Your directors present the 25th Annual Report along with the audited standalone and consolidatedfinancial statements for FY 2024-25.
The Financial performance of the Company for year ended 31st March 2025 is summarized below: -
(Rs. In Lakhs)
Particulars
Standalone
Consolidated
31st March, 2025
31st March, 2024
Income from operations
46029.91
33849.88
55509.54
34,748.13
Other Income
111.47
67.39
89.87
69.87
Total Income
46141.38
33917.27
55599.41
34,818.00
Less: Expenditure
45665.06
33647.17
55051.01
34,545.10
Profit/(Loss) before Interest,Depreciation & Tax
476.33
270.10
548.40
272.91
Less: Interest & Depreciation
-
Profit & Loss Before Tax
554.58
Less: Tax Expense
127.70
84.26
165.43
91.23
Add: Deferred Tax
-19.49
29.12
-22.69
26.97
(Excess) Prov. of tax
-7.64
Profit for the Year
375.76
156.72
419.48
154.70
During the year under review, total income was Rs. 46141.38 Lacs as compared to Rs. 33917.27 Lacs in2024. Net Sales for the current financial year were Rs.46029.91 Lacs as compared to Rs. 33849.88 Lacs in2024. Profit after tax (PAT) stood at Rs. 375.76 Lacs as Compared to Rs. 156.72 Lacs in 2024.
The Company achieved a consolidated income of Rs. 55999.40 Lakhs as against Rs. 34818.00 Lakhs in theprevious year and Consolidated Net Profit of Rs. 419.48 Lakhs for the Financial Year ended 31st March,2025 as against a profit of Rs. 154.70 Lakhs in the previous Financial Year.
During the year under review, there is change in the share capital of the Company.
The Authorized Share Capital of the Company as on 31st March, 2025 is 25,00,00,000 (Rupees TwentyFive Crores) divided into 2,50,00,000 equity shares having face value of 10/- each.
During the year under review Company allotted 8,25,000 Equity Shares having face value of 10/- each.The Paid-up Equity Share Capital as on 31st March, 2025 is 17,25,72,000 (Rupees Seventeen CroresTwenty Five Lakhs Seventy Two Thousand only) divided into 1,72,57,200 equity shares having face valueof 10/- each.
During the Financial year 2024-2025 Rs 375.76 Lacs amount to carry or transfer to Reserve & SurplusAccount under Companies Act, 2013.
In view of the requirement of the profits for strengthening of the company, your directors have decidedto plough back the profit into the business hence no dividend could be recommended for the year underreview.
During the year under Review the Company has the Company has following Indian Subsidiary:-
M/s. India Polymers Private Limited
M/s. Silverline Eco Thrive Limited
M/s. Ganesha Recycling Chain Private Limited
M/s. Vasundhara Envirogreen Private Limited
During the year under review Company disinvest from its Material Subsidiary M/s Abhay InnovativeRecycling Limited. Consequent upon the said dis-investment, M/s Abhay Innovative Recycling Limited,ceased to be a subsidiary of the company.
During the year under Review the Company has one Associate Company M/s. Prime Industries LimitedJoint Venture
During the year under Review the Company has Joint Venture Company which is the subsidiary of theCompany.
A statement containing salient features of the Financial Statements of the subsidiaries in the prescribedformat in Form AOC-1 as required under first proviso to Section 129(3) of the Companies Act, 2013 readwith Rule 5 of the Companies (Accounts) Rules, 2014 is included in this Report as "Annexure 1" and formsan integral part of this Report.
In terms of the provisions of Section 136 of the Companies Act, 2013 read with the SEBI ListingRegulations, the Audited Financial Statements of the subsidiaries are placed on website of the Company.These financial statements are also available for inspection by any member at the Corporate Office of theCompany. Any member desirous of obtaining a copy of the same may write to the Company.
During the year review NO case was registered on SCORES Portal of SEBI from any investor of theCompany and same was resolved by the Compliance Officer of the Company.
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: -
Mr. Sunil Kumar Malik
Managing Director
Mr. Lalit Malik
Non-Executive Director
Mr. Anil Kumar Behl
Independent Director
Mr. Sanjay Kukreja
Mr. Pranav Vasan
Mrs. Seema Malik
Mr. Piyanshu Sharma
Chief Financial Officer
Mrs. Shiwati
Company Secretary & Compliance officer
Mr. Raj Kumar Modani
Executive-Director resigned on 28th May, 2024
Mr. Rama Nand Gupta
Executive Director resigned on 05th June, 2025
In accordance with the provisions of Companies Act, 2013 Mr. Sunil Kumar Malik, Director retires byrotation and being eligible offers himself for re-appointment.
