To the Members of Jiya Eco-Products Limited
Report on the Audit of Standalone Ind AS Financial Statements Disclaimer of Opinion
We were engaged to audit the accompanying standalone Ind AS financial statements (" financial statements") of Jiya Eco-Products Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2025, and the Statement of Pro t and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accoun ng policies and other explanatory informa on. We do not express an opinion on the accompanying financial statements of the Company. Because of the significance of the ma er described in the Basis for Disclaimer of Opinion sec on of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for Disclaimer of Opinion
As informed by the Director/Suspended Management/Resolu on Professional and various points pertaining to various elements of the financial statements as men oned below may require necessary adjustments / disclosures in financial statements including material uncertainty regarding Companys ability to con nue as a going concern and may have material and pervasive impact on the financial posi on 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 prospec ve 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 a ached 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 opera ons owing to cri cal liquidity posi on. Before and a er temporary suspension of opera ons, 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 respec ve posi ons which had severe impact on all func ons of the Company. Based on the pe ons led by financial creditors, the Honble NCLT, Ahmedabad Bench, passed the order for ini a on of CIRP under sec on 7 of the Insolvency and Bankruptcy Code, 2016 (As amended and hereina er referred to as "the Code") appoin ng 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 o cials who were primarily responsible for the book keeping and closure process and financial repor ng, upon insistence of the RP, the suspended management made all prac cal and reasonable efforts from me to me 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 Prepara on as adopted by the erstwhile board of directors under sec on 134(5) under Companies Act, 2013 and related regula ons, while highligh ng/addressing any material departures as per the current condi on 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 ini a on of CIRP, the RP has taken on record the representa ons and statements made by remaining sta Head of department and accounts, nance and tax team of the company. We have been given to understand that RP has signed the a ached 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/Resolu on Professional, certain informa on including the minutes of meetings of the CoC and the outcome of certain procedures carried out as a part of the CIRP are con den al in nature and same could not be shared with anyone other than the Commi ee of Creditors and Honble NCLT. Accordingly, we are unable to comment on the possible financial impact, presenta on / disclosures etc., if any, that may arise if access to above men oned documents would have been provided to us. 3. Basis the informa on and explana ons provided to us, as part of RPs responsibility under the CIRP, the Director/Suspended Management/Resolu on Professional has sent recovery no ces to certain parties having outstanding trade receivables/ loans & advances, security deposits etc., however, RP could not receive adequate response. As required by Standards on Audi ng (SAs), we could not carry out/complete certain mandatory audit procedures like a ending physical veri ca on of inventories, obtaining direct con rma ons 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 es mates for various provisions, fair valua on/ net realizable value of various assets etc. These ma ers can have material and pervasive impact on the financial statements. Consequen al impact, if any, of ma ers described below, on the recogni on of certain components in financial statement including its presenta on / disclosure is currently not ascertainable. Certain such ma ers pertaining to major elements of financial statements are men oned below: a) Tangible and intangible assets:
In light of the ongoing Corporate Insolvency Resolution Process (CIRP) ini ated on April 24, 2023, with a Resolution Professional (RP) appointed on July 17, 2023, the company has refrained from conduc ng impairment tes ng on its assets un l the resolu on process concludes. This decision is re ec ve of the uncertain es associated with the CIRP, and the company will address impairment assessments at an appropriate juncture post the resolu on outcome.
Basis the informa on and explana on provided to us the Resolution Professional (RP) has assumed control of assets situated across mul ple loca ons 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 valua on for investments has not been conducted in the current year as the business plan for subsidiary is in a ux given substan al dependency on the outcome of the IBC proceeding of holding company. Due to temporary suspension of opera ons of Jiya Eco Products Limited on 19 May 2021, there has been a reduc on in revenue of Jiya Eco India Limited. Based on the con rma on received from Jiya Eco Products Limiteds management, during the year, Jiya Eco India Limiteds revenue were wholly depended on the produc on of Jiya Eco products Limited and hence associated revenues were low and there also lies a significant uncertainty in the future projec ons about revenue of Jiya Eco India Limited. Hence, it was not feasible to determine impact of impairment if any for Companys investment in Jiya Eco India Limited as included in note to financial statements. c) Loans and advances: Basis the informa on and explana ons provided to us; the RP has sent recovery no ces to certain parties especially w.r.t. security deposits. In addi on, prior to ini a on of CIRP, certain parties have u lized these deposits against their pending dues from the Company and have led 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 authori es: In case of capital advances especially given for purchase of machineries, balances are either not con rmed or not reconciled. In addi on, 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 authori es are unu lised input credits lying with them. e) Inventories: As informed to us, Director/Suspended Management was unable to conduct physical veri ca on of inventories as at balance sheet date. We were unable to obtain sufficient and appropriate audit evidence by way of alternate addi onal procedures as stated in SA 501, Audit Evidence - Speci c considera on for Selected Items and Key audit considera ons. The valua on of inventories has been cer ed by the management an taken on records by the resolu on professional. f) Trade receivable: Certain balances are either not con rmed 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 veri ca on of cash at all loca ons amoun ng to Rs. 0.04 lakhs due to non produc on of evidence and suppor ng 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 con rma on 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 authori es and other recoverable. Due to unavailability of con rma ons and pending outcome of the CIRP, we are unable comment on the same.
