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Eco Recycling Ltd.

BSE: 530643 Sector: Others
NSE: N.A. ISIN Code: INE316A01038
BSE 00:00 | 30 Mar 21.80 -0.60
(-2.68%)
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NSE 05:30 | 01 Jan Eco Recycling Ltd
OPEN 22.40
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VOLUME 889
52-Week high 45.36
52-Week low 21.45
P/E 31.14
Mkt Cap.(Rs cr) 42
Buy Price 21.55
Buy Qty 300.00
Sell Price 24.00
Sell Qty 4.00
OPEN 22.40
CLOSE 22.40
VOLUME 889
52-Week high 45.36
52-Week low 21.45
P/E 31.14
Mkt Cap.(Rs cr) 42
Buy Price 21.55
Buy Qty 300.00
Sell Price 24.00
Sell Qty 4.00

Eco Recycling Ltd. (ECORECYC) - Director Report

Company director report

The Members of

ECO RECYCLING LIMITED

The Directors are pleased to present the Twenty Fifth Annual Report along with theAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2019.

1. THE STATE OF THE COMPANY'S AFFAIRS

The year under discussion was one of the most satisfying one in terms of qualitativebusiness value added services & return on investment points of view. We hope that thebusiness of waste management & recycling will increase substantially in the nearfuture and your Company will put its best efforts to take benefit of this growingopportunity. This year also the Company would like to focus on value added services andremarketing of refurbished IT Equipment. At the same time with the stricterimplementation of the E-waste Management Rules the volume of recycling of e-waste is alsoexpected to increase substantially.

1.1 KEY FINANCIAL HIGHLIGHTS

( in Lacs)

Particulars Standalone Consolidated
For the Financial Year ended 31st March 2019 For the Financial Year ended 31st March 2018 For the Financial Year ended 31st March 2019 For the Financial Year ended 31st March 2018
Income 1290.00 1417.00 1290.00 1401.00
Expenditure 1143.00 1323.00 1163.00 1346.00
Profit / (Loss) before Depreciation and Tax and exceptional Item 147.00 94.00 127.00 55.00
Exceptional Item - 901.00 - 901.00
Depreciation 46.00 37.00 47.00 38.00
Profit / (Loss) before Tax 101.00 (844.00) 80.00 (884.00)
Deferred Tax / Current Tax (31.00) - (31.00) -
Profit/ (Loss) after Tax 132.00 (844.00) 111.00 (844.00)

During the year under review the Company has reported a total income of Rs. 1290lakhs out of which non-operating income amounts to Rs. 46.32 lakhs. Income from operationsis Rs. 1244.00 lakhs which has increased by Rs. 92 lakhs i.e. by 8% as compared to theprevious year.

1.2 Change in nature of Business

The Company is engaged in the business of e-waste management and recycling. There wasno change in nature of business activity during the year.

1.3 Changes in Share Capital

During the Financial Year 2018-19 there was no change in capital structure of thecompany. The paid up equity capital as on March 31 2019 is Rs.17.54 Lacs.

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 year ended March 312019.

3. TRANSFERS TO RESERVES

During the year the Company has not transferred any amount to the reserves.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe 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) of the CompaniesAct 2013 read with the rules made thereunder the clause relating to Conservation ofEnergy 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 the year and the ForeignExchange outgo in terms of actual outflows during the year is as follows:

( in Lacs)
Particulars 2018-19 2017-18
Earnings in Foreign Currency 90.86 94.59
Expenses in Foreign Currency -- --

7. EXTRACTS OF ANNUAL RETURN

In accordance with Section 134(3) (a) read with Section 92(3) of the Act an extract ofthe Annual Return in Form MGT-9 is placed on the website of the Company and same can bedownloaded by clicking on the following link: http://ecoreco.com/investor-annual-reports.aspx

8. DEPOSITS

During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V – Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

9. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has adopted the policies and procedures for ensuring the orderly andefficientconduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control systems including internal financialcontrols are commensurate with the nature of its business and the size and complexity ofits operations and same are adequate and operating effectively. These systems areperiodically tested and no reportable material weakness in the design or operation wasobserved. The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol system including internal financial controls.

10. BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for 5(Five)times during the Year under review:

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1 30.05.2018 422 The Summit Business Park Near WEH Metro Station Andheri (East) Mumbai – 400 093 i) Dattatraya Devale i) B K Soni
Time: 2:00 P.M. ii) Aruna Soni ii) Vijay Acharaya
iii) Srikrishna B.
iv) Shashank Soni
2 14.08.2018 422 The Summit Business Park Near WEH Metro Station Andheri (East) Mumbai – 400 093 i) B K Soni i) Vijay Acharaya
Time: 4:00 P.M. ii) Aruna Soni
iii) Srikrishna B.
iv) Shashank Soni
v) Dattatraya Devale
3 14.11.2018 422 The Summit Business Park Near WEH Metro Station Andheri (East) Mumbai – 400 093 i) B K Soni -
Time: 5:00 P.M. ii) Aruna Soni
iii) Srikrishna B.
iv) Shashank Soni
v) Dattatraya Devale
4 26.12.2018 422 The Summit Business Park Near WEH Metro Station Andheri (East) Mumbai – 400 093 i) B K Soni i) Aruna Soni
ii) Dattatarya Devale
iii) Shashank Soni
iv) Srikrishna B.
Time: 4:00 P.M.
5 11.02.2019 422 The Summit Business Park Near WEH Metro Station Andheri (East) Mumbai – 400 093 i) B K Soni i) Srikrishna B.
Time: 4:00 P.M. ii) Aruna Soni ii) Shashank Soni
iii) Dattatarya Devale iii) Dilip Boralkar

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report your Company has 6 (Six) Directors consisting of 3(Three) Independent Directors 3 (Three) Executive Directors including a Woman Director.

In pursuance of the provisions of Section 152(6) of the Act and Articles of Associationof the Company Mr. Shashank Soni (DIN: 06572759) retires by rotation from the Board inthe ensuing AGM and being eligible for re-appointment has offered himself forre–appointment. The Board of Directors recommends his re-appointment to the Membersof the Company.

During the year under review Mr. Vijay Jagannath Acharya (DIN: 07114916) Independent& Non-Executive Director has resigned from the Board of Directors of the Company witheffect from October 10 2018 due to personal commitments and other pre-occupations. TheBoard of Directors places on record their appreciation for the valuable contributions madeby Mr. Vijay Jagannath Acharya (DIN: 07114916).

Further the Board of Director of the Company in the Board Meeting held on December 262018 has appointed Mr. Dilip Bhaskar Boralkar (DIN: 02515249) as an Additional Independent& Non-Executive Director. Pursuant to provisions of Section 160 and 161 of theCompanies Act 2013 their term as Director is valid till the ensuing Annual GeneralMeeting of the Company. The Company has received notice from a Member of the Company u/s160 of the Act proposing the candidature of Mr. Dilip Bhaskar Boralkar (DIN: 02515249) asan Independent & Non-Executive Director of the Company. The Board has considered theproposal and decided to recommend their name to the Members in ensuing Annual GeneralMeeting to be appointed as an Independent & Non-Executive Director of the Company.

Furthermore after the closure of financial year but before signing the Board's ReportMr. Srikrishna Bhamidipati (DIN: 02083384) Independent Non-Executive Director of theCompany has completed his one term as an Independent Director of the Company and histenure as an Independent Director of the Company has came to an end.

Ms. Pooja Sharma has tendered her resignation as the Whole-time Company Secretary andCompliance Officer of the Company w.e.f. April 22 2019.

Furthermore as per section 149(11) of the Companies Act 2013 no independent directorshall hold office for more than two consecutive terms. Since Mr. Srikrishna Bhamidipatihas completed his one term as an Independent Director of the Company and being eligiblefor being appointed as an Independent Director of the Company for one more term the Boardof Director of the Company in the Board Meeting held on July 13 2019 has appointed Mr.Srikrishna Bhamidipati (DIN: 02083384) as an Additional Independent & Non-ExecutiveDirector. Pursuant to provisions of Section 160 and 161 of the Companies Act 2013 theirterm as Director is valid till the ensuing Annual General Meeting of the Company. TheCompany has received notice from a Member of the Company u/s 160 of the Act proposing thecandidature of Mr. Srikrishna Bhamidipati (DIN: 02083384) as an Independent &Non-Executive Director of the Company. The Board has considered the proposal and decidedto recommend their name to the Members in ensuing Annual General Meeting to be appointedas an Independent & Non-Executive Director of the Company

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as independent directors of theCompany.

According to the Amendment Regulation 17(6)(e) if the aggregate annual remunerationpayable to more than one Executive Director who is a Promoter or is a Member of thePromoter Group exceeds 5% of the net profits of the Company calculated as per Section 198of the Act then approval of the Members by way of a Special Resolution is required. Suchapproval of the Members under this provision shall be valid only till the expiry of theterm of such Director. The approval of the Members by way of a Special Resolution isrequired since the Company has more than one Promoter Executive Director i.e. Mr.Brijkishor Soni (DIN: 01274250) and Mrs. Aruna Soni (DIN: 01502649) and remuneration paidto them is in excess of 5% profits the net of the Company calculated as per Section198 of the Act even though the annual remuneration payable to the Executive Directors iswithin the limit of 5% and 10% as specified u/s 197(1) of the Act.

