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Directors Report of Eco Recycling Ltd.

Mar 31, 2018

The Members of

ECO RECYCLING LIMITED

The Directors are pleased to present the Twenty Fourth Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2018.

1. THE STATE OF THE COMPANYâS AFFAIRS

We are proud to share that, your company who pioneered formal recycling of electrical & electronic waste (E-waste) in the year 2005 in India is now completing 14th year of its services to the nation and environment. The growth of e-waste generation will certainly improve business of the formal recyclers and your company is poised to take advantage of this unfolding opportunity.

Your company is gearing up to shoulder greater responsibility and is working on larger business plans to implement to avail the growing opportunity in the e-waste recycling segment.

1.1 KEY FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars	2017-18	2016-17
Income	1417.00	1990.00
Expenditure	1360.00	1965.00
Profit/ (Loss) before Depreciation and Tax	94.00	58.00
Exceptional Item	901.00	135.00
Depreciation	37.00	33.00
Profit /(Loss) before Tax	(844.00)	(110.00)
Deferred Tax/Current Tax	-	5.00
Profit/ (Loss) after Tax	(844.00)	(105.00)

During the year under review, the Company has reported a total income of Rs.1417 lakhs out of which non-operating income amounts to Rs.265.66 lakhs. Income from operations is Rs.1151.00 lakhs which has decreased by Rs.793.69 lakhs i.e. by 40.80% as compared to the previous year.

1.2 Change in nature of Business

During the year there was no change in business activity of the company.

1.3 Changes in Share Capital

During the Financial Year 201718 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2018 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, 2018.

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:

7. EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2018 forms part of this report as Annexure I.

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 adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

The Board in its meeting held on 30.05.2018 has appointed Abhishek Ruia & Company, Chartered Accountants, having Membership No. 135938 as Internal Auditor of the Company for the financial year 2018-19.

10. BOARD MEETINGS

The Board of Directors (herein after called as âthe Boardâ) met for 8 (Eight) 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	09.05.2017	422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Srikrishna B. iv) Shashank Soni	i) Vijay Acharaya ii) Dattatraya Devale
2	30.05.2017	422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Srikrishna B. iv) Shashank Soni	i) Vijay Acharaya ii) Dattatraya Devale
3	03.07.2017	422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Srikrishna B. iv) Shashank Soni	i) Vijay Acharaya ii) Dattatraya Devale
4	14.09.2017	422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Dattatarya Devale	i) Vijay Acharaya ii) Shashank Soni iii) Srikrishna B.
5	17.11.2017	422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Vijay Acharaya	i) Dattatarya Devale ii) Srikrishna B. iii) Shashank Soni

14.12.2017

422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093

Time: 4:00 P.M.

i) B K Soni

ii) Aruna Soni

iii) Srikrishna B.

i) Dattatarya Devale

ii) Vijay Acharaya

iii) Shashank Soni

20.01.2018

422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093

Time: 4:00 P.M.

i) Shashank Soni

ii) Srikrishna B.

iii) Aruna Soni

i) B K Soni

ii) Dattatraya Devale

iii) Vijay Acharya

28.03.2018

422, 4^th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093

Time: 4:00 P.M.

i)B K Soni

ii)Srikrishna B.

iii)Shashank Soni

iv)Aruna Soni

v)Dattatraya Devale

i) Vijay Acharaya

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. B. K. Soni, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year under review Miss. Priyanka Bang, Company Secretary has been resigned from the office w.e.f. 17.02.2018 and Ms. Pooja Sharma has been appointed as Company Secretary as on 28.03.2018 to be consider as KMP under Section 203 of the Companies Act, 2013. Disqualifications of Directors During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director as on 31^st March, 2018.

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. 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. FAMILIARIZATION PROGRAMME:

The objective of a familiarization programme is to ensure that the nonexecutive directors are updated on the business environment and overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the Company and its stakeholders.

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

With a view to familiarize the independent directors with the Companyâs operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the familiarization programme has been posted on the website of the Company under the web link: 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.

16. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shrikrishna Bhamidipati as Chairman, Mr. Dattatraya Devale and Mrs. Aruna Soni as members. 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 II.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable Directors and employees of the Company to report unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The Policy provides adequate safeguards against victimization of Directors/ employees and direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has been disclosed on the Companyâs at www.ecoreco.com and circulated to all the Directors and employees.

19. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to sub-clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) t he directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

20. COMMISSION 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 recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Board of Director of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threaten to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

22. AUDITORS:

22.1 STATUTORY AUDITOR

The Shareholders of the Company at the 23^rd Annual General Meeting (AGM) held on August 4th, 2018, had appointed M/s. Talati & Talati, Chartered Accountants, Statutory Auditor of the Company (Firm Registration No.110758W) as the Statutory Auditors of the Company for one term of five consecutive years i.e. up to the conclusion of the 28th Annual General Meeting, subject to ratification of their appointment by the members at every AGM of the Company.

