The Members of
ECO RECYCLING LIMITED
The Directors are pleased to present the Twenty Fourth Annual Reportalong with the Audited Financial Statements of your Company for the Financial Year ended31st March 2018.
1. THE STATE OF THE COMPANY'S
AFFAIRS
We are proud to share that your company who pioneered formalrecycling of electrical & electronic waste (E-waste) in the year 2005 in India is nowcompleting 14th year of its services to the nation and environment. The growth of e-wastegeneration will certainly improve business of the formal recyclers and your company ispoised to take advantage of this unfolding opportunity.
Your company is gearing up to shoulder greater responsibility and isworking on larger business plans to implement to avail the growing opportunity in thee-waste recycling segment.
1.1 KEY FINANCIAL HIGHLIGHTS (Rs in Lacs)
| Particulars | 2017-18 | 2016-17 |
| Income | 1417.00 | 1990.00 |
| Expenditure | 1360.00 | 1965.00 |
| Profit/ (Loss) before | 94.00 | 58.00 |
| Depreciation and Tax | | |
| Exceptional Item | 901.00 | 135.00 |
| Depreciation | 37.00 | 33.00 |
| Profit /(Loss) before Tax | (844.00) | (110.00) |
| Deferred Tax/Current Tax | - | 5.00 |
| Profit/ (Loss) after Tax | (844.00) | (105.00) |
During the year under review the Company has reported a totalincome of Rs 1417 lakhs out of which non-operating income amounts to Rs 265.66 lakhs.Income from operations is Rs 1151.00 lakhs which has decreased by Rs 793.69 lakhs i.e. by40.80% as compared to the previous year.
1.2 Change in nature of Business
During the year there was no change in business activity of thecompany.
1.3 Changes in Share Capital
During the Financial Year 2017-18 there was no change in capitalstructure of the company. The paid up equity capital as on March 31 2018 is Rs 17.54Lacs. During the year under review the company has not issued shares with differentialvoting rights nor has granted any stock option or sweat equity shares.
1.4 Revision of Annual Financial
Statement
There was no case of revision in financial statement during the year.
2. DIVIDEND
Your Directors have not recommended any dividend for the financial yearended March 31 2018.
3. TRANSFERS TO RESERVES
During the year the Company has not transferred any amount to thereserves.
4. M AT E R I A L C H A N G E S A N D COMMITMENTS AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENT RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
5. CONSERVATION OF ENERGY
TECHNOLOGY ABSORPTION
Since Recycling is the core activity of your Company Section 134(3) ofthe Companies Act 2013 read with the rules made thereunder the clause relating toConservation of Energy and Technology absorption is not applicable to your Company.
6. FOREIGN EXCHANGE EARNINGS
AND OUTGO
The Foreign Exchange earned in terms of actual inflows during theyear and the Foreign Exchange outgo in terms of actual outflows during the year is asfollows:
(Rs in Lacs)
| Particulars | 2017-18 | 2016-17 |
| Earnings in | 94.59 | 29.66 |
| Foreign Currency | | |
| Expenses in | Nil | - |
| Foreign Currency | | |
7. EXTRACTS OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extracts of the Annual Return as at March 31 2018 formspart of this report as Annexure I.
8. DEPOSITS
During the year under review your Company did not accept any depositswithin the meaning of provisions of Chapter V – Acceptance of Deposits by Companiesof the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
9. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIALCONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal financial controls beside timelystatutory audit limited reviews and internal audits taking place periodically.
The Board in its meeting held on 30.05.2018 has appointed Abhishek Ruia& Company Chartered Accountants having
Membership No. 135938 as Internal Auditor of the Company for thefinancial year 2018-19.
