The Members of
ECO RECYCLING LIMITED
The Directors are pleased to present the Twenty Nine Annual Report
along with the Audited Financial Statements of your Company for the Financial Year ended
31st March, 2023.
1. THE STATE OF THE COMPANY'S AFFAIRS
In the previous year 2022-23, the company achieved a growth of 17%
in its operational revenue along with a massive increase of 278% in its Net Profit from
Operational activity primarily because the company preferred high value containing E-waste
at most negotiated rates, controlled logistics and operational expenses and focusing on
Fee based Business from the local and global markets. We are confident that the global
companies who prefers environment compliance while disposing their E-waste certainly looks
at Ecoreco with confidence & trust to meet their standards and compliances. It may not
be out of place to clarify that the operational profit from core activities (excluding
income from treasury portfolio) has increased by 28%. The Central Government framed the
strictest E-waste Management Rules, 2022 which has come into force with effect from 01st
April, 2023. The most important provision is that the Producers of Electrical &
Electronic Equipment have to collect back as high as 70% of the equipment placed in the
market in the previous years and get them recycled with the Registered Recycler. The
number of items which were covered in the previous E-waste Management Rules were just 21
which has now been increased to 106, more than 5-fold jump which signifies a massive
growth in the E-waste Management Industry. In financial terms, the value of commodities
recovered out of 4 million metric tonnes of e-waste will be of the magnitude of $5 Billion
and 70% of the same is another humungous number of 3.5 billion USS equivalent to Rs.
30,000/- Crores per annum, having CAGR 25%.
We are very proud to share that its present infrastructure including 2
new premises which have been recently acquired in the year 2022-23 admeasuring 28000
square feet at an investment of Rs. 21.40 Crores out of the internal accruals and
liquidation of treasury portfolio. We are not stopped here and will further invest in the
higher end technology for which enough resources are sitting in the Balance Sheet of the
company to meet the financial requirement for such capacity and capability building.
1.1 KEY FINANCIAL HIGHLIGHTS (` in Lacs)
Particulars |
Standalone |
Consolidated |
|
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
Total Income |
2143 |
2694 |
2153 |
2716 |
Expenditure |
1489 |
1293 |
1492 |
1294 |
Profit/(Loss) before |
747 |
1448 |
754 |
1469 |
Depreciation and Tax |
|
|
|
|
Depreciation |
93 |
47 |
94 |
47 |
Profit/(Loss) before Tax |
654 |
1401 |
660 |
1422 |
Tax Expense |
37 |
151 |
42 |
151 |
Profit / (Loss) after Tax |
617 |
1249 |
619 |
1269 |
1.2 Change in nature of Business
The Company is engaged in the business of e-waste management &
recycling. There was no change in nature of business activity during the year.
1.3 Change in Share Capital
During the Financial Year 2022-23 there was no change in capital
structure of the company. The paid up equity capital as on March 31, 2023 is Rs.
19,29,67,500 (Nineteen Crore Twenty Nine Lakh Sixty Seven Thousand Five Hundred). During
the year under review, the company has not issued shares with differential voting 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 31, 2023 under review to conserve resources for working capital,
working capital expenditure projects, acquisitions etc.
3. TRANSFERS TO RESERVES
The closing balance of the retained earnings of the Company for the
financial year 2022-23, after all appropriations and adjustments was Rs. 12,27,70,596.
4. M A T E R I A L C H A N G E S A N D COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial
position of the company which have occurred between the end of the financial year of the
company 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) of
the Companies Act, 2013 read with the rules made thereunder, the clause relating to
Conservation 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 the year and the Foreign Exchange outgo in terms
of actual outflows during the year is as follows:
Particulars |
2022-23 |
2021-22 |
Earnings in |
239.93 |
133.69 |
Foreign Currency |
|
|
Expenses in |
256.16 |
17.47 |
Foreign Currency |
|
|
7. EXTRACTS OF ANNUAL RETURN
The Annual Return in Form No MGT 7 for financial year 2022-2023 is
uploaded and available on the website of the Company and same can be downloaded by
clicking on the following link: https://ecoreco. com/investor-overview.aspx
8. DEPOSITS
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V Acceptance of Deposits by Companies
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Therefor deposits provisions are not applicable to your company.
9. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Company has in place adequate internal financial controls with
reference to financial statements. The Company's internal control systems, including
internal financial controls, are commensurate with the nature of its business and the size
and complexity of its operations and same are adequate and operating effectively. These
systems are periodically tested and no reportable material weakness in the design or
operation was observed. The Audit Committee reviews adequacy and effectiveness of the
Company's internal control 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 21-05-2022 |
422, 4th Floor, The Summit Business Bay, Opp. Cine
Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai 4000 93 |
i) Brijkishor Soni |
i) Aruna Soni |
|
|
ii) Shashank Soni |
ii) Dattatraya D. |
|
|
iii) Srikrishna B. |
|
|
Time: 11:00 A.M. |
iv) Giriraj Bhattar |
|
2 30-05-2022 |
422, 4th Floor, The Summit Business Bay, Opp. Cine
Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai 4000 93 |
i) Brijkishor Soni |
No leave of absence |
|
|
ii) Aruna Soni |
granted |
|
|
iii) Shashank Soni |
|
|
|
iv) Srikrishna B. |
|
|
Time: 11:00 A.M. |
v) Dattatraya D. |
|
|
|
vi) Giriraj Bhattar |
|
3 27-07-2022 |
422, 4th Floor, The Summit Business Bay, Opp. Cine
Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai 4000 93 |
i) Brijkishor Soni |
No leave of absence |
|
|
ii) Aruna Soni |
granted |
|
|
iii) Shashank Soni |
|
|
|
iv) Srikrishna B. |
|
|
Time: 10:30 A.M. |
v) Dattatraya D. |
|
|
|
vi) Giriraj Bhattar |
|
4 20-10-2022 |
422, 4th Floor, The Summit Business Bay, Opp. Cine
Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai 4000 93 |
i) Brijkishor Soni |
No leave of absence |
|
|
ii) Aruna Soni |
granted |
|
|
iii) Shashank Soni |
|
|
|
iv) Srikrishna B. |
|
|
Time: 10:00 A.M. |
v) Dattatraya D. |
|
|
|
vi) Giriraj Bhattar |
|
5 12-01-2023 |
422, 4th Floor, The Summit Business Bay, Opp. Cine
Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai 4000 93 |
i) Brijkishor Soni |
i) Aruna Soni |
|
Time: 10:00 A.M. |
ii) Aruna Soni |
|
|
|
iii) Shashank Soni |
|
|
|
iv) Srikrishna B. |
|
|
|
v) Dattatraya D. |
|
|
|
vi) Giriraj Bhattar |
|
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 accordance with the requirements of the Companies Act 2013 and the
Company's Articles of Association, Mrs. Aruna Soni (DIN: 01502649) retires by
rotation and is eligible for re-appointment. Members' approval is being sought at the
ensuing AGM for her re-appointment.
Further, the Board of Director of the Company in the Board Meeting held
on 21st May 2022 board has appointed Mr. Kaushal Shukla, as Whole-Time Company Secretary
and Compliance Officer of the Company w.e.f. 21st May 2022.
Pursuant to the provisions of Section 149 (7) of the Companies Act, the
independent directors have submitted declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Companies Act along with Rules framed
thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). There has been no change in the circumstances affecting their status
as independent directors of the Company.
