Your directors present the 28th Annual Report of the Company together with the Audited FinancialStatements for the Financial Year ended 31st March 2025.
The Financial Performance of the Company for the year ended 31st March 2025 is summarized below:
(Rs. In Lakhs)
Particulars
Year ended 31stMarch, 2025
Year ended 31stMarch, 2024
Operational & Other Income
31,034.05
22,249.89
Less: Expenses
(30,006.67)
26,232.40
Loss/profit before tax
1,027.38
(3,982.51)
Less/(Add): Provision for Taxation
(339.01)
-
Exceptional Items
Profit/(loss) After Tax
1,366.39
Other Comprehensive Income
13.42
(22.97)
Deferred Tax
(4.69)
Total comprehensive income/loss for theperiod
1,375.12
(4,005.48)
The Company's total income from operations for F.Y. 2024-25 was Rs. 30,039.21/- lacs, which is moreas compared to last year's income from operations by Rs. 8,499.84/- (Rs. 21,539.37 lakhs in F.Y 2023¬24).
The total expenses for F.Y. 2024-25 at Rs. 30,006.67/- lacs which are higher by Rs.3,774.27/- (Rs.26,232.40 lakhs. In F.Y 2023-24). Profit after tax for F.Y. 2024-25 stood at Rs. 1,375.12/- lacs.
The company's product quality standards have been able to maintain steady relationships with ourlong-standing customers along with building relationships with several new customers.
Further, the operations/ state of the company's affairs/ nature of business forms part of theManagement discussion and Analysis Report forming part of the Annual Report.
The Company has not transferred any amount to the Reserves for the financial year ended March 31,2025.
Your directors have not recommended any dividend for the year ended March 31, 2025.
The Company is not required to transfer any amount to IEPF Account.
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 anyamendment thereto or re-enactment thereof for the time being in force), Loans, guarantees andinvestments covered under Section 186 of the Companies Act, 2013 form part of FinancialStatements provided in this Annual Report.
During the year under review, there has been no loan taken from the Directors or their relatives bythe Company.
All related party transactions that were entered into during the Financial Year were on an arm'slength basis and were in the ordinary course of business as part of Company's philosophy ofadhering to highest ethical standards, transparency and accountability.
All Related Party Transactions up to 31st March 2025 were placed before the Audit Committee andthe Board for approval. Also, prior omnibus approval of the Audit Committee was obtained forRelated Party Transactions for the Financial Year 2024-25. The transactions entered pursuant tothe omnibus approval so granted were audited and a statement giving details of all related partytransactions 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 ofthe Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked asAnnexure - I and forms part of this Report.
In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has
approved a policy on related party transactions. An abridged policy on related party transactionshas been placed on the Company's website at: https://elandapparel.com
Further, none of the Directors / Key Managerial Personnel has any pecuniary relationships ortransactions vis-a-vis the Company which may have potential conflict with the interest of theCompany at large.
During the year under review, your Company did not have any subsidiary, associate or jointventure Company, hence the disclosure under said clause is not applicable.
The assets of the Company are adequately insured. The Company has also taken out suitable coverfor Public Liability Insurance.
During the year under review, the Company has not accepted or renewed any amount falling withinthe purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, therequirement for furnishing of details relating to deposits covered under Chapter V of the Act or thedetails of deposits which are not in compliance with Chapter V of the Act is not applicable.
During the year under review, your Company's Authorized Share Capital is Rs. 60,01,00,000comprising of 6,00,10,000 Equity Shares of Rs. 10/- each. The Company's 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 yearunder review there has been no change in the Share Capital of the Company. As on 31st March 2025,none of the Directors of the Company holds shares in the Company.
Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Managementpersonnel, who have affirmed compliance with the Code. The adoption of the Code stems from thefiduciary responsibility that the Directors and the Senior Management have towards the stakeholdersof the Company. Your Board of Directors is committed to good governance practices based onprinciples of integrity, fairness, transparency and accountability for creating long-term sustainableshareholder 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 mattersof the Company.
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 ofthe Annual Report. A certificate from M/s Singhi & Co, Chartered Accountants regarding thecompliance of the Corporate Governance requirements as per relevant provisions of SEBI LODRRegulations forms part of the Annual report. Further, information about all elements of theremuneration package etc. of individual directors' forms part of the Annual Report.
