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E-Land Apparel Ltd.

BSE: 532820 Sector: Industrials
NSE: ELAND ISIN Code: INE311H01018
BSE 00:00 | 22 Sep 4.80 -0.25
(-4.95%)
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5.05

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NSE 05:30 | 01 Jan E-Land Apparel Ltd
OPEN 5.05
PREVIOUS CLOSE 5.05
VOLUME 13269
52-Week high 7.85
52-Week low 3.72
P/E
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.05
CLOSE 5.05
VOLUME 13269
52-Week high 7.85
52-Week low 3.72
P/E
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

E-Land Apparel Ltd. (ELAND) - Director Report

Company director report

To

The Members of E-Land Apparel Limited ('Company')

Your Directors present the 23rd Annual Report of the Company together withthe Audited Financial Statements for the Financial Year ended 31st March 2020.

1. FINANCIALS:

a) FINANCIAL RESULTS:

The Financial Performance of the Company for the year ended 31st March 2020is summarized below: (Rs. In Lakhs)

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Operational & Other Income 15247.65 17606.5
Loss before Interest Depreciation Prior period items Exceptional Items & Tax (21.66) (47.12)
Interest 4782.11 3910.37
Depreciation & Amortization 439.06 194.39
Loss before exceptional items and tax (5242.83) (4151.88)
Prior period items - -
Exceptional Items - -
Loss before tax (5242.83) (4151.88)
Less/(Add): Provision for Taxation including prior period adjustments - -
Other Comprehensive Income 30.04 28.72
Deferred Tax - -
Loss after tax (5212.80) (4123.16)

b) OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

The Company's total income from operations for F.Y. 2019-20 was at Rs. 14934.90 lacswhich was less as compared to last years loss by Rs. 2266.99 (Rs.17 201.89 lakhs in F.Y2018-19). The total expenses for F.Y. 2019-20 at Rs. 20490.48 lacs were lesser than byRs. 1267.9 over last year (21758.38 lacs in F.Y. 2018-19). Loss after tax for F.Y.2019-20 stood at Rs. (5242.83 Lakhs) as against Rs (4151.88lacs) for F.Y. 2018-19reflecting increase in loses by 1090.95 lacs

Focus efforts have been placed on expanding the end applications of our product lineover the last several years which has helped in expected results this year offeringhealthy sustainability for the years to come.

The company's product quality standards have been able to maintain steady relationshipswith our long standing customers along with building relationships with several newcustomers.

c) TRANSFER TO RESERVES:

As there are losses for the Financial Year 2019-20 the Company did not transfer anyamount to reserves during the year.

d) DIVIDEND:

As there are no profits the Board of Directors of the Company does not recommend anypayment of dividend on the equity shares for the Financial Year 2019-20.

e) UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to IEPF Account.

f) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act 2013 read with TheCompanies (Meetings of Board and its Powers) Rules 2014 as amended from time to time(including any amendment thereto or re-enactment thereof for the time being in force)Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of Financial Statements provided in thisAnnual Report.

g) RELATED PARTY TRANSACTIONS:

i. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were onan arm's length basis and were in the ordinary course of business as part of Company'sphilosophy of adhering to highest ethical standards transparency and accountability.

All Related Party Transactions up to 31st March 2020 were placed before theAudit Committee and the Board for approval. Also prior omnibus approval of the AuditCommittee was obtained for Related Party Transactions for the Financial Year 2019-20. Thetransactions entered into pursuant to the omnibus approval so granted were audited and astatement giving details of all related party transactions was placed before the AuditCommittee for its review on a quarterly basis.

The particulars of contracts or arrangements with related parties as defined underSection 188 of the Companies Act 2013 in the prescribed Form AOC-2 is annexed hereto andmarked as Annexure - I and forms part of this Report.

In line with the provisions of the Companies Act 2013 and the Listing Regulations theBoard has approved a policy on related party transactions. An abridged policy on relatedparty transactions has been placed on the Company's website at:http://www.elandapparel.com/Policv%20on%20Related%20Party%20Transactions%20-%20E-land.pdf

Further none of the Directors / Key Managerial Personnel has any pecuniaryrelationships or transactions vis-a-vis the Company which may have potential conflict withthe interest of the Company at large.

ii. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OFTHE COMPANY:

During the year under review your Company did not have any subsidiary associate andjoint venture Company hence the disclosure under said clause is not applicable.

h) INSURANCE:

The assets of your Company are adequately insured. Your Company has also taken outsuitable cover for Public Liability.

i) DEPOSITS:

During the year under review the Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposit) Rules 2014 duringthe year under review. Hence the requirement for furnishing of details relating todeposits covered under Chapter V of the Act or the details of deposits which are not incompliance with the Chapter V of the Act is not applicable.

j) SHARE CAPITAL:

During the year under review your Company's Authorized Share Capital is Rs.600100000 comprising of 60010000 Equity Shares of Rs. 10/- each. The Company's paidup capital is Rs. 479904690 comprising of 47990469 Equity Shares of Rs. 10/- eachfully paid up.