However, the requirement of ratifying the appointment of Auditors at every Annual General Meeting is done away with vide notification dated May 7, 201 8 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors. The Company has received a confirmation from the Auditors that they are not disqualified from continuing as Auditors of the Company.

Explanation to Auditorâs 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

The Board has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board in its meeting held on 14.08.2018 has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2018-19.

22.3COST RECORD AND COST AUDIT

Your company does not fall within the provisions of Section 148 of Companyâs Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

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

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^st, 2018 as per Form AOC - 1 attached to the this report as Annexure III.

24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure IV.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at http://ecoreco. com/Uploads/Downloads/Materiality-Policies.pdf

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

26. CORPORATE SOCIAL RESPONSBILITY

Your company does not meet 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 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

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 25(4)(a) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

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 as Annexure II.

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 employeeâs 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 VI. Auditorâs 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 statement in pursuance of requirement of para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are attached to 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 Companyâs assets are adequately insured against the loss of fire and other risk, 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 financial year ending March 31^st, 2018.

39. DEPOSITORY SYSTEM

Your Companyâs 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 Companyâs shares on either of the Depositories mentioned as aforesaid.

40. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs 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^st, 2018, 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 201718 no grievance / complaint from any women employee was reported.

44. ACKNOWLEDGEMENTS

On the occasion of the beginning of Silver Jubilee Year, Your Directors place on record their special gratitude to all the Government and semi government departments and Companyâs Bankers, for the 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

Chairman & Managing Director

DIN:01274250

14^th August 2018

Mumbai

Mar 31, 2017

The Directors are pleased to present the Twenty Third Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2017.

The State of the Company''s Affairs

''Make in India'' campaign, has formed an ideal base for India''s manufacturing segment, but for sustainable growth India needs to accommodate best prevailing practices followed by established manufacturing countries across world. Your company is gearing up to shoulder greater responsibility and is working on larger business plans to implement to avail the growing opportunity in the e-waste recycling segment.

1. KEY FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars	2016-17	2015-16
Income	1990.00	3740.44
Expenditure	1931.60	3684.72
Profit/ (Loss) before Depreciation and Tax	58.40	55.72
Depreciation	33.34	29.96
Profit /(Loss) before Tax	(110.38)	25.76
Deferred Tax/Current Tax	(14.20)	9.76
Profit/ (Loss) after Tax	(96.18)	16.00

During the year under review, the Company has reported a total income of Rs.1990 lakhs out of which non operating income amounts to Rs.44.75 lakhs. Income from operations is Rs.1945.26 lakhs which has decreased by Rs.1726.10 lakhs i.e. by 47% as compared to the previous year.

2. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended March 31, 2017.

3. TRANSFERS TO RESERVES

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

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:

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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:

(Rs. in Lacs)

Particulars	2016-17	2015-16
Earnings in	Nil	20.98
Foreign Currency
Expenses in	Nil	1.04
Foreign Currency

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Exchange during the year under review.

9. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial Statement of the Company/Board Report has not been revised during the Financial Year 2016-2017 as per Section 131 of the Companies Act, 2013.

10. ANNUAL RETURN

The extract of Annual Return pursuant to Section 92 of the Companies Act,2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31^st March, 2017.

11. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

12. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

13. BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for four 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	30.05.2016	205, Centre Point, 2^nd Floor, J. B. Nagar, Andheri-Kurla Road, Andheri (e), Mumbai - 400 059 Time: 2:00 P.M.	i) ArunaSoni ii) Shashank Soni iii) Srikrishna B. iv) Dattatarya Devale	i) Vijay Acharaya ii) B K Soni
2	13.08.2016	205, Centre Point, 2^nd Floor, J. B. Nagar, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B.	i) Vijay Acharaya ii) Dattatarya Devale
3	14.11.2016	205, Centre Point, 2^nd Floor, J. B. Nagar, Andheri-Kurla Road, Andheri (e), Mumbai - 400 059 Time: 4:00 P.M.	i) ArunaSoni ii) Shashank Soni iii) Aruna Soni iv) Srikrishna B. v) Dattatarya Devale	i) Vijay Acharaya ii) Dattatarya Devale
4	03.02.2017	422, The Summit Business Bay, Near Cinemax Theatre, Andheri Kurla Road, Andheri (E), Mumbai - 400 093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Vijay Acharaya vi) Dattatarya Devale

14. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are no changes in Directors during Financial Year 2016-2017.

Miss. Priyanka Bang has been appointed as Company Secretary, to be consider as KMP under Section 203 of the Companies Act, 2013.