10. BOARD MEETINGS
The Board of Directors (herein after called as "the Board")met for 8 (Eight) times during the Year under review:
| Date of Meetings | Venue and time of the meeting | Directors present | Directors to whom Leave of absence was granted |
| | | | |
| 1 | 09.05.2017 | 422 4th Floor | i) B K Soni | i) Vijay Acharaya |
| | The Summit Business Bay Opp. Cine Max Theater | ii) Aruna Soni | ii) Dattatraya Devale |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii) Srikrishna B. | |
| | 400093 | iv) Shashank Soni | |
| | Time: 4:00 P.M. | | |
| 2 | 30.05.2017 | 422 4th Floor | i) B K Soni | i) Vijay Acharaya |
| | The Summit Business Bay Opp. Cine Max Theater | ii) Aruna Soni | ii) Dattatraya Devale |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii) Srikrishna B. | |
| | 400093 | iv) Shashank Soni | |
| | Time: 4:00 P.M. | | |
| 3 | 03.07.2017 | 422 4th Floor | i) B K Soni | i) Vijay Acharaya |
| | The Summit Business Bay Opp. Cine Max Theater | ii) Aruna Soni | ii) Dattatraya Devale |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii) Srikrishna B. | |
| | 400093 | iv) Shashank Soni | |
| | Time: 4:00 P.M. | | |
| 4 | 14.09.2017 | 422 4th Floor | i) B K Soni | i) Vijay Acharaya |
| | The Summit Business Bay Opp. Cine Max Theater | ii) Aruna Soni | ii) Shashank Soni |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii) Dattatarya Devale | iii) Srikrishna B. |
| | 400093 | | |
| | Time: 4:00 P.M. | | |
| 5 | 17.11.2017 | 422 4th Floor | i) B K Soni | i) Dattatarya Devale |
| | The Summit Business Bay Opp. Cine Max Theater | ii) Aruna Soni | ii) Srikrishna B. |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii) Vijay Acharaya | iii) Shashank Soni |
| | 400093 | | |
| | Time: 4:00 P.M. | | |
| 6 | 14.12.2017 | 422 4th Floor | i) B K Soni | i) Dattatarya Devale |
| | The Summit Business Bay Opp. Cine Max Theater | ii) Aruna Soni | ii) Vijay Acharaya |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii) Srikrishna B. | iii) Shashank Soni |
| | 400093 | | |
| | Time: 4:00 P.M. | | |
| 7 | 20.01.2018 | 422 4th Floor | i) Shashank Soni | i) B K Soni |
| | The Summit Business Bay Opp. Cine Max Theater | ii) Srikrishna B. | ii) Dattatraya Devale |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii) Aruna Soni | iii) Vijay Acharya |
| | 400093 | | |
| | Time: 4:00 P.M. | | |
| 8 | 28.03.2018 | 422 4th Floor | i)B K Soni | i) Vijay Acharaya |
| | The Summit Business Bay Opp. Cine Max Theater | ii)Srikrishna B. | |
| | Andheri - Kurla Road Andheri (East) Mumbai – | iii)Shashank Soni | |
| | 400093 | iv)Aruna Soni | |
| | | v)Dattatraya Devale | |
| | Time: 4:00 P.M. | | |
11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. B. K. Soni retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment.
During the year under review Miss. Priyanka Bang Company Secretary hasbeen resigned from the office w.e.f. 17.02.2018 and Ms. Pooja Sharma has been appointed asCompany Secretary as on 28.03.2018 to be consider as KMP under Section 203 of theCompanies Act 2013. Disqualifications of Directors
During the year declarations received from the Directors of the Companypursuant to Section 164 of the Companies Act 2013. The Board appraised the same and foundthat none of the director is disqualifiedfor holding office as director as on 31st March2018.
12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT
DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT 2013:
All Independent Directors of your Company have given a declarationpursuant to Section 149(7) of the Companies Act 2013 affirming compliance to the criteriaof Independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 and the Rules madethereunder.
13. FAMILIARIZATION PROGRAMME:
The objective of a familiarization programme is to ensure that thenon-executive directors are updated on the business environment and overall operations ofthe Company. This enables the non-executive directors to make better informed decisions inthe interest of the Company and its stakeholders.
In compliance with the requirements of SEBI Regulations the Companyhas put in place a familiarization programme for the Independent Directors to familiarizethem with their role rights and responsibility as Directors the working of the Companynature of the industry in which the Company operates business model etc.
With a view to familiarize the independent directors with the Company'soperations as required under regulation 25(7) of the SEBI Listing Regulations 2015 thefamiliarization programme has been posted on the website of the Company under the weblink: http:// ecoreco.com/Uploads/Downloads/ Familarization_Programme.pdf
14. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board membersand senior management and Independent Directors of the Company. All the Board membersincluding independent directors and senior management personnel have affirmed compliancewith the code of conduct.
15. NOMINATION & REMUNERATION
COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the requirement of Section 178 of the Companies Act 2013 andRegulation 19 and 20 of SEBI (LODR) Regulations 2015 the Company has constitutedNomination and Remuneration Committee and Stakeholders Relationship Committee. TheComposition of the above Committees their terms of reference detailed in the CorporateGovernance report.