The Board recommends the approval for payment of aggregate annual remuneration to thePromoter-Executive Directors/Members of the Promoter Group exceeding 5% of the net profitsof the Company.

Further at the time of the appointment of an Independent Director the Company issuesa formal letter of appointment outlining his role function duties and responsibilities.The format of the letter of appointment is available on our website at http://ecoreco.com/investor-overview.aspx

Brief resume and other details of the Director proposed to be re-appointed at the AGMas stipulated under the Listing Regulations and Secretarial Standard-2 has been furnishedseparately in the Notice convening the AGM read with the Annexure thereto forming part ofthis Report.

Details of the number of meetings of the Board of Directors and Committees andattendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as Key Managerial Personnel (KMP):

• Mr. Brijkishor Soni (DIN: 01274250)Chairman and Managing Director

• Mrs. Anita Choudhari Chief Financial Officer

12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFTHE COMPANIES ACT 2013

All Independent Directors of your Company have given a declaration pursuant to Section149(7) of the Companies Act 2013 affirming compliance to the criteria of Independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and that they are notdisqualified to become Directors under the Act

Based on the declaration(s) of Independent Directors the Board of Directors recordedits opinion 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. Board Familiarization Program

At the time of appointment of a new Director through the induction process he/she isfamiliarized with the Company the Director's roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. Detailed presentations are made before the Board Members at the Board andits Committee Meetings covering various areas including business strategy financialcompliances/regulatory updates audit reports risk assessment and mitigation industryroles rights responsibilities of Independent Directors etc.

Familiarization Program for Independent Directors:

The Familiarization Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. All Independent Directors attended the orientation and familiarizationprograms held during the financial year 2018-19.

The details of training and familiarization programs are available on our website at:http://ecoreco.com/ Uploads/Downloads/Familarization_ Programme.pdf

14. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior managementand Independent Directors of the Company. All the Board members including independentdirectors and senior management personnel have affirmed compliance with the code ofconduct.

15. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirement of Section 178 of the Companies Act 2013 and Regulation 19 and20 of SEBI (LODR) Regulations 2015 the Company has constituted Nomination andRemuneration Committee and Stakeholders Relationship Committee. The Composition of theabove Committees their terms of reference detailed in the Corporate Governance report.performance

16. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shrikrishna Bhamidipati as Chairman Mr.Dattatraya Devale and Mrs. Aruna Soni as members. The Internal Auditors of the Companyreport directly to the Audit Committee. All the recommendations made by the AuditCommittee were accepted by the Board. The details of meetings of Audit Committee heldduring the year its composition terms of reference are given in the Report on CorporateGovernance.

17. REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee hasapproved and adopted a Remuneration Policy for selection and appointment of DirectorsSenior Management personnel and their remuneration. The Remuneration Policy of the Companyforms part of this report as Annexure I.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a ‘Whistle Blower Policy'/‘Vigil Mechanism' in place. Theobjective of the Vigil Mechanism is to provide the employees Directors customerscontractors and other stakeholders of/in the Company an impartial and fair avenue to raiseconcerns and seek their redressal in line with the Company's commitment to the highestpossible standards of ethical moral and legal business conduct and fair dealings with allits stakeholders and constituents and its commitment to open communication channels. TheCompany is also committed to provide requisite safeguards for the protection of thepersons who raise such concerns from reprisals or victimization for whistle blowing ingood faith. The Board of Directors affirms and confirms that no personnel have been deniedaccess to the Audit Committee. The Policy contains the provision for direct access to theChairman of the Audit Committee in appropriate or exceptional cases. The Whistle BlowerPolicy has been disclosed on the Company's website www.ecoreco. com and circulated to allthe Directors and employees.

19. DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated under section 134(3) (c) read with Section 134(5) of the Act yourDirectors hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 312019 the applicable accounting standards have been followed and that there are nomaterial departures from the same;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on March 312019 and of the profit and loss of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis; (e) they have laiddown internal financial controls for the Company and such internal financial controls areadequate and operating effectively during the financial year ended March 31 2019; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively during thefinancial year ended March 31 2019.

20. COMMIS SION RECEIVED BY DIRECTORS FROM HOLDING/ SUBSIDIARY COMPANY

None of director is in receipt of any commission from the company and commission fromany holding company or subsidiary company of company. Hence provisions of section 197 (14)of Companies Act 2013 are not applicable to the Company.