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

All the Independent Directors meet the criteria of ''independence'' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of ''independence'' as required under section 149(7) of the Companies Act, 2013.

16. COMMITTEES OF BOARD:

The Board of Director has already constituted various committees in compliance with various provision of the Companies Act, 2013 and SEBI Listing Regulations viz . Audit Committee, Nomination and Remuneration Committee and Stakeholder Relation Committee.

All decision pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of committee are taken by Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings are provided in the Corporate Governance section of Annual Report

17. VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

18. RISK MANAGEMENT:

The Board of Director of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threaten to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

19. QUALIFICATIONS GIVEN BY THE AUDITORS:

A. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS

1. Regarding method of accounting of miscellaneous expenditure which are in our opinion is not in accordance with the Accounting Standard 26 " Intangible Assets" aggregating to Rs.8,60,076/-. Explanations or Comments By The Board On Every Qualification, Reservation Or Adverse Remark Or Disclaimer Made By Auditor

1. The Company responds that it is a call taken by the Management to amortize the said Miscellaneous Expenditure and in the next Financial Year the balance amount will be written off. Also the Management is of the Opinion that it will not create any discrepancy as the treatment taken is as per the provisions of The Income Tax Act, 1961.

B. QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR

This Report Dose Not Require Explanation, The same is self explanatory.

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

Name of the Company	Subsidiary / Associate
Ecoreco Enviro Education Private Limited	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 is included for the financial year ended March 31, 2017 as per Form AOC - 1 attached to the this report as Annexure III.

21. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

22. PARTI C U LARS O F LOAN S , GUARANTEES OR INVESTMENTS: Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

23. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience &competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

24. AUDITORS:

M/s. GMJ & Co, Chartered Accountants, existing auditors of the Company had tendered their resignation from the position of Statutory Auditor due to unavoidable circumstances, resulting into a casual vacancy in the office of Statutory Auditor of the Company as envisaged by section 139(8) of the Companies Act, 2013 ("Act"). Accordingly the Board has appointed M/s. Talati And Talati, Chartered Accountants, Mumbai, be appointed as the Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. GMJ & Co, Chartered Accountants.

25. SECRETARIAL AUDITOR:

The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013read with rules for conducing Secretarial Audit of Company for the financial year 2016-2017. The Report of the Secretarial Audit is annexed herewith as Annexure V.

26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

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

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 II.

28. 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 endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended March 31, 2017,no complaints have been received pertaining to sexual harassment.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

B. K. Soni

Chairman & Managing Director

DIN:01274250

Address:

Flat No. 501, 5^th Floor,

Nilgiri Building, JVPD, 9^th Road,

Vileparle (W), Mumbai - 400049,

Maharashtra, India.

3^rd July 2017

Mumbai

Mar 31, 2016

DIRECTORS'' REPORT

The Members of

ECO RECYCLING LIMITED

The Directors are pleased to present the Twenty Second Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2016.

The State of the Company''s Affairs

It is very pleasant to share that the Central Government has come out with the stricter E-waste Management Rules, 2016, which will be effective from 1^st October, 2016 across India. As per the Rules, the producers of the respective IT & Home Appliances are responsible to collect back end of life equipment from the consumer and get them recycled by the authorized recyclers. With the implementation of the above Rules, we are confident that your company will gain immensely over a period of time. Your company is gearing up to shoulder greater responsibility and is working on larger business plans to implement to avail the growing opportunity in the e-waste recycling segment.

KEY FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	2015-16	2014-15
Income	3740.44	3140.63
Expenditure	3684.72	2987.00
Profit/ (Loss) before Depreciation and Tax	55.72	153.63
Depreciation	29.96	28.87
Profit /(Loss) before Tax	25.76	124.76
Deferred Tax/Current Tax	9.76	31.28
Profit/ (Loss) after Tax	16.00	93.48

During the year under review, the Company has reported a total income of Rs.3740.44 lakhs out of which non-operating income amounts to Rs.69.08 lakhs. Income from operations is Rs.3671.36 lakhs which has increased by Rs.575.75 lakhs i.e. by 18.60% as compared to the previous year.

2. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended March 31, 2016.

3. TRANSFERS TO RESERVES

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

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 there under, the clause relating to Conservation of Energy and Technology absorption is not applicable to your Company and hence the information required to be disclosed in the Board''s Report is not given.

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:

(Rs. in Lacs)

Particulars

2015-16

2014-15

Earnings in

Foreign Currency

20.98

61.37

Expenses in

Foreign Currency

1.04

1.02

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

9. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial Statement of the Company/Board Report has not been revised during the Financial Year 2015-2016 as per Section 131 of the Companies Act, 2013.

10. ANNUAL RETURN

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT - 9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31^st March, 2016.

11. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.