During the year under review, none of the Directors of the Company have drawn any remuneration/Commission from the Company's holding Company / subsidiary Companies.
During the year under review, no Company has become or ceased to be Subsidiary, Associate or Jointventure. Also, the Company does not have any subsidiary, Associate or Joint Venture Company.
As the Company does not fall under any of the threshold limits given under the provisions of Section135 of the Companies Act, 2013, the compliances under CSR are not applicable to the Company.
The independent directors have submitted the Declaration of Independence, as required pursuantto section 149(7) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 stating that they meet the criteria ofindependence as provided in sub-section (6). There has been no change in the circumstances,which has affected their status as independent directors. In the opinion of the Board, all theIndependent Directors possess the integrity, expertise and experience including the proficiencyrequired to be Independent Directors of the Company, meets the criteria of independence asspecified in the Act and the SEBI LODR Regulations and are independent of the management andhave also complied with the Code for Independent Directors as prescribed in Schedule IV of theAct. The Independent Directors of the Company have confirmed that they have registeredthemselves with the Indian Institute of Corporate Affairs, Manesar and have their name includedin the databank of Independent Directors within the statutory timeline.
The Board is of the opinion that the Independent Directors of the Company hold the higheststandards 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 thansitting fees for attending meetings.
In a separate meeting of Independent Directors held on 13th February 2025, performance of non¬independent directors, performance of the Board as a whole and performance of the Chairmanwas evaluated.
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 programfor familiarization of the Independent Directors with the Company, details of which is available onthe website of the company at: https://elandapparel.com
During the year under review, the Board met Six times in accordance with the provisions of theCompanies Act, 2013 as on 30th May 2024, 13th August 2024, 30th October 2024, 14th November2024, 13th February 2025 and 20th March 2025 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 by theCompanies 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 the Board of Directors and requisite details are given in the CorporateGovernance Report.
The Board of Directors has adopted a formal mechanism for evaluating various aspects of theBoard's functioning its performance and as well as that of its committee i.e. Audit, Nominationand Remuneration, Stakeholders Relationship, Risk Management Committee and individualdirectors.
The criteria for performance evaluation of the Board include aspects like composition of the Boardand its Committees, culture, execution and performance of specific duties, obligations and
governance, experience, competencies etc. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as composition of theBoard and Committees, experience and competencies, performance of specific duties andobligations, governance issues etc. Separate exercise was carried out to evaluate the performanceof Individual Directors who were evaluated on parameters such as attendance, contribution at themeetings and otherwise, independent judgment, safeguarding of minority shareholders interestThe Board of Directors expressed their satisfaction with the evaluation process.
During the financial year 2024-25, Mr. Heegu Shin (DIN: 10747987) was appointed as the AdditionalDirector in the category of Executive Director with effect from 23rd August 2024, further hisappointment was regularized in meeting of shareholders in the 27th Annual General Meeting heldon 20th September, 2024 as a Whole Time Director in the Board of the Company.
During the financial year 2024-25, Appointment of Mr. Guy Deuk Yeon (DIN: 10551356) wasregularized in meeting of shareholders in the 27th Annual General Meeting held on 20th September,2024 as a Independent Director in the Company for a term not exceeding five (5) consecutive yearswith effect from 27th March 2024 to 26th March 2029.
In the opinion of the Board, all the Independent Directors (IDs) hold relevant experience, expertiseand 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 theCode of Conduct prescribed for the Senior Management of the Company.
During the year under review none of the Directors has resigned from the Company.
During the financial year 2024-25, none of the directors ceased to be the director of E-Land ApparelLimited as on 31 March 2025.
Pursuant to Section 152 of the Companies Act, 2013, and in accordance with the provisions outlinedin the Company's Articles of Association, Mr. Heegu Shin (DIN: 10747987), the Whole Time Directorof the Company, is scheduled for retirement by rotation at this 28th Annual General Meeting.
Mr. Heegu Shin , being eligible, has expressed his intention for re-appointment. It is herebyconfirmed that he holds no disqualifications under Section 164 of the Companies Act, 2013, whichpertains to the appointment of Directors.
Necessary resolution for re-appointment Mr. Heegu Shin as the Whole Time Director is given underNotice of 28th Annual General Meeting of the Company.
