e land apparel ltd share price Directors report


To,

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

Your Directors present the 26th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

1. FINANCIAL RESULTS:

The Financial Performance of the Company for the year ended 31st March, 2023 is summarized below:

(Rs. In Lakhs)

Particulars

Year ended 31st March, 2023 Year ended 31st March, 2022

Operational & Other Income

23,240.71 18,300.02
Less : Expenses 27,226.87 22,304.42
Loss/profit before tax (3,986.16) (4,004.39)
Less/(Add): Provision for Taxation - -
Exceptional Items - 1,144.27
Profit/(loss) After Tax (3986.16) (2,860.12)
Other Comprehensive Income (5.94) 2,142.20
Deferred Tax - -

Total comprehensive income/loss for the period

(3992.10) (717.92)

2. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

The Companys total income from operations for F.Y. 2022-23 was at Rs. 23,240.71 /- lacs which are more as compared to last years income from operations by Rs. 4,940.69 (Rs. 18,300.02 lakhs in F.Y 2021-22). The total expenses for F.Y. 2022-23 at Rs. 27,226.87 /- lacs which are more by Rs 4,922.45 over last year (22,304.42) lacs in F.Y. 2021- 22). Loss after tax for F.Y. 2022-23 stood at Rs. 3992.10 Lakhs as against Rs (717.92 lacs) for F.Y. 2021-22 reflecting increase in loses by Rs. 3274.18/- lacs.

The companys product quality standards have been able to maintain steady relationships with our long standing customers along with building relationships with several new customers.

Further, the operations/ state of the companys affairs/ nature of business forms part of the Management Discussion and Analysis Report forming part of the Annual Report.

3. TRANSFER TO RESERVES:

As there are losses for the Financial Year 2022-23, the Company did not transfer any amount to reserves during the year.

4. DIVIDEND:

As there are no profits, the Board of Directors of the Company do not recommend any payment of dividend on the equity shares for the Financial Year 2022-23.

5. UNPAID DIVIDEND & IEPF:

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

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (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, 2013 form part of Financial Statements provided in this Annual Report.

7. LOAN FROM DIRECTOR OR DIRECTORS RELATIVES

During the year under review, there is no loan taken from the Directors or their relatives by the Company.

8. 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 on an arms lengthbasis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability.

All Related Party Transactions up to 31st March, 2023 were placed before the Audit Committee and the Board for approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2022-23. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis.

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

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Boardhas approved a policy on related party transactions. An abridged policy on related party transactionshas been placed on the Companys website at: https://elandapparel.com/E-Land%20Related%20Party%20Transactions%20Policy.pdf

Further, none of the Directors / Key Managerial Personnel has any pecuniary relationships or transactions vis-?-vis the Company which may have potential conflict with the interest of the Company at large.

ii. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OF THE

COMPANY:

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

9. INSURANCE:

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

10. DEPOSITS:

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

11. SHARE CAPITAL:

During the year under review, your Companys Authorized Share Capital is Rs. 60,01,00,000 comprising of 6,00,10,000 Equity Shares of Rs. 10/- each. The Companys paid-up capital is Rs. 47,99,04,690 comprising of 4,79,90,469 Equity Shares of Rs. 10/- each fully paid up.

During the year under review there change in the Share Capital of the Company.

As on 31st March, 2023, none of the Directors of the Company holds shares of the Company.

12. CORPORATE GOVERNANCE

Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management personnel, who have affirmed compliance with the Code. The adoption of the Code stems from the fiduciary responsibility that the Directors and the Senior Management have towards the stakeholders of the Company. Your Board of Directors is committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

Your Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company.

The Report on Corporate Governance as applicable under the SEBI LODR Regulations forms part of the Annual Report. A certificate from M/s. Hinesh R Doshi & Co LLP, Chartered Accountants regarding the compliance of the Corporate Governance requirements as per relevant provisions of SEBI LODR Regulations forms part of the Annual report. Further, information about all elements of remuneration package etc. of individual directors forms part of the Annual Report.

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

During the year under review, none of the Directors of the Company have drawn any remuneration /commission from the Companys holding Company / subsidiary Companies.

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

During the year under review, no Company have become or ceased to be Subsidiary, Associate or Joint venture. Also, the Company does not have any subsidiary, Associate or Joint Venture Company.

15. CORPORATE SOCIAL RESPONSIBILITY:

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

16. MATTERS RELATED TO INDEPENDENT DIRECTORS OF THE COMPANY:

a) DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence, as required pursuant 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 meet the criteria of independence as provided in sub-section (6). There has been no change in the circumstances, which has affected their status as independent director.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

Further, Non - Executive Directors of the Company had no pecuniary relationship other than sitting fees for attending meetings.

b) EVALUATION BY INDEPENDENT DIRECTOR:

In a separate meeting of Independent Directors held on 14th February, 2023 performance of non- independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

c) FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Securities and Exchange Board of India vide Circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, the Company has in place a programme for familiarisation of the Independent Directors with the Company, details of which is available on the website of the company at www.elandapparel.com

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

a) MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2022-23:

During the year under review, the Board met S E V E N times in accordance with the provisions of the Companies Act, 2013 to discuss and decide on various business strategies, policies and other issues.

