To
The Members Race Eco Chain Limited
Your directors present the 25th Annual Report along with the audited standalone and
consolidated financial statements for FY 2024-25.
Financial Highlights:-
The Financial performance of the Company for year ended 31st March 2025 is summarized
below: -
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
31st March, 2025 |
31st March, 2024 |
31st March, 2025 |
31st March, 2024 |
| Income from operations |
46029.91 |
33849.88 |
55509.54 |
34,748.13 |
| Other Income |
111.47 |
67.39 |
89.87 |
69.87 |
| Total Income |
46141.38 |
33917.27 |
55599.41 |
34,818.00 |
| Less: Expenditure |
45665.06 |
33647.17 |
55051.01 |
34,545.10 |
| Profit/(Loss) before Interest, Depreciation & Tax |
476.33 |
270.10 |
548.40 |
272.91 |
| Less: Interest & Depreciation |
- |
- |
- |
- |
| Profit & Loss Before Tax |
476.33 |
270.10 |
554.58 |
272.91 |
| Less: Tax Expense |
127.70 |
84.26 |
165.43 |
91.23 |
| Add: Deferred Tax |
-19.49 |
29.12 |
-22.69 |
26.97 |
| (Excess) Prov. of tax |
-7.64 |
- |
-7.64 |
- |
| Profit for the Year |
375.76 |
156.72 |
419.48 |
154.70 |
Company Performance Overview
During the year under review, total income was Rs. 46141.38 Lacs as compared to Rs.
33917.27 Lacs in 2024. Net Sales for the current financial year were Rs.46029.91 Lacs as
compared to Rs. 33849.88 Lacs in 2024. Profit after tax (PAT) stood at Rs. 375.76 Lacs as
Compared to Rs. 156.72 Lacs in 2024.
Consolidated Financial Performance
The Company achieved a consolidated income of Rs. 55999.40 Lakhs as against Rs.
34818.00 Lakhs in the previous year and Consolidated Net Profit of Rs. 419.48 Lakhs for
the Financial Year ended 31st March, 2025 as against a profit of Rs. 154.70 Lakhs in the
previous Financial Year.
Share Capital
During the year under review, there is change in the share capital of the Company.
Authorized Share Capital
The Authorized Share Capital of the Company as on 31st March, 2025 is 25,00,00,000
(Rupees Twenty Five Crores) divided into 2,50,00,000 equity shares having face value of
10/- each.
Paid-up Equity Share Capital
During the year under review Company allotted 8,25,000 Equity Shares having face value
of 10/- each.
The Paid-up Equity Share Capital as on 31st March, 2025 is 17,25,72,000 (Rupees
Seventeen Crores Twenty Five Lakhs Seventy Two Thousand only) divided into 1,72,57,200
equity shares having face value of 10/- each. I
Reserve & Surplus
During the Financial year 2024-2025 Rs 375.76 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.
Subsidiary Company/Associate/Joint Venture Subsidiary
During the year under Review the Company has the Company has following Indian
Subsidiary:-
M/s. India Polymers Private Limited
M/s. Silverline Eco Thrive Limited
M/s. Ganesha Recycling Chain Private Limited
M/s. Vasundhara Envirogreen Private Limited
During the year under review Company disinvest from its Material Subsidiary M/s Abhay
Innovative Recycling Limited. Consequent upon the said dis-investment, M/s Abhay
Innovative Recycling Limited, ceased to be a subsidiary of the company.
Associate
During the year under Review the Company has one Associate Company M/s. Prime
Industries Limited
Joint Venture
During the year under Review the Company has Joint Venture Company which is the
subsidiary of the Company.
A statement containing salient features of the Financial Statements of the subsidiaries
in the prescribed format in Form AOC-1 as required under first proviso to Section 129(3)
of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is
included in this Report as "Annexure 1" and forms an integral part of this
Report.
In terms of the provisions of Section 136 of the Companies Act, 2013 read with the SEBI
Listing Regulations, the Audited Financial Statements of the subsidiaries are placed on
website of the Company. These financial statements are also available for inspection by
any member at the Corporate Office of the Company. Any member desirous of obtaining a copy
of the same may write to the Company.
Investor Complaints and Compliance
During the year review NO case was registered on SCORES Portal of SEBI from any
investor of the Company and same was resolved by the Compliance Officer of the Company.