The information pursuant to Regulations 36 of Listing Regulations and Secretarial Standards-2 isdisclosed in the Notice.
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 ("the Act"), the Board ofDirectors 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 beenfollowed and there are no material departures.
b) They have selected accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent to give a true and fair view of the state of affairs ofyour Company at the end of the Financial Year and of the profit/ loss of your Company for thatperiod.
c) They have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of yourCompany 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 suchinternal financial controls are adequate and are operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Board of Directors of your Company has constituted the following committees in terms of theprovisions 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 theCompany at: http://www.elandapparel.com :
a) Audit Committee.
b) Nomination and Remuneration Committee.
c) Stakeholders' Relationship Committee
The specifics concerning the composition and convened meetings of these committees within thereviewed year are elucidated in the Corporate Governance Report, an integral component of thisdocument.
Furthermore, the Company's Board of Directors has also established an Internal ComplaintCommittee 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.
Furthermore, the Company's Board of Directors has also established an Internal ComplaintCommittee 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 ofsexual harassment of women within the workplace.
The salient features of the Nomination and Remuneration Policy of the Company are set out in theCorporate Governance Report which forms part of this Annual Report. The said Policy of theCompany, inter alia, provides that the Nomination and Remuneration Committee shall formulate thecriteria for appointment & re-appointment of Directors on the Board of the Company and personsholding Senior Management positions in the Company, including their remuneration and othermatters as provided under Section 178 of the Act and Listing Regulations. The Policy is also availableon the website of the Company: http://www.elandapparel.com
A hyperlink directing to the annual return is then included in the Directors' Report. In alignment withthis, a comprehensive copy of the Annual Return is accessible on the Company's official website atthe following URL: https://www.elandapparel.com
The information on conservation of energy, technology absorption and foreign exchange earningsand outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of TheCompanies (Accounts) Rules, 2014, is annexed hereto and marked as Annexure - II and forms part ofthis 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.
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 ofthis report as per Annexure - IV.
The Management Discussion and Analysis Report on the operations of the Company as requiredpursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is annexed hereto and marked as Annexure - V and forms part of this Report.
At the 26th Annual General Meeting held on 29th September, 2023, the Members approvedappointment of M/s Singhi & Co, Chartered Accountants, having Firm Registration No. 0302049Epursuant to the provisions of Section 139 of the Companies Act, 2013, to hold office from theconclusion of the 26th Annual General Meeting until the conclusion of the 31st Annual GeneralMeeting to be held for the financial year 2028 and they continue to be the Statutory Auditor ofthe Company.
There are no observations / qualifications made by the Statutory Auditors in their report for thefinancial year ended 31st March 2025 and therefore, do not call for any further comments fromthe 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 AnnualReport
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder and Regulation 24A of SEBI (Listing Obligations and Disclosure) (third Amendment)Regulations 20244, M/s. DSM and Associates, Practicing Company Secretaries having UCNP2015MH038100 and Peer Review No. 2229/2022, are proposed to be appointed as theSecretarial Auditors of the Company for the term of five consecutive years, who shall to holdoffice from the conclusion of 28th Annual General Meeting till the conclusion of 33rd AnnualGeneral Meeting (to be held in the calendar year 2030).
Necessary resolution for appointment of the said auditors is contained in the Notice of theensuing AGM for seeking approval of the members to conduct Secretarial Audit of the Company
There are no observations / qualifications made by the Secretarial Auditors in their report for thefinancial year ended 31st March 2025 and therefore, do not call for any further comments fromthe Board under Section 134(3) of the Companies Act, 2013. Their report is annexed hereto andmarked as Annexure - VI.
In terms of Section 148 of the Companies Act, 2013 the Company is not required to appoint CostAuditor of the Company.
Also, maintenance of Cost Records is not applicable to the Company.
The Company has an internal control system, commensurate with the size, scale and complexity of itsoperations. This ensures that all transactions are authorized, recorded and reported correctly, andassets are safeguarded and protected against loss from unauthorized use or disposition. YourCompany has adequate internal controls for its business processes across departments to ensureefficient operations, compliance with internal policies, applicable laws and regulations, protection ofresources and assets and appropriate reporting of financial transactions.
