Eco Recycling Ltd Directors Report.

The Members of

ECO RECYCLING LIMITED

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

1. THE STATE OF THE COMPANYS AFFAIRS

The year under discussion was one of the most satisfying one in terms of qualitative business, value added services & return on investment points of view. We hope that the business of waste management & recycling will increase substantially in the near future and your Company will put its best efforts to take benefit of this growing opportunity. This year also, the Company would like to focus on value added services and remarketing of refurbished IT Equipment. At the same time, with the stricter implementation of the E-waste Management Rules, the volume of recycling of e-waste is also expected to increase substantially.

1.1 KEY FINANCIAL HIGHLIGHTS

( in Lacs)

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

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

1.2 Change in nature of Business

The Company is engaged in the business of e-waste management and recycling. There was no change in nature of business activity during the year.

1.3 Changes in Share Capital

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

During the year under review, the company has not issued shares with 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, 2019.

3. TRANSFERS TO RESERVES

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

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF 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:

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

7. EXTRACTS OF ANNUAL RETURN

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

8. DEPOSITS

During the year under review, your Company did not accept any deposits within 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.

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 efficientconduct 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 30.05.2018 422, The Summit Business Park, Near WEH Metro Station, Andheri (East), Mumbai – 400 093 i) Dattatraya Devale i) B K Soni
Time: 2:00 P.M. ii) Aruna Soni ii) Vijay Acharaya
iii) Srikrishna B.
iv) Shashank Soni
2 14.08.2018 422, The Summit Business Park, Near WEH Metro Station, Andheri (East), Mumbai – 400 093 i) B K Soni i) Vijay Acharaya
Time: 4:00 P.M. ii) Aruna Soni
iii) Srikrishna B.
iv) Shashank Soni
v) Dattatraya Devale
3 14.11.2018 422, The Summit Business Park, Near WEH Metro Station, Andheri (East), Mumbai – 400 093 i) B K Soni -
Time: 5:00 P.M. ii) Aruna Soni
iii) Srikrishna B.
iv) Shashank Soni
v) Dattatraya Devale
4 26.12.2018 422, The Summit Business Park, Near WEH Metro Station, Andheri (East), Mumbai – 400 093 i) B K Soni i) Aruna Soni
ii) Dattatarya Devale
iii) Shashank Soni
iv) Srikrishna B.
Time: 4:00 P.M.
5 11.02.2019 422, The Summit Business Park, Near WEH Metro Station, Andheri (East), Mumbai – 400 093 i) B K Soni i) Srikrishna B.
Time: 4:00 P.M. ii) Aruna Soni ii) Shashank Soni
iii) Dattatarya Devale iii) Dilip Boralkar

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

Further, the Board of Director of the Company in the Board Meeting held on December 26, 2018 has appointed Mr. Dilip Bhaskar Boralkar (DIN: 02515249) as an Additional Independent & Non-Executive Director. Pursuant to provisions of Section 160 and 161 of the Companies Act, 2013 their term as Director is valid till the ensuing Annual General Meeting of the Company. The Company has received notice from a Member of the Company u/s 160 of the Act proposing the candidature of Mr. Dilip Bhaskar Boralkar (DIN: 02515249) as an Independent & Non-Executive Director of the Company. The Board has considered the proposal and decided to recommend their name to the Members in ensuing Annual General Meeting to be appointed as an Independent & Non-Executive Director of the Company.

Furthermore, after the closure of financial year but before signing the Boards Report, Mr. Srikrishna Bhamidipati (DIN: 02083384), Independent Non-Executive Director of the Company has completed his one term as an Independent Director of the Company and his tenure as an Independent Director of the Company has came to an end.

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

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

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the 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), 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 5% profits the net of the Company calculated as per Section 198 of the Act, even though the annual remuneration payable to the Executive Directors is within the limit of 5% and 10% as specified u/s 197(1) of the Act.

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

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

• Mrs. Anita Choudhari, Chief Financial Officer

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

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 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 2018-19.

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

14. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and Independent Directors of the Company. All the Board members including independent directors and senior management personnel have 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. performance

16. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shrikrishna Bhamidipati as Chairman, Mr. Dattatraya Devale and Mrs. Aruna Soni as members. The Internal Auditors of the 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. The Remuneration Policy of the Company forms part of this report as Annexure I.

