Sreeleathers Ltd

TO THE MEMBERS

Your Directors have pleasure in presenting their 33rd Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2024.

FINANCIAL RESULTS ( In Lacs)

Revenue from operations of your Company was increased by 9.03% over the previous year. The Gross Revenue from operations stood at Rs. 21,767.53 lacs compared to Rs.19,964.30 lacs in the previous year. The Operating Profit before tax stood at Rs. 3,638.74 lacs as against Rs.3,459.27 lacs in the Previous Year. The Net Profit for the year stood at Rs.2,684.50 lacs against Rs.2,561.61lacs reported in the previous Year.

The company continues to retain and reinforce its market leadership in Leather and Non-Leather footwear and accessories with distribution network comprising of exclusive stores and 26 dealers.

Your Directors do not recommend any dividend for the year under review.

The Company does not propose to transfer any amount to the General Reserve during the financial year ended 31st March, 2024.

The Authorized Share Capital of your Company as on March 31, 2024 stands at Rs. 2,600 lacs divided into 2,60,00,000 equity shares of Rs. 10/- each. The paid up equity capital as on 31st March, 2024 was Rs.2,315.50 lacs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2024 in terms of Sections 129,133 and other applicable provisions, if any and Schedule III to the Companies Act, 2013 (as amended) (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The estimates and judgments relating to Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024.

The company continues to focus on judicious management of its working capital, receivables and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended.

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

In compliance with the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended from time to time, the Company has no amount to be deposited into the specified bank account of the IEPF, Government of India, towards unclaimed or unpaid dividend.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company.

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds to the sum of Rs 51.69 lakh in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR policy. The Company's CSR Policy has been uploaded on company's website at https://www.sreeleathers.co.in/ Investor/Policy/CSR.pdf

The Annual Report as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR activities is annexed herewith as Annexure A and forms an integral part of this Report.

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, therefore furnishing the same is not required.

The Company doesn't have any in-house R & D Facility. The Company has not imported any technology during the year under review.

During the year under review, there has been no change in the nature of the business of the Company.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

During the period under review there was no foreign exchange earnings or out flow.

Industrial relations at all the units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees in improving productivity as well as quality of its products.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization's growth and its sustainability in the long run.

In order to retain good talent within the organization, your Company has strengthened the goal setting and measurement process during the year supported with structured development plans for high potential people to move into different roles. This has resulted in higher retention levels across the organization.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

There is no change in the composition of the Board of Directors during the period under review.

Mrs. Shipra Dey (DIN:00570021) was re-appointed as whole time Director of the Company at the 32nd Annual General Meeting of the Company held on 26.09.2023. She will be liable to retire by rotation.

Ms. Rochita Dey (DIN: 02947831), Whole-time Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. Your Board recommends the reappointment of Ms. Rochita Dey as a Director of the Company, liable to retire by rotation.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the director seeking appointment / re-appointment at the ensuing AGM is being given in the Notice convening the ensuing AGM.

As on the date of this report Mr. Satyabrata Dey (DIN: 00569965),Managing Director, Mrs. Shipra Dey (DIN:00570021), wholetime director, Ms. Rochita Dey (DIN: 02947831) wholetime director, Mr. Sujay Bhattacherjee, Chief Financial Officer and Mr. Bijoy Kumar Roy, Company Secretary and Compliance Officer are the key managerial personnel (KMP) of your company.

Mr. Anil Chandra Bera (DIN: 02002208), Mr. Kalidas Sarkar( DIN: 08200786) and Smt. Sadhana Adhikary (DIN: 02974882), Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2024 and of the profit of the Company for the year ended on that day;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be viewed at http://www.sreeleathers.co.in/Investor/Policy/Relatedparty.pdf

The Company does not have any subsidiary.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website at http://www.sreeleathers.co.in/Investor/Code-of-conduct/CODECOSL.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:/ /cdn.shopify.com/s/files/1/0550/7619/2464/files/whistle_blower_policy_280824.pdf?v=1724845114

The policy provides details for direct access to the Chairman of the Audit Committee.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is the compliance officer who is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

The Company has an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules framed thereunder. Internal Complaint Committees are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31.03.2024 for redressal.

??The Auditors' Report for the Fiscal 2024 does not contain any qualification, reservation or adverse remark.

The Auditors' Report is enclosed with the financial statements in this annual report.

??The secretarial Auditors' Report for the Fiscal 2024 does not contain any qualification, reservation, or adverse remark. The secretarial Auditors' Report is enclosed to the Board Report in this Annual Report.

??As required by the Listing Regulations, the Auditors' Certificate on Corporate Governance is enclosed to the Board Report. The Auditors' Certificate for Fiscal 2024 does not contain any qualification, reservation or adverse remark.

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Secretarial Audit Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments.

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditor) Rules, 2014 as amended, M/s. K. Rungta & Co., Chartered Accountants (ICAI Firm Registration No. 321068E), has been appointed at the 31st Annual General Meeting as the Statutory Auditors of the Company for a consecutive period of five years from the conclusion of the said Annual General Meeting until the conclusion of 36th AGM scheduled to be held in the year 2027.