According to the Amendment Regulation 17(6) (e) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), if the aggregate annual remuneration payable
to more than one Executive Director who is a Promoter or is a
Member of the Promoter Group, exceeds 5% of the net profits of the
Company calculated as per Section 198 of the Act then approval of the Members by way of a
Special Resolution is required. Such approval of the Members under this provision shall be
valid only till the expiry of the term of such Director. The approval of the Members by
way of a Special Resolution is required 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 paid to them is in excess of 11% of the net profits of the
Company calculated as per Section 198 of the Companies Act, 2013. Further, at the time of
the appointment of an Independent Director, the Company issues a 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 AGM, as stipulated under the Listing Regulations and Secretarial
Standard-2, has been furnished separately in the Notice convening the AGM read with the
Annexure thereto forming part of this Report. Details of the number of meetings of the
Board of Directors and Committees and attendance 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
Mr. Shashank Soni (DIN: 06572759), Chief Financial Officer
Ms. Aruna Soni (DIN: 01502649),
Director
Mr. Kaushal Shukla, Company
Secretary and Compliance Officer (w.e.f May 21, 2022)
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 declaration
pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria
of Independence as laid 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 not disqualified to become Directors under the Act. Independent
Directors either passed the Independent Director Online Proficiency Test or enrolled for
the same under prescribed provisions of Companies Act, 2013. Based on the declaration(s)
of Independent Directors, the Board of Directors recorded its opinion that all Independent
Directors are independent of the Management and have fulfilled the conditions as specified
in the Companies Act, 2013 and the Rules made thereunder.
13. Board Familiarization Program
At the time of appointment of a new Director, through the induction
process, he/she is familiarized with the Company, the Director's roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. Detailed presentations are made before the
Board Members at the Board and its Committee Meetings covering various
areas including business, strategy, financial performance and forecast,
compliances/regulatory updates, audit reports, risk assessment and mitigation, industry,
roles, rights, responsibilities of Independent Directors, etc.
Familiarization Program for Independent Directors:
The Familiarization Program aims to provide insights into the Company
to enable the Independent Directors to understand its business in depth and contribute
significantly to the Company. All Independent Directors attended the orientation and
familiarization programs held during the financial year 2022-23.
The details of training and familiarization programs are available on
our website at: https://ecoreco. com/investor-overview.aspx
14. CODE OF CONDUCT
The Company has laid down a policy for code of conduct for all
Board members and senior management and Independent Directors of the Company. All the
Board members including independent directors and senior management personnel have duly
affirmed compliance with the code of conduct.
15. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS
RELATIONSHIP COMMITTEE
As per the requirement of Section 178 of the Companies Act, 2013 and
Regulation 19 and 20 of SEBI (LODR) Regulations, 2015 the Company has constituted
Nomination and Remuneration Committee and Stakeholders Relationship Committee. The
Composition of the above Committees, their terms of reference detailed in the Corporate
Governance report.
16. AUDIT COMMITTEE
The Audit Committee comprises of Mr. Shrikrishna Bhamidipati as
Chairman, Mr. Dattatraya Devale and Mr. Giriraj Shankarlal Bhattar as members. The
Internal Auditors of the Company report directly to the Audit Committee. All the
recommendations made by the Audit Committee were accepted by the Board. The details of
meetings of Audit Committee held during the year, its composition, terms of reference are
given in the Report 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 selection and appointment of
Directors, Senior Management personnel and their remuneration.
18. VIGIL MECHANISM/WHISTLE
BLOWER POLICY
The Company has a Whistle Blower Policy'/Vigil
Mechanism' in place. The objective of the Vigil Mechanism is to provide the
employees, directors, customers, contractors and other stakeholders of/in the Company an
impartial and fair avenue to raise concerns and seek their redressal, in line with the
Company's commitment to the highest possible standards of ethical, moral and legal
business conduct and fair dealings with all its stakeholders and constituents and its
commitment to open communication channels. The Company is also committed to provide
requisite safeguards for the protection of the persons who raise such concerns from
reprisals or victimization, for whistle blowing in good faith. The Board of Directors
affirms and confirms that no personnel have been denied access to the Audit Committee. The
Policy contains the provision for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases. The Whistle Blower Policy has been disclosed on the
Company's website www. ecoreco.com and circulated to all the Directors and employees.
