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Directors Report of Race Eco Chain Ltd.

Mar 31, 2023

The Directors are pleased to present their 23rd Board Report on the business and operations of your Company together with the Audited Accounts for the year ended 31^st March, 2023.

The Financial performance of the Company for year ended 31^st March 2023 is summarized below: -

Financial Highlights:-

(Rs. In Lakhs)
Particulars	2022-23	2021-22
Income from operations	26908.49	15721.26
Other Income	84.68	162.43
Total Income	26993.17	15883.69
Less: Expenditure	26814.31	15777.59
Profit/(Loss) before Interest, Depreciation & Tax	178.86	106.10
Less: Interest & Depreciation	NIL	NIL
Profit & Loss Before Tax	178.86	106.10
Less: Tax Expense	53.53	18.57
Add: Deferred Tax	5.15	4.20
Profit/(Loss) after Tax	130.48	91.72
Profit for the Year	130.48	91.72

Company Performance Overview

During the year under review, total income was Rs. 26993.17 Lacs as compared to Rs. 15883.69 Lacs in 2022. Net Sales for the current financial year were Rs. 26908.49 Lacs as compared to Rs. 15721.26 Lacs in 2022. Profit after tax (PAT) stood at Rs. 130.48 Lacs as Compared to Rs. 91.72 Lacs in 2022.

Reserve & Surplus

During the Financial year 2022-2023 Rs 130.48 Lacs amount to carry or transfer to Reserve & Surplus Account under Companies Act, 2013.

Dividend

In view of the requirement of the profits for strengthening of the company, your directors have decided to plough back the profit into the business hence no dividend could be recommended for the year under review.

Share Capital

The paid-up Equity Share Capital as on March 31, 2023 was Rs.164322000. During the year under review the company has not issued any shares or any convertible instruments.

Subsidiary Company/Associate/Joint Venture

There has been no subsidiary, Associate and Joint Venture companies during the year, as such; the requirement of furnishing information relating to performance and financial position of the subsidiary, Associate and Joint Venture companies is not applicable.

Investor Complaints and Compliance

During the year review 1 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: -

Name of the Person	Designation
Mr. Sunil Kumar Malik	Managing Director
Mr. Rama Nand Gupta	Director Appointed as on 31^st August, 2022
Mr. Raj Kumar Modani	Director Appointed as on 10^th November, 2022
Mr. Lalit Malik	Non-Executive Director Appointed as on 04^thFebruary, 2023
Mr. Sanjay Kukreja	Independent Director
Mr. Anil Kumar Behl	Independent Director Appointed as on 31^stAugust, 2022
Mrs. Seema Malik	Additional Independent Director appointed on 30^th June, 2023
Mr. Pranav Vasan	Independent Director (Appointed as an Independent Director on 30^th June 2023 from Non-Executive Director)
Mr. Anshu Agarwal	Whole-Time Director Resigned on 30.03.2023
Mrs. Nisha Jain	Independent Director (Resigned on 09^thJune,2023)
Mr. Anshu Agarwal	Chief Financial Officer Resigned on 12^th August, 2023
Mr. Piyanshu Sharma	Additional Director & CFO appointed on 12^thAugust, 2023
Ms. Shiwati	Company Secretary & Compliance officer

In accordance with the provisions of Companies Act, 2013 Mr. Sunil Kumar Malik (DIN 00143453), 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, 2023, 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, 2023 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) . that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Declaration from Independent Directors

All Independent directors except Ms. Nisha Jain have given declaration that they meet the criteria of

Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 due to not passing of Independent

Directors Exam.

Committees

As on date of this Report, The Board has three Committees:-

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Relationship Committee

Audit Committee

The company is having an audit committee comprising of the following Members which reconstitute

as follows:

Name	Status	Category
Anil Kumar Behl	Chairman	Non-Executive & Independent
Sanjay Kukreja	Member	Non-Executive & Independent
Rama Nand Gupta	Member	Executive Director (Appointed as a Member in Committee on 30^th March, 2023)
Anshu Agarwal	Member	Executive Director (Resigned on 30^thMarch, 2023 )

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 Kumar Behl	Member	Non-Executive & Independent
Pranav Vasan	Member	Non-Executive & Independent (Appointed as a Member in Committee on 30^th June, 2023)
Nisha Jain	Member	Non-Executive & Independent (Resigned on 09^th June, 2023)

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 (Appointed as a Chairman in Committee on 30^th June, 2023)
Nisha Jain	Member	Non-Executive & Independent (Resigned on 09^th June, 2023)
Anil Kumar 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 100 listed entities, determined on the basis of market capitalization, as at the end of the preceding financial year. Since your Company is not amongst top 100 listed entities, your Company has not constituted a Risk Management Committee.