During the year under review there was no change in the Share Capital of the Company.

As on March 31 2020 none of the Directors of the Company holds shares of the Company.

2. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

During the year under review none of the Directors of the Company have drawn anyremuneration / commission from the Company's holding Company / subsidiary Companies.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATIONS AND JOINT VENTURE COMPANIES:

During the year under review no Company have become or ceased to be SubsidiaryAssociate or Joint venture company. Also the Company does not have any subsidiaryAssociate or Joint Venture Company.

4. CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under any of the threshold limits given under theprovisions of Section 135 of the Companies Act 2013 the compliances under CSR are notapplicable to the Company.

5. MATTERS RELATED TO INDEPENDENT DIRECTORS OF THE COMPANY:

a) DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 and Regulation 16 and 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 stating that they meetthe criteria of independence as provided in sub-section (6). There has been no change inthe circumstances which has affected their status as independent director.

Further Non - Executive Directors of the Company had no pecuniary relationship otherthan sitting fee for attending meetings

b) EVALUATION BY INDEPENDENT DIRECTOR:

In a separate meeting of Independent Directors held on 14th February 2020performance of nonindependent directors performance of the Board as a whole andperformance of the Chairman was evaluated.

c) Familiarization Program For Independent Directors

All new independent directors inducted into the Board are familiarized with theoperations and functioning of the Company. The details of the training and familiarizationprogram are provided in the Corporate Governance report and is also available on thewebsite of the Company at www.elandapparel.com

6. MATTERS RELATING TO BOARD OF DIRECTORS OF THE COMPANY:

a) MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2019-20:

During the year under review the Board met four times in accordance with theprovisions of the Companies Act 2013 to discuss and decide on various businessstrategies policies and other issues.

The intervening gap between any two Meetings was not more than the period prescribed bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.

The detailed composition of Board of Directors and requisite details are given in theCorporate Governance Report.

b) FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects ofthe Board's functioning its performance and as well as that of its committee i.e. AuditNomination and Remuneration Stakeholders Relationship Risk Management Committee andindividual directors. The criteria for performance evaluation of the Board include aspectslike composition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance experience competencies etc. The exercisewas carried out through a structured evaluation process covering various aspects of theBoards functioning such as composition of the Board and Committees experience andcompetencies performance of specific duties and obligations governance issues etc.Separate exercise was carried out to evaluate the performance of Individual Directors whowas evaluated on parameters such as attendance contribution at the meetings andotherwise independent judgment safeguarding of minority shareholders interest The Boardof Directors expressed their satisfaction with the evaluation process.

7. APPOINTMENT REAPPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE YEAR 2019-20:

a) APPOINTMENT:

During the year 2019-20 no Director has been inducted on the Board of the Company.

b) RESIGNATION OF DIRECTORS:

During the year 2019-20 no director has been resigned from the board of the company.

c) RE-APPOINTMENT OF DIRECTORS;

• The existing agreement with Mr. Chong Tae Baek (Non-Executive - IndependentDirector) and Mr. Sivabalan Paul Pandian (Non-Executive - Independent Director) terminatedon 31st March 2019 and that of Mr. Kyoung Hur (NonExecutive - Independent Director)terminated on 4th August2019.

Pursuant to section 149 (10) of the Act an Independent Director shall hold office fora term of up to five consecutive years on the Board of a Company but shall be eligiblefor re-appointment on passing of a special resolution by the Company for another term ofup to five consecutive years on the Board of the Company.

In view of above provision and based on the recommendation of the Nomination &Remuneration Committee the Board of Directors in its meeting held on 13th February 2019proposed to reappoint Mr. Chong Tae Baek Mr. Sivabalan Paul Pandian and Mr. Kyoung Hurfor second term of five years by passing special resolution through Postal Ballot.Consequently the members granted approval for reappointment of Mr. Chong Tae Baek Mr.Sivabalan Paul Pandian and Mr. Kyoung Hur on 1st April 2019.

• The existing agreement with Mrs. Elizabeth Ravi (Non-Executive - IndependentDirector) terminates on June 18 2020 Pursuant to section 149 (10) of the Act anIndependent Director shall hold office for a term of up to five consecutive years on theBoard of a Company but shall be eligible for reappointment on passing of a specialresolution by the Company for another term of up to five consecutive years on the Board ofthe company.

