Dear Members,
The Directors of your Company are pleased to present the 14th Board's Report
(post Corporate Insolvency Resolution Process (CIRP) of your Company from 11th
December, 2025 till 31st October,2025, along with Audited Standalone Financial
Statements for the Financial Year 2024-25.
COMMENCEMENT OF CIRP:
Jiya Eco-Products Limited (‘'the Company'') was incorporated, on 27.12.2011,
carrying on the business of farming, agriculture and horticulture and to grow, produce,
manufacture, process, prepare, refine, extract, manipulate, hydrolyze, buy, sell, market
or deal in all kinds of agricultural, horticultural, dairy, poultry and farm produces and
products including food grains, cereals, seeds, soyabeans, corn, corn oils, cash crops,
plants, flowers, vegetables, edible oils, meat fish, eggs, animal and human foods and food
products and also to produce and develop value added products like bio-coal from biomass
and waste of above products.
The Financial Creditor-Raj Radhe Finance Limited filed an application under Section 7
of the IBC, 2016. to initiate the Corporate Insolvency Resolution Process (CIRP) against
the Company. The National Company Law Tribunal (NCLT), Ahmedabad has admitted the Company
under CIRP on 24.04.2023. the Hon'ble NCLT, Ahmedabad Bench, passed the order for
initiation of CIRP under section 7 of the Insolvency and Bankruptcy Code, 2016 (As amended
and hereinafter referred to as "the Code") appointing Mr. Keyur J Shah as
Interim Resolution Professional, subsequently confirming Prawin Charan Dwary as the
Resolution Professional. ("RP") vide NCLT order dated 17.07.2023 under the
provisions of the Code. At 2nd meeting of CoC Mr. Prawincharan P. Dwary,
Resolution Professional was appointed and publication of Form G as well as eligibility
Criteria for Prospective Resolution Applicant "PRA") under regulation 36A for
inviting Expressions of Interest (EoI) was discussed. On 24.07.2023, the Resolution
Professional RP issued the Request for Resolution Plan (RFRP) for acquisition of the
Company. Mr. Pradeep Khandagale submitted his Resolution Plan on 12.09.2023. The RP
informed that Mr. Pradeep Khandagale, has been declared as the Successful Resolution
Applicant (SRA) with 100% vote of the members of the Committee of Creditors (CoC) at their
meeting held on 28.08.2024.
NCLT, Ahmedabad, vide Order dated 11.12.2024, approved Pradeep Khandagale's Resolution
Plan.
I. FINANCIAL RESULTS OF OUR OPERATIONS:
As mandated by the Ministry of Corporate Affairs, the Company had adopted the IND AS.
The Company's financial performance, for the year ended on 31st March, 2025 is
summarized below:
(Rs. In Lakhs)
PARTICULARS |
31st March, 2025 |
31st March, 2024 |
| Total Income |
2.66 |
0.00 |
| Total Expenditure |
106.71 |
114.82 |
| Profit/(loss) before Tax |
(104.05) |
(114.82) |
| Tax Expenses: Current Tax |
0.00 |
0.00 |
| Short / (Excess) tax for prior year/s |
0.00 |
0.00 |
| Deferred Tax |
0.00 |
0.00 |
| Net Profit/(Loss) After Tax |
(104.05) |
(114.82) |
II. CONSOLIDATED FINANCIAL RESULTS OF THE COMPANY:
The Consolidated Financial Statements of the Company and its Subsidiary and Associates
companies, prepared in accordance with the Companies Act, 2013 and applicable Accounting
Standards along with all relevant documents and the Auditors' Report form part of this
Annual Report. The Consolidated Financial Statements presented by the Company include the
financial results of its associates Companies:
(Rs. In Lakhs)
PARTICULARS |
31st March, 2025 |
31st March, 2024 |
| Total Income |
2.66 |
0.00 |
| Total Expenditure |
106.75 |
114.88 |
| Profit/(loss) before Tax |
(104.09) |
(114.88) |
| Tax Expenses: Current Tax |
0.00 |
0.00 |
| Short / (Excess) tax provision for prior |
0.00 |
0.00 |
| years |
|
|
| Deferred Tax-C.Y. |
0.00 |
0.00 |
Net Profit/(Loss) After Tax |
(104.09) |
(114.88) |
III. DIVIDEND:
In view of the absence of profit, no dividend is proposed.
IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as required
pursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith vide ANNEXURE
I and forms an integral part of this Annual Report.
V. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION
134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
1. ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Act, a copy of the annual return of
the Company as on 31st March, 2024 has been filled by Resolution Professional
through GNL Form.
2. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:
During the period under review, 7 (Seven) meetings of the Board of Directors were held
and the gap between the two meetings did not exceed 120 days. The dates on which the board
meeting were held as follows: 28th January, 2025, 17th April, 2025,
12th May, 2025, 26th May, 2025, 30th May, 2025, 21st
June, 2025, 14th August, 2025.
3. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the financial year
under review.
4. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your
Directors confirm that:
a. in the preparation of the annual accounts for the financial year ended 31st
March 2025, the applicable accounting standards have been followed and there were no
material departures;
b. the directors had selected accounting policies as mentioned in the Notes forming
part of the Financial Statements and applied them consistently. Further 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 Profit of the Company for
that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
d. the Annual accounts have been prepared on a going concern basis;
e. proper internal financial controls were in place and that the internal financial
controls were adequate and were operating effectively;
f. proper systems to ensure compliance with the provisions of all applicable laws and
that such and systems were adequate operating effectively.
5. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS/ KEY MANAGERIAL
PERSONNEL:
The Composition of the Board & Key managerial personnel were not in accordance with
the provisions of the Companies Act 2013 and rules made thereunder during FY 2024-25. The
following changes took place in the Board of Directors/ Key Managerial Personnel of your
Company after 1st April, 2025.
? Appointments (by the Monitoring committee in its meeting held on 24.12.2024):
- Mr. Pradeep Khandagale (DIN: 01124220)
- Mrs. Rajashri Khandagale (DIN: 02545231)
? Appointment (by the Borad of Directors in its meeting held on17.04.2025.):
- Mr. Nilesh Tiwari (DIN: 10488420)
? Appointment (by the Borad of Directors in its meeting held on 12.05.2025.):
- Mr. Mehul Ranade (DIN: 08949206)
- Mrs. Ranuka Borole (DIN: 10735899)
? Cessations (deemed resignation of the Director(s) of the Company) w.e.f 12.05.2025:
- Mr. Yogeshkumar Chimanlal Patel (DIN: 05147701)
- Ms. Hetalben Bhaveshbhai Kakadiya (DIN: 07073147)
- Mr. Nimish Hemantkumar Jani (DIN: 07074047)
- Mr. Tushar Hasmukhrai Patel (DIN: 07180750)
- Mr. Bhavesh Jivrajbhai Kakadiya (DIN: 05147695)
6. DETAILS OF DIRECTOR TO BE APPOINTED/RE-APPOINTED AT THE ENSUING ANNUAL
GENERAL MEETING:
1. Mrs. Rajashri Khandagale (DIN: 02545231), Non-executive Director, retires by
rotation at the ensuing Annual General Meeting and being eligible offers herself for
re-appointment.
2. Appointment of Mr. Pradeep Khandagale(DIN:) as a Whole Time Director designated as
an KMP for the period of Five years w.e.f.26th May, 2025, subject to the
approval of the shareholders.
3. Appointment of Mr. Nilesh Tiwari (DIN:10488420) as Director (Category: Non-Executive
and Independent) of the Company for the period of Five years with effect from 17th
April, 2025, subject to the approval of the shareholders who was appointed as Additional
Director by the Board.
4. Appointment of Mr. Mehul Ranade (DIN: 08949206) as Director (Category: Non-Executive
and Independent) of the Company for the period of Five years with effect from 12th
May, 2025, subject to the approval of the shareholders who was appointed as Additional
Director by the Board.
