Eco Recyc. Director Discussions


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 COMPANYS 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 Companys 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 Companys 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 Companys 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 Companys 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 Directors 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 Companys 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 Companys 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 Companys 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 Companys operating environment and they emerge on a regular basis. The Companys 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 Auditors 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. Boards 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.

Boards 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. Boards 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.

Boards 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).

Boards 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 Companys 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 Companys 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 arms 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 Companys 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 Boards 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 Boards 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 employees 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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