i) Borrowings:
We did not receive direct con rma ons loan accounts hence Interest on term loans have been provided by the company through EMI statements originally issued by the lenders at the me of sanc ons. We do not have any informa on 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 con rma on from various lenders. We have relied on the con rma ons 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 informa on and explana ons provided to us, as part of CIRP, financial creditors have led their claims with RP, any se lement with creditors will be carried out as per the provisions of IBC and as per the terms of approved resolu on plan, pending outcome of the CIRP the actual se lement amount could not be ascertained.
j) Provisions:
It includes provisions for employee benefits
As informed to us, upda on of personnel records were carried out based on the availability of the documenta on etc. In addi on, employee dues including re rement/ termina on 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 valua on. k) Trade payable and other current /non-current liabili es: Certain parties have submi ed their claims under CIRP. Pending nal outcome of the CIRP, no adjustments have been made in the books for the differen al amount, if any, in the claims admi ed. Accordingly, we are unable to comment on the financial impact of the same.
4. As men oned in Notes to the financial statements, pursuant to commencement of CIRP under the Code, there are various claims submi ed by the financial creditors, opera onal creditors, employees and other creditors to the RP. The obliga ons and liabili es including interest on loans and the principal amount of loans shall be determined upon the successful resolu on of the company. Pending nal outcome of the CIRP, no accoun ng impact in the books of account has been recognized in respect of excess or short claims or non-receipts of claims for above- men oned creditors.
5. We could not obtain sufficient and appropriate audit evidence for revenue se lements, direct and indirect expenses related to its opera ons, employee benefit expenses, nance cost, selling & distribu on expenses and other expenses pertaining to pre CIRP period.
6. As stated in notes to the financial statements, various regulatory authori es and lenders have ini ated inves ga on which remains un-concluded at this stage. Since these inves ga ons are in progress, RP is unable to determine its impact, if any, on the financial statements.
7. Related Party transac ons:
Due to Non-availability of cer ed list of Related Par es from the Company and con rma ons from the said related parties for amount receivable/payable as at balance sheet date and transac ons 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 nancials years related parties.
8. We are unable to con rm 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 opera ons of the Company currently stand suspended from 19 May, 2021 ll 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 prospec ve Resolution Applicants (PRAs) to submit the Resolution Plan for the Company. The Resolution Professional has prepared these financial statements using going concern basis of accoun ng 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 liabili es and their presenta on and classi ca on in the Balance Sheet. The suspended management has prepared these financial statements using going concern basis of accoun ng 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 liabili es and their presenta on and classi ca on in the Balance Sheet. Considering the above and ma ers described in Basis for Disclaimer of Opinion in our report indicate the existence of material uncertain es. Accordingly, we are unable to comment as to whether the going concern basis for prepara on of these financial statements is appropriate.
Responsibili es of Management and Those Charged with Governance for the Financial Statements
In accordance with the applicable provisions of the Code, CIRP of Jiya Eco Products Limited was ini ated by the financial creditor. The Honble NCLT, Ahmedabad Bench, passed the order dated 24 April 2023 appoin ng Mr. Keyur J Shah as Interim Resolution Professional, subsequently appointed Mr. Prawin Charan Dwary Resolution Professional ("RP") vide NCLT order dated 17.07.2023. Upon appointment of the RP under the Code, the powers of the Board of Directors of the Company remain suspended and vest with the RP.