19. DIRECTORS' RESPONSIBILITY
STATEMENT
As stipulated under section 134(3) (c) read with Section 134(5) of the
Companies Act, 2013 your Directors hereby state and confirm that: (a) in the preparation
of the annual accounts for the financial year ended on March 31st, 2023, the applicable
accounting standards have been followed and that there are no material departures from the
same; b) t h e y h a v e s e l e c t e d s u c h accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year ended on March 31st, 2023 and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
they have prepared the annual accounts on a going concern basis; e) they have laid down
internal financial controls for the Company and such internal financial controls are
adequate and operating effectively during the financial year ended March 31, 2023; and f)
they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively during the
financial year ended March 31, 2023.
20. COMMIS SION RECEIVED BY
DIRECTORS FROM HOLDING/ SUBSIDIARY COMPANY
None of director is in receipt of any commission from the company and
commission from any 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 is exposed to inherent uncertainties owing to the sector in
which it operates. A key factor in determining a Company's capacity to create
sustainable value is the risks that the Company is willing to take (at strategic and
operational levels) and its ability to manage them effectively. Many risks exist in a
Company's operating environment and they emerge on a regular basis. The Company's
Risk Management process focuses on ensuring that these risks are identified on a timely
basis and addressed.
The Audit Committee oversees enterprise risk management framework to
ensure execution o f d e c i d e d s t r a t e g i e s w i t h focus on action and
monitoring risks arising out of unintended consequences of decisions or actions and
related to performance, operations, compliance, incidents, processes, systems and
transactions are managed appropriately. The Company believes that the overall risk
exposure of present and future risks remains within risk capacity.
22. AUDITORS:
22.1STATUTORY AUDITOR
On the recommendation of the Audit Committee and the Board, the
appointment of M/S. R M R
& Co. Chartered Accountants as the Statutory Auditors of the
Company with effect from August 6, 2021 in the causal vacancy caused consequent to the
resignation of M/S. Talati and Talati LLP, Chartered Accountants be and hereby is approved
and they shall hold the said office till conclusion of this 27th Annual General Meeting.
Members in their 27th Annual General Meeting has appointed M/s. RMR
& CO., Chartered Accountants, (Firm Registration No.106467W) as the
Statutory Auditors of the Company from the conclusion of the 27th AGM of the Company till
the conclusion of the 28th AGM to be held for the financial year 2021-22. In the 28th
Annual General Meeting held on 26th August 2022, resolution for re-appointing M/s. RMR
& CO., Chartered Accountants, (Firm Registration No.106467W) was not taken up for
voting by the members and therefore pursuant to Section 139(10) and other applicable
provisions, read with Companies (Audit & Auditors) Rules, 2014 as amended from time to
time Board of Directors appointed M/s. RMR & CO., Chartered Accountants, (Firm
Registration No.106467W) as Statutory Auditor through circular resolution on 26th August
2022 for period from the conclusion of the 28th AGM of the Company till the conclusion of
Annual General Meeting to be held in the Financial Year 2026.
Explanation to Auditor's Remark
The Board has duly reviewed the statutory Auditors Report on the
Accounts. The notes forming part of the accounts referred to in the Auditors Report of the
Company are self-explanatory and do not call for any further explanation.
22.2SECRETARIAL AUDITOR
Pursuant to the provisions o f S e c t i o n 2 0 4 o f t h e Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board in its meeting held on 30.05.2023 had appointed M/s. KPUB & Co.,
Practicing Company Secretary (Firm Registration No. P2015MH069000), to conduct Secretarial
Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year
ended March 31, 2023 is annexed herewith marked as Annexure VI to this Report.
The Secretarial Audit Report contains the following non- compliances:
1 In terms of Regulation 6(1) of the SEBI (LODR) R e g u l a t i o n 2
0 1 5 , t h e
Company has appointed Mr. Kaushal Shukla as Company Secretary and
Compliance Officer of the Company w.e.f. 21st May 2022. Board's comment: The Company
made efforts to appoint suitable candidate and filled up intermittent vacancy for
appointment of Whole Time Company Secretary and Compliance officer appointment within 180
days
2 T h e c o m p a n y f i l e d a Compliance report on Corporate
Governance under regulation 27(2) and shareholding pattern under regulation 31 of SBEI
(LODR) Regulations, 2015 with delay of five days and BSE Limited has imposed fine of
Rs.11,800/- (including GST) for delay in each compliance.