16. AUDIT COMMITTEE
The Audit Committee comprises of Mr. Shrikrishna Bhamidipati asChairman Mr. Dattatraya Devale and Mrs. Aruna Soni as members. All the recommendationsmade by the Audit Committee were accepted by the Board. The details of meetings of AuditCommittee held during the year its composition terms of reference are given in theReport on Corporate Governance.
17. REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration
Committee has approved and adopted a Remuneration Policy for selectionand appointment of Directors Senior Management personnel and their remuneration. TheRemuneration Policy of the Company forms part of this report as Annexure II.
18. VIGIL MECHANISM/WHISTLE
BLOWER POLICY
Your Company has established a Vigil Mechanism/ Whistle Blower Policyto enable Directors and employees of the Company to report unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The Policy providesadequate safeguards against victimization of Directors/ employees and direct access to theChairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has beendisclosed on the Company's at www.ecoreco.com and circulated to all the Directors andemployees.
19. DIRECTORS' RESPONSIBILITY
STATEMENT
Pursuant to sub-clause (c) of subsection (3) of Section 134 of theCompanies Act 2013 and to the best of their knowledge and belief and according to theinformation and explanations obtained /received from the operating Management yourDirectors make the following statement and confirm that-
(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) the directorshad prepared the annual accounts on a going concern basis; and (e) the directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively.
(f) the Directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
20. COMMIS SION RECEIVED BY
DIRECTORS FROM HOLDING/ SUBSIDIARY COMPANY
None of director is in receipt of any commission from the company andcommission from any holding company or subsidiary company of company. Hence provisions ofsection 197 (14) of Companies Act 2013 are not applicable to the Company.
21. RISK MANAGEMENT
The Company recognizes that risk is an integral and unavoidablecomponent of business and is committed to managing the risk in a proactive and efficientmanner. The
Board of Director of your Company have identified industry specificrisk and other external internal political and technological risk which in opinion ofthe board are threaten to the Company and Board has taken adequate measures and actionswhich are required to take for diminishing the adverse effect of the risk.
22. AUDITORS:
22.1STATUTORY AUDITOR
The Shareholders of the Company at the 23rd Annual General Meeting(AGM) held on August 4th 2018 had appointed M/s. Talati & Talati CharteredAccountants Statutory Auditor of the Company (Firm Registration No.110758W) as theStatutory Auditors of the
Company for one term of five consecutive years i.e. up to theconclusion of the 28th Annual General Meeting subject to ratification of theirappointment by the members at every AGM of the Company.
However the requirement of ratifying the appointment of Auditors atevery Annual General Meeting is done away with vide notification dated May 7
2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors. TheCompany has received a confirmation from the Auditors that they are not from continuing asAuditors of the Company.
Explanation to Auditor's Remark
The Board has duly reviewed the statutory Auditors Report on theAccounts. The notes forming part of the accounts referred to in the Auditors Report of theCompany are self-explanatory and do not call for any further explanation.
22.2SECRETARIAL AUDITOR
The Board has appointed M/s. Pramod S. Shah and Associates PracticingCompany Secretary to conduct Secretarial Audit for the financial year 2017-18
The Secretarial Audit Report for the financial year ended March
31 2018 is annexed herewith marked as Annexure V to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark. The Board in its meeting held on 14.08.2018 has appointed M/s. Pramod S. Shah andAssociates Practicing Company Secretary as Secretarial Auditor of the Company to conductSecretarial Audit for the financialyear 2018-19.
22.3 COST RECORD AND COST AUDIT
Your company does not fall within the provisions of Section 148 ofCompany's Act 2013 read with the Companies (Cost records & Audit) Rules 2014therefore no such records required to be maintained.
23. REPORT ON PERFORMANCE OF
SUBSIDIARIES JOINT VENTURES
AND ASSOCIATE COMPANIES:
| Name of the Company | Subsidiary / Associate |
| 1 Ecoreco Enviro Education Private Limited | Subsidiary |
There has been no material change in the nature of the business of thesubsidiary company. Pursuant to Rule 5(1) of the Companies (Accounts) Rules 2014 theperformance and financialposition of the subsidiary company and associate company isincluded for the financial year ended March 31st 2018 as per Form AOC – 1 attachedto the this report as Annexure III.
