To,
The Members
Race Eco Chain Limited
Your Directors are pleased to present their 23rd Board Report on
the business and operations of your Company together with the Audited Accounts for the
year ended 31st March, 2023.
The Financial performance of the Company for year ended 31st March
2023 is summarized below: -
Financial Highlights:-
(Rs. In Lakhs)
Particulars |
2022-23 |
2021-22 |
|
26908.49 |
15721.26 |
| Income from operations |
|
|
| Other Income |
84.68 |
162.43 |
Total Income |
26993.17 |
15883.69 |
| Less: Expenditure |
26814.31 |
15777.59 |
| Profit/(Loss) before Interest, Depreciation
& Tax |
178.86 |
106.10 |
| Less: Interest & Depreciation |
NIL |
NIL |
| Profit & Loss Before Tax |
178.86 |
106.10 |
| Less: Tax Expense |
53.53 |
18.57 |
| Add: Deferred Tax |
5.15 |
4.20 |
Profit/(Loss) after Tax |
130.48 |
91.72 |
Profit for the Year |
130.48 |
91.72 |
Company Performance Overview
During the year under review, total income was Rs. 26993.17 Lakhs as
compared to Rs. 15883.69 Lakhs in 2022. Net Sales for the current financial year were Rs.
26908.49 Lakhs as compared to Rs. 15721.26 Lakhs in 2022. Profit after tax (PAT) stood at
Rs. 130.48 Lakhs as Compared to Rs. 91.72 Lakhs in 2022.
Reserve & Surplus
During the Financial year 2022-2023 Rs 130.48 Lakhs amount to carry or
transfer to Reserve & Surplus Account under Companies Act, 2013.
Dividend
In view of the requirement of the profits for strengthening of the
company, your directors have decided to plough back the profit into the business hence no
dividend could be recommended for the year under review.
Share Capital
The paid-up Equity Share Capital as on March 31, 2023 was Rs.164322000.
During the year under review the company has not issued any shares or any convertible
instruments.
Subsidiary Company/Associate/Joint Venture
There has been no subsidiary, Associate and Joint Venture companies
during the year, as such; the requirement of furnishing information relating to
performance and financial position of the subsidiary, Associate and Joint Venture
companies is not applicable.
Investor Complaints and Compliance
During the year review 1 case was registered on SCORES Portal of SEBI
from any investor of the Company and same was resolved by the Compliance Officer of the
Company.
Directors and Key Managerial Personal
During the year under review and as on the date of this report,
following are the Directors and KMPs. along with the changes among them: -
The Details of Directors and KMP are as Follows: -
Name of the Person |
Designation |
| Mr. Sunil Kumar Malik |
Managing Director |
| Mr. Rama Nand Gupta |
Director Appointed as on 31st
August, 2022 |
| Mr. Raj Kumar Modani |
Director Appointed as on 10th
November, 2022 |
Mr. Lalit Malik |
Non-Executive Director
Appointed as on 04th February, 2023 |
| Mr. Sanjay Kukreja |
Independent Director |
Mr. Anil Kumar Behl |
Independent Director
Appointed as on 31st August, 2022 |
Mrs. Seema Malik |
Additional Independent
Director appointed on 30th June, 2023 |
Mr. Pranav Vasan |
Independent Director
(Appointed as an Independent Director on 30th June 2023 from Non-Executive
Director) |
| Mr. Anshu Agarwal |
Whole-Time Director Resigned on 30.03.2023 |
Mrs. Nisha Jain |
Independent Director
(Resigned on 09th June,2023) |
Mr. Anshu Agarwal |
Chief Financial Officer
Resigned on 12th August, 2023 |
Mr. Piyanshu Sharma |
Additional Director & CFO
appointed on 12th August, 2023 |
| Ms. Shiwati |
Company Secretary & Compliance officer |
In accordance with the provisions of Companies Act, 2013 Mr. Sunil
Kumar Malik (DIN 00143453), Director retires by rotation and being eligible offers himself
for re-appointment.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any; b) that such accounting
policies as mentioned in Notes to the Financial Statements have been selected and applied
consistently and judgment and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at March 31,
2023 and of the profit of the Company for the year ended on that date; c) that proper and
sufficient care has been taken 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). that the annual financial statements have been prepared on a going
concern basis; e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively f) that systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
Declaration from Independent Directors
All Independent directors except Ms. Nisha Jain have given declaration
that they meet 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 due to not passing of Independent Directors Exam.