In view of above provision and based on the recommendation of the Nomination &Remuneration Committee the Board of Directors in its meeting held on 13th July 2020proposed to reappoint Mrs. Elizabeth Ravi for second term of five years by passing specialresolution in ensuing Annual general meeting.

d) RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Jae Ho Song (DIN: 07837031)Executive Managing Director who retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. He has confirmed that he is not disqualified from being appointed asDirectors in terms of Section 164 of the Companies Act 2013.

Necessary resolution for re-appointment Mr. Jae Ho Song as Managing Director is givenunder Notice of Annual General Meeting of the Company.

8. APPOINTMENT REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS DURING THE YEAR2019-20

a) APPOINTMENT :

Mr. Diwakar Jugani was appointed as Company Secretary & Compliance officer witheffect from. November 14 2019.

b) RESIGNATION:

No Key Managerial Personnel of the Company has resigned during financial year endingMarch 31 2020.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act 2013 ("theAct") the Board of

Directors of your Company to the best of their knowledge and ability confirm that:

a) In the preparation of the Annual Accounts the applicable accounting standardshave been followed and there are no material departures;

b) They have selected accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the Financial Year and of the profitof your Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;

d) They have prepared the Annual Accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by your Companyand that such internal financial controls are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

10. REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to the Directors Key Managerial Personnel and Senior Managementis in accordance with the Nomination and Remuneration Policy formulated in accordance withSection 178 of the Act and Regulation 19 of the Listing Regulations. Remuneration ofDirectors Key Managerial Personnel and Senior Management is mentioned in Form MGT - 9 ishereto attached and marked as Annexure - II for the Financial Year ended 31stMarch 2020.

11. COMMITTEES OF THE BOARD:

The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Composition of the following Committees arealso hosted on the website of the Company athttp://www.elandapparel.com/pdf/composition-of-committees.pdf:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholders' Relationship Committee.

d) Risk Management Committee.

The details regarding composition and meetings of these committees held during the yearunder review is stated under Corporate Governance Report which may be taken as formingpart of this Report.

Also Board of Directors of the Company had constituted Internal Complaint Committeefor Prevention and Prohibition of Sexual Harassment of Women at Workplace in terms ofprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

12. NOMINATION AND REMUNERATION POLICY:-

The salient features of the Nomination and Remuneration Policy of the Company are setout in the Corporate Governance Report which forms part of this Annual Report. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment & re-appointment of Directors on theBoard of the Company and persons holding Senior Management positions in the Companyincluding their remuneration and other matters as provided under Section 178 of the Actand Listing Regulations. The Policy is also available on the website of the Companyhttp://www.elandapparel.com/Nomination%20&%20Remuneration%20Policy.pdf

13. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 anExtract of the Annual Return in Form MGT - 9 is hereto attached and marked as Annexure- II for the Financial Year ended 31st March 2020.

The extract of Annual Return shall also be placed on the website of the Company at http://www.elandapparel. com.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules2014 is annexed hereto and marked as Annexure- III and forms part of this Report.

15. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27 clauses (b) to (i) ofRegulation 46 (2) and Para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed hereto and marked as Annexure -IV and forms part of this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company asrequired pursuant to Part B of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed hereto and marked as Annexure - V andforms part of this Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has an employee drawing remuneration above the limits mentioned in Section197(12) of the Companies Act 2013 read with Rules 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time thedetails of the same is annexed hereto and marked as Annexure - VI and forms part ofthis Report.

18. AUDITORS AND REPORTS:

a) STATUROTY AUDITORS OF THE COMPANY:

At the 21st Annual General Meeting held on 29th September 2018the Members approved appointment of M/s. Hiresh R Doshi & Co LLP CharteredAccountants (Firm registration No: 117366W/W-100018) pursuant to the provisions of Section139 of the Companies Act 2013 due to casual vacancy occurs on the resignation ofDeloitte Haskins & Sells LLP Chartered Accountants (Firm RegistrationNo.117366W/W-100018) to hold office from the conclusion of the 21st AnnualGeneral Meeting until the conclusion of the 26th Annual General Meeting to beheld for the financial year 2023 and they continue to be the Statutory Auditor of theCompany.

Following qualifications were made by Statutory Auditor M/s. Hinesh R. Doshi & CoLLP Practicing Chartered accountants (Firm registration No: 117366W/W-100018) in theinternal financial control Report of Audit Report for the financial year 2019-20.