5. Appointment of Mrs. Renuka Borole (DIN:10735899) as Director (Category:
Non-Executive and Independent) of the Company for the period of Five years with effect
from 12th May, 2025, subject to the approval of the shareholders who was
appointed as Additional Director by the Board.
7. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE
INDEPENDENT DIRECTORS:
During the period under review, there were no Independent Directors were appointed on
the Board of the Company. The Compliance in respect of Composition of the Board has been
done after 1st April, 2025 as mentioned above.
However, the Company has received declaration from all the Independent Directors of the
Company confirming that they meet the criteria of the Independence as provided in Section
149(6) of the Companies Act, 2013 and rules made there under.
8. BOARD'S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF INDEPENDENT DIRECTORS:
In the opinion of the Board, the Independent Directors fulfil the conditions prescribed
under the Listing Regulations 2015 and are independent of the management of the Company.
Further, the Board also states that Independent Directors are the persons of integrity
and have adequate experience to serve as Independent Directors of the Company.
9. DISCLOSURES UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with
rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended is not applicable to the Company as there was no employee drawing
remuneration of Rs. One Crore and Two lakh per annum or Rs. Eight lakh and Fifty thousand
per month during the year ended 31st March, 2025.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not applicable for the financial year 2024-25.
10. PERFORMANCE EVALUATION:
During the year, the performance of the Board and individual Directors was not
evaluated considering the commencement of the CIRP against the company.
11. AUDITORS:-
a) Statutory Auditors
M/s CHANDABHOY & JASSOOBHOY Chartered Accountants, Gujrat (ICAI Firm Registration
Number- 101648W) were appointed as statutory auditors of the company for the financial
year 2024-25.
b) Secretarial Auditors
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to
annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in
practice, in Form
MR-3.
The Board of Directors appointed CS Satish Kolhe, Practicing Company Secretary,
Proprietor of S D Kolhe & Co. as the Secretarial Auditor to conduct Secretarial Audit
of the Company for Financial Year 2024-25 and their report is annexed to this Board report
as ANNEXURE II.
12. AUDITORS REPORT:
The Statutory Auditors' Report has made qualifications in the Statutory Auditors Report
as per
Companies (Auditors Report) Order 2020 which are mentioned in detail in point No. 14 of
the
Board's Report.
13. FRAUD REPORTING BY AUDITORS:
The Auditor of the company in the course of the performance of his duties as auditor
has not found any fraud committed by its officers or employees during the financial year
2024-25. However, no fraud reporting made by the Auditor to the Board of Directors of the
company under section 143(12) of the Companies Act, 2013.
14. EXPLANATION OR COMMENTS ON REMARKS MADE BY THE STATUTORY AUDITORS AND THE
SECRETARIAL AUDITORS IN THEIR REPORTS:
The qualifications, reservations or adverse remarks made by the Statutory Auditors in
the Statutory Audit Report (Standalone Financial Statements) for FY 2024-25 as per
Companies (Auditors Report) Order 2020 as follows:
Basis for Disclaimer of Opinion
As informed by the Director/Suspended Management/Resolution Professional and various
points pertaining to various elements of the financial statements as mentioned below may
require necessary adjustments / disclosures in financial statements including material
uncertainty regarding Company's ability to continue as a going concern and may have
material and pervasive impact on the financial position of the Company for the year ended
and as at 31 March, 2025. As per requirements of the 'Code' and 'CIRP Regulations'
Resolution Professional has invited expression of Interest (Eol) from prospective
Resolution Applicants (PRAs) to submit the Resolution Plan for the Company. The books of
account of the company have been prepared on going concern basis. Accordingly, pending
following adjustments and unavailability of sufficient and appropriate audit evidence, we
are unable to express our opinion on the attached financial statements of the Company.