Committees
As on date of this Report, The Board has three Committees:- a. Audit
Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship
Committee
Audit Committee
The company is having an audit committee comprising of the following
Members which reconstitute as follows:
Name |
Status |
Category |
| Anil Kumar Behl |
Chairman |
Non-Executive & Independent |
| Sanjay Kukreja |
Member |
Non-Executive & Independent |
Rama Nand Gupta |
Member |
Executive Director (Appointed
as a Member in Committee on 30th March, 2023) |
Anshu Agarwal |
Member |
Executive Director (Resigned
on 30th March, 2023 ) |
Nomination and Remuneration Committee
The company is having a Nomination and Remuneration Committee
comprising of the following Members which reconstitute as follows:
Name |
Status |
Category |
| Sanjay Kukreja |
Chairman |
Non-Executive & Independent |
| Anil Kumar Behl |
Member |
Non-Executive & Independent |
Pranav Vasan |
Member |
Non-Executive &
Independent (Appointed as a Member in Committee on 30th June, 2023) |
Nisha Jain |
Member |
Non-Executive &
Independent (Resigned on 09th June, 2023) |
Stakeholders Relationship Committee
The company is having a Stakeholders Relationship Committee comprising
of the following Members which reconstitute as follows:
Name |
Status |
Category |
Pranav Vasan |
Chairman |
Non-Executive &
Independent (Appointed as a Chairman in Committee on 30th June, 2023) |
Nisha Jain |
Member |
Non-Executive &
Independent (Resigned on 09th June, 2023) |
| Anil Kumar Behl |
Member |
Non-Executive & Independent |
| Sanjay Kukreja |
Member |
Non-Executive & Independent |
As per Regulation 21 of SEBI (LODR), Regulations, 2015, the Board needs
not to constitute Risk Management Committee, wherein majority of the members of Risk and
Management Committee should consists of Members of Boards. This regulation is applicable
only to top 100 listed entities, determined on the basis of market capitalization, as at
the end of the preceding financial year. Since your Company is not amongst top 100 listed
entities, your Company has not constituted a Risk Management Committee.
In line with the provisions of the Act and SEBI (LODR), the Company has
devised and implemented a vigil mechanism, in the form of "Whistle Blower
Policy". As per the Policy, the Company has an internal committee comprising of the
Head-HR and the Compliance Officer of the Company to address the functioning of the vigil
mechanism as mandated by the Act and assist the Audit Committee thereunder.
Board Meetings
During the year 5 Board Meetings and one Independent Directors Meeting
was held. The Details of which are given in Corporate Governance Report. The provisions of
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering
the time gap between two meetings. During the year under review, the Independent Director
met on March 30th, 2023.
Compliance with Secretarial Standards
During the year under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of
India.
Related Party Transactions
The Company has no material significant transactions with its related
parties which may have a potential conflict with the interest of the Company at large. All
transactions entered with the Related Parties as defined under the Companies Act, 2013 and
Regulation 23 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations,
2015 during the financial year were in the ordinary course of business and on arms
length basis and do not attract the provisions of section 188 of the Companies Act, 2013.
Thus, disclosure in form AOC- 2 is not required. Related party transactions have been
disclosed under the Note 34 of the financial statements in accordance with INDAS
24.
A statement in summary form of transactions with related parties in the
ordinary course of business and arms length basis is periodically placed before the
Audit committee for review and recommendation to the Board for their approval (if any
occurred). As required under Regulation 23 of the Listing Regulations, the Company has
formulated a Policy on Materiality of Related Party Transactions and on dealing with
Related Party Transactions which is available on the website of the Company
Auditors
Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013,
M/s. Garg Arun & Associates
Chartered Accountants (Firm Registration No. 08180N), were appointed as
the Companys Statutory
Auditors by the shareholders at their 21st AGM held on September 30,
2021, for a period of five years (i.e) till the conclusion of the 26th Annual
General Meeting.
The reports of Statutory Auditors on Financial Statements for the
financial year 2022-23 forms part of the Annual Report. There are no qualifications,
reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors
Reports.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. R. Miglani
& Co., (CP No: 11273, FCS: 30016), Company Secretaries to
undertake the secretarial audit of the company.
The Secretarial Auditor Report for the financial year 2022-23 forms
part of the Annual Report as
‘Annexure 1. There are no qualifications,
reservations, adverse remarks, disclaimer or emphasis of matter in the Reports but there
are some clarification that the Company provided to the Secretarial Auditor and the same
is incorporated in her Report.