During the year under review, there were no instance of fraud which requires the Satutory Auditors to report the same to the Central Government under section 143(12) of the Act and Rules framed thereunder.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) your Board at its meeting held on 30th May, 2023 appointed S.A. & Associates, Lakeview Apartment P-887, Block-A Laketown , Kolkata-700089,a firm of Company Secretaries as the Secretarial Auditors of your Company to undertake the Secretarial Audit of the Company for the financial year ended 31st March,2024 and to submit Secretarial Audit Report thereon. The Secretarial Audit report is annexed herewith as "Annexure B"

As per the requirement of the section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014 your company is not required to maintain cost record and accordingly Cost audit is not applicable.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website viz chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://cdn.shopify.com/s/files/ 1/0550/7619/2464/files/MGT-7_290824.pdf?v=1724932471

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act,2013 and Rules framed thereunder with respect to the Company's nature of business.

The information required under section 197(12) of the Companies Act, 2013 and the rules made thereunder, as amended has been given and form part of this report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and is available on the website of the Company, at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/ https://cdn.shopify.com/s/files/1/0550/7619/2464/files/exhibit.pdf?v=1724844670. The Annual Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website. In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode.

There are no employee posted outside India and in receipt of a remuneration of Rs.60 lakh or more per annum or Rs.5 lakh or more per month.

The company has not given any employee stock option scheme during the financial year 2023-2024. Previous year : Nil

a) The ratio of remuneration of each director to the median employee's remuneration for the financial year and such other details as prescribed is given below:

For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The % increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

c) The % increase in the median remuneration of employees in the financial year: 75.06% . d) The number of employees on the roll of company: 58 e) The explanation on the relationship between average increase in remuneration and company performance:

The Company's PAT stands Rs 2,684.50 lacs as against Rs. 2,561.61lacs in the previous year a increase of 4.80%, against which the increase in remuneration is 42.94% .

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance of the company: The increase in remuneration to the Directors, key managerial persons as well as employees of the company are based on annual review mechanism which takes care of the individual performance of the employee as well as the overall growth of the company.

Variations in the market capitalization of the company, as at the closing date of the current financial year and previous financial year.

g) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Note: Closing share price of ordinary shares at NSE Ltd. has been used for the above table.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is 42.94% for employees other than Managerial Personnel.

i) The key parameters for any variable component of remuneration availed by the directors: There is no variable component for any director, key managerial personnel as well as any employee of the company during the financial year. Previous Year: Nil

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Nil. Previous Year: Nil

k) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for Managing Director, Non-Independent Directors, KMP and rest of employees is as per the remuneration policy of the company.

l) Comparison of each remuneration of the key managerial personnel against the performance of the company:

In compliance with the requirement of the Listing Regulations, the key financial ratios of the Company along with explanation for significant changes (i.e., for change of 25% or more as compared to the immediately previous financial year will be termed as ‘significant changes'), has been provided hereunder:

Note : Leases have been considered as debts.

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Statements in the Management Discussion and Analysis Report describing the estimates, expectations or predictions may be ‘forward-looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand-supply conditions, material prices, changes in Government Regulations, tax regimes, economic developments within the Country and outside the Country and other factors such as litigation and labor negotiations.

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Our aim is to be one of the most respected companies in India delivering superior and everlasting value to all our customers, associates, shareholders, employees and Society at large.

The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society.

To pursue these objectives we will continue to:

1) Work actively in areas of eradication of hunger and poverty, promoting preventive health care and sanitation, providing opportunity and financial assistance for the promotion of education in the form of Yoga, and provide medical aid to the needy.

2) Collaborate with like minded bodies like Voluntary organizations, charitable trusts, governments and academic institutes in pursuit of our goals.

3) Interact regularly with stakeholders, review and publicly report our CSR initiatives.

2. Composition of CSR committee

Shri Anil Chandra Bera Chairman Smt. Sadhana Adhikary Member Shri Kali Das Sarkar Member

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company:

Composition of CSR Committee https://www.sreeleathers.co.in/Investor/Committee/compcomm.pdf CSR Policy https://www.sreeleathers.co.in/Investor/Policy/CSR.pdf CSR Project No ongoing project

4. Provide executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any : NIL

6. Average net profit of the company as per section 135(5) : Rs.24.09 Crores

7. (a) Two percent of average net profit of the company as per section 135(5) : Rs.48.19 Lakh

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL (c) Amount required to be set off for the financial year, if any : Nil (d) Total CSR obligation for the financial year (7a+7b-7c) : Rs.48.19 Lakh

8. (a) CSR amount spent or Unspent for the financial year:

9 (a) Details of Unspent CSR for the preceding three financial Year: Not Applicable

Note: Utilisation certificates from the concerned trust /NGOs will be obtained in due course.

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

M/S. Sreeleathers Limited

(CIN : L67190WB1991PLC050656) 6, Tottee Lane, P.S. Taltalla Kolkata 700 016

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Sreeleathers Ltd. (hereinafter called the company).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of M/s Sreeleathers Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s Sreeleathers Limited for the financial year ended on 31st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation 2009; (Not applicable during the review period)

f. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999; (Not applicable during the review period)

g. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable during the review period)

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable during the review period)

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable during the review period) and

(vi) other applicable law like Factory Act,1948, The Payment of Gratuity Act,1972 etc. We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with The Calcutta Stock Exchange Ltd, BSE Ltd and National Stock Exchange of India Ltd.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

WE FURTHER REPORT THAT

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

WE ALSO REPORT there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.[Annexure A enclosed]

We further report that during the audit period the company has given us the details of specific events and actions that have a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations guidelines standards.