12. The details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

13. Board Meetings

The Board of Directors (herein after called as "the Board") met for 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	30.05.2015	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) 91 22 40052951/52/53	Vijay Acharaya
2	14.08.2015	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Dattatarya Devale	Vijay Acharaya
3	01.09.2015	Hilton London Gatwik Airport, South Terminal Eastway, Gatwik RH60LL, United Kingdom Time: 2:00 P.M.	i) B K Soni ii) Vijay Acharaya	Aruna Soni Shashank Soni Srikrishna B. Dattatarya Devale
4	03.11.2015	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B.	Vijay Acharya Dattatarya Devale
5	13.02.2016	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B.	Vijay Acharya Dattatarya Devale

Changes in Directors and Key Managerial Personnel are as follows:

Sr. No.	Name of the Director / KMP	DIN No. / PAN No.	Appointment / Cessation	Date of Event
1	Dattatraya Devale - Director	07186290	Appointment	16/05/2015
2	T. R. Rao - Director	00288601	Cessation	19/09/2015
3	Anita Choudhari - CFO	AQCPC2259B	Appointment	14/08/2015

The appointment of Mr. Dattatraya Devale and Mr. Vijay Acharya who were appointed as an additional director was regularized in the 21^st Annual General Meeting of the Company held on September 26, 2015.

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

Pursuant to Section 149(4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and re-enactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.

In view of the above provisions, your Company has following Independent Directors:

Sr. No.	Name of the Independent Director	Date of Appointment
1	Mr. Dattatraya Devale	16/05/2015
2	Mr. Vijay Acharya	08/01/2015
3.	Mr. Srikrishna B.	14/03/2013

All the above Independent Directors meet the criteria of âindependence'' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of ''independence'' as required under section 149(7) of the Companies Act, 2013.

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of four Directors, out of which three are Non-Executive Independent Directors. The Committee acts in accordance with the ''Terms of Reference'' approved and adopted by the Board from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. Srikrishna B.	Chairperson - Non-Executive Independent Director
2	Mrs. Aruna Soni	Member - Executive Director
3	Mr. Vijay Acharya	Member - Non-Executive Independent Director
4	Mr. Dattatraya Devale	Member - Non-Executive Independent Director

The Nomination and Remuneration Committee has formulated policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178 and the policy formulated by the Committee is attached herewith in Annexure II.

II. Audit Committee:

The existing ''Audit Committee'' of the Company consists of three Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with the ''Terms of Reference'' specified by the Board in writing from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. Srikrishna B.	Chairperson -Non-Executive Independent Director
2	Mrs. Aruna Soni	Member - Executive Director
3	Mr. Dattatraya Devale	Member â Non-Executive Independent Director

Terms of Reference of the Audit

Committee

The functions of the Audit Committee are broadly as under:

1 Oversight of the Com pany''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3 Approval of payment to Statutory Auditors for any other services rendered by them;

4 Reviewing with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

Matters required being included in the Director''s Responsibility Statement to be included in the Board''s Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; matter;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this

7. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

8. Reviewing, with the management performance of statutory and internal auditors, and adequacy of internal control system;

9. Discussion with statutory auditors before the audit commences, as well as have post-audit discussion to ascertain any area of concern;

10. Reviewing the company''s financial and risk management policies;

11. Overseeing vigil mechanism for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases;

III. Stakeholders Relationship Committee / Shareholders Grievance Committee:

The Committee has the mandate to review, redress shareholders'' grievances and to approve all share transfers.

The composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on March 31, 2016 is as under:-

Name of the Director	Category
Mr. Srikrishna B.	Chairman - Independent Non-Executive Director
Mrs. Aruna Soni	Member - Executive Director
Mr. Dattatraya Devale	Member - Independent Non-Executive Director

Ms. Anita Choudhari, Chief Financial Officer, has been designated as the Compliance Officer of the Company.

The functions of the Stakeholder''s Relationship Committee / Shareholders'' j Grievance Committee include the following:-

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates; ^l 3. Review of shares dematerialized and ^l all other related matters;

4. Monitors expeditious redressal of investors'' grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares.

^l IV. The vigil mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional t work environment. The Board of Directors of the Company has established a Whistle i Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of ^, reporting such grievances or concerns.

17. RISK MANAGEMENT:

^l 18. QUALIFICATIONS GIVEN BY THE AUDITORS:

A. QUALIFICATION GIVEN BY THE

STATUTORY AUDITORS

1. We draw attention to Note 33 of the Notes forming part of financial statements regarding method of accounting of miscellaneous expenditure which are in our opinion is not in accordance with the Accounting Standard 26 -Intangible Assets aggregating to Rs.14,51,548/-.