Internal Auditors
M/s. SSAR & Associates, Chartered Accountants performs the
duties of Internal Auditors of the Company and their report is reviewed by the audit
committee from time to time.
Reporting of Frauds
There was no instance of frauds during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/ or Board under
Section 143(12) of the Act and Rules framed thereunder.
Listing
The Equity Shares of the Company was listed at BSE Limited on SME
Platform as on 31st March, 2023 but during the year under review the Company
applied for the Migration on the Main Board of the BSE and NSE.
The Company has received the In-Principle Approval for Migration from
SME Platform of BSE to the Main Board Platform of Bombay Stock Exchange Limited on April
10, 2023 and simultaneously from the Main Board Platform of National Stock Exchange of
India Limited on April 28, 2023.
The Final approval for dealings in the Equity Shares on the Exchange
was received from BSE Limited and NSE Limited on Tuesday 09th May, 2023.
Board Evaluation
Pursuant to the provisions of companies Act, 2013 and (Listing
Obligation and Disclosure Requirement) Regulation 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee. The manner in which the evaluation has been carried out has been explained in
Corporate Governance Report.
Business Risk Management
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a compulsion. Therefore,
in accordance with Regulation 17(9) of the Securities Exchange Board of India (Listing
Obligation and Disclosure Requirement) Regulation 2015 the Board members were informed
about risk assessment and minimization procedures after which the Board formally adopted
steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In todays challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities. Business risk,
inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As
a matter of policy, these risks are assessed and steps as appropriate are taken to
mitigate the same.
Policy on Directors Appointment and Remuneration
The Board has, on the recommendation of the Nomination &
Remuneration committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report.
Material changes and commitments, if any, affecting the financial
position of the company occurred between the end of the financial year to which these
financial statements relate and the date of the report.
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year 2022-2023 and the date of this
Report. Further, there was no change in the nature of business of the Company.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
Information Technology and Communications
During the financial year 2022-2023, apart from upgrading the existing
software applications with enhanced/ added features to meet the current and emerging
business needs, certain new application systems were implemented. Regular Updation of
Systems and procedures is undertaken from time to time to provide checks and alerts for
avoiding fraud arising out of misrepresentation given by borrower/s while availing loans.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
Pursuant to section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, as amended, the relevant information is
given below:
Conservation of Energy
The Companys operations are not power intensive. Nevertheless,
your Company is taking every steps to conserve and minimize the use of energy wherever
possible such as using energy efficient computer terminals, purchasing energy efficient
equipment etc.
Research and Development
The Company has no formal research and development department but the
Company is continuously making efforts to strengthen research and development activities
to improve quality and reduce cost.
Technology Import and Absorption
The Company has imported no technology. Indigenous technology available
is continuously upgraded to improve overall performance.
Foreign Exchange Earnings and Out Go
Particulars |
2022-23 |
2021-22 |
| Foreign Exchange Outgo |
-- |
0.29 |
| Foreign Exchange Earnings |
68.87 |
384.49 |
Extracts of Annual Return
In accordance with the provisions of Section 134 (3)(a) of the
Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the
financial year 2022-23, is available on the Companys website at www.raceecochain.com
Corporate Governance
According to the Securities Exchange Board of India (Listing Obligation
and Disclosure Requirement) Regulation 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Companys
Secretarial Auditors confirming compliance forms an integral part of this Report. The
Report on Corporate Governance by Auditor is forming part of Annual Report as an Annexure-2
Management Discussion and Analysis Report
Pursuant to the Regulation 34 of the Securities Exchange Board of India
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Management
Discussion and Analysis is a forming part of this Annual Report above.
Public Deposit
Your Company has not accepted any deposits from the public during the
year under review.
Corporate Social Responsibility
The Board of Directors of the Company hereby confirms that the
provisions of Section 135(1) of the Companies Act, 2013 is not applicable to our Company.
Bonus Issue
The Company has not allotted a bonus issue of Shares during the year.
Auditors Report
The Auditors observations are self-explanatory and hence do not call
for any further clarification under section 134(5) of the Companies Act, 2013.
Earnings per Share (EPS)
The Earnings per Share (EPS) is Rs. 0.79 as on March 31, 2023 as
against Rs. 0.56 as on March 31, 2022.
Regulatory Guidelines/Amendments
The Company has also been following directions, guidelines, circulars
issued by RBI, SEBI, BSE, MCA, from time to time pertaining to listed companies.