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

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

The detailed composition of Board of Directors and requisite details are given in the CorporateGovernance 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 of the Boards functioning its performance and as well as that of its committee i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management Committee and individual directors.

The criteria for performance evaluation of the Board include aspects like composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, experience, competencies etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest The Board of Directors expressed their satisfaction with the evaluation process.

18. APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) APPOINTMENT:

During the period under review, Mr. Dong Ju Kim (DIN: 08060629) was appointed as Additional Director & Managing Director and designated as Chairman on the Board of the Company with effect from 13th December, 2022 for a tenure of 5 years, subject to the approval of shareholders. The same was consented by the shareholders of the Company via postal ballot on 8th February, 2023.

In adherence to the guidelines set forth in Section 203 of the Companies Act, 2013, Mr. Anup Vishwakarma (Membership No. ACS 46283) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 25th July, 2022.

In the opinion of the Board, all the Independent Directors (IDs) hold relevant experience, expertise and proficiency to be appointed as IDs on the Board of the Company.

Further, all the Directors and Key Managerial Personnel have affirmed that they have abided by the Code of Conduct prescribed for the Senior Management of the Company. b) RESIGNATION:

During the period under review, Mr. Jae Ho Song (DIN: 07830731) tendered his resignation from the post of Managing Director as well as the Director of the Company with effect from closing hours of 12th December, 2022.

In the course of the year being reviewed, Mr. Choi Haeoi, who held the position of Chief Financial Officer within the company, tendered their resignation, effective as of the 5th May, 2023.

The Board places its sincere appreciations towards the contribution made by Mr. Jae Ho Song and Mr. Choi Haeoi during their association with the Company as Managing Director and Chief Financial Officer respectively.

c) RETIREMENT BY ROTATION:

Pursuant to Section 152 of the Companies Act, 2013, and in accordance with the provisions outlined in the Companys Articles of Association, Mr. Dong Ju Kim (DIN: 08060629), the Executive Managing Director, is scheduled for retirement by rotation at the upcoming Annual General Meeting. Mr. Dong Ju Kim, being eligible, has expressed his intention for re-appointment. It is hereby confirmed that he holds no disqualifications under Section 164 of the Companies Act, 2013, which pertain to the appointment of Directors.

Necessary resolution for re-appointment Mr. Dong Ju Kim as Managing Director is given under Notice of Annual General Meeting of the Company.

The information pursuant to Regulations 36 of Listing Regulations and Secretarial Standards-2 is disclosed in the Notice of AGM.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 ("the Act"), 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 standards have been followed and there are no material departures;

b) They have selected 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 your Company at the end of the Financial Year and of the profit/ loss of your Company for that period;

c) They 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 your Company and for preventing and detecting fraud and other irregularities;

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 Company and that such internal financial controls are adequate and are operating effectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. COMMITTEES OF THE BOARD:

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition of the following Committees are also hosted on the website of the Company at: http://www.elandapparel.com/pdf/composition-of-committees.pdf :

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

4. Risk Management Committee.

5. Finance Committee

6. Inquiry Committee

The specifics concerning the composition and convened meetings of these committees within the reviewed year are elucidated in the Corporate Governance Report, an integral component of this document.

Furthermore, the Companys Board of Directors has also established an Internal Complaint Committee in accordance with the mandates of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, aimed at preventing and prohibiting instances of sexual harassment of women within the workplace.

21. NOMINATION AND REMUNERATION POLICY:-

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 ofthe Act and Listing Regulations. The Policy is also available on the website of the Company: http://www.elandapparel.com/Nomination%20&%20Remuneration%20Policy.pdf

22. EXTRACT OF ANNUAL RETURN:

In accordance with the revised Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended by the Ministry of Corporate Affairs (MCA), a modification has been implemented wherein, instead of annexing an abridged version of the annual return (as formulated in Form MGT 9) to the Directors Report, the Company is now required to facilitate access to the complete annual return via its official website, if applicable. A hyperlink directing to the annual return is then included in the Directors Report. In alignment with this, a comprehensive copy of the Annual Return is accessible on the Companys official website at the following URL: https://www.elandapparel.com

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed hereto and marked as Annexure II and forms part of this Report.

24. CORPORATE GOVERNANCE REPORT:

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

25. PARTICULAR OF REMUNERATION OF DIRECTORS, KMPS AND EMPLOYEES:

This information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, forms part of this report as per Annexure IV

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexedhereto and marked as Annexure V and forms part of this Report.

27. AUDITORS AND REPORTS:

a) STATUTORY AUDITORS OF THE COMPANY:

At the 21st Annual General Meeting held on 29th September, 2018, the Members approved appointmentof M/s. Hinesh R Doshi & Co LLP, Chartered Accountants (Firm registration No: 103677W/W-100056) pursuant to the provisions of Section 139 of the Companies Act, 2013, to hold office from the conclusion of the 21st Annual General Meeting until theconclusion of the 26th Annual General Meeting to be held for the financial year 2023 and they continue to be the Statutory Auditor of the Company. However, the term of M/s. Hinesh R Doshi & Co LLP, Chartered Accountants (Firm registration No: 103677W/W-100056) is expiring at the ensuing AGM.