Directors and Key Managerial Personal
During the year under review and as on the date of this report, following are the
Directors and KMPs. along with the changes among them: -
The Details of Directors and KMP are as Follows: -
| Mr. Sunil Kumar Malik |
Managing Director |
| Mr. Lalit Malik |
Non-Executive Director |
| Mr. Anil Kumar Behl |
Independent Director |
| Mr. Sanjay Kukreja |
Independent Director |
| Mr. Pranav Vasan |
Independent Director |
| Mrs. Seema Malik |
Independent Director |
| Mr. Piyanshu Sharma |
Chief Financial Officer |
| Mrs. Shiwati |
Company Secretary & Compliance officer |
| Mr. Raj Kumar Modani |
Executive-Director resigned on 28th May, 2024 |
| Mr. Rama Nand Gupta |
Executive Director resigned on 05th June, 2025 |
In accordance with the provisions of Companies Act, 2013 Mr. Sunil Kumar Malik,
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, 2025, 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, 2025 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
As required under Section 149 of the Act, the Independent Directors have submitted the
declaration affirming that they meet the Criteria of Independence as provided in Section
149 (6) of the Act and Regulation 25 of Listing Regulations. In the opinion of the Board,
the Independent Directors of the Company possess necessary expertise, integrity and
experience.
Committees
As on date of this Report, The Board has three Committees which are applicable upon
company:-
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
Audit Committee
The company is having an audit committee comprising of the following Members which
reconstitute as follows:
| Name |
Status |
Category |
| Anil Behl |
Chairman |
Non-Executive & Independent |
| Sanjay Kukreja |
Member |
Non-Executive & Independent |
| Pranav Vasan |
Member |
Non-Executive & Independent |
Nomination and Remuneration Committee
The company is having a Nomination and Remuneration Committee comprising of the
following Members which reconstitute as follows:
| Name |
Status |
Category |
| Sanjay Kukreja |
Chairman |
Non-Executive & Independent |
| Anil Behl |
Member |
Non-Executive & Independent |
| Pranav Vasan |
Member |
Non-Executive & Independent |
Stakeholders' Relationship Committee
The company is having a Stakeholders Relationship Committee comprising of the following
Members which reconstitute as follows:
| Name |
Status |
Category |
| Pranav Vasan |
Chairman |
Non-Executive & Independent |
| Anil Behl |
Member |
Non-Executive & Independent |
| Sanjay Kukreja |
Member |
Non-Executive & Independent |
As per Regulation 21 of SEBI (LODR), Regulations, 2015, the Board needs not to
constitute Risk Management Committee, wherein majority of the members of Risk and
Management Committee should consists of Members of Boards. This regulation is applicable
only to top 1000 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 1000 listed
entities, still your Company has constituted a Risk Management Committee for Good
Corporate Governance.
Risk Management Committee
The company is having a Stakeholders Relationship Committee comprising of the following
Members which reconstitute as follows:
| Name |
Status |
Category |
| Pranav Vasan |
Chairman |
Non-Executive & Independent |
| Anil Behl |
Member |
Non-Executive & Independent |
| Sanjay Kukreja |
Member |
Non-Executive & Independent |
CSR Committee
As per Section 135 of the Companies Act, 2013, the Board needs not to constitute CSR
Committee. Since your Company is not eligible to form the CSR Committee but voluntarily we
are adopting the constitution of a CSR Committee for Good Corporate Governance.
| Name |
Status |
Category |
| Anil Behl |
Chairman |
Non-Executive & Independent |
| Sanjay Kukreja |
Member |
Non-Executive & Independent |
| Seema Malik |
Member |
Non-Executive & Independent |
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 Chairman of the Audit
Committee and the Compliance Officer of the Company to address the functioning of the
vigil mechanism as mandated by the Act and assist the Audit Committee thereunder.
Board Meetings
During the year 11 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 25th February,
2025.
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
During the year under review, all transactions entered into with Related Parties were
approved/ ratified by the Audit Committee and wherever required, were also approved by the
Board of Directors of the Company. Omnibus approval from the Audit Committee was obtained
for transactions of repetitive nature. During the year, the Company had not entered into
any contract/ arrangement / transaction with related parties which could be considered
material in accordance with the Company's Related Party Transactions Policy.
Further, all related party transactions undertaken during the year were at arms' length
basis. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. The related party
transactions entered by the Company are disclosed under Note No. 34 of the Notes to the
Standalone Financial Statements for the year ended March 31, 2025
Auditors
Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Garg Arun
& Associates Chartered Accountants (Firm Registration No. 08180N), were appointed as
the Company's Statutory Auditors by the shareholders at their 21st AGM held on September
30, 2021, for a period of five years (i.e) till the conclusion of the 26th
Annual General Meeting to be held for the financial year 2025-2026
The reports of Statutory Auditors on Financial Statements for the financial year
2024-25 forms part of the Annual Report. There are no qualifications, reservations,
adverse remarks, disclaimer or emphasis of matter in the Auditors' Reports.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Hemant Kumar Sajnani & Associates., (CP No: 14214, FCS: 7348), Company
Secretaries to undertake the secretarial audit of the company.
