DIRECTORS' REPORT

To,

The Members of E-Land Apparel Limited

(formerly known as Mudra Lifestyle Limited),

Your Directors present the 18th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2015.

OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

In the previous year, the Company had transferred its D-1 unit at Tarapur to E-Land Fashion India Pvt. Ltd under a slump sale agreement for a consideration of Rs. 4,649 lacs and the related profit on sale was credited to the statement of profit and loss in the previous year.Simultaneously, the Company entered into a Business Continuation Agreement ('BCA') with E-land Fashion India Private Limited ('Eland India'). As per the agreement, the Company is conducting the Fabric Business of D-1 Unit Tarapur for and on behalf of Eland India for facilitating smooth transition of Fabric Business of D-1 Unit Tarapur to Eland India. Pending certain statutory registrations, the sales, purchases, receipts/payments made by the Company in the capacity of an agent of Eland India have been excluded from the financial statements of the Company. Accordingly, the figures for the year ended March 31, 2014 includes the figures relating to D-1 unit and are not strictly comparable.

TRANSFER TO RESERVES:

As there are losses for the financial year 2014-15, the Company did not transfer any amount to reserves during the year.

DIVIDEND:

As there are no profits, the Board of Directors of the Company does not recommend any payment of dividend on the shares for the financial year 2014-15.

NAME CHANGE OF THE COMPANY:

During the year under review, the Board of Directors of your Company approved the name change of the Company from Mudra Lifestyle Limited to "E-Land Apparel Limited" at its meeting held on 14th November, 2014. Approval of Members was received through Postal Ballot, result of which was declared on 14th January, 2015. Subsequently the Company has received fresh Certificate of Incorporation from Registrar of Companies, Mumbai on 2nd February, 2015 and hence the name of the Company stands changed from Mudra Lifestyle Limited to "E-Land Apparel Limited".

BOOK CLOSURE:

The Register of Members and Share Transfer Books shall remain closed on Thursday, 24th September, 2015 and Friday, 25th September, 2015, both days inclusive. The Annual General Meeting of the Company is scheduled to be held on 30th September, 2015 in Mumbai.

CORPORATE DEBT RESTRUCTURING (CDR):

In order to overcome debt repayment obligations, the Company had applied for the restructuring of its debts through CDR Mechanism envisaged under the Reserve Bank of India (RBI) guidelines dated 23rd August, 2001 and subsequent amendments thereto which was approved by the CDR Cell vide their letter of approval dated 27th June, 2012 subject to the compliance of the conditions mentioned therein and the implementation of the CDR Scheme within a period of 120 days from the issuance of the Letter of Approval. The Company has already executed Master Restructuring Agreement (MRA) and has opened the Trust and Retention Account (TRA) with SBI on the terms and conditions set out in Trust and Retention Account Agreement. Other follow-on procedures such as Security creation in favour of SBICAP Trustee Ltd., as a security Trustee for beneficial interest of all existing CDR lenders for majority of its properties is completed and for rest of the properties it is in advanced stage for creation of security.

SEBI NOTICE:

Your Company had received an order dated 4th June, 2013, issued under Sections 11(1), 11 (2)(j), 11(4) and 11(B) of the SEBI Act, 1992 read with section 12A of SCRA Act, 1956 in relation to the compliance with requirement of Minimum Public Shareholding.

Mr. Murarilal Agarwal, Mr.Ravindra Agarwal, Mr.Vishwambharlal Bhoot (Old Promoters) and E-Land Asia Holdings Pte Ltd. formed the promoter group of your Company. As per the provisions of the Securities Contracts (Regulations) Rules, 1957, as amended (SCRR) and Clause 40A of the Listing Agreements entered into with Stock Exchanges where the shares of the Company are listed, your Company was required to maintain a public shareholding of 25% of the aggregate paid-up equity share capital (Minimum Public Shareholding Threshold) (MPS). Accordingly, the public shareholding of the Company falls short of the required MPS by 10.79%.

The Original Promoters thereby on 26th September, 2014, made an offer for sale of approximately 51,80,000 equity shares of face value of Rs.10 each representing 10.79% of the total paid-up share capital of the Company, through the stock exchange mechanism in accordance with circular no. CIR/MRD/DP/18/2012 dated July 18, 2012 issued by the SEBI and as amended by SEBI vide its circular no. CIR/MRD/DP/24/2014 dated August 8, 2014.