The powers of Board of Directors of the Company stand suspended e ec ve from the CIR Process commencement date and such powers along with the management of a airs of the Company are vested with the Resolution professional (RP). The RP has merely taken on record the cer ca ons, representa ons and statements made by the erstwhile management for such period and is signing the Financial Statements solely for the purpose of discharging the powers of the Board of directors which have been conferred upon him by virtue of sec on 17 of the Code. Applica on was led by the Resolution Professional against the Suspended Board of Directors of the Company for seeking appropriate orders/direc ons before NCLT, Ahmedabad u/s 19 of the Insolvency and Bankruptcy Code, 2016.
The Suspended management is responsible for the ma ers stated in Sec on 134(5) of the Companies Act, 2013 ("the Act") with respect to the prepara on of financial statements that give a true and fair view of the state of a airs, loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accoun ng principles generally accepted in India, including the Indian Accoun ng Standards (Ind AS) specified under Sec on 133 of the Act.
This responsibility also Includes maintenance of adequate accoun ng records In accordance with the provisions of the Act for safeguarding the assets of the Company and for preven ng and detec ng frauds and other Irregulari es; selec on and applica on of appropriate accoun ng policies; making judgments and es mates that are reasonable and prudent; and design, implementa on and maintenance of adequate internal financial controls, that were opera ng e ec vely for ensuring the accuracy and completeness of the accoun ng records, relevant to the prepara on and presenta on of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statement, Suspended Management is responsible for assessing the Companys ability to con nue as going concern, disclosing, as applicable, ma ers related to going concern and using the going concern basis of accoun ng unless management either intends to liquidate the Company or to cease opera ons, or has no realis c alterna ve but to do so. Under sec on 20 of the code, it is incumbent upon Resolution Professional to manage the opera ons of the company as, going concern upon ini a on of CIRP and the financial statement which have been prepared on going concern basis have been taken on record by the Resolution Professional accordingly. The Management is also responsible for overseeing the Companys financial repor ng process.
Auditors Responsibility for the Audit of the Financial Statements
Our responsibility is to conduct an audit of the Companys financial statements in accordance with Standards on Audi ng and to issue an auditors report. However, because of the ma ers described in the Basis for Disclaimer of Opinion sec on of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements and we have fulfilled our other ethical responsibili es in accordance with these requirements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the CentraI
Government in terms of Sec on 143(11) of the Act, we give in "Annexure A" a statement on the ma ers specified in paragraphs 3 and 4 of the Order subject to the possible effect of the ma ers described in the Basis for Disclaimer of Opinion sec on above and the Basis of Disclaimer Opinion in our separate Report on the Internal Financial Controls over Financial Reporting. 2. As required by Sec on 143(3) of the Act, based on our audit, we report, to the extent applicable that: a) Except as described In the Basis for Disclaimer of Opinion sec on above, we have sought and obtained all the informa on and explana ons, which to the best of our knowledge and belief were necessary for the purposes of our audit. b) The Company has maintained books of account however due to condi ons and the possible effects of the ma er described in the Basis for Disclaimer of Opinion sec on above, we are unable to state whether proper books of account (i.e., correctness/completeness etc. of the books) as required by law have been kept by the Company. c) The Balance Sheet, the Statement of Pro t and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Shareholders Equity dealt with by this Report are in agreement with the relevant books of account. d) Due to the possible effects of the ma er described in the Basis for Disclaimer of Opinion sec on above, we are unable to state whether; the aforesaid financial statements comply with the Indian Accoun ng Standards prescribed under sec on 133 of the Act.
e) The ma ers described in Basis for Disclaimer of Opinion and in Material uncertainty related to going- concern sec on above may have adverse effect on the func oning of the company.
f) As at 31 March, 2025 there are no directors on the Companys Board. Accordingly repor ng on compliance of sec on 164(2) of the Act is not applicable.
g) The reserva ons/ remarks rela ng to maintenance of accounts and other ma ers connected therewith are stated in Basis for Disclaimer of Opinion and in Material uncertainty related to going-concern sec on above.
h) With respect to the adequacy of the internal financial controls over financial repor ng of the Company and the opera ng e ec veness of such controls, refer to our separate Report in "Annexure B". Our report expresses disclaimer opinion on the Companys internal financial controls over financial repor ng for the reasons stated therein.
i) With respect to the other ma ers to be included in the Auditors Report in accordance with the requirements of sec on 197(16) of the Act, as amended, during the earlier year, the Company has accrued amount of Rs. 110.76 Lakhs in the books of account however no payment of remunera on has been made to its directors. Considering unavailability of requisite documents, we are unable to comment on compliance of provisions of sec on 197 of the Act.