Board's comment: This was on account of inadvertence and the Board
will ensure compliance in future.
3 The company has submitted a financial statement for the year ended
31st March 2022 along with Limited Review Report in place of submission of Audit Report on
Standalone and Consolidated Financial Statement. Therefore, BSE has informed the company
about discrepancies in filing annual financial statements and imposed a fine of
Rs.88,500/- As informed by the company a waiver application has been submitted before BSE
Limited for a fine imposed. Board's Comment: This was on account
of inadvertence and the Board will ensure compliance in future.
4 D u e t o C l e r i c a l e r r o r made in filling the data for
Composition of Audit Committee in Compliance r e p o r t o n C o r p o r a t e Governance
for the quarter a n d y e a r e n d e d 3 1 s t March 2022, BSE Limited s e n t N o t i c
e f o r N o n -Compliance with Regulation 18(1) and imposed a fine of Rs. 2,21,400/- and
Company has filed rectified compliance report on corporate governance for period ended
31st March 2022 and composition of Audit Committee was in terms of Regulation 18(1) of the
SEBI (LODR) Regulations, 2015.
Board's Comment: This was on account of inadvertence and the Board
will ensure compliance in future.
5 The Company has reappointed Mr. Shashank Soni (DIN: 06572759) and
Mrs. Aruna Soni (DIN: 01502649) in retire by rotation on 27th September 2021 and 24th
August 2020 respectively in the Annual General meetings and since their appointment they
were designated as executive directors but terms of both the directors were not defined as
required under section 196(2).
Board's Comment: The
Company has re-appointed Mr. Shashank Soni (DIN: 06572759) and Mrs.
Aruna Soni (DIN: 01502649) in retire by rotation on 27th September 2021 and 24th August
2020 respectively in the Annual General m e e t i n g s . H o w e v e r, remuneration paid
to both the directors were approved by the shareholders in Annual General Meeting.
22.3 COST RECORD AND COST AUDIT
Your company does not fall within the provisions of Section 148 of
Company's Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014,
therefore no such records required 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, the Board of Directors in their meeting held on May 30, 2022 had appointed M/s.
J. R. Kanase & Associates, Chartered Accountants, (Firm Registration Number: 130258W)
as the Internal Auditors of the Company for the financial year 2022-2023.
22.5 REPORTING OF FRAUD
The Auditors of the company have not reported any fraud committed by
the company as specified under section 143 (12) of the Companies Act, 2013. Further, no
case of fraud on the company has been reported to the management from any other sources.
23. REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:
During the year the Company has made investment in Ecoreco Park Private
Limited for 18,00,000/- Equity Shares having a face value of Rs. 10/- each which
constitute 78.26 % of Total Shareholding of the aforesaid Company. Pursuant to section
2(87) (ii) of Companies Act, 2013 Ecoreco Park Private Limited is a Subsidiary
Company. Further Company along with its Audited standalone financial statements have also
produced Audited Consolidated Financial Results for the year 2022-23 in order to enable
its Shareholders to have insight in the working of its Subsidiary Company.
During the year the Company has made investment in ELV Recycling
Private Limited for 50,000/- Equity Shares having a face value of Rs. 10/- each which
constitute 50 % of Total Shareholding of the aforesaid Company. Pursuant to Section 2 (6)
2(87) (ii) of Companies Act, 2013
ELV Recycling Private Limited is an Associate Company. Further
Company along with its Audited standalone financial statements have also produced Audited
Consolidated Financial Results for the year 2022-23 in order to enable its Shareholders to
have insight in the working of its Subsidiary Company.
Your Company had made an investment in 8,49,999 equity shares having
face value of Rs. 10/- each in
Ecoreco Enviro Education Private Limited which constitute 99.99% of
total shareholding of the aforesaid Company. Pursuant to Section 2(87) (ii) of Companies
Act, 2013 Ecoreco Enviro Education Private Limited is a wholly owned subsidiary.