2. Company has not carried out Actuarial Valuation for Gratuity and has made an adhoc provision of Rs.2,00,000/-, which is not in conformity with AS-15 "Employee Benefits" as required under the provisions of The Payment of Gratuity Act, 1972.

Explanations or Comments By The Board On Every Qualification, Reservation Or Adverse Remark Or Disclaimer Made By Auditor

1. As regards 1^st qualification on Miscellaneous Expenditure it is a call taken by the Management to amortize the said Miscellaneous Expenditure.

2. The Management has taken a view of making adhoc provision of Rs.200000/- based on earlier year report, the same will be regularized in FY 2016-2017.

B. QUALIFICATION GIVEN BY THE

SECRETERIAL AUDITOR

1. As per the provision of Section 138 of the Companies Act, 2013 and the rules made there under, the Company was required to appoint an Internal Auditor for the Financial Year 2015-16. Company has appointed Internal Auditor at the Board Meeting held on 13^th February, 2016. However, the Company has not filed an e-form MGT-14 for the said appointment of internal auditor with the Registrar of Companies.

2. As per the provision of Section 2(24) of the Companies Act, 2013 and the rules made there under, "Company Secretary" or "Secretary" means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 who should be appointed by the Company to perform the functions of a Company Secretary under this Act. However, the same has not been appointed by the Company.

3. As per the provision of Section 204 of the Companies Act, 2013 and the rules made there under, the Company was required to appoint an Secretarial Auditor. Company has appointed Secretarial Auditor at the Board Meeting held on 13^th February, 2016. However, the Company has not filed an e-form MGT-14 for the said appointment with the Registrar of Companies.

Explanations or Comments By The Board On Every Qualification, Reservation Or Adverse Remark Or Disclaimer Made By Auditor

1. With regards to the 1^st qualification, we would like to state that the company is in the process of intimating appointment of Internal Auditor to the Registrar of Companies and will file necessary e-forms as may be required under the provisions of the Companies Act, 2013 and the rules made there under in due course of time.

2. With regards to the 2nd qualification, we would like to state that the Company is in the process of recruiting suitable candidate for performing the functions of Company Secretary.

ECO RECYCLING LIMITED

3. With regards to the 3rd qualification, we would like to state that the company is in the process of intimating appointment of Secretarial Auditor to the Registrar of Companies and will file necessary e-forms as may be required under the provisions of the Companies Act, 2013 and the rules made thereunder in due course of time.

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

Name of the Company	Subsidiary / Associate
Ecoreco Enviro Education Private Limited	Subsidiary
Weee India Private Limited	Associate

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, 2016 as per Form AOC - 1 attached to the this report as Annexure III.

20. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

21. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

22. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

23. AUDITORS:

M/s. GMJ & Co, Chartered Accountants (Firm Registration No. 103429W), Statutory Auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for reappointment to hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the year 2021, subject to ratification of their appointment at every Annual General Meeting. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Your Directors recommend their re-appointment in the ensuing Annual General Meeting.

24. SECRETARIAL AUDITOR:

The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of section

204 of the Companies, Act 2013 read with rules for conducing Secretarial Audit of Company for the financial year 2015-2016. The Report of the Secretarial Audit is annexed herewith as Annexure V.

25. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

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

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 II.

27. 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 endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended March 31, 2016, no complaints have been received pertaining to sexual harassment.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. ACKNOWLEDGEMENT:

For and on behalf of the Board

B. K. Soni

Chairman & Managing Director

DIN: 01274250

Address: Flat No. 501, 5^th Floor,

Nilgiri Building, JVPD, 9^th Road, Vileparle (W), Mumbai - 400049, Maharashtra, India.

13^th August 2016

Mumbai

Mar 31, 2014

Dear Members,

The Directors present with pleasure the 20th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

2013-2014 2012-2013

Total Income 2545.52 2231.40

Profit before Interest, 166.68 166.13

Depreciation & Tax

Less: Depreciation 28.58 18.12

Profit before Interest 138.10 148.01

and Tax

Interest 86.61 59.18

Profit before Tax 51.49 88.83

Less: Provision for 21.63 24.78

Income Tax

Profit after Tax 29.86 64.05

Add: Balance 112.95 148.89

brought forward Balance carried to 42.80 112.95

Balance Sheet

2. OPERATIONS

As compared to the last year, we are now seeing the impact of the e-waste (Management & Handling) Rules 2011 which became applicable in India w.e.f. 1st May, 2012. The Producers and Bulk Users prefer to dispose of their e-waste with the Registered Recyclers like Ecoreco. Your company is the only authorized recycler in the State of Maharashtra and the first company granted permission by the Central Pollution Control Board.

We are pleased to inform that the Mobile Data Destruction Services, started by Ecoreco in 2008 and Lamp Recycling on Wheels in 2010 are doing well and company plans to introduce more such facilities in the coming years. Your Board is of the view that all these put together will add substantial top line in the coming years and will benefit all the stakeholders.