Codes and Standards Fair Practice Code
The Company has in place a Fair Practice Code (FPC), which includes
guidelines on appropriate staff conduct when dealing with customers and on the
organizations policies vis-?-vis client protection.
Internal Control System and their Adequacy
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
Even through this non-production period the Company continues to ensure proper and
adequate systems and procedures commensurate with its size and nature of its business.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behavior the company has adopted a vigil
mechanism policy. The Vigil Mechanism / Whistle Blower Policy will be posted on company
website.
Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees and investments is given by the
Company under Section 186 of the Companies Act, 2013 and other detailed are mentioned in
Notes to Accounts of the Financial Statements.
Compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
Your Corporation is committed to prevention of sexual harassment of
women at workplace and takes prompt action in the event of reporting of such incidents. In
this regard, internal complaints committees have been constituted to deal with sexual
harassment complaints, if any and conduct enquires. There were no complaints received of
sexual harassment during the financial year 2022-2023.
Code of Conduct
Company has adopted Code of Conduct for its Board Members and Senior
Management personnel. The code of conduct has also been posted on the official website of
the Company. The declaration by the Managing Director of the Company regarding compliance
with the Code of Conduct for Board Members and Senior Management is annexed with the
Corporate Governance Report.
Code for Prevention of Insider Trading Practices
Your Company has formulated and adopted a Code for Prevention of
Insider Trading Practices in accordance with the model code of conduct as prescribed under
the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. The code is
applicable to all directors, senior employees and their dependents. The said persons are
restricted from dealing in the securities of the Company during the ‘restricted
trading periods notified by the
Company, from time to time. The code for prevention of Insider trading
has also been posted on the official website of the Company.
Nomination and Remuneration Policy
The Company has implemented an Appointment and Remuneration Policy
pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule
II, Part D of the Listing Regulations. Salient features of the Policy and other details
have been disclosed in the Corporate Governance Report, attached to this Report.
Particulars of Employees
Disclosure with respect to the remuneration of Directors and Employees
as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed
as Annexure-3 which forms part of this Report.
Note of Appreciation
The Directors place on record their appreciation for co-operation and
support extended by the Government, RBI, Banks, SEBI, Shareholders, Bankers to issue, RTA
and customers for their continued support extended to the company at all times. The
Directors further express their deep appreciation to all employees for commendable
teamwork, high degree of professionalism and enthusiastic effort displayed by them during
the year.
|
|
By Order of the Board of Directors |
|
|
Race Eco Chain Limited |
Date: August 12th, 2023 |
Sd/- |
Sd/- |
Place : New Delhi |
Sunil Kumar Malik |
Rama Nand Gupta |
|
Managing Director |
Director |
|
DIN: 00143453 |
DIN: 03397154 |
|
Add: 159, Gagan Vihar |
Add: B-40, UG -1, OPP. DAV School, |
|
New Delhi-110051 |
Ram Prastha Colony, UP-201011 |
Form No. MR-3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended March 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
To,
The Members, Race Eco Chain Limited Unit No.203, Plaza- P 3, Central
Square, Bara Hindu Rao, Delhi-110006.
I have conducted the Secretarial Audit of the compliance of applicable,
statutory provisions and the adherence to good corporate practices by Race Eco Chain
Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon.
Opinion
Based on my verification of the Companys books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2023 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the Financial Year ended on March
31, 2023 and made available to me, according to the provisions of:
1. The Companies Act, 2013 (the Act) and the Rules made thereunder, as
applicable;
a. The Securities Contracts (Regulation) Act, 1956 (‘SCRA)
and the rules made thereunder; b. The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder; c. Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct
Investment and External Commercial Borrowing.
d. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of
India Act, 1992 (SEBI Act):- a). The Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
b). The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c). The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (Not Applicable to the Company during the Audit
Period);
d). The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e). The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; (Not Applicable to the Company during the Audit Period);
I have also examined compliance with the applicable clauses of the
following:
a) The Secretarial Standards issued by the Institute of Company
Secretaries of India. b) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
I report that, during the period under audit and review, the Company
has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc.
mentioned above except;
Please refer Annexure A Discrepancies found during our audit
attached to this report. I further report that, there were no events / actions in
pursuance of:
a). The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; b). The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009; and c). The Securities and Exchange Board
of India (Buyback of Securities) Regulations, 2018, requiring compliance thereof by the
Company during the financial year.