21. RISK MANAGEMENT

The Company's Risk Management process focuses on ensuring that these risks areidentifiedon a timely basis and addressed.

The Audit Committee oversees enterprise risk management framework to ensure executionof decided strategies with focus on action and monitoring risks arising out of unintendedconsequences of decisions or actions and related to performance operations complianceincidents processes systems and transactions are managed appropriately. The Companybelieves that the overall risk exposure of present and future risks remains within riskcapacity.

22. AUDITORS:

22.1 STATUTORY AUDITOR

On the recommendation of the Audit Committee and the Board the Members in theirTwenty-Third Annual General Meeting has appointed M/s. Talati & Talati CharteredAccountants (Firm Registration No.110758W) as the Statutory Auditors of the Company for aperiod of five consecutive years from the conclusion of the Twenty-Third AGM of theCompany till the conclusion of the Twenty-Eighth AGM to be held for the financial year2021-22. In view of provisions of proviso to Section 139(1) of the Act the saidappointment was made subject to ratification of their appointment in subsequent AGMs.Pursuant to the Companies (Amendment) Act 2017 the said proviso was omitted with effectfrom May 7 2018. In view of the same no ratification of appointment of Auditors will berequired every year. However as at the time of appointment i.e. as at the Twenty-ThirdAGM it was decided to ratify appointment of the Statutory Auditors in subsequent AGMs.Accordingly it is recommended to ratify their appointment in this AGM for their remainingtenure and payment of remuneration.

M/s. Talati & Talati Chartered Accountants has furnished a certificate in termsof the Act and the Companies (Audit and Auditors) Rules 2014 and confirmed theireligibility in terms of the provisions of Section 141 and all other applicable provisionsof the Act read with the applicable Rules thereto.

Explanation to Auditor's Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notesforming part of the accounts referred to in the Auditors Report of the Company areself-explanatory and do not call for any further explanation.

22.2SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. Pramod S.Shah and Associates Practicing Company Secretary to conduct Secretarial Audit for thefinancial year 2018-19. The Secretarial statements have Audit Report for the financialyear ended March 31 2019 is annexed herewith marked as Annexure IV to this Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

22.3 COST RECORD AND COST AUDIT

Your company does not fall within the provisions of Section 148 of Company's Act 2013read with the Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained.

22.4INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies(Accounts) Rules 2014 and on the basis of the recommendation of Audit Committee theBoard of Directors in their meeting held on May 30 2019 had appointed M/s. Abhishek Ruia& Company Chartered Accountants Mumbai (Membership Number: 135938) as the InternalAuditors of the Company for the financial year ended March 31 2020.

23. REPORT ON PERFORMANCE OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company has made investment in 849999 equity shares having face value of Rs. 10/-each in Ecoreco Enviro Education Private Limited which constitute 99.99% of totalshareholding of the aforesaid Company. Pursuant to section 2(87) (ii) of Companies Act2013 Ecoreco Enviro Education Private Limited is a Subsidiary Company. Further Companyalong with its Audited standalone financial also produced Audited Consolidated Financialresults for the year 2018-19 in order to enable its Shareholders to have insight in theworking of its Subsidiary Company.

There has been no material change in the nature of the business of the subsidiarycompany. Pursuant to Rule 5(1) of the Companies (Accounts) Rules 2014 the performance andfinancial position of the subsidiary company and associate company is included for thefinancial year ended March 31 2019 as per Form AOC – 1 attached to the this reportas Annexure II. Further during the year of report no Subsidiary/JointVentures/Associate were ceased to operate.

Sr. No. Name of the Company Subsidiary / Associate
1 Ecoreco Enviro Education Private Limited Subsidiary

24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year under review the Company has not entered into anycontracts/arrangements/ transactions with related parties which could be consideredmaterial in accordance with the Company's Policy on materiality of related partytransactions. All contracts/ arrangements/transactions entered into by the Company duringthe financial year under review with related parties were in the ordinary course ofbusiness and on an arm's length basis. Accordingly the disclosure of related partytransactions to be provided under section 134(3)(h) of the Act in Form AOC–2 isappended as Annexure III.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website athttp://ecoreco. com/Uploads/Downloads/Materiality-Policies.pdf

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loan or given guarantee or provided securities as coveredunder section 186 of the Act. Further the Company has not made any fresh investmentfalling within the meaning of Section 186 of the Act.