During the year ended 31st March 2014, your Company achieved turnover of INR 2545.52 Lacs and net profit of INR 29.86 Lacs.

3. DIVIDEND

In order to conserve resources, no dividend has been declared for the year 2013-2014.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer INR 100 Lacs to General Reserve as per the Profit and Loss Account of the Company.

5. FUTURE PLANS

In continuation to your company''s nature of introducing innovative ideas in the market, your Board is pleased to inform that your company is now working on a very large plan of Reverse Logistic for the benefit of Original Equipment Manufacturer (OEM) to meet their obligation under E-waste (Management & Handling) Rules, 2011, more precisely defined as Extended Producers'' Responsibility (EPR).

The Company is already a Shareholder/ Promoter in Weee India Private Limited and Mr. B. K. Soni, Chairman and Managing Director of Eco Recycling Limited is already a major Shareholder/ Promoter in Reverse Logistics and Warehousing Private Limited and thus due to common management and for better business facilitation in interest of all the Companies, the Management of Eco Recycling Limited intends to exercise major control in Weee India Private Limited and Reverse Logistics and Warehousing Private Limited by holding Shares more than or equal to 51% in its paid-up capital including the shares already held by them in Compliance with law prevailing as may be discussed by Management of all the Companies.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013 at least two-thirds of our Directors shall be subject to retirement by rotation. One - third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. B. K. Soni, Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

7. AUDITORS

M/s. GMJ & Co, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has also received a certificate from them under section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that the Directors 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 March 31,2014 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31,2014, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors'' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company''s Auditors regarding compliance is annexed hereto and forms part of this report .

11. PARTICULARS OF EMPLOYEES Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company.

13. QUALIFICATION IN THE AUDITOR''S REPORT:

There are no qualifications in the Auditors Report regarding audited Accounts for the year ended March 31, 2014 except as follow:

The statutory Auditors have qualified that the Miscellaneous Expenditure lying in the Books of the Company as on 31/03/2014 ought to have been written off in the Financial Year ended 31/03/2010. In this regard, the Company here responds that it is a call taken by the Management to amortize the said Miscellaneous Expenditure.

14. NOMINATION AND REMUNERATION COMMITTEE -COMPANIES ACT 2013:

Pursuant to Section 178 of Companies Act, 2013 the Board of Directors of the Company has consented the change in nomenclature of existing Remuneration Committee to ''Nomination and Remuneration Committee'' as provided under Companies Act, 2013 and has also approved the revised terms of reference of the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 (effective from 01/04/2014).

As per the said terms of reference approved by the Board the Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy , relating to the remuneration for the Director , KMP and other employees. The Company''s policy on Directors appointment and remuneration and other specifications as mentioned above will be disclosed in the Boards'' Report as provided under Section 134 (3) (e) once the same is formulated by the Committee.

15. ACKNOWLEDGMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors B. K. Soni Mumbai CMD September 02, 2014 Registered Office: 205, Centre Point, Next to Hotel Kohinoor, Andheri Kurla Road, Andheri East, Mumbai-400 059

Mar 31, 2013

The Members of ECO RECYCLING LIMITED

The Directors present with pleasure the 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs.in Lacs)

2012- 2011- 2013 2012

Total Income 2231.40 1757.34

Profit before Interest, 166.13 108.15

Depreciation & Tax

Less: Depreciation 18.12 11.40

Profit before Interest 148.01 97.00 and Tax

Interest 59.18 49.86

Profit before Tax 88.83 46.89

Less: Provision for 24.78 9.89

Income Tax

Profit after Tax 64.05 37.00

Add: Balance brought 148.89 261.88 forward

Balance carried to 212.94 298.88

Balance Sheet

2. OPERATIONS

This was the first year of operations since the E-waste (Management & Handling) Rules, 2011 became applicable in India. The Ministry had given one full year from May 11 to April 12 to all the generators of e-waste & other stakeholders to understand & implement the Rules. The Rules envisage that the generators will hand over their e-waste to the registered recyclers and also envisage that the producers will collect the used electrical & electronic equipment from the generators (under Extended Producers'' Responsibility) and facilitate reverse logistic to see that material gets recycled in an environment friendly manner. The above Rules are changing the trend towards environment friendly disposal in place of sale of e-waste to Kabadies.

It is pleasant to share that Eco Recycling Ltd is the only company in Maharashtra which is registered as an E-waste Recycler. Your Board is of the view that in the near future this industry will see a big boom and your company will be immensely benefitted.

During the year ended 31st March 2013, your Company achieved turnover of Rs. 2253 Lacs and net profit of Rs. 64 Lacs.