Further Company along with its Audited standalone financial statements have also produced
Audited Consolidated Financial Results for the year 2022-23 to enable its Shareholders to
have insight in the working of its wholly owned subsidiary. There has been no material
change in the nature of the business of the subsidiary company. Pursuant to Rule 5(1) of
the Companies (Accounts) Rules, 2014 the performance and financial position of the
subsidiary company and associate company is included for the financial year ended March
31, 2023 as per Form AOC 1 attached to the this report as Annexure II.
Further, during the year of report, no Subsidiary/Joint Ventures/Associate were ceased to
operate.
Sr. No. Name of the Company |
Subsidiary / Associate |
1 Ecoreco Enviro Education Private Limited |
Subsidiary |
2 Ecoreco Park Private Limited |
Subsidiary |
3 ELV Recycling Private Limited |
Associate |
24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
During the financial year under review, the Company has not entered
into any contracts/arrangements/ transactions with related parties which could be
considered material in accordance with the Company's Policy on materiality of related
party transactions. All contracts/ arrangements/transactions entered into by the Company
during the financial year 2022-2023 under review with related parties were in the ordinary
course of business and on an arm's length basis. There were no other materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel and Body Corporate(s) which had a potential conflict with the
interest of the Company at large. Accordingly, the disclosure of these Related Party
Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC
2 is not applicable for the year under review. The details of the transactions with
related parties are provided in the accompanying Financial Statements. The Policy on
materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company's website at
https://ecoreco.com/investor-overview.aspx
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loan or given guarantee or provided
securities as covered under section 186 of the Companies Act, 2013. Further, the Company
has not made any fresh investment falling within the meaning of Section 186 of the
Companies Act, 2013.
26. CORPORATE SOCIAL RESPONSBILITY
Your company meets the requirements of Section 135 of the Companies
Act,
2013 read with CSR Policy Amendment Rules 2021 for establishing
Corporate Social Responsibility (CSR) Committee. The Board in its meeting held on May 30,
2022 duly approved and constituted CSR Committee with following members:
Sr. No. Name of Member (s) |
DIN |
Designation |
01. Mr. Dattatraya Devale |
07186290 |
Chairman |
02. Mr. Brijkishor Soni |
01274250 |
Member |
03. Mr. Giriraj Bhattar |
09067018 |
Member |
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the
Regulators/Courts which would impact the future operations / going concern status of the
Company.
28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF
ITS COMMITTEES AND 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 each Director continue to contribute effectively and efficiently in a time
bound manner.
As per Section 134(3) (p) of the Companies Act, 2013 a statement
indicating the manner in which formal annual evaluation was made by the Board of their
performance and that of its Committees and individual Directors, has to be furnished to
the Members as part of the Board's Report. Further, the Independent Directors as part
of their mandate under Schedule IV of the Companies Act, 2013 need to make an evaluation
of performance of the constituents of the Board apart from their self- evaluation. Under
this process, a structured questionnaire was prepared after taking into consideration
inputs received from the Directors, setting out parameters of evaluation; the
questionnaire for evaluation are to be filled in, consolidated and discussed with the
Chairman. The Board of Directors undertook evaluation of Independent Directors at their
meeting held on and placed on its record that the Independent Directors have the requisite
qualification, expertise and track record for performing their duties as envisaged under
the Law, and they add value in the decision making process of the Board.
The criteria for evaluation of performance of Directors, the Board as a
whole and the Board'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), Governance
and Communication |
Non-Independent Director (Non-Executive) |
Independent Directors |
Preparedness, Participation, Value addition, Governance and
Communication |
Independent Director |
All other Board Members |
Preparedness, Participation, Value addition, Governance and
Communication |
Chairman |
Independent Directors |
Dynamics, Leadership (business and people), Governance and
Communication |
Committees |
Board Members |
Composition, Process and Dynamics |
Board as a whole |
Independent Directors |
Composition, Process and Dynamics |
The Company has not issued any equity shares with deferential voting
rights during the financial year 2022-23.