1. As explained in Note 1 to the financial statements, the Company has been facing
liquidity issues and was unable to discharge its dues to its creditors. With effect from
19 May, 2021, the Company had to temporarily suspended its operations owing to critical
liquidity position. Before and after temporary suspension of operations, all the members
of the Board of Directors, Key Managerial Persons ("KMPs") including CEO, CFO,
company secretary and other employees of the Company resigned from their respective
positions which had severe impact on all functions of the Company. Based on the petitions
filed by financial creditors, the Hon'ble NCLT, Ahmedabad Bench, passed the order for
initiation of CIRP under section 7 of the Insolvency and Bankruptcy Code, 2016 (As amended
and hereinafter referred to as "the Code") appointing Mr. Keyur J Shah as
Interim Resolution Professional, subsequently confirming Prawin Charan Dwary as the
Resolution Professional. ("RP") vide NCLT order dated 17.07.2023 under the
provisions of the Code. Due to absence of CFO, Company Secretary and other officials who
were primarily responsible for the book keeping and closure process and financial
reporting, upon insistence of the RP, the suspended management made all practical and
reasonable efforts from time to time to gather details to prepare these financial
statements. These financial statements belong to the period comprising of pre CIRP period,
hence as informed to us these financial statements have been prepared with the same 'Basis
of Preparation' as adopted by the erstwhile board of directors under section 134(5) under
Companies Act, 2013 and related regulations, while highlighting/addressing any material
departures as per the current condition and events which occurred subsequent to the
Balance Sheet date. We have been informed that for the closing balances as on 31 March
2025 and period prior to initiation of CIRP, the RP has taken on record the
representations and statements made by remaining staff Head of department and accounts,
finance and tax team of the company. We have been given to understand that RP has signed
the attached financial statements for the limited purpose of compliance and discharging
his duty under the CIRP, as governed by the Code.
2. As informed by the Director/Suspended Management/Resolution Professional, certain
information including the minutes of meetings of the CoC and the outcome of certain
procedures carried out as a part of the CIRP are confidential in nature and same could not
be shared with anyone other than the Committee of Creditors and Hon'ble NCLT. Accordingly,
we are unable to comment on the possible financial impact, presentation / disclosures
etc., if any, that may arise if access to above mentioned documents would have been
provided to us.
3. Basis the information and explanations provided to us, as part of RP's
responsibility under the CIRP, the Director/Suspended Management/Resolution Professional
has sent recovery notices to certain parties having outstanding trade receivables/ loans
& advances, security deposits etc., however, RP could not receive adequate response.
As required by Standards on Auditing (SA's), we could not carry out/complete certain
mandatory audit procedures like attending physical verification of inventories, obtaining
direct confirmations from banks/ trade receivables / loans & advances/ trade and other
creditors, etc. due to various factors. Accordingly, we could not obtain sufficient and
appropriate audit evidence for adequacy and reasonableness of management estimates for
various provisions, fair valuation/ net realizable value of various assets etc. These
matters can have material and pervasive impact on the financial statements. Consequential
impact, if any, of matters described below, on the recognition of certain components in
financial statement including its presentation / disclosure is currently not
ascertainable. Certain such matters pertaining to major elements of financial statements
are mentioned below:
a) Tangible and intangible assets:
In light of the ongoing Corporate Insolvency Resolution Process (CIRP) initiated on
April 24, 2023, with a Resolution Professional (RP) appointed on July 17, 2023, the
company has refrained from conducting impairment testing on its assets until the
resolution process concludes. This decision is reflective of the uncertainties associated
with the CIRP, and the company will address impairment assessments at an appropriate
juncture post the resolution outcome. Basis the information and explanation provided to us
the Resolution Professional (RP) has assumed control of assets situated across multiple
locations in India to secure assets, limited to the Factory in Bhavnagar, an unoccupied
Shop in Surat, and an unoccupied Flat in Ahmedabad. b) Investments in subsidiaries:
External valuation for investments has not been conducted in the current year as the
business plan for subsidiary is in a flux given substantial dependency on the outcome of
the IBC proceeding of holding company. Due to temporary suspension of operations of Jiya
Eco Products Limited on 19 May 2021, there has been a reduction in revenue of Jiya Eco
India Limited. Based on the confirmation received from Jiya Eco Products Limited's
management, during the year, Jiya Eco India Limited's revenue were wholly depended on the
production of Jiya Eco products Limited and hence associated revenues were low and there
also lies a significant uncertainty in the future projections about revenue of Jiya Eco
India Limited. Hence, it was not feasible to determine impact of impairment if any for
Company's investment in Jiya Eco India Limited as included in note to financial
statements. c) Loans and advances: Basis the information and explanations provided to us;
the RP has sent recovery notices to certain parties especially w.r.t. security deposits.