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 Act, your Directors hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2019, the applicable accounting standards have been followed and that there are no material departures from the same;

(b) they have selected such 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 31, 2019 and of the profit and loss 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, 2019; 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, 2019.

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

None of director is in receipt of any commission from the company and commission 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 Companys Risk Management process focuses on ensuring that these risks are identifiedon a timely basis and addressed.

The Audit Committee oversees enterprise risk management framework to ensure execution of decided strategies with 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:

22.1 STATUTORY AUDITOR

On the recommendation of the Audit Committee and the Board, the Members in their Twenty-Third Annual General Meeting has appointed M/s. Talati & Talati, Chartered Accountants, (Firm Registration No.110758W) as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the Twenty-Third AGM of the Company till the conclusion of the Twenty-Eighth AGM to be held for the financial year 2021-22. In view of provisions of proviso to Section 139(1) of the Act, the said appointment was made subject to ratification of their appointment in subsequent AGMs. Pursuant to the Companies (Amendment) Act, 2017, the said proviso was omitted with effect from May 7, 2018. In view of the same, no ratification of appointment of Auditors will be required every year. However, as at the time of appointment, i.e. as at the Twenty-Third AGM, it was decided to ratify appointment of the Statutory Auditors in subsequent AGMs. Accordingly, it is recommended to ratify their appointment in this AGM for their remaining tenure and payment of remuneration.

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

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

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, 2019 had appointed M/s. Abhishek Ruia & Company, Chartered Accountants, Mumbai (Membership Number: 135938) as the Internal Auditors of the Company for the financial year ended March 31, 2020.

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

Your Company has made investment in 849999 equity shares having face value of Rs. 10/- each in Ecoreco Enviro Education Private Limited which constitute 99.99% of total shareholding of the aforesaid Company. Pursuant to section 2(87) (ii) of Companies Act, 2013 Ecoreco Enviro Education Private Limited is a Subsidiary Company. Further Company along with its Audited standalone financial also produced Audited Consolidated Financial results for the year 2018-19 in order to enable its Shareholders to have insight in the working of its Subsidiary Company.

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, 2019 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

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 under review with related parties were in the ordinary course of business and on an arms length basis. Accordingly, the disclosure of related party transactions to be provided under section 134(3)(h) of the Act in Form AOC–2 is appended as Annexure III.

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 http://ecoreco. com/Uploads/Downloads/Materiality-Policies.pdf

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan or given guarantee or provided securities as covered under section 186 of the Act. Further, the Company has not made any fresh investment falling within the meaning of Section 186 of the Act.

26. CORPORATE SOCIAL RESPONSBILITY

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

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

There are no significantor material orders passed by the Regulators / Courts 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.

As per Section 134(3)(p) of the Act, 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 Act 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 evaluation by the Independent Directors has been undertaken at their meeting held on August 14 2018.The Board of Directors undertook evaluation of Independent Directors at their meeting held on August 14 2018 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), Corporate Governance and Communication
Non-Independent Director (Non-Executive) Independent Directors Preparedness, Participation, Value addition, Corporate Governance and Communication
Independent Director All other Board Members Preparedness, Participation, Value addition, Corporate Governance and Communication
Chairman Independent Directors Dynamics, Leadership (business and people), Corporate Governance and Communication, Strategy
Committees Board Members Composition, Process and Dynamics
Board as a whole Independent Directors Composition, Process and Dynamics

29. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

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

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed 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 a Annexure I.

31. VOTING RIGHTS OF EMPLOYEES

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

32. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under employees stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

33. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

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

34. 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. Pramod S. Shah & Associates certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS

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

36. LISTING AT STOCK EXCHANGE

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

37. INSURANCE

The Companys assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financialyear ending March 31, 2019.

39. DEPOSITORY SYSTEM

Your Companys shares are compulsorily tradable 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 above.

40. 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.

41. 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 year.

42. 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 31, 2019, no complaints have been received pertaining to sexual harassment.

43. 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 2018-19 no grievance / complaint from any

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

The Company has adopted the policies and procedures for ensuring the orderly and efficientconduct 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.

45. 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.

46. ACKNOWLEDGEMENTS

On occasion of the Silver Jubilee Year, your Directors place on record their special gratitude to all the Governments and Government Departments, Companys Bankers and all other stakeholders for extending their assistance and co-operation and encouragement 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 round operational performance.

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