Race Eco Chain Ltd Directors Report.

To

The Members

Race Eco Chain Limited

Your Directors are pleased to present their 21stAnnual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2021.

The Financial performance of the Company for year ended 31st March, 2021 is summarized below:-

Financial Highlights:-

(Rs. In Lakhs)

PARTICULARS 2020-21 2019-20
Income from operations 5871.63 1582.65
Other Income 250.13 140.87
Total Income 6121.76 1723.53
Less: Expenditure 5887.67 1619.12
Profit/(Loss) before Interest, 234.09 104.31
Depreciation & Tax
Less: Interest & Depreciation 86.75 102.53
Profit & Loss Before Tax 147.34 1.78
Less: Tax Expense 49.12 3.13
Add: Deffered Tax 1.43 5.04
Profit/(Loss) after Tax 99.64 3.67
Profit for the Year 99.64 3.67

Company Performance Overview

During the year under review, total income was Rs. 6121.76 Lacs as compared to Rs. 1723.53 Lacs in 2020. Net Sales for the current financial year were Rs. 5871.63 Lacs as compared to Rs. 1582.65 Lacs in 2020. Profit after tax (PAT) stood at Rs. 99.64 Lacs as Compared to Rs. 3.67 Lacs in 2020.

Reserve & Surplus

During the Financial year 2020-2021 Rs 99.64 Lacs 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, 2021 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 no such cases were registered on SCORES Portal of SEBI from any investor of the Company. Directors and Key Managerial Personal

During the under review, there is no change in the Board of the Directors of the Company but Mrs. Bhawna Saunkhiya Company Secretary of the Company has resigned on 12th November, 2020 and on the same date Mrs. Shiwati was appointed as Company Secretary & Compliance Officer of the company.

The Details of Directors and KMP are as Follows:-

NAME OF THE PERSON DESIGNATION
Pranav Vasan Non-Executive Director
Puneet Bhawaker Independent Director
Mrs. Nisha Jain Independent Director
Mr. Sanjay Kukreja Independent Director
Mr. Sunil Kumar Malik Managing Director
Mr. Anshu Agarwal Whole-Time Director & Chief Financial Officer
Ms. Shiwati Company Secretary & Compliance officer

In accordance with the provisions of Companies Act, 2013 Mr. Anshu Agarwal (DIN: 08192908), Executive 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 31,2021, 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 31,2021 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 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.

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:

NAME STATUS CATEGORY
Puneet Bhawaker Chairman Non-Executive & Independent
Sanjay Kukreja Member Non-Executive & Independent
Anshu Agarwal Member Executive Director

Nomination and Remuneration Committee

The company is having a Nomination and Remuneration Committee comprising of the following Members:

NAME STATUS CATEGORY
Sanjay Kukreja Chairman Non-Executive & Independent
Puneet Bhawaker Member Non-Executive & Independent
Nisha Jain Member Non-Executive & Independent

Stakeholders Relationship Committee

The company is having a Stakeholders Relationship Committee comprising of the following Members:

NAME STATUS CATEGORY
Nisha Jain Chairman Non-Executive & Independent
Puneet Bhawaker Member Non-Executive & Independent
Sanjay Kukreja Member Non-Executive & Independent

As per Regulation 21 of SEBI (LODR), Regulations, 2015, the Board needs 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 there under.

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 IS, 2021.

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 23 of the financial statements in accordance with Accounting Standards.

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.

Auditors

Statutory Auditors

M/s. Garg Arun & Associates. Chartered Accountants (Firm Registration No. 8180N) who are the statutory auditors of the company. Currently, they are holding office of the auditors up to the conclusion of the 21st Annual General.

Since the tenure of the M/s. Garg Arun & Associates., Chartered Accountants (Firm Registration No. 08180N) is expired after AGM so the re-appointment of the Existing auditors for a second term of 5 years commencing from the conclusion of 21st AGM till the conclusion of the 26th AGM is approved.

M/s. Garg Arun & Associates., Chartered Accountants (Firm Registration No. 08180N), have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3) (g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors have recommended the appointment of M/s. Garg Arun & Associates., Chartered Accountants (Firm Registration No. 08180N), as statutory auditors of the Company from the conclusion of the 21st AGM till the conclusion of the 26th AGM, to the shareholders.

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. Sachin Gupta & Co., (CP No: 21997, FCS: 5313), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure T to this report.

Internal Auditors

M/s. T.K. Gupta & 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 are presently listed at BSE Limited on SME Platform. Listing Fee for the year 2021-22 is paid.

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 proactive 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 2020-2021 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 2020-2021, 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.

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 2020-21 2019-20
Foreign Exchange Outgo Nil Nil
Foreign Exchange Earnings 34625591.41 3426607.00

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 2020-21, 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 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 as Annexure-3

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. 0.61 as at March 31,2021 as against Rs. 0.02 as at March 31,2020.

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-a-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 2020-2021.

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.

Declaration for Acceptance & Deposit from Directors & their Relatives

During the financial year The Company received money from Directors pursuant to Companies (Acceptance of Deposits) Amendments Rules, 2016 and details of the same is mentioned in Note No.28 of the Financial Statement.

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-4 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
Sd/- Sd/-
Sunil Kumar Malik Anshu Agarwal
Managing Director Whole Time Director
DIN:00143453 DIN: 08192908
Date: 31st August, 2021 Add: l59,GaganVihar Add: EE-106, Avantika
Place: New-Delhi New Delhi-110051 Extension, Ghaziabad-201002