In addition, prior to initiation of CIRP, certain parties have utilized these deposits
against their pending dues from the Company and have filed claims with RP under CIRP.
Pending outcome of the CIRP, we are unable to comment whether loans and advances have been
fairly stated in the financial statements. d)Other non-current assets: It includes capital
advances and deposits with Government authorities:
In case of capital advances especially given for purchase of machineries, balances are
either not confirmed or not reconciled. In addition, as informed to us, RP is in process
of taking necessary steps to safeguard the interest of the Company. Pending outcome of
CIRP, no adjustment is made to these balances.
Majority of the deposits with Government authorities are unutilised input credits lying
with them. e) Inventories: As informed to us, Director/Suspended Management was unable to
conduct physical verification of inventories as at balance sheet date. We were unable to
obtain sufficient and appropriate audit evidence by way of alternate additional procedures
as stated in SA 501, 'Audit Evidence - Specific consideration for Selected Items' and 'Key
audit considerations. The valuation of inventories has been certified by the management an
taken on records by the resolution professional. f) Trade receivable: Certain balances are
either not confirmed or not reconciled. Accordingly, we are unable to comment with respect
to adjustments, if any, required to be carried out. We are also unable to comment about
the realizability or otherwise of these trade receivables. g) Cash and bank balances:
As informed to us, due to restricted access, RP could not conduct physical verification
of cash at all locations amounting to Rs. 0.04 lakhs due to non production of evidence and
supporting by Suspended Management. Accordingly, we are unable to comment with respect to
existence or adjustments, if any, required to be carried out; ? Due to lack of receipt of
any direct confirmation we are unable to comment with respect to its existence or
adjustment. h) Other current assets: It mainly includes TDS claims receivables from NBFC
companies , balances with government authorities and other recoverable. Due to
unavailability of confirmations and pending outcome of the CIRP, we are unable comment on
the same. i) Borrowings: ? We did not receive direct confirmations loan accounts hence
Interest on term loans have been provided by the company through EMI statements originally
issued by the lenders at the time of sanctions. We do not have any information about the
penal interest charged by banks or any other late payments charges as the case may be due
to lack of GL accounts or balance confirmation from various lenders. We have relied on the
confirmations given by the RP that balances as stated in the financial records are
inclusive of interest or other penal interest and charges as the case may be. ? As per the
information and explanations provided to us, as part of CIRP, financial creditors have
filed their claims with RP, any settlement with creditors will be carried out as per the
provisions of IBC and as per the terms of approved resolution plan, pending outcome of the
CIRP the actual settlement amount could not be ascertained. j) Provisions: It includes
provisions for employee benefits ? As informed to us, updation of personnel records were
carried out based on the availability of the documentation etc. In addition, employee dues
including retirement/ termination benefits were calculated based on the available data.
However, we were unable to obtain sufficient and appropriate audit evidence with respect
to base data as provided to an actuary for the purpose of actuarial valuation. k) Trade
payable and other current /non-current liabilities: ? Certain parties have submitted their
claims under CIRP. Pending final outcome of the CIRP, no adjustments have been made in the
books for the differential amount, if any, in the claims admitted. Accordingly, we are
unable to comment on the financial impact of the same.
4. As mentioned in Notes to the financial statements, pursuant to commencement of CIRP
under the Code, there are various claims submitted by the financial creditors, operational
creditors, employees and other creditors to the RP. The obligations and liabilities
including interest on loans and the principal amount of loans shall be determined upon the
successful resolution of the company. Pending final outcome of the CIRP, no accounting
impact in the books of account has been recognized in respect of excess or short claims or
non-receipts of claims for above- mentioned creditors.
5. We could not obtain sufficient and appropriate audit evidence for revenue
settlements, direct and indirect expenses related to its operations, employee benefit
expenses, finance cost, selling & distribution expenses and other expenses pertaining
to pre CIRP period.