To the best of their knowledge and belief and according to the information and explanations obtainedby them, your Directors make the following statements in terms of Section 134(3) (c) of the CompaniesAct, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2025, theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have been selectedand applied consistently and judgment and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025and 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 recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany 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 adequateand were operating effectively
f) that systems to ensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.
As required under Section 149 of the Act, the Independent Directors have submitted the declarationaffirming that they meet the Criteria of Independence as provided in Section 149 (6) of the Act andRegulation 25 of Listing Regulations. In the opinion of the Board, the Independent Directors of theCompany possess necessary expertise, integrity and experience.
As on date of this Report, The Board has three Committees which are applicable upon company:-
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
The company is having an audit committee comprising of the following Members which reconstitute asfollows:
Name
Status
Category
Anil Behl
Chairman
Non-Executive & Independent
Sanjay Kukreja
Member
Pranav Vasan
The company is having a Nomination and Remuneration Committee comprising of the following Memberswhich reconstitute as follows:
The company is having a Stakeholders Relationship Committee comprising of the following Memberswhich reconstitute as follows:
As per Regulation 21 of SEBI (LODR), Regulations, 2015, the Board needs not to constitute RiskManagement Committee, wherein majority of the members of Risk and Management Committee shouldconsists of Members of Boards. This regulation is applicable only to top 1000 listed entities, determinedon the basis of market capitalization, as at the end of the preceding financial year. Since your Company isnot amongst top 1000 listed entities, still your Company has constituted a Risk Management Committeefor Good Corporate Governance.
As per Section 135 of the Companies Act, 2013, the Board needs not to constitute CSR Committee. Sinceyour Company is not eligible to form the CSR Committee but voluntarily we are adopting the constitutionof a CSR Committee for Good Corporate Governance.
Seema Malik
In line with the provisions of the Act and SEBI (LODR), the Company has devised and implemented a vigilmechanism, in the form of "Whistle Blower Policy". As per the Policy, the Company has an internalcommittee comprising of the Chairman of the Audit Committee and the Compliance Officer of theCompany to address the functioning of the vigil mechanism as mandated by the Act and assist the AuditCommittee thereunder.
During the year 11 Board Meetings and one Independent Directors Meeting was held. The Details of whichare given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (LODR)Regulations, 2015 were adhered to while considering the time gap between two meetings.
During the year under review, the Independent Director met on 25th February, 2025.
During the year under review, the Company has duly complied with the applicable provisions of theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued bythe Institute of Company Secretaries of India.
During the year under review, all transactions entered into with Related Parties were approved/ ratified bythe Audit Committee and wherever required, were also approved by the Board of Directors of theCompany. Omnibus approval from the Audit Committee was obtained for transactions of repetitive nature.During the year, the Company had not entered into any contract/ arrangement / transaction with relatedparties which could be considered material in accordance with the Company's Related Party TransactionsPolicy.
Further, all related party transactions undertaken during the year were at arms' length basis. Accordingly,the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act,2013, in Form AOC-2 is not applicable. The related party transactions entered by the Company are disclosedunder Note No. 34 of the Notes to the Standalone Financial Statements for the year ended March 31, 2025
In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Garg Arun & AssociatesChartered Accountants (Firm Registration No. 08180N), were appointed as the Company's StatutoryAuditors by the shareholders at their 21st AGM held on September 30, 2021, for a period of five years(i.e) till the conclusion of the 26th Annual General Meeting to be held for the financial year 2025-2026
The reports of Statutory Auditors on Financial Statements for the financial year 2024-25 forms part of theAnnual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis ofmatter in the Auditors' Reports.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. HemantKumar Sajnani & Associates., (CP No: 14214, FCS: 7348), Company Secretaries to undertake thesecretarial audit of the company.
The Secretarial Auditor Report for the financial year 2024-25 forms part of the Annual Report as'Annexure-2
There are No qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in theReports.
M/s. SSAR & Associates, Chartered Accountants performs the duties of Internal Auditors of the Companyand their report is reviewed by the audit committee Quarterly basis.
There was no instance of frauds during the year under review, which required the Statutory Auditors toreport to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framedthereunder.
The Equity Shares of the Company are presently listed at Bombay Stock Exchange Limited and NationalStock Exchange of India Limited and the listing fee, for the year 2025-26, for both the Stock Exchanges paid.
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, thedirectors individually as well the evaluation of the working of its Audit, Nomination & Remuneration andStakeholder committee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.
Risk management is an ongoing process and embedded in the operating framework of the Company. RiskManagement & Strategic Planning Committee of the Board has been entrusted for timely identification,evaluation and mitigation of all types of internal and external risks including financial, operational,sectoral, sustainability (particularly, ESG related risks), information, cyber security risks etc.