j) Other than the possible effects of the ma er described in the Basis for Disclaimer of Opinion paragraph above, with respect to the other ma ers to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our informa on and according to the explana on given to us: i. The Company has disclosed the impact of pending li ga ons on its financial posi on in notes to financial statements; ii. The Company does not have any long-term contracts including deriva ve contracts; iii. There were no amounts required to be transferred to the Investor Educa on and Protec on Fund by the Company. iv. (a) The suspended management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or en ty(ies), including foreign en es (Intermediaries), with the understanding, whether recorded in wri ng or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or en es iden ed in any manner whatsoever by or on behalf of the company (Ul mate Bene ciaries) or provide any guarantee, security or the like on behalf of the Ul mate Bene ciaries;
(b) The suspended management has represented, that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or en ty(ies), including foreign en es (Funding Par es), with the understanding, whether recorded in wri ng or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or en es iden ed in any manner whatsoever by or on behalf of the Funding Party (Ul mate Bene ciaries) or provide any guarantee, security or the like on behalf of the Ul mate Bene ciaries; and
(c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our no ce that has caused us to believe that the representa ons under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material mis-statement.
v. No dividend have been declared or paid during the year by the company.
vi. The Company has not used such accoun ng so ware for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has not been operated throughout the year for all transac ons recorded in the so ware. Since the accoun ng so ware with the audit trail has not been used, the ques on of it being tampered with and preserved by the company does not arise.
ANNEXURE: A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements sec on of our report of even date and to be read subject to the possible effects of the ma ers described in the Basis for Disclaimer of Opinion sec on above and the Basis of Disclaimer Opinion in our separate Report on the Internal Financial Controls Over Financial Reporting)
i) In respect of its xed assets: a) The Company is maintaining proper records showing full par culars, including quan ta ve details and situa on of xed assets. b) During the year, as informed to us, suspended management has carried out physical veri ca on of xed assets at certain loca ons. All loca ons could not be covered due to various reasons including restricted access etc. Considering unavailability of requisite documents, we are unable to report on Para 3(i)(b) of the Order i.e., frequency, discrepancies, if any, and its treatment in the books of account. c) According to the informa on and explana ons given to us and the records examined by us and based on the examina on of the registered sale deed, transfer deed/ conveyance deed provided to us, we report that, the tle deeds, comprising all the immovable proper es of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable proper es of land and buildings that have been taken on lease and disclosed as xed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is lessee in the agreement. d) The Company has not revalued its Property, Plant and Equipments or intangible assets during the year. e) To the best of our knowledge, no proceedings have been ini ated or are pending against the Company for holding any benami property under the Benami Transac ons (Prohibi on) Act, 1988 and rules made thereunder.
ii) During the year, as informed to us, suspended management has carried out physical veri ca on of inventories at certain loca ons. All loca ons could not be covered due to various reasons including restricted access etc. In respect of inventory lying with third parties, the Company has not received con rma ons from such parties. Considering unavailability of requisite documents, we are unable to report on Para 3(ii) of the Order i.e., frequency, discrepancies, if any, and its treatment in the books. In case of working capital limits sanc oned in excess of Rs. 5 crores, we do not have access to the quarterly returns or statements led by the Company, if any, with the banks or financial ins tu ons.
iii) According to informa on and explana ons given to us, the Company has not made investment, provided guarantee or security or granted any loans, secured or unsecured, to companies, rms, Limited Liability Partnerships or other parties covered in the register maintained under sec on 189 of the Act. Accordingly, paragraph 3 (iii) of the Order is not applicable to the Company.