. 24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The company has entered into transactions with related parties inaccordance with the provisions of the Companies Act 2013 read with rules and theparticulars of contracts or arrangements with related parties referred to in Section188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating toAccounts of Companies under the Companies Act 2013 is appended as Annexure IV.
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at http://ecoreco. com/Uploads/Downloads/Materiality-Policies.pdf
25. PARTICULARS OF LOANS
GUARANTEES OR INVESTMENTS:
Loans guarantees and investments covered under section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.
26. CORPORATE SOCIAL RESPONSBILITY
Your company does not meet the requirements of Section 135 of CompaniesAct 2013 for establishing Corporate Social responsibility (CSR) committee; therefore nosuch committee was established by the Board.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant orders passed by the Regulators / Courts whichwould impact the future operations / going concern status of the Company.
28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OFITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of section 134(3)(p) of Companies Act 2013and Regulation 25(4)(a) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Board of Directors has carried out an annual performance evaluationof its own performance the Directors individually including Independent Directors. Themanner in which the evaluation has been carried out is explained in the CorporateGovernance report. The evaluation of the Independent Directors was carried out by theentire Board and that of the Chairman and the Non-Independent Directors were carried outby the Independent Directors. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Board and its Committees with the Company.Having regard to the industry size and nature of business your company is engaged in theevaluation methodology adopted is in the opinion of the Board sufficient appropriateand is found to be serving the purpose.
29. EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with deferential votingrights.
30. DISCLOSURE OF REMUNERATION
PAID TO DIRECTOR KEY
MANAGERIAL PERSONNEL AND EMPLOYEES a. None of the employees of theCompany is drawing remuneration in excess of the limits prescribed under Rule (5)(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. b.Details of remuneration of each Director to the median remuneration of the employeespursuant to Section 197 read with Rule 5 of the Companies Act 2013 are attached to thisreport as Annexure II.
31. VOTING RIGHTS OF EMPLOYEES
During the year under review the company has not given loan to anyemployee for purchase of its own shares as per section 67 (3) (c) of Companies Act 2013.
32. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued shares under employee's stock options schemepursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital andDebenture) Rules 2014.
33. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares pursuant to provisionsof Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014during the Financial Year.
34. CORPORATE GOVERNANCE REPORT
Your Company and its Board has been complying with Corporate Governancepractices as set out in a separate report in pursuance of requirement of para C ofSchedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as AnnexureVI. Auditor's certificate confirming compliance of the Corporate Governance asstipulated under the said Regulations is also attached to this Report.
35. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis statement in pursuance ofrequirement of para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are attached to this report.
36. LISTING AT STOCK EXCHANGE
The Equity shares of the Company are listed with BSE Ltd Mumbai andthe listing fee for the year 2018-19 has been duly paid.
37. INSURANCE
The Company's assets are adequately insured against the loss of fireand other risk as consider necessary by the Management from time to time.
38. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2)(f) of the SEBI (Listing Obligations
&Disclosure Requirements ) Regulations 2015 is not applicable toyour Company for the financial year ending March 31st 2018.
39. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form andyour Company has connectivity with both the Depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Service(India) Limited (CDSL). In view of the numerous advantages offered by the DepositorySystem members are requested to avail the facility of Dematerialization of the Company'sshares on either of the Depositories mentioned as aforesaid.
40. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.
41. INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year. YourDirectors recognize and appreciate the sincere hard work loyal dedicated efforts andcontribution of all the employees in the growth and performance of the Company during theyear.
42. SEXUAL HARASSMENT
Your Company has always believed in providing a safe and harassmentfree workplace for every individual through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. During the year ended March31st 2018 no complaints have been received pertaining to sexual harassment.
43. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under. ThePolicy aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. Internal
Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. It may be noted that during the year 2017-18 no grievance /complaint from any women employee was reported.
44. ACKNOWLEDGEMENTS
On the occasion of the beginning of Silver Jubilee Year Your Directorsplace on record their special gratitude to all the Government and semi governmentdepartments and Company's Bankers for the assistance and co-operation and encouragementthey extended to the Company. Your Directors also wish to place on record their sincerethanks and appreciation for the continuing support and unstinting efforts of CustomerVendors Employees and all other stakeholders in ensuring an excellent all aroundoperational performance. For and on behalf of the Board of Directors
Eco Recycling Limited
B. K. Soni
Chairman & Managing Director
DIN: 01274250
14th August 2018
Mumbai