6. As stated in notes to the financial statements, various regulatory authorities and
lenders have initiated investigation which remains un-concluded at this stage. Since these
investigations are in progress, RP is unable to determine its impact, if any, on the
financial statements.
7. Related Party transactions:
Due to Non-availability of certified list of Related Parties from the Company and
confirmations from the said related parties for amount receivable/payable as at balance
sheet date and transactions during the year, we are unable to comment on the disclosures
made by the company in Note 30 of the financial statements. We have provided disclosures
based on previous financials years related parties.
8. We are unable to confirm or comment on the disclosures made by the company in Note
32 of the financial statements.
Material uncertainty related to Going Concern
We refer to Note 38 of the financial statements; the operations of the Company
currently stand suspended from 19 May, 2021 till date and the Company is undergoing the
CIRP. As per requirements of the 'Code' and 'CIRP Regulations' Resolution Professional has
invited expression of Interest (EOI) from prospective Resolution Applicants (PRAs) to
submit the Resolution Plan for the Company. The Resolution Professional has prepared these
financial statements using going concern basis of accounting based on their assessment of
the successful outcome of the ongoing CIRP and accordingly no adjustments have been made
to the carrying value of the assets and liabilities and their presentation and
classification in the Balance Sheet.
The suspended management has prepared these financial statements using going concern
basis of accounting based on their assessment of the successful outcome of the ongoing
CIRP and accordingly no adjustments have been made to the carrying value of the assets and
liabilities and their presentation and classification in the Balance Sheet.
Considering the above and matters described in Basis for Disclaimer of Opinion in our
report indicate the existence of material uncertainties. Accssordingly, we are unable to
comment as to whether the going concern basis for preparation of these financial
statements is appropriate.
The Secretarial Auditor has made qualifications in the Secretarial Audit Report which
are mentioned in details in ANNEXURE II to this report.
15. COMPOSITION OF THE AUDIT COMMITTEE:
During the period under review, there were no Audit Committee of Board of Directors
were constituted.
As per the provisions of Section 177 of the Companies Act, 2013 and to comply with
Regulation 18 of SEBI (LODR) Regulations, 2015, Board constitutes an Audit Committee after
1st April, 2025. The Composition of the Committee is as under:
Sr. no. Name of the Committee Members |
Designation in the committee |
| 1. Mr. Nilesh Mahesh Tiwari |
Chairman |
| 2. Mr. Mehul Hari Ranade |
Member |
| 3. Mrs. Renuka Saurabh Borole |
Member |
| 4. Mr. Pradeep Khandagale |
Member |
16. VIGIL MECHANISM:-
In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has
established a vigil mechanism that enable the directors and Employees to report genuine
concerns. The vigil mechanism provides for:
a. Adequate safeguard against victimization of person who use the mechanism; b. Direct
access to the chairman of Audit Committee of the Board of the Directors of the
Company in appropriate cases
17. STATE OF COMPANY'S AFFAIRS AND BUSINESS OVERVIEW:
Discussion on state of Company's affairs and business overview has been covered in the
Management Discussion and Analysis Report, forming part of this Annual Report.
18. CHANGES IN SHARE CAPITAL:
During the period under review, the Authorised Share capital of the company was Rs.
32,00,00,000 (Rupees Thirty-Two Crore Only) comprising of 3,20,00,000 (Three Crore Twenty
Lakh) equity shares of Rs 10/- each. There was no change in the authorised share capital
of the Company.
Accordingly, the issued, subscribed and paid-up share capital of the Company as on 31st
March, 2025 is Rs. 30,07,32,620/- (Rupees Thirty Crore Seven Lakh Thirty-Two Thousand Six
Hundred and Twenty Only) comprising of 3,00,73,262 (Three Crore Seventy-Three Thousand Tow
Hundred and Twenty Only) equity shares of Rs 10/- each.
The Company did not issue shares with differential voting rights nor sweat equity nor
granted employee stock option scheme during the financial year under review. During the
year under review, the company has not launched any scheme for the provision of money for
purchase of its own shares by employees or by trustees for the benefit of employees.
19. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the period under review, no company has become or ceased to be its subsidiaries,
joint ventures or associate companies.
20. PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the financial year, the Board reviewed the affairs of its subsidiaries,
associate companies and pursuant to provisions of Section 129(3) of the Companies Act
2013, details of subsidiaries, associate companies in prescribed Form AOC-1 is
enclosed as a part of this Board's Report in
ANNEXURE III
There are no Joint Ventures to the Company.
21. PARTICULARS OF CONTRACTS OR AGREEMENTS WITH RELATED PARTIES (SECTION 188):
During the year under review there were no Contracts or arrangement with Related
Parties which are required to be reported in Form No. AOC-2. However, details of
outstanding balances as on 31.03.2025 are specifically mentioned in Note of 30 to the
Audited Financial Statements as at 31.03.2025.
22. CASH FLOW:
A Cash Flow Statement for the year ended 31st March, 2025 is attached to the
Balance Sheet as a part of the Financial Statements.
23. COMPLIANCES WITH RESPECT TO APPLICABLE SECRETARIAL STANDARDS:
The Board has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
24. AMOUNT TRANSFERRED TO RESERVES:
During the financial year 2024-25, the company did not propose any amount to be
transferred to any reserves.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS (SECTION 186):
Details of Loans, Guarantees and Investments, as may be applicable, are given in the
notes to the Financial Statements. The Members are requested to refer to the same for
details in this regard.
26. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:
During the financial year 2024-25 the Company has not accepted unsecured loans from
directors of the Company.
27. DEPOSITS:-
The Company has not accepted any deposits within the meaning of section 73 of the
Companies Act, 2013 during the year ending on 31st March 2025.
28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND IF
ANY:
The company was not required to transfer the unclaimed dividend to Investor Education
and Protection Fund during the year under review.
29. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT: (PARA F OF SCHEDULE V OF THE
SEBI LISTING REGULATIONS, 2015)
The Company doesn't have shares in suspense account.
30. SIGNIFICANT OR MATERIAL ORDERS:-
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future:
A. Hon'ble National Company Law Tribunal, Ahmedabad bench ("Hon'ble NCLT"),
passed Order dated 24.04.2023 in Company Petition filed by Financial Creditor, Raj Radhe
Finance Limited, under section 7 of Insolvency & Bankruptcy Code, 2016 (I&B Code)
against the Company, Corporate Debtor/Respondent, for initiating Corporate Insolvency
Resolution Process ("CIRP") and appointed Mr. Keyur Jagdishbhai Shah, as Interim
Resolution Professional, to carry out the functions as mentioned under I&B Code. B.
Hon'ble National Company Law Tribunal, Ahmedabad bench ("Hon'ble NCLT"), passed
Order dated 17.07.2023 to approve appointment of Mr. Prawincharan Dwary, as the Resolution
Professional ("RP") of the Company by the Committee of Creditors at thir
meeting held on 03.07.2023. Section 17(1) (a) of the I&B Code, from the date of
appointment of the IRP, the management of affairs of the Corporate Debtor was vested in
the IRP/ RP and as per Section 17(1) (b), the powers of the board of directors stood
suspended and was exercised by the IRP/ RP.
C. The NCLT vide its order dated 11.12.2024 has approved the Resolution Plan submitted
by the Mr. Pradeep Khandagale under Section 31 of the IBC, which has been implemented in
phase wise manner. The powers of the Board of Directors of the Company and its Committees
remained suspended from the initiation of CIRP till Board of the Company has been
re-constituted i.e. 12.05.2025.
31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION FROM THE
END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT:
There have no material changes and commitments, affecting the financial position of the
company from the end of the year up to the date of this report. Further there has been no
change in the nature of business carried on by the Company.
32. RISK MANAGEMENT POLICY:
Risk management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events to maximize the realization of
opportunities. The company has initiated a process of preparing a comprehensive risk
assessment and minimization procedure. These procedures are meant to ensure that executive
management controls risk by way of a properly defined framework. The major risks are being
identified by the company and its mitigation process/measures being formulated in areas of
operations, recruitment, financial processes and reporting, human resources and statutory
compliance.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:-
The Company taken adequate measures for conservation of energy, technology absorption.