Company achieved compliance with MPS norms on 26th September, 2014.

The proceedings for the matter stated above are under adjudication with Ms. Rachna Anand, Deputy General Manager and Adjudicating Officer. We have filled our reply in the aforesaid matter.

SHARE CAPITAL:

During the year under review, your Company's Authorised Share Capital is Rs. 6,001 Lakhs comprising of 6,00,10,000 Equity Shares of Rs. 10/- each. The Company's paid up capital is Rs. 4,799.05 Lakhs comprising of 4,79,90,469 Equity Shares of Rs. 10/- each fully paid up.

LISTING:

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code no. 532820 and on National Stock Exchange of India Limited (NSE) with symbol as ELAND.

The listing fee for the year 2015-16 has been paid to both the Stock Exchanges.

DIRECTORS:

Mr. Gagan Rai, Independent Director on the Board of Directors and Chairman of the Audit Committee tendered his resignation with effect from 3rd June, 2014. Mr. Wan Ki Eun, Independent Director resigned from the Board of the Company with effect from 5th August, 2014 due to his pre-occupation. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered by Mr. Gagan Rai and Mr. Wan Ki Eun during their tenure as Director.

The Board of Directors of the Company vide Circular Resolution dated 19th June, 2015 had appointed a Women Director Mrs. Elizabeth Ravi as an Additional Independent Director and who holds office upto the date of ensuing Annual General Meeting of the Company. The Company had received a notice from a Member of the Company under Section 160 of the Companies Act, 2013 in respect of her appointment as the Director at the ensuing Annual General Meeting of the Company, along with the deposit prescribed there under.

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014 an Independent Director of a Company can be appointed for a term of 5 consecutive ye ars and shall not be liable to retire by rotation.

To comply with the above provisions of Section 149 (1) and Clause 49(II)(A) of the Listing Agreement, it is proposed to appoint Mrs. Elizabeth Ravi as an Independent Director of the Company to hold office as such upto 18th June, 2020, who shall not be liable to retire by rotation. Your Board recommends the above appointments.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Kwang Hyuck Choi is liable to retire by rotation at the ensuing Annual General Meeting of the Company. Mr. Kwang Hyuck Choi, being eligible, offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges where the shares of the Company are listed are given in the Notice convening 18th Annual General Meeting.

The Company had filed requisite Form MR-2 for approval of re-appointment and payment of remuneration for Mr. YangweonYoo on 07th April, 2015, Mr. Kwang Hyuck Choi and Mr. Jung Ho Hong on 06th April, 2015. The Central Government approval is pending and the follow up for the same is in process.

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 stating that they meet the criteria of independence as provided in sub-section (6).

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT - 9 is attached as "Annexure A" to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 5 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered with the Stock Exchanges, the following have been made a part of the Annual Report and are attached to this report:

* Management Discussion and Analysis Report

* Corporate Governance Report

* Auditors' certificate regarding compliance of conditions of Corporate Governance

FIXED DEPOSITS:

The Company has not accepted / renewed any deposits within the meaning of Section 73 and Section 74 of the Companies Act, 2013 and the Rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-

(1) in the preparation of the annual accounts, for the year ended 31st March, 2015, the applicable Accounting Standards have been followed and that there are no material departures;

(2) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended 31st March, 2015;

(3) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) they have prepared the annual accounts on a "Going Concern" basis.

(5) proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

(6) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy, providing

(a) criteria for determining qualifications, positive attributes and independence of directors and

(b) a policy on remuneration for directors, key managerial personnel and other employees.

The detailed Remuneration Policy is placed on Company's website www.elandapparel.com  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

All Related Party Transactions upto 31st March, 2015 were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for a period up to 31st March, 2015 and for the financial year 2015-16. 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.

There are 'material' related party transactions as defined under clause 49 of the Listing Agreement, the details of the same are disclosed in Form AOC-2 in that regard which is attached as "Annexure B" to this report.

The Policy on RPTs as approved by Board is uploaded on the Company's website www.elandapparel.com  

The Company undertakes the transactions of purchase and sale of goods and availing/rendering services with E-Land Group of Companies as mentioned in point 32 in Notes to Accounts.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. MATERIAL CHANGES AND COMMITMENTS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as "Annexure C" to this report.