In line with the provisions of the Act and SEBI (LODR), the Company has devised and implemented a vigil mechanism, in the form of "Whistle Blower Policy". As per the Policy, the Company has an internal committee comprising of the Head-HR and the Compliance Officer of the Company to address the functioning of the vigil mechanism as mandated by the Act and assist the Audit Committee thereunder.

Board Meetings

During the year 5 Board Meetings and one Independent Directors Meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings. During the year under review, the Independent Director met on March 30th, 2023.

Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

Related Party Transactions

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All transactions entered with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC- 2 is not required. Related party transactions have been disclosed under the Note 34 of the financial statements in accordance with INDAS 24.

A statement in summary form of transactions with related parties in the ordinary course of business and arm''s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval (if any occurred). As required under Regulation 23 of the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company

AuditorsStatutory 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 26^th Annual General Meeting.

The reports of Statutory Auditors on Financial Statements for the financial year 2022-23 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. R. Miglani & Co., (CP No: 11273, FCS: 30016), Company Secretaries to undertake the secretarial audit of the company.

The Secretarial Auditor Report for the financial year 2022-23 forms part of the Annual Report as ''Annexure 1''. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Reports but there are some clarification that the Company provided to the Secretarial Auditor and the same is incorporated in her Report.

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 from time to time.

Reporting of Frauds

There was no instance of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed thereunder.

Listing

The Equity Shares of the Company was listed at BSE Limited on SME Platform as on 31^st March, 2023 but during the year under review the Company applied for the Migration on the Main Board of the BSE and NSE.

The Company has received the In-Principle Approval for Migration from SME Platform of BSE to the Main Board Platform of Bombay Stock Exchange Limited on April 10, 2023 and simultaneously from the Main Board Platform of National Stock Exchange of India Limited on April 28, 2023.

The Final approval for dealings in the Equity Shares on the Exchange was received from BSE Limited and NSE Limited on Tuesday 09th May, 2023.

Board Evaluation

Pursuant to the provisions of companies Act, 2013 and (Listing Obligation and Disclosure Requirement) Regulation 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

Business Risk Management

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with Regulation 17(9) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

Policy on Directors'' Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2022-2023 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 2022-2023, apart from upgrading the existing software applications with enhanced/ added features to meet the current and emerging business needs, certain new application systems were implemented. Regular Updation of Systems and procedures is undertaken from time to time to provide checks and alerts for avoiding fraud arising out of misrepresentation given by borrower/s while availing loans.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended, the relevant information is given below:

Conservation of Energy

The 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

Particulars	2022-23	2021-22
Foreign Exchange Outgo	__	0.29
Foreign Exchange Earnings	68.87	384.49

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 2022-23, 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-2

Management Discussion and Analysis Report

Pursuant to the Regulation 34 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Management Discussion and Analysis is a forming part of this Annual Report 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. 0.79 as on March 31, 2023 as against Rs. 0.56 as on March 31, 2022.

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.

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 2022-2023.

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-3 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.

Mar 31, 2018

The Directors are pleased to present their 18^th Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2018.

The Financial performance of the Company for year ended 31st March, 2018 is summarized below:

1. Financial Highlights:

(Rs.)

Particulars		2017-18	2016-17
Income from operations		552444861.00	350934216.00
Other Income		2701203.00	763355.00
Total Income		555146064.00	351697571.00
Less: Expenditure		554674604.31	349965191.33
Profit/(Loss) before Depreciation & Tax	Interest,	471459.69	1732379.67
Less: Interest :Depreciation		Nil	Nil
Profit & Loss Before Tax		471459.69	1732379.67
Tax Expense (including Previous year Tax Adjustment		335109.34	491491.89
Profit/(Loss) after Tax		806569.03	1240887.78
Add: Profit/(Loss) Forward	Brought	Nil	Nil
Amount available Appropriation/ (Loss)	for	806569.03	1240887.78

2. Highlights of Performance

Standalone total income for the current financial year was to Rs. 555146064.00 as compared to Rs. 351697571.00 in 2017.

Standalone net sales for the current financial year were Rs. 552444861.00 as compared to Rs. 350934216.00 in 2017.

Standalone profit before tax for the current financial year was Rs.471459.69 as compared to 1732379.67 in 2017. Standalone Profit after tax for the current financial year was Rs. 806569.03 as compared to Rs. 1240887.78 in 2017.