During the year under review, there were neither earnings nor outgo of any money in
Foreign exchange.
34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS:
The Board of Directors of the Reconstituted Board were not in office for the period to
which this report primarily pertains. During the CIRP Process (i.e. between 24.04.2023 to
11.12.2024), RP and prior to the Insolvency Commencement Date, the Resolution Professional
was entrusted with and responsibly for the management of the affairs of the Company.
Further, during the implementation period i.e. w.e.f. 11.12.2024 till the constitution of
Board, the affairs and control of the company was under the Management Committee,
constituted as per NCLT order.
As pointed out above, the Reconstituted Board of Directors have been in office only
since April, 2025. Consequently, the Reconstituted Board has only a limited overview of
the effectiveness of the internal financial and other controls of the Company for the
financial year 2024-25 and Directors, as on date, are not to be considered responsible to
discharge fiduciary duties with respect to the oversight on financial and operational
health of the Company and performance of the management for the period prior to the
Acquisition.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR):-
Since the Company has incurred losses, the Company was not required to spend any amount
on CSR during the financial year 2024-25.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT,2013: -
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy. The Policy is gender neutral.
During the year under review, no complaints received regarding harassment by the
company from its employees (permanent, contractual, temporary, trainees).
Particulars |
Nos. |
| Number of complaints of sexual harassment received in the year |
Nil |
| Number of complaints disposed off during the year |
Nil |
| Number of cases pending for more than ninety days |
Nil |
37. CORPORATE GOVERNANCE:-
Your Company is committed to achieve the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set by the Regulators/ applicable laws.
Our focus on corporate governance, where investor and public confidence in companies is no
longer based strictly on financial performance or products and services but on a company's
structure, its Board of Directors, its policies and guidelines, its culture and the
behavior of not only its officers and directors, but also all of its employees.
A separate section on Corporate Governance standards followed by the Company, as
stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 is enclosed as an Annexure to this report. The
report on Corporate Governance also contains certain disclosures required under the
Companies Act, 2013. Report on Corporate Governance is enclosed to this Report.
38. CAUTIONARY STATEMENT:
Statements in this Report, particularly those which relate to Management Discussion and
Analysis, describing the Company's objectives, projections, estimates and expectations
may constitute ‘forward looking statements' within the meaning of applicable laws and
regulations.
Actual results may differ materially from those either expressed or implied.
42. DETAILS OF APPLICATION MADE/ PROCEEDINGS PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016.
NCLT approved the resolution plan for Jiya Eco Products Limited on 11.12.2024.
Following the approval, a Monitoring Committee was constituted, the previous Board of
Directors resigned, and a new Board was appointed. The company is currently undergoing the
listing process and completing the necessary compliances to regularize its
operations."
43. DIFFERENCE IN VALUATION:
The company has not made any one-time settlement against the loans obtained from Banks
and Financial Institution and hence this clause is not applicable.
44. STATEMENT RELATING TO COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:
During the period under review, the Compliances Under the Maternity Benefit Act, 1961
Are not applicable to Company.
45. CEO AND CFO CERTIFICATION:
The certification of CEO and CFO to company's Board as required under Regulation
17(8) of SEBI (LODR) Regulations, 2015 is annexed to this Board's report as ANNEXURE IV.
46. ACKNOWLEDGEMENT:-
The directors wish to convey their gratitude and place on record their appreciation for
all the employees at all levels for their hard work, valuable contribution and dedication
during the year.
The Directors also wish express their deep sense of appreciation to Customers,
Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities
for their consistent support.
For and on behalf of the Board of Directors
Sd/- |
Sd/- |
Mr. Pradeep Khandagale |
Mrs. Rajashri Khandagale |
Whole Time Director |
Non-executive Director |
DIN: 01124220 |
DIN: 02545231 |
Place: Pune |
Date:21st November, 2025 |
|