RISK MANAGEMENT POLICY

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Clause 49( 11) (F) of the Listing Agreement, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company's website www.elandapparel.com .

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) initiatives were not undertaken during the year pursuant to section 135 of the Companies Act, 2013 as the Company does not fall under the criteria specified in the Act for CSR.

REFERENCE TO THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION ("BIFR") UNDER THE PROVISIONS OF THE SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT, 1985:

The total losses of the Company as on 31st March, 2015 have exceeded its entire Net Worth. Accordingly, your Company is proposing to make a reference to the BIFR under the provisions of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 for determination of the measures that should be adopted by your Company to revive the Company. Your Company is in the process of collating all the requisite data needed for making the reference to the BIFR.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.B. K. Pradhan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure D".

No adverse comments have been made in the said report by the Practising Company Secretary. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has an employee drawing remuneration above the limits mentioned in Section 197(12) of the Companies Act,

2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 as amended from time to time, the details of the same is attached in "Annexure E" to this report.

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 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2015.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorised, 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 Company's operations. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee.

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

AUDITORS:

In the last Annual General Meeting (AGM) held on 30th September, 2014, M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, have been appointed Statutory Auditors of the Company for a period of 5 years. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing AGM. Further, M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. They have also confirmed their compliance pursuant to clause 41(1) (h) of the Listing Agreement in respect of "Peer Review Certificate" issued by the Peer Review Board of ICAI.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The Auditor's have qualified the Audit report and the Company's response to the same is as follows:

1. Auditor's Qualification

We report that, upon disposal of certain revalued fixed assets, Company has transferred Rs. 1,430.19 lacs, corresponding to the amount remaining unadjusted in the revaluation reserve as at the date of disposal in relation to these assets, to the statement of profit and loss instead of transferring the same to general reserve as required by Accounting Standard 10 "Accounting for fixed assets". Had the management transferred this amount from the revaluation reserve directly to the general reserve, loss for the year and balance in general reserve would be higher by Rs. 1,430.19 lacs.

Company's Response

As per PARA 14.4 of Accounting Standard -10 "Accounting for Fixed Assets" The amount standing in revaluation reserve following the retirement or disposal of an asset which relates to that asset "may" be transferred to general reserve.

Since the word "may" is used, Management is of the view that the adjustment can also be transferred to the statement of profit and loss. However, though the audit report states that the same has understated the loss for the year, there is no impact of the same on the retained earnings. Further, the same being a non-cash item, there is no adverse impact on the financial position of the company. Also, as a matter of abundant caution, Company has separately disclosed the same in the statement of profit and loss as an exceptional item.

2. Auditor's Qualification

Trade receivables and Trade payables as at March 31, 2015 are subject to confirmation of balances and reconciliations with the respective parties. The financial statements do not include the impact of adjustments, if any, which may arise out of the confirmation and reconciliation process and accordingly we are unable to comment on the matter including any consequential impact that may arise in this regard in these financial statements.

Company's Response

In case of trade receivables, the Company has ensured that adequate provisions have been made in the books for all doubtful debts. In case of trade payables, Company has ensured all provisions / accruals have been recorded in the books. Management has adequate processes in place which ensure that all transactions are correctly recorded in the right period in the books of accounts. Management is in the process of preparing the reconciliations with trade receivables / trade payables. However, Management has ensured that all transactions have been recorded and the reconciliation process may not result in any material adjustment in the financial statements.

RECONCILIATION OF SHARE CAPITAL AUDIT:

In compliance of circular no.D&CC/FITTC/CIR-16/2002 dated 31st December, 2002 further amended by Circular No.CIR/ MRD/DP/30/2010 dated 6th September, 2010 issued by the Securities and Exchange Board of India ("SEBI"), Reconciliation of Share Capital Audit has being carried out at the specified intervals by a Practicing Company Secretary and have been submitted to the Stock Exchanges where the Company is listed within due dates.

APPRECIATION / ACKNOWLEDGEMENT:

Board of Directors wish to express their gratitude and record sincere appreciation for the dedicated efforts of all the employees of the Company. Directors are thankful to the esteemed shareholder for their continued support and confidence reposed in the Company. 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 partners.

For and on behalf of the Board

Sd/- YangweonYoo Managing Director

Sd/- Jung Ho Hong Executive Director

DIN:03629831 DIN:02229634

Date: 12th August, 2015

Place: Mumbai