3. Reserve & Surplus

During the Financial year 2017-2018, Rs.8.07 lacs amount to carry or transfer to Reserve & Surplus Account under Companies Act, 2013.

4. Dividend

5. Share Capital

The paid up Equity Share Capital as on March 31, 2018 was Rs.164322000.00 during the year under review; the company has not issued any shares or any convertible instruments.

6. SCORE Registration

During the year there is no arises any cases under SCORES Registration.

7. Textile Industry Outlook & Opportunities

Textile industry of India is the Mother industry, employing over 55 mn people directly or indirectly in this sector. Adding to that the fast growing retail apparel industry has further increased its importance. In the recently concluded World Textile Conference held in Mumbai, almost every decision maker in this Industry agreed to the fact that there will be upsurge in the activities as opportunities which are perceived are a lot in India''s favour.

As everyone knows, the manufacturing base is almost shifted to south East Asian Countries and India as well as China is going to play very important role in this odyssey.

The present Indian Textile and Apparel industry may grow from current level of US$ 78Bn to US$ 220 by 2020.lndia has her own strengths in terms of technical manpower availability, wide fiber base and supporting government policies for modernization and also raw material cost controls. The growing population of Indian young purchasing class is making domestic market quite lucrative.

Beyond day to day use of textiles in home furnishing, apparels etc, a new segment of Technical Textiles is opening up and the growth of such textiles in sports, industry, buildings, defense, protection, agriculture, non woven''s, and composite is increasing at highest rate in the emerging economies such as that of India.

8. 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.

9. Business Responsibility Report (Brr)

The Board of Directors of the Company hereby confirms that, according to the provisions of Regulation 34(2) (f) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, the give report on Business Responsibility Report (BRR) is not mandatorily applicable to our company, hence not annexed with Annual Report.

10. Human Resources

Many initiatives have been taken to support business through organizational efficiency, process change support, and various employeesâ engagement programs, which have helped the Organization, achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirement.

The Companyâs HR processes such as hiring and on boarding, fair transparent performance evaluation and talent management process, and market aligned policies have been seen as at good level practices in the Industry.

11. Business Risk Management

In todayâs challenging and competitive environment, strategies for mitigating inher ent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

12. Non-Performing Assets and Provisions for Contingency

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognized.

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provision for contingencies on standard as well as non-performing assets.

13. Internal Control System and Their Adequacy

14. 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 behaviour the company has adopted a vigil mechanism policy. The Vigil Mechanism / Whistle Blower Policy will be posted on company website.

15. Subsidiary Company/Associate/Joint Venture

There has been no subsidiary/Associate/Joint Venture incorporated/ceased of your company during the financial year 2017-18.

16. Directors & Committees

During the financial year there is no appointment and cessation in Board of Directors

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In accordance with the provisions of Companies Act, 2013 Mr. Sunil Kumar Malik (DIN: 00143453), Executive Director retires by rotation and being eligible offers himself for re-appointment.

17. Board Evaluation

18. Policy on Directorsâ Appointment and Remuneration

19. Meetings

During the year five Board Meetings and one independent directorsâ 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 Directors met on March 13, 2018.

19.1 Audit Committee

The company is having an audit committee comprising of the following directors:

Name	Status	Category
Puneet Bhawaker	Chairman	Non Executive & Independent
Dinesh Singh Patwal	Member	Non Executive & Independent
Sunil Kumar Malik	Member	Managing Director

19.2 Nomination and Remuneration Committee

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

Name	Status	Category
Dinesh Singh Patwal	Chairman	Non Executive & Independent
Puneet Bhawaker	Member	Non Executive & Independent
Puja Malik	Member	Non Executive &Non Independent

19.3 Share Transfer and Share Holders /Investors Grievance Committee

The company is having a Share Transfer and Share Holders /Investors Grievance Committee comprising of the following directors

Name	Status	Category
Puneet Bhawaker	Chairman	Non Executive & Independent
Dinesh Singh Patwal	Member	Non Executive & Independent
Sunil Kumar Malik	Member	Managing Director

20. Directorsâ Responsibility Statement

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, 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, 2018 and of the profit of the Company for the year ended on that date;

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.

21. Related Party Transactions

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All transactions entered with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligation &Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on armâs length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC- 2 is not required. Related party transactions have been disclosed under the Note 24 of the financial statements in accordance with Accounting Standard 18.