The Committee is responsible for formulating and reviewing the risk management plan/ policy andensuring its effectiveness across the organization. The Audit Committee of the Board has an additionaloversight in the risk management systems prevailing in the Company. There are no risks which in theopinion of the Board are of the nature that can threaten the existence of the Company. However, therisks inter-se those are generally dealt in regular course of business and have to be taken care of, arefluctuations in foreign exchange rates and prices of raw material as well as finished products. The RiskManagement Policy has been uploaded on the Company's website.
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policyfor selection and appointment of Directors, Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.
No material changes and commitments affecting the financial position of the Company occurred betweenthe end of the financial year 2024-2025 and the date of this Report. Further, there was no change in thenature of business of the Company.
There are no significant material orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.
During the financial year 2024-2025, apart from upgrading the existing software applications withenhanced/ added features to meet the current and emerging business needs, certain new applicationsystems were implemented. Regular Updation of Systems and procedures is undertaken from time totime to provide checks and alerts for avoiding frau d arising out of misrepresentation given by borrower/swhile availing loans.
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:
The Company's operations are not power intensive. Nevertheless, your Company is taking every steps toconserve and minimize the use of energy wherever possible such as using energy efficient computerterminals, purchasing energy efficient equipment etc.
The Company has no formal research and development department but the Company is continuouslymaking efforts to strengthen research and development activities to improve quality and reduce cost.
The Company has imported no technology. Indigenous technology available is continuously upgraded toimprove overall performance.
2024-2025
2023-2024
Foreign Exchange Outgo
__
Foreign Exchange Earnings
59.58
37.28
In accordance with the provisions of Section 134 (3)(a) of the Companies Act, 2013, the Annual Return, asrequired under Section 92 of the Act for the financial year 2024-25, is available on the Company's websiteat www.raceecochain.com
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 anintegral part of this Report. The Report on Corporate Governance by Auditor is forming part of AnnualReport as an Annexure-3
Pursuant to the Regulation 34 of the Securities Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulation, 2015, the Management Discussion and Analysis is a forming part of this AnnualReport above.
Your Company has not accepted any deposits from the public during the year under review.
The Board of Directors of the Company hereby confirms that the provisions of Section 135(1) of theCompanies Act, 2013 is not applicable to our Company.
The Company has not allotted a bonus issue of Shares during the year.
The Auditors' observations are self-explanatory and hence do not call for any further clarification undersection 134(5) of the Companies Act, 2013.
The Earnings per Share (EPS) is Rs. 2.23 as on March 31, 2025 as against Rs. 0.95 as on March 31, 2024.Regulatory Guidelines/Amendments
The Company has also been following directions, guidelines, circulars issued by RBI, SEBI, BSE, MCA, fromtime to time pertaining to listed companies.
The Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staffconduct when dealing with customers and on the organization's policies vis-a-vis client protection.
The Company has adequate system of internal control to safeguard and protect from loss, unauthorizeduse or disposition of its assets. All the transactions are properly authorized, recorded and reported to theManagement. The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The internal auditor of the company checks andverifies the internal control and monitors them in accordance with policy adopted by the company. Eventhrough this non-production period the Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.
In order to ensure that the activities of the Company and its employees are conducted in a fair andtransparent manner by adoption of highest standards of professionalism, honesty, integrity and ethicalbehavior the company has adopted a vigil mechanism policy. The Vigil Mechanism / Whistle Blower Policywill be posted on company website
The particulars of loans, guarantees and investments is given by the Company under Section 186 of theCompanies Act, 2013 and other detailed are mentioned in Notes to Accounts of the Financial Statements.
Your Corporation is committed to prevention of sexual harassment of women at workplace and takesprompt action in the event of reporting of such incidents. In this regard, internal complaints committeeshave been constituted to deal with sexual harassment complaints, if any and conduct enquires. Therewere no complaints received of sexual harassment during the financial year 2024-2025.
The Company has complied with provisions of the Maternity Benefit Act, 1961 read with Rules thereunderat all its locations.
Company has adopted Code of Conduct for its Board Members and Senior Management personnel. Thecode of conduct has also been posted on the official website of the Company. The declaration by theManaging Director of the Company regarding compliance with the Code of Conduct for Board Membersand Senior Management is annexed with the Corporate Governance Report.
Your Company has formulated and adopted a Code for Prevention of Insider Trading Practices in accordancewith 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 saidpersons 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 postedon the official website of the Company.
The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions ofSection 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. Salientfeatures of the Policy and other details have been disclosed in the Corporate Governance Report, attached tothis Report.
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 ManagerialPersonnel) Rules, 2014, as amended, is annexed as Annexure-4 which forms part of this Report.
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 tothe company at all times. The Directors further express their deep appreciation to all employees forcommendable teamwork, high degree of professionalism and enthusiastic effort displayed by them duringthe year.