iv) In our opinion and according to the informa on and explana ons given to us, the Company has complied with the provisions of Sec ons 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securi es, as applicable. Considering unavailability of requisite documents, we are unable to report on Para 3(iv) of the Order. v) The Company has not accepted deposits to which provisions of Sec ons 73 to 76 of the Act or any other relevant provisions of the Act and rules thereunder are applicable. Accordingly, repor ng on para 3(v) of the Order is not applicable. vi) According to the informa on and explana ons given to us, the Central Government has not prescribed the maintenance of cost records under sec on 148(1) of the Act, in respect of the services/ac vi es rendered by the Company. Accordingly, repor ng on para 3(vi) of the Order is not applicable. vii) According to the informa on and explana ons given to us in respect of statutory dues: a) the Company has defaulted in deposi ng undisputed statutory dues including Goods and service tax, provident fund, employees state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues, where applicable, to the appropriate authori es. Statutory dues outstanding as at 31st March 2025 for a period of more than six months from the date they became payable are as follows:
Nature of the statute |
Nature of dues | Period to the Relates which Amount | Amount Rs. |
The Income Tax Act, 1961 |
Income Tax | 2017-18 | 3,05,78,458 |
| Income Tax | 2018-19 | 8,08,92,682 | |
| Income Tax | 2019-20 | 38,36,939 | |
| Income Tax | 2020-21 | 15,91,692 | |
| Tax deducted at source | 2017-18 | 13,18,624 | |
| Tax deducted at source | 2018-19 | 25,04,901 | |
| Tax deducted at source | 2019-20 | 23,52,191 | |
| Tax deducted at source | 2020-21 | 2,39,146 |
Apart from the table above, there may be certain statutory payments with respect to the pre CIRP period which are not accounted; accordingly, we are unable to comment on the same. b) According to the informa on and explana ons given to us, statutory dues to the extent not been deposited with the appropriate authori es on account of any dispute are as under:
Nature of the statute |
Nature of dues | Forum where Dispute is Pending | Period to which the Amount Relates | Amount Rs. |
The Income Tax Act, 1961 |
Income Tax | Appellate Tribunal |
2014-15 | 67,58,208 |
| Income Tax | 2015-16 | 18,45,761 | ||
| Appellate Authority up to Commissioners Level | ||||
| Income Tax | Commissioner of Income Tax CPC Bangalore | 2016-17 | 77,45,280 | |
| Income Tax | Commissioner of Income Tax CPC Bangalore | 2017-18 | 45,49,262 | |
| Income Tax | Commissioner of Income Tax CPC Bangalore | 2018-19 | 2,90,28,228 |
viii) According to the informa on and explana on given by the suspended management, no transac ons not recorded in the books of account have been surrendered or disclosed as income during the year in tax assessments under the Income tax Act, 1961. ix) The Company has defaulted in repayment of loans or borrowings or in interest to various lenders. The details of the same are disclosed in Note 32 to the notes forming part of account. The Company has been declared wilful defaulter by lenders. We are unable to form an opinion whether the term loans were applied for the purpose for which they were obtained. We are unable to form an opinion whether the funds raised on short term basis have been u lized for long term purpose. We are unable to form an opinion whether the Company has taken funds from any en ty or person on account of or to meet the obliga ons of its subsidiaries, associates or joint ventures companies. According to the informa on and explana ons given to us, the Company has not raised any loans during the year on the pledge of securi es held in its subsidiaries, associates or joint ventures companies. x) The Company has not raised money by way of term loan, ini al public offer or further public offer (including debt instruments) during the year. The Company has not made any preferen al allotment or private placement of shares or conver ble debentures during the year. xi) To the best of our knowledge and according to the informa on and explana ons given to us:
a. No fraud by the Company or any fraud on the Company has been no ced or reported during the year. b. No report under sub-sec on (12) of sec on 143 of the Companies Act has been led by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government; c. No whistle-blower complaints had been received by the Company during the year.
xii) The Company is not a Nidhi Company. Accordingly, repor ng on para 3(xii) of the Order is not applicable. xiii) Due to possible effects of the ma er described in Basis for Disclaimer of Opinion sec on and due to non-availability of requisite documents we are unable to comment on the compliance with Sec on 177 and 188 of the Companies Act, 2O13 and disclosure of related party transac ons in the financial statements. xiv) The Company does not have an internal audit system commensurate with its size and nature of its business. xv) Due to possible effects of the ma er described in Basis for Disclaimer of Opinion sec on and due to non-availability of requisite documents we are unable to comment whether the Company has entered into any non-cash transac ons with its directors or persons connected with them. xvi) The Company is not required to be registered under sec on 45-IA of the Reserve Bank of India Act, 1934. The Company has not conducted any Non-Banking Financial or Housing nance ac vity without a valid Cer cate of Registra on (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934. As informed to us, the Company is not a Core Investment Company (CIC) as defined in the regula ons made by the Reserve Bank of India. As informed to us, the Group does not have more than one CIC as part of the Group. xvii) The Company has incurred cash loss of Rs. 32.76 lakhs In the financial year and a cash loss of Rs. 30.55 lakhs in the immediately preceding financial year. xviii) There has been no resigna on of statutory auditors during the year. xix) On the informa on obtained from the management and audit procedures performed and on the basis of the financial ra os, ageing and expected dates of realisa on of financial assets and payment of financial liabili es, other informa on accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that material uncertainty exists as on the date of the audit report that the Company is capable of meeting its liabili es exis ng at the balance sheet date as and when they fall due within a period of one year from the balance sheet date.
xx) As informed to us, the provisions of sec on 135 are not applicable to the Company. xxi) All the quali ca ons or adverse remarks by the respec ve auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements have been considered in this report.