The Secretarial Auditor Report for the financial year 2024-25 forms part of the Annual
Report as 'Annexure-2
There are No qualifications, reservations, adverse remarks, disclaimer or emphasis of
matter in the Reports.
Internal Auditors
M/s. SSAR & Associates, Chartered Accountants performs the duties of Internal
Auditors of the Company and their report is reviewed by the audit committee Quarterly
basis.
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 Bombay Stock Exchange Limited
and National Stock Exchange of India Limited and the listing fee, for the year 2025-26,
for both the Stock Exchanges 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
Risk management is an ongoing process and embedded in the operating framework of the
Company. Risk Management & Strategic Planning Committee of the Board has been
entrusted for timely identification, evaluation and mitigation of all types of internal
and external risks including financial, operational, sectoral, sustainability
(particularly, ESG related risks), information, cyber security risks etc.
The Committee is responsible for formulating and reviewing the risk management plan/
policy and ensuring its effectiveness across the organization. The Audit Committee of the
Board has an additional oversight in the risk management systems prevailing in the
Company. There are no risks which in the opinion of the Board are of the nature that can
threaten the existence of the Company. However, the risks inter-se those are generally
dealt in regular course of business and have to be taken care of, are fluctuations in
foreign exchange rates and prices of raw material as well as finished products. The Risk
Management Policy has been uploaded on the Company's website.
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 2024-2025 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 2024-2025, 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 frau
d 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 Company's operations are not power intensive. Nevertheless, your Company is taking
every steps to conserve and minimize the use of energy wherever possible such as using
energy efficient computer terminals, purchasing energy efficient equipment etc.
Research and Development
The Company has no formal research and development department but the Company is
continuously making efforts to strengthen research and development activities to improve
quality and reduce cost.
Technology Import and Absorption
The Company has imported no technology. Indigenous technology available is continuously
upgraded to improve overall performance.
Foreign Exchange Earnings and Out Go
(In Lacs)
| Particulars |
2024-2025 |
2023-2024 |
| Foreign Exchange Outgo |
|
|
| Foreign Exchange Earnings |
59.58 |
37.28 |
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 2024-25, is
available on the Company's 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 Company's Secretarial
Auditors confirming compliance forms an integral part of this Report. The Report on
Corporate Governance by Auditor is forming part of Annual Report as an Annexure-3
Management Discussion and Analysis Report
Pursuant to the Regulation 34 of the Securities Exchange Board of India (Listing
Obligation and Disclosure Requirement) Regulation, 2015, the Management Discussion and
Analysis is a forming part of this Annual Report above.
Public Deposit
Your Company has not accepted any deposits from the public during the year under
review.
Corporate Social Responsibility
The Board of Directors of the Company hereby confirms that the provisions of Section
135(1) of the Companies Act, 2013 is not applicable to our Company.
Bonus Issue
The Company has not allotted a bonus issue of Shares during the year.
Auditors' Report
The Auditors' observations are self-explanatory and hence do not call for any further
clarification under section 134(5) of the Companies Act, 2013.
Earnings per Share(EPS)
The Earnings per Share (EPS) is Rs. 2.23 as on March 31, 2025 as against Rs. 0.95 as on
March 31, 2024.
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 organization's 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 2024-2025.
Declaration Under Maternity Benefit Act, 1961
The Company has complied with provisions of the Maternity Benefit Act, 1961 read with
Rules thereunder at all its locations.
Code of Conduct
Company has adopted Code of Conduct for its Board Members and Senior Management
personnel. The code of conduct has also been posted on the official website of the
Company. The declaration by the Managing Director of the Company regarding compliance with
the Code of Conduct for Board Members and Senior Management is annexed with the Corporate
Governance Report.
Code for Prevention of Insider Trading Practices
Your Company has formulated and adopted a Code for Prevention of Insider Trading
Practices in accordance with the model code of conduct as prescribed under the SEBI
(Prohibition of Insider Trading) Regulations, 1992, as amended. The code is applicable to
all directors, senior employees and their dependents. The said persons are restricted from
dealing in the securities of the Company during the 'restricted trading periods' notified
by the Company, from time to time. The code for prevention of Insider trading has also
been posted on the official website of the Company.
Nomination and Remuneration Policy
The Company has implemented an Appointment and Remuneration Policy pursuant to the
provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of
the Listing Regulations. Salient features of the Policy and other details have been
disclosed in the Corporate Governance Report, attached to this Report.
Particulars of Employees
Disclosure with respect to the remuneration of Directors and Employees as required
under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as
Annexure-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 |
| Date: August 12th, 2025 |
Sd/- |
Sd/- |
| Place: Sahibabad (UP) |
Sunil Kumar Malik |
Pranav Vasan |
|
Managing Director |
Director |
|