A statement in summary form of transactions with related parties in the ordinary course of business and armâs length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

22. 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.

23. Auditors

23.1 Statutory Auditors

At the 17^th Annual General Meeting held on September 29, 2017 M/s. Garg Arun & Associates Chartered Accountants (Firm Registration No. 8180N) were appointed as Statutory Auditors of the Company to hold office for till the conclusion of the 21^st Annual General Meeting (Subject to ratification of their re-appointment at every AGM) and to authorize the Board of Directors of the Company to fix their remuneration, apart from reimbursement of out-of-pocket expenses and applicable taxes.

Since the proviso to Section 139(1) has been omitted from the Companies Act, 2013 effective from May 7, 2018 now no ratification of appointment of Auditors was required. Therefore, in the ensuing Annual General Meeting the appointment of M/s. Garg Arun & Associates, as the Statutory Auditors of the Company was not required to be ratified.

23.2 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 Sachin Agarwal & Associates. (CP No.:3568, FCS: 6148), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as âAnnexure Aâ to this report.

23.3 Internal A uditors

M/S T.K. Gupta & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

24. Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has one Executive Director, remuneration paid under ceiling limit of Companies Act, 2013. Further, no sitting fee has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

SR.	Name of Director/KMP	Remuneration of	Increase in	Ratio of remuneration of
No.	and Designation	Director/KMP for	Remuneration	each
		financial year 2017-	in the	Director/ to median
		18 (in Rs.)	Financial Year	remuneration
			2017-18	of employees
1	Sunil Kumar Malik Managing Director	1440000.00	200000	NIL

2	Anshu Agarwal Chief Financial Officer	723039.00	30039	NIL
3	Ram Mohan Jha CS & Compliance Officer	326333.00	13107	NIL

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

25. Information Technology and Communications

During the financial year 2017-18, apart from upgrading the existing software applications with enhanced/ added features to meet the current and emerging business needs, certain new application systems were implemented. Regular updation of Systems and procedures is undertaken from time to time to provide checks and alerts for avoiding fraud arising out of misrepresentation given by borrower/s while availing loans.

26. 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:

26.1 Conservation of Energy:

The Companyâs 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 equipments etc.

26.2 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.

26.3 Technology Import and Absorption:

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

26.4 Foreign Exchange Earnings and Out Go

2017-18 2016-17

Foreign Exchange Outgo 5421333.31 2300003.00

Foreign Exchange Earnings Nil Nil

27. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Bâ.

28. 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 Companyâs Auditors confirming compliance forms an integral part of this Report. The Report on Corporate Governance by Auditor is forming part of Annual Report.

29. Management Discussion and Analysis Report

30. Public Deposit

Your Company has not accepted any deposits from the public during the year under review.

31. Bonus Issue

The Company has not allotted a bonus issue of Shares during the year.

32. Auditors â 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.

33. Investor Complaints and Compliance

During the year there were no complaints from investor, as on date no Complaints are pending.

34. Earnings per Share (EPS)

The Earnings per Share (EPS) is Rs. 0.05 as at March 31, 2018 as against Rs.0.08 as at March 31, 2017

35. 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.

36. Codes and Standards

36.1 Fair Practice Code

Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with customers and on the organizationâs policies vis-a-vis client protection.

37. 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 in Notes to Accounts of the Financial Statements.

38. Central Pollution Control Board (CPCB) Restrictions

The management is pursuing active steps to comply with norms under CPCB restrictions.

39. Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There were no complaints received of sexual harassment during the financial year 2017-18.

40. Code of Conduct

Company has adopted a 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.

41. 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 ârestricted trading periodsâ 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

42. Goods and Service Tax

Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide significant growth stimulus to the business and contribute to the Prime Ministerâs mission of âMake in Indiaâ.

Your Company has been preparing for migrating to GST with changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST would bring in. While there are a few areas that need to be addressed, the Government went live on GST on 1st July, 2017 and your Company was ready for this transformative reform.

43. Declaration for Acceptance & Deposit from Directors & their Relatives

During the financial year The Company received money from Directors pursuant to Companies (Acceptance of Deposits) Amendments Rules, 2016

A Note of Appreciation

For And Behalf of the Board of Directors

Anisha Impex Limited

Sd/- Sd/-

Place: Delhi Mr. Sunil Kumar Malik Mrs. Puja Malik

Date: 31.08.2018 (Managing Director) (Director)

DIN: 00143453 DIN: 01189442

159, Gagan Vihar 159, Gagan Vihar

New Delhi-110051 New Delhi-110051

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