The Company has an 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 Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness ofthe internal control systems and is also apprised of the internal audit findings and corrective actions.The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditorsand Business Heads are periodically apprised of the internal audit findings and corrective actions.
The Company has appointed M/s. MK Bagrecha & Associates, Chartered Accountants as InternalAuditors for the Financial Year 2024-25 who reviews the various functions of the Companythoroughly and report to the Audit Committee.
There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section143(12) of the Act read with Companies (Accounts) Rules, 2014.
On 31st December 2018, Securities and Exchange Board of India amended the Prohibition of InsiderTrading Regulations, 2015, prescribing various new requirements with effect from 1st April, 2019. Inline 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 Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conductalso includes code of practices and procedures for fair disclosure of unpublished price sensitiveinformation and has been made available on the Company's website at:https://elandapparel.com
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 ofunfortunate events or to maximize the realization of opportunities.
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A keyfactor in determining a company's capacity to create sustainable value is the risks that the companyis willing to take (at strategic and operational levels) and its ability to manage them effectively. Manyrisks exist in a company's operating environment, and they emerge on a regular basis. The Company'sRisk Management process focuses on ensuring that these risks are identified on a timely basis andaddressed.
The Risk Management Policy of the Company including identification therein of elements of riskwhich in the opinion of the Board may threaten the existence of the Company pursuant to theprovisions 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 Company's website at:
http://elandapparel.com
In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read withRule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI(LODR) Regulations 2015 the Company already has in place "Vigil Mechanism Policy" (Whistle BlowerPolicy) for Directors and employees of the Company to provide a mechanism which ensures adequatesafeguards 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 theChairman of the Audit Committee. The Company is committed to adhering to the highest standardsof ethical, moral and legal conduct of business operations. The policy is also available on theCompany's website at: https://elandapparel.com
The Company has zero tolerance for sexual harassment at workplace and has adopted a policyagainst 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 2024-25 the Company has not received any complaints on sexualharassment and hence no complaints remain pending as of 31st March, 2025. Further, the Companyhas complied with provisions relating to constitution of Internal Complaints Committee under SexualHarassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013.
During the year 2024-25, no Significant & Material Orders Passed by the Regulators & Court.
The Company has not issued any shares with differential rights and hence no information as perprovisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital andDebenture) Rules, 2014 is furnished.
The Company has not issued any sweat equity shares during the year under review and hence noinformation 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.
The Company has not issued any equity shares under Employees Stock Option Scheme during theyear under review and hence no information as per provisions of Section 62 (1) (b) of the Act readwith Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
During the year under review, there were no instances of non-exercising of voting rights in respect ofshares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act readwith Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
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 andapproved by the Central Government.
The relationship with the workmen and staff remained cordial and harmonious during the year andthe management received full cooperation from the employees. The Company continues to focus onextensive training and developmental activities and efficiency and quality improvement initiatives.The total number of employees as on 31st March 2025 was 2601
There was no change in the Company's business during the year under review.
There have been no other material changes and commitments affecting the financial position of your
. Company since the close of the Financial Year i.e. 31st March 2025.
Your directors state that no disclosure or reporting is required in respect of the following items asthere were no transactions on these items during the period under review:
1. No application has been made or any proceeding pending under the Insolvency and BankruptcyCode, 2016.
2. Any one-time settlement and the valuation were not done while taking loan from the Banks orFinancial Institutions.
The Company has complied with the provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and summary of complaints received and resolved during the reportingperiod is mentioned below; [If Internal Complaints Committee is constituted]
(a) number of complaints of sexual harassment received in the year;
(b) number of complaints disposed off during the year; and
(c) number of cases pending for more than ninety days.
The Company has complied with the Maternity Benefit Act, 1961, to the extent applicable.
Your directors wish to place on record their appreciation and express their gratitude for thecontribution made by the employees at all levels but for whose hard work, and support, yourCompany's achievements would not have been possible. The Board takes this opportunity to expressits gratitude for the valuable assistance and co-operation extended by Government Authorities,Banks, Corporate Debt Restructuring (CDR) Cell, Financial Institutions, Vendors, Customers, Advisorsand other business partner.
For E-land Apparel Limited Dong Ju Kim Guy Deuk Yeon
Managing Director Independent Director
DIN:08060629 DIN: 10551356