26. CORPORATE SOCIAL RESPONSBILITY

Your company does not fall under the requirements of Section 135 of Companies Act 2013for establishing Corporate Social responsibility (CSR) committee; therefore no suchcommittee was established by the Board.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significantor material 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 OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS

The Board of Directors is committed to continued improvement in its effectiveness.Accordingly the Board participated in the annual formal evaluation of its performance.This was designed to ensure amongst other things that the Board its Committees and eachDirector continue to contribute effectively.

As per Section 134(3)(p) of the Act a statement indicating the manner in which formalannual evaluation was made by the Board of their performance and that of its Committeesand individual Directors has to be furnished to the Members as part of the Board'sReport. Further the Independent Directors as part of their mandate under Schedule IV ofthe Act need to make an evaluation of performance of the constituents of the Board apartfrom their self evaluation. Under this process a structured questionnaire was preparedafter taking into consideration inputs received from the Directors setting out parametersof evaluation; the questionnaire for evaluation are to be filled in consolidated anddiscussed with the Chairman. The evaluation by the Independent Directors has beenundertaken at their meeting held on August 14 2018.The Board of Directors undertookevaluation of Independent Directors at their meeting held on August 14 2018 and placed onits record that the Independent Directors have the requisite qualification expertise andtrack record for performing their duties as envisaged under the Law and they add value inthe decision making process of the Board.

The criteria for evaluation of performance of Directors the Board as a whole and theBoard's Committee are summarized in the table given below:

Evaluation of Evaluation by Criteria
Non-Independent Director (Executive) Independent Directors Transparency Leadership (business and people) Corporate Governance and Communication
Non-Independent Director (Non-Executive) Independent Directors Preparedness Participation Value addition Corporate Governance and Communication
Independent Director All other Board Members Preparedness Participation Value addition Corporate Governance and Communication
Chairman Independent Directors Dynamics Leadership (business and people) Corporate Governance and Communication Strategy
Committees Board Members Composition Process and Dynamics
Board as a whole Independent Directors Composition Process and Dynamics

29. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with deferential voting rights.

30. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL AND EMPLOYEES

a. None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5)(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 a Annexure I.

31. VOTING RIGHTS OF EMPLOYEES

During the year under review the company has not given loan to any employee forpurchase 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 scheme pursuant toprovisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture)Rules 2014.

33. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.

34. CORPORATE GOVERNANCE REPORT

Your Company and its Board has been complying with Corporate Governance practices asset out in a separate report in pursuance of requirement of para C of Schedule V SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as Annexure V.Practising Company Secretary M/s. Pramod S. Shah & Associates certificate confirmingcompliance of the Corporate Governance as stipulated under the said Regulations is alsoattached to this Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year under review asstipulated under regulation 34 of the Listing Regulations is set out in a separate Sectionforming part of this Report.

36. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed with BSE Ltd Mumbai and the listing feefor the year 2018-19 has been duly paid.

37. INSURANCE

The Company's assets are adequately insured against the loss of fire and other risksas 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 applicableto your Company for the financialyear ending March 31 2019.

39. DEPOSITORY SYSTEM

Your Company's shares are compulsorily tradable in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantagesoffered by the Depository System members are requested to avail the facility ofDematerialization of the Company's shares on either of the Depositories mentioned above.

40. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

41. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize andappreciate the sincere hard work loyal dedicated efforts and contribution of all theemployees in the growth and performance of the Company during the year.

42. SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment. During the year ended March 31 2019 no complaints have beenreceived pertaining to sexual harassment.

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment. Itmay be noted that during the year 2018-19 no grievance / complaint from any

44. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has adopted the policies and procedures for ensuring the orderly andefficientconduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Company has in place adequate internal financialcontrols with reference to financial statements. The Company's internal control systemsincluding internal financial controls are commensurate with the nature of its businessand the size and complexity of its operations and same are adequate and operatingeffectively. These systems are periodically tested and no reportable material weakness inthe design or operation was observed. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control system including internal financialcontrols.

45. SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standards issued by TheInstitute of Company Secretaries of India and notified by the Central Government.

46. ACKNOWLEDGEMENTS

On occasion of the Silver Jubilee Year your Directors place on record their specialgratitude to all the Governments and Government Departments Company's Bankers and allother stakeholders for extending their assistance and co-operation and encouragement tothe Company. Your Directors also wish to place on record their sincere thanks andappreciation for the continuing support and unstinting efforts of Customer VendorsEmployees and all other stakeholders in ensuring an excellent all round operationalperformance.

For and on behalf of the Board of Directors
Eco Recycling Limited
B. K. Soni
13th July 2019 Chairman & Managing Director
Mumbai DIN: 01274250