Pursuant to the provisions of the Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s SINGHI & CO, Chartered Accountants, having Firm Registration No. 0302049E are proposed to be appointed as the Statutory Auditors of the Company for the term of five consecutive years, who shall hold office from the conclusion of the 26th Annual General Meeting (AGM) till the conclusion of the 31st AGM of the Company to be held in for the year 2028.

Necessary resolution for appointment of the said auditors is contained in the Notice of the ensuing AGM for seeking approval of the members.

There are no observations / qualifications made by the Statutory Auditors in their report for the financial year ended 31st March 2023 and therefore, do not call for any further comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, the report of the Statutory Auditors along with notes to Schedules forms part of Annual Report.

b) SECRETARIAL AUDITORS OF THE COMPANY:

Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. TheBoard appointed M/s. Shanu Mata and Associates, Practicing Company Secretary in Practice (M No. 12161, CP No. 17999), Mumbai, as Secretarial Auditor to conduct Secretarial Audit of the Company for the FinancialYear 2022-23 and their report is annexed hereto and marked as Annexure - VI.

Observation made by Secretarial Auditor as per said report along with explanation made by Board of Directors is given below:

Sr. No. Particulars of observation

Explanation by the Board

1. As per regulation 30, Schedule III, Part A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Outcome of the meetings of the Board of Directors should be filed with Stock Exchange within 30 minutes of the closure of the Meeting. However, Outcome of Meetings of The delay has occurred due to unavoidable circumstances and practical challenges such as Technical & connectivity issues.
Board of Directors held on 14th November, 2022 was uploaded after expiry of 30 minutes of closure of the meetings due to technical and connectivity issue. Further no adverse comments to offer on the same. The Company will strive to avoid such delay in future.
2. As per regulation 47 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the newspaper publication for every meeting of board of directors at which the financial results were The newspaper publication was made within 48 hours.
approved needs to be filed with Stock Exchange(s) within a period of 48 hours of conclusion of the meeting. However, the newspaper publication of the meeting held on 05.08.2022 at 17.00.00 was filed with Stock Exchange on 8th August, 2022 at 16.58.56 i.e. with delay of 1 (one) day. The Company will strive to avoid such delay in future.
3. As per Section 56 of the Companies Act, 2013 provides that the transfer of shares of the company and other securities will be registered by a company. However, there were transfer of shares in FY 2022, which should have been record in MGT-7 filed in year 2023 but the same has not been shown or recorded. The Company is listed and there can be transfer of shares and there is no Non- Compliance of Section 56. Even if there is mismatch with MGT-7, there can be demat transfer of shares and where the applicability of section 56 triggers.

c) COST AUDITORS OF THE COMPANY:

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

Also, maintenance of Cost Records is not applicable to the Company.

28. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

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

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises of experienced professionals who conduct regular audits across the Companys operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Company has also appointed M/s. R. Singhvi & Associates, Chartered Accountants as Internal Auditors for the Financial Year 2022-23, who reviews the various functions of the Company thoroughly and report to the Audit Committee.

During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized the detailed analysis of key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on 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 in their report as required under the Companies (Auditors Report) Order, 2020.

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

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

30. CODE FOR PREVENTION OF INSIDER TRADING

On 31st December, 2018, Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from 1st April, 2019. In line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Companys website at: https://elandapparel.com/E-Land%20Apparel%20-%20Code%20of%20Fair%20Disclosure%2030.03.2019.pdf

31. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take

(at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

The Risk Management Policy of the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company pursuant to the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the same are mentioned in the Corporate Governance Report. The policy is also available on the Companys website at http://elandapparel.com/Eland%20-%20Risk%20Management.pdf

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations2015 the Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) for

Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman ofthe Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The policy is also available on the Companys website at https://elandapparel.com/Whistle%20Blower%20Policy%2030.03.2019.pdf

33. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the Financial Year 2022-23 the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2023. Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013.

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

During the year 2022-23, no Significant & Material Orders Passed by the Regulators & Court.

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

The Company has not issued any shares with differential rights and hence no information as 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.

36. 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 and hence 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.

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

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

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

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4)of Companies (Share Capital and Debentures) Rules, 2014 isfurnished.

39. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the 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 and approved by the Central Government.

40. INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees. The Company continues to focus on extensive training and developmental activities and efficiency and quality improvement initiatives. The total number of employees as on 31st March, 2023 was 2192.

41. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of Companys business during the year under review.

42. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY:

There have been no other material changes and commitments affecting the financial position of yourCompany since the close of Financial Year i.e. 31st March, 2023.

43. APPRECIATION / ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and express their gratitude for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by Government Authorities, Banks, Corporate Debt Restructuring (CDR) Cell, Financial Institutions, Vendors, Customers, Advisors and other business partner.