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2(h) under Report on Other Legal and Regulatory Requirements of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (ii of Sub-sec on 3 of Sec on 143 of the Companies Act, 2013 ("the Act")
Disclaimer of Opinion
We were engaged to audit the internal financial controls over financial repor ng of Jiya Eco Products Limited ("the Company") as of 31 March 2025 in conjunc on with our audit of the financial statements of the Company for the year ended on that date. We do not express an opinion on the internal financial controls over financial repor ng of the Company. Because of the significance of the ma er described in the Basis for Disclaimer of Opinion sec on of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls over financial repor ng of the Company.
Basis for Disclaimer Opinion
The system of internal financial controls over financial repor ng with regard to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial repor ng and whether such internal financial controls were opera ng e ec vely as at 31 March 2025 due to reasons as stated in notes to the financial statements. We have been informed that all transac ons post CIRP period have been duly approved. We have veri ed its suppor ngs, approvals on test basis. Since we have not been provided with risk control matrix, process notes etc. we are unable to comment on it. We have considered the disclaimer reported above in determining the nature, ming, and extent of audit tests applied in our audit of the financial statements of the Company, and the disclaimer has affected our opinion on the financial statements of the Company and we have issued a disclaimer of opinion on the financial statements (refer basis for disclaimer of opinion paragraph in our audit report of even date).
Managements Responsibility for Internal Financial Controls
The Companys erstwhile management is responsible for establishing and maintaining internal financial controls based on the internal control over financial repor ng criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Ins tute of Chartered Accountants of India. These responsibili es include the design, implementa on and maintenance of adequate internal financial controls that were opera ng e ec ve for ensuring the orderly and efficient conduct of its business, including adherence to respec ve companys policies, the safeguarding of its assets, the preven on and detec on of frauds and errors, the accuracy and completeness of the accoun ng records, and the mely prepara on of reliable financial informa on, as required under the Companies Act, 2013. The said responsibili es have been conferred upon to Resolution Professional upon commencement of CIRP . Its noteworthy that throughout the CIRP dura on, there were no opera onal activities conducted.
Auditors Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial repor ng of the Company based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Audi ng, to the extent applicable to an audit of internal financial controls, both issued by the Ins tute of Chartered Accountants of India. Because of the ma ers described in the Basis for Disclaimer of Opinion sec on of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the Companys internal financial controls system over financial repor ng.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial repor ng is a process designed to provide reasonable assurance regarding the reliability of financial repor ng and the prepara on of financial statements for external purposes in accordance with generally accepted accoun ng principles. A companys internal financial control over financial repor ng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac ons and disposi ons of the assets of the company; (2) provide reasonable assurance that transac ons are recorded as necessary to permit prepara on of financial statements in accordance with generally accepted accoun ng principles, and that receipts and expenditures of the company are being made only in accordance with authoriza ons of erstwhile management and erstwhile directors of the company; and (3) provide reasonable assurance regarding preven on or mely detec on of unauthorized acquisi on, use, or disposi on of the companys assets that could have a material effect on the financial statements.
Inherent Limita ons of Internal Financial Controls Over Financial Reporting
Because of the Inherent limita ons of internal financial controls over financial repor ng, Including the possibility of collusion or improper management override of controls, material misstatements doe to error or fraud may occur and not be detected. Also, projec ons of any evalua on of the internal financial controls over financial repor ng to future periods are subject to the risk that the internal financial control over financial repor ng may become Inadequate because of changes in condi ons, or that the degree of compliance with the policies or procedures may deteriorate.
For Chandabhoy & Jassoobhoy |
Chartered Accountants |
ICAI Firm Registration Number: 101648W |
Sd/- |
Nimai Gautam Shah |
Partner |
Membership Number: 100932 |
Place of Signature: Ahmedabad |
Date: 30th April, 2025 |
UDIN: 25100932BMHUIQ6825 |
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