Particulars of Qualifications Explanations by Board
1 The company did not have adequate internal controls for timely reconciliations of vendor Ledger balances. Company has identified the same and will take suitable steps for timely reconciliations of vendor Ledger balances.
2 The company had inadequate controls towards getting acknowledgments for the Disbursements done towards outstanding vendor balances. Company has identified the same and will take suitable steps to make control towards getting acknowledgments for the disbursements done towards outstanding vendor balances.

Further the report of the Statutory Auditors along with notes to Schedules is enclosedto this report.

b) SECRETARIAL AUDITORS OF THE COMPANY:

Section 204 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 inter-alia requires every listed company to annexwith its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. The Board appointed M/s. DSM and Associates PracticingCompany Secretary in Practice (M No. 26141 CP No. 9394) Mumbai as Secretarial Auditor toconduct Secretarial Audit of the Company for the Financial Year 2019-20 and their reportis annexed hereto and marked as Annexure - VII. Observation made by SecretarialAuditor as per said report along with explanation made by Board of Directors is givenbelow:

Particulars of observation Explanation by Board
1 As per section 203(4) of the Companies Act 2013 vacancy of KMP shall be filled-up by the Board within a period of six months however the vacancy caused due to the resignation of CS Hemlata Gupta dated 31/03/2020 was filled up by the Company by the appointment of CS Diwakar Jugani dated 14/11/2020 after the delay of the prescribed period. Due to Non Availability of suitable Candidate there was delay in Appointment of Company Secretary.
BSE Vide letter dated
UST/COMP/532820/REG. 6 (1) -DEC- 19/297/2019-20 imposed fine of Rs./- 44000. Company had duly paid the fine
Imposed by the BSE and assures the Shareholders that all future vacations in the office of the KMPs will be fulfilled within the time limit specified by the law.
2 As per regulation 13(3) of LODR Statement of Investor Complaint to be filed with the exchanges on a quarterly basis within twenty one days from the end of each quarter. But Statement of Investor Complaint for the quarter ended June 2019 and December 2019 was incorrectly filed with the exchange. Whereas the correct/ revised filing of the same was carried out by the Company. Statement of Investor Complaint for the quarter ended June 2019 and December 2019 was incorrectly filed with the exchange. Whereas the correct/ revised filing of the same was carried out by the Company.
3 As per Regulation "Persons" mentioned in the 30(1) and 30(2) of SEBI (Substantial acquisition of Shares & Takeovers) Regulations 2011 Persons mentioned in the have to disclose their shareholding pursuant to Regulation 30(3) within seven working days from the end of each financial year to every stock exchange where the shares of the target company are listed and at the registered office of the target company. Same is Ratified by the Company and the Disclosures under regulations 30(1) and 30(2) of SEBI (Substantial acquisition of Shares & Takeovers) Regulations 2011 for the financial year ended 31st March 2019 and 31st March 2020 is now reflating on the BSE website.
Annual Disclosure for the financial year ended 31st March 2019 and 31st March 2020 has been submitted by the promoter to the Company as well as Stock Exchange. However the same disclosure was not reflecting on the Portal of www.bseindia.com at that time due to some technical issue. Currently it is reflecting.

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 inter-alia requires every listed company to annex with its Board's report aSecretarial Annual Compliance Report given by a Company Secretary in practice in theprescribed form. The Board appointed M/s. DSM and Associates Practicing Company Secretaryin Practice (M No. 26141 CP No. 9394) has provided Secretarial Annual Compliance Reportand their report is annexed hereto and marked as Annexure - VIII.

c) COST AUDITORS OF THE COMPANY:

In terms of Section 148 of the Companies Act 2013 the Company is not required toappoint Cost Auditor of the Company.

d) INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. This ensures that all transactions are authorized recordedand reported correctly and assets are safeguarded and protected against loss fromunauthorized use or disposition. Your Company has adequate internal controls for itsbusiness processes across departments to ensure efficient operations compliance withinternal policies applicable laws and regulations protection of resources and assets andappropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy andcompliance with policies plans and statutory requirements. It comprises of experiencedprofessionals who conduct regular audits across the Company's operations. The Company hasalso appointed a firm of Chartered Accountants as Internal Auditors who reviews thevarious functions of the Company thoroughly and report to the Audit Committee. During theyear under review the Risk Management Committee of the Company had reviewed the newrequirement of Internal Control over Financial Reporting ("ICOFR") and finalizedthe detailed analysis of key processes and these were presented for review by theStatutory Auditors. The control mechanism and the process of testing of controls werediscussed with the Statutory Auditors. The Statutory Auditors have submitted their reporton the Internal Financial Controls which forms an integral part of this Report.

The adequacy of the same has been reported by the Statutory Auditors of your Company intheir report as required under the Companies (Auditor's Report) Order 2003.