30. 30. D I S C L O S U R E O F
REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES a
None of the employees of the Company is drawing r e m u n e r a t i o n i n e x c e s s o
f t h e l i m i t s p r e s c r i b e d under Rule (5) (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. b. Details of remuneration of each
Director to the median remuneration of the employees pursuant to Section 197 read with
Rule 5 of the Companies Act, 2013 are attached to this report as Annexure III.
31. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued shares under employee's stock options
scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share
Capital and Debenture) Rules, 2014.
32. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares pursuant to provisions
of Section 54 of the Companies Act, 2013 read with Rule 8 of Companies (Share Capital and
Debenture) Rules, 2014 and Section 62 of the Companies Act, 2013 during the Financial Year
2022-2023.
33. D I S C L O S U R E R E G A R D I N G
UNCLAIMED DIVIDEND AND IEPF
Details of unclaimed dividends and equity shares transferred to the
Investor Education and Protection Fund authority have been provided as part of the
Corporate Governance report.
34. D I S C L O S U R E R E G A R D I N G
PROCEEDINGS OF IBC
There are no proceedings initiated/ pending against your Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
35. CORPORATE GOVERNANCE REPORT
Your Company and its Board has been complying with Corporate Governance
practices as set 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. KPUB & Associates confirming compliance of
the Corporate Governance as stipulated under the said Regulations is also attached to this
Report.
36. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the financial year
2022-2023 under review as stipulated under regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is set out in a separate Section forming
part of this Report.
37. LISTING AT STOCK EXCHANGE
The Equity shares of the Company are listed with BSE Ltd, Mumbai and
the listing fee for the year 2022-23 has been duly paid.
38. INSURANCE
The Company's assets are adequately insured against the loss of
fire and other risk, as considered necessary by the Management from time to time.
39. BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT
The Business Responsibility and Sustainability Reporting as required by
Regulation 34 (2) (f) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, is not applicable to your Company for the financial year ending March
31, 2023.
40. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form
and your 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 Depository System, members are requested to
avail the facility of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.
41. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a
manner, so as to ensure safety of all concerned, compliances environmental regulations and
preservation of natural resources.
42. INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year. Your
Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and
contribution of all the employees in the growth and performance of the Company during the
financial year 2022-2023.
43. SEXUAL HARASSMENT
Your Company has always believed in providing a safe and harassment
free workplace for every individual through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. During the year ended March
31st, 2023, no complaints have been received pertaining to sexual harassment.
44. 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 and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, 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. The
Policy aims to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where employees feel secure. Internal
Complaints Committee has been set up to redress complaints received regarding sexual
harassment. It may be noted that during the year 2022-23 no grievance / complaint from any
women employee was reported.
45. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During and pertaining to the Financial Year 2022-23, the company has
not transferred any amount as unclaimed dividend and equity shares to the Investor
Education and Protection Fund.
46. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENT:
The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Company has in place adequate internal financial controls with
reference to financial statements. The Company's internal control systems, including
internal financial controls, are commensurate with the nature of its business and the size
and complexity of its operations and same are adequate and operating effectively. These
systems are periodically tested and no reportable material weakness in the design or
operation was observed. The Audit Committee reviews adequacy and effectiveness of the
Company's internal control system including internal financial controls.
47. SECRETARIAL STANDARDS
The Company has complied with all the applicable secretarial standards
issued by The Institute of Company Secretaries of India and notified by the Central
Government from time to time.
48. ACKNOWLEDGEMENTS
Your Directors place on record their special gratitude to all the
Government and Government departments and Company's Bankers and all other
stakeholders for extending their assistance and co-operation and encouragement they
extended to the Company. Your Directors also wish to place on record their sincere thanks
and appreciation for the continuing support and unstinting efforts of Customer, Vendors,
Employees and all other stakeholders in ensuring an excellent all around operational
performance.
|
For and on behalf of the Board of
Directors |
|
Eco Recycling Limited |
|
B. K. Soni |
July 20th, 2023 |
Chairman & Managing Director |
Mumbai |
DIN: 01274250 |
|