3. DIVIDEND

In order to conserve resources, no dividend has been declared for the year 2012Â2013.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer Rs. 100 lacs to General Reserve as per the Profit and Loss Account of the Company.

5. FUTURE PLANS

Ecoreco is in the process of setting up another facility for recycling of home appliances near Bhiwandi, Maharashtra, with the kind support of NEDO, Mitsubishi Materials Corporation and Nippon Magnetic Dressing Co. Ltd. The unit is expected to be completely operational by end of 2013.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two- thirds of our Directors shall be subject to retirement by rotation. One - third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 1956 and Articles of Association of the Company, Raghavendra Rao Satya Veera Venkata Turlapati, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment.

7. AUDITORS

M/s. GMJ & Co, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the

Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that the Directors 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 March 31, 2013 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2013, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors'' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company''s Auditors regarding compliance is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company.

13. QUALIFICATION IN THE AUDITOR''S REPORT:

There are no qualifications in the Auditors'' Report regarding audited Accounts for the year ended March 31, 2013 except as follow: The statutory Auditors have qualified that the Miscellaneous Expenditure lying in the Books of the Company as on 31/03/2013 ought to have been written off in the Financial Year ended 31/03/2010. In this regard, the Company here responds that it is a call taken by the Management to amortize the said Miscellaneous Expenditure.

For and on behalf of the Board of Directors

B. K. Soni

Mumbai CMD

August 14, 2013

Registered Office:

205, Centre Point,

Next to Hotel

Kohinoor, Andheri Kurla Road,

Andheri East, MumbaiÂ400 059

Mar 31, 2012

The Members of ECO RECYCLING LIMITED

The Directors present with pleasure the 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS (Rs. in Lacs)

2011- 2010- 2012 2011

Total Income 1757.34 1676.37

Profit before Interest, 108.15 113.43 Depreciation & tax

Less: Depreciation 11.40 11.30

Profit before Interest 96.76 102.13 and Tax

Interest 49.86 16.58

Profit before Tax 46.90 85.55

Less: Provision for 9.89 15.26

Income Tax

Profit after Tax 37.01 70.29

Add: Balance brought 261.88 191.59 forward

Balance carried to 298.89 261.88 Balance Sheet

2. OPERATIONS

Your Directors are pleased to inform that during the year ended 31st March, 2012, the company added lots of new services to support environment conscious individuals & organizations to avail. Your company now provides "Recycling of Lamps on Wheels" and thereby avoids phosphor & mercury going in to air, water & soil to avoid environmental damages. "Recycling of e-waste on Wheels", the service which was introduced in the yester year is also catching attention of environmentalists, corporates, Government offices, NGOs etc. to promote better practices of recycling and spread awareness & educate in general to further promote such initiatives. Your company also carried out several initiatives of awareness through conferences, exhibitions, presentations in schools, collages, institutions, corporates, etc. for taking the message of organized recycling to the families & societies.

During the year ended 31st March 2012, your company achieved turnover of Rs. 1757.34 Lacs and net profit of Rs.46.90 Lacs.

3. DIVIDEND

In order to conserve resources, no dividend has been declared for the year 2011-2012.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer Rs. 150 lacs to General Reserve as per the Profit and Loss Account of the Company.

5. FUTURE PLANS

It is really very pleasant to inform that in the previous year, the Central Government notified E-waste (Management & Handling) Rules, 2011 on 11th May, 2011 to be effective from 1st May, 2012 (already in force). With the implementation of the above Rules, we anticipate a big rise in the volume of recycling of electrical & electronic waste going for organized recycling. The Rules have proposed that the producers of the respective electrical & electronic items will be liable to implement Extended Producers' Responsibility (EPR) principle. As per the EPR principle, producers will be liable to establish reverse logistic & warehousing chain for collection of discarded (end of life) equipment from the consumers and will also be responsible to tie up with the authorized recyclers for getting these end of life equipment recycled in an environment friendly manner.

We are pleased to inform that Eco Recycling Ltd, the first company authorized for recycling of e-waste in the country has taken several steps to avail of this growing opportunity by implementing expansion plan to enhance its capacity & capability. Eco Recycling Ltd is working on a plan of Reverse Logistic & Warehousing in collaboration with a bunch of Producers; the plan has envisaged covering the major cities of the country to facilitate individual consumers & large consumers to get rid of their end of life equipment for recycling in an environment friendly manner.