I further report that, based on the information provided and the
representation made by the Company and also on the review of the compliance reports of
Company Secretary / Chief Financial Officer taken on record by the Board of Directors of
the Company, in my opinion, adequate systems and processes exist in the Company to monitor
and ensure compliance with provisions of applicable general laws like Labour laws and
Environmental laws.
I further report that;
1. The compliance by the Company of applicable financial laws like
direct and indirect tax laws and maintenance of financial records and books of accounts
have not been reviewed in this Audit since the same have been subject to review by
statutory financial audit and other designated professionals.
2. The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
3. Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent with in prescribed limit, and a
system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the
Chairman, the decisions of the Board were unanimous and no dissenting views have been
recorded.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the company has not made
any major changes in the following events/actions in pursuance of the below law, rules,
regulations and guidelines.
i). Public/Right/Preferential issue of shares / debentures/sweat
equity, etc. ii).Redemption / buy-back of securities iii).Foreign technical collaborations
|
For R MIGLANI & CO. |
|
Company Secretaries |
|
Sd/ |
|
|
|
CS Rajni Miglani |
|
Proprietor |
|
M. No.: 30016 |
|
C .O .P No: 11273 |
|
PR No.: 2392/2022 |
| Date: June 07, 2023 |
UDIN: A030016E000464527 |
| Place: New-Delhi |
|
Note- This report is to be read with our letter of even date which is
annexed as Annexure-A & Annexure B and forms an integral part of this report.
DISCREPANCIES FOUND DURING THE AUDIT
Please note that Ms. Nisha Jain, Independent director on the Board of
the Listed entity have not passed online proficiency self-assessment test within a period
of Two years from the date of inclusion of their name in the databank and her name was
removed from Independent Directors Databank according to the provisions of rule 6 of
The Companies (Appointment and Qualifications of Directors) Rules, 2014.
However in accordance with the Companies (Appointment and Qualification
of Directors) Second Amendment, Rules, 2022. Dated 10.06.2022, Ms. Nisha Jain can apply
for restoration her name in
Independent Directors Databank within one year from the date
mentioned in the amendment and is due for passing the said test before June, 2023.
The Company has not made mandatory disclosure in Boards report
with regard to following as required under Section 134 of Companies Act, 2013 read with
rule 8 (5)(xi) & 8(5)(xii) of Companies (Accounts) Rules, 2014
(a) application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016
(b) any one-time settlement with any Banks or Financial Institutions.
However the management has confirmed that there were no application
made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016; further
there were no cases of one-time settlement with any Banks or Financial Institutions.
During the reporting period the Company has revised and resubmitted
following disclosures due to queries raised by the BSE SME platform Under process of
migration of the listed entity from BSE SME platform to BSE Main Board under SEBI (LODR)
Regulation, 2015 and SEBI (DP) Regulation, 2015;
The listed entity has revised Shareholding Pattern for the quarter
ended March, 2022
The listed entity has revised Corporate Governance report for the
quarter ended December, 2022 The listed entity has submitted revised financial results for
the year ended March, 2022 The listed entity has submitted revised Reconciliation of share
capital audit for the year ended June, 2022.
|
For R MIGLANI & CO. |
|
Company Secretaries |
|
Sd/- |
|
CS Rajni Miglani |
|
Proprietor |
|
M. No.: 30016 |
|
C .O .P No: 11273 |
Date: June 07, 2023 |
PR No.: 2392/2022 |
Place: New-Delhi |
UDIN: A030016E000464527 |
To,
The members, Race Eco Chain Limited
(Earlier known as Anisha Impex Limited) Unit No.203, Plaza- P 3,
Central Square Bara Hindu Rao, Delhi-110006.
My report of even date is to be read along with this letter.
Maintenance of Secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
I have followed the audit practices and process as were appropriate to
obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in Secretarial records. I believe that the process and practices i followed
provide a reasonable basis for my opinion. I have not verified the correctness and
appropriateness of financial records and books of accounts of the Company.
Where ever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events, etc.
The compliance of the provisions of corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedure on test basis.
|
For R MIGLANI & CO. |
|
Company Secretaries |
|
Sd/- |
|
CS Rajni Miglani |
|
Proprietor |
|
M. No.: 30016 |
|
C .O .P No: 11273 |
Date: June 07, 2023 |
PR No.: 2392/2022 |
Place: New-Delhi |
UDIN: A030016E000464527 |
+91-9892691696