The Company has appointed M/s. S.K Patodia & Associates Chartered Accountants asInternal Auditor of the Company for the Financial Year 2019-20.

19. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the year under review at the time of vendor reconciliation it has been observedthat there has been wrongful discounting of payments to vendors and swindling away withCompany funds by two employees of the Company. On further enquiry both the employees haveaccepted to indulge in such activities. As of the reporting date from the total vendoraccounts which were verified both employees have agreed for the wrongful discounting andswindling with the payment of Rs. 26506890/- from the Company bank account.Company has recovered amount of Rs. 11795540/- from both the employees. Companyis in the process of recovering the balance amount of Rs. 14711350/- which isincluded under "Other Non-Current Assets" and same is unsecured. Company is alsoin process of further investigating the unreconciled vendor ledgers and quantifying thetotal amount involved.

Company has terminated both the employees with immediate effect.

20. CODE FOR PREVENTION OF INSIDER TRADING

On December 31 2018 Securities and Exchange Board of India amended the Prohibition ofInsider Trading Regulations 2015 prescribing various new requirements with effect fromApril 1 2019. In line with the amendments your Company has adopted an amended Code ofConduct to regulate monitor and report trading by Designated Persons and their ImmediateRelatives under the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. This Code of Conduct also includes code of practices andprocedures for fair disclosure of unpublished price sensitive information and has beenmade available on the Company's website athttp://www.elandapparel.com/E-Land%20Apparel%20-%20Code%20of%20Conduct%20Insider%20trading.pdf

21. RISK MANAGEMENT POLICY:

The Risk Management Policy of the Company including identification therein of elementsof risk which in the opinion of the Board may threaten the existence of the Companypursuant to the provisions of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the same are mentioned in the CorporateGovernance Report. The policy is also available on the Company's website athttp://elandapparel.com/Eland%20-%20Risk%20Management.pdf

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "VigilMechanism Policy" (Whistle Blower Policy) for Directors and employees of the Companyto provide a mechanism which ensures adequate safeguards to employees and Directors fromany financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The policy is alsoavailable on the Company's website athttp://www.elandapparel.com/Whistle%20Blower%20Policy.pdf

23. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.

During the Financial Year 2019-20 the Company has not received any complaints on sexualharassment and hence no complaints remain pending as of 31st March 2020 Further theCompany has complied with provisions relating to constitution of Internal ComplainCommittee under Sexual Harassment of woman at workplace (prevention prohibition andRedressal) Act 2013

24. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS & COURTS:

During the year 2019-20 No Significant & Material Orders Passed by the Regulators& Court.

25. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

26. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

27. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62 (1) (b) ofthe Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules 2014is furnished.

28. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.

29. IMPACT OF COVID-19

The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly. The Company started resuming operations in its manufacturing plants andwarehouses after taking requisite permissions from Government authorities. Standing by itscore commitment the Company is navigating through these unprecedented times by buildingstronger and deeper relationships with consumers and its partners. The Company issupporting various Government Initiatives and helping communities around to fight thepandemic. Detailed information on the same has been included under the ManagementDiscussion & Analysis report forming part of this Annual Report.

30. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of CompanySecretaries of India and approved by the CentralGovernment.

31. INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during theyear and the management received full cooperation from the employees. The Companycontinues to focus on extensive training and developmental activities and efficiency andquality improvement initiatives. The total number of employees as on 31st March 2020 was2424.

32. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of Company's business during the year under review.

33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Your Company had received letter of Intent form E-land Aisa Holdings Pte.Limited ('EAHPL') dated September 01 2020 for the proposal for VoluntaryDelisting of the equity shares of face value of ^ 10 each ("Equity Shares") ofthe Company and same is Communicated to Bombay Stock exchange vide letter dated September1 2020.

Your Company will be considering for Voluntary Delisting subject to approval of BoardShareholders Bombay Stock exchange (BSE) Security Exchange Board of India (SEBI) andother regulatory authority.

34. APPRECIATION / ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and express their gratitudefor the contribution made by the employees at all levels but for whose hard work andsupport your Company's achievements would not have been possible. The Board takes thisopportunity to express its gratitude for the valuable assistance and co-operation extendedby Government Authorities Banks Corporate Debt Restructuring (CDR) Cell FinancialInstitutions Vendors Customers Advisors and other business partners.

For and on Behalf of the Board of Directors
E-Land Apparel Limited
SD/- SD/-
Date: September 04 2020 Jae Ho Song Chong Tae Baek
Place: Bengaluru Managing Director Independent Director
DIN:07830731 DIN : 01566661

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