We are also pleased to inform that the project of Precious Metal recovery undertaken by Eco Recycling Ltd with the financial assistance from DSIR (Department of Scientific & Industrial Research), Government of India has shown excellent results and in all probabilities the same will be commercialized in this calendar year. We are also pleased to inform that in the previous year your company's in house R&D Facility was also recognized by the Department and by virtue of that your company is able to save on number of indirect & direct taxes.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two- thirds of our Directors shall be subject to retirement by rotation. One- third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Aruna Soni , Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

7. AUDITORS

M/s. GMJ & Company, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that the Directors 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 March 31, 2012 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2012, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company's Auditors regarding compliance is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1)

(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company

13. REMUNERATION TO MRS. ARUNA SONI

Board of Director in consultation with remuneration committee of the Company had passed a resolution on March 31, 2011 for payment of Remuneration of Rs. 50,000/- to Mrs. Aruna Soni, Executive Director of the Company for the services rendered by her for a period with effect from April 01, 2011 till March 31, 2014 i.e., for a period of 3 years. At the forthcoming Annual General Meeting of the Company the members' approval is requested by the Company in this regard.

For and on behalf of the Board of Directors

B. K. Soni

Mumbai CMD

July 30, 2012

Registered Office:

205, Centre Point, Next to Hotel Kohinoor, Andheri Kurla Road,

Andheri East, Mumbai-400 059

Mar 31, 2011

The Members

Your Directors present with pleasure the 17th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

1. FINANCIAL RESULTS (Rs. in Lacs)

2010- 2009-

2011 2010

Total Income 1643.58 587.18

Proft before 214.47 26.47

Interest,

Depreciation &tax

Less: Depreciation 11.30 6.66

Proft before 102.13 19.81

Interest and Tax

Interest 16.58 1.93

Proft before Tax 85.55 17.88

Less: Provision for 15.26 3.43

Income Tax

Less: Fringe - -

Benefit Tax

Proft after Tax 70.29 14.45

Add: Balance 191.59 233.85

brought forward

Balance carried 261.88 191.59

to Balance Sheet

2. OPERATIONS

Your Company provides full spectrum of activities covered under e-waste management right from collection of e-waste from the door step of the generators, complete logistic support, refurbishing, secured data destruction, dismantling of end of life equipments, size reduction, sorting different basic commodities and other fractions, remarketing of reusable equipment, components and various recovered commodities.

Ecoreco provides high class credible services and solutions to the clients; take care of the needs and preferences of the customers, their requirements in a dedicated manner. Our customerÃcentric approach has resulted in high levels of client satisfaction and retention. Ecoreco does its best to meet environmental norms and assist corporate to meet their CSR obligations.

The same is refected in the exponential growth in its turnover which has increased from Rs. 587.18 lacs for the year ended 31st March, 2010 to Rs. 1,643.03 lacs for the year ended 31st March, 2011.

Ecoreco actively participate in various awareness campaigns, conferences, exhibitions, Government & industry interactions in formulating rules & regulations meant for safe & secured disposal of e-waste.

3. DIVIDEND

In order to conserve resources,no dividend has been declared for the year 2010Ã 2011.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer Rs. Nil to General Reserve

5. FUTURE PLANS

It is pleasant to share that your company has set several mile stones in the past few years beginning with the introduction of e-waste industry in India in the organized manner, the frst facility approved by the Central Pollution Control Board to undertake e-waste recycling in India, the frst company approved by the Maharashtra Pollution Control Board, the frst and the only company innovated the concept of Recycling on Wheels, the frst company providing Information Destruction service at the door step of the corporate and so on & so forth.

The first few years were equally challenging since there was no organized recycling of such a hazardous waste in the country and therefore the entire waste was being collected by the so called Kabadies. Ecoreco is proud to share that with the implementation of scientifc process to deal with such a hazardous waste, we are now in a position to reclaim all the basic ingredients from the end of life electronic equipment in a safer and environment friendly manner and thereby saving depleting natural resources and redeploying in to the main stream of industries.

It may be very pleasant for you to read that Ecoreco has innovated in house technology for the recovery of precious metals like gold, silver, palladium etc. from the e-waste and now going for commercialization of the same.

It is a pleasure to share that w.e.f. 1st May 2012, new Rules will be applicable in the country and thereby it is mandatory for all the users to give their used electronic equipment to the registered recyclers only. With the implementation of the E-waste (Management & Handling) Rules 2010 and an effective enforcement of Extended Producers Responsibility(EPR), the volume of supplies is expected to go up substantially.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two- thirds of our Directors shall be subject to retirement by rotation. One- third of these retiring Directors must retire from Office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. SrikrishnaBhamidipati , Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

7. AUDITORS

M/s. Vedula Vijay and Ramanathan, Auditors of the Company, hold Office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed depositsduring the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2011; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that the Directors 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 March 31, 2011 and of the Profit of the Company for that year.

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2011, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company's Auditors regarding compliance is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company.

For and on behalf of the Board of

Directors B. K. Soni

Mumbai CMD

30/05/2011

Registered Office:

205, Centre Point, Next to Hotel

Kohinoor, Andheri Kurla Road,

Andheri East, Mumbai - 400 059

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