jiya eco products ltd Directors report

Dear Members,

The Board of Directors are pleased to present the 12^th Annual Report of the Company for the Financial Year ended March 31, 2023

Pursuant to application filed on April 24, 2023 the Honble NCLT, Ahmedabad Bench had admitted the petition filed by financial creditor for initiation of CIRP Process and appointed Mr. Keyur Jagdishbhai Shah (Registration no. IBBI/IPA-002/IP-N00244/2017-18/10729) as Interim Resolution Professional ("IRP"). Thereafter, in the 2^nd Committee of Creditors ("CoC") meeting dated July 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

Since the company is admitted for CIRP as per Section 17 of the Insolvency & Bankruptcy Code from April 24, 2023 powers of Board of Directors are vested with the Resolution professional appointed via order pronounced by the Honble NCLT, Ahmedabad Bench.

1. The management of the affairs of the company shall vest in the Resolution Professional.

2. The powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

3. The officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

4. The financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional. The Resolution Professional have pleasure in presenting the Annual Report of the Company along with Audited Accounts for the financial year ended March 31, 2023

1. FINANCIAL RESULTS:

The Companys financial performance for the year ended on March 31, 2023 is as below:

(Amount in Thousands.)

Particulars	For the Year ended 31st March, 2023
	Standalone	Consolidated
Revenue from Operation	0.00	0.00
Other Income	45.00	45.00
Total Income	45.00	45.00
Total Expenses	21,867.21	21,867.21
Profit / (Loss) before Tax	(21,822.21)	(21,822.21)
Balance of Profit/ (Loss) for the Period	(21,822.21)	(21,822.21)

2. COMPANYS PERFORMANCE REVIEW:

The total revenue (net) of the Company for the year ended 31^st March, 2023, decreased and stood at INR 0 as against INR (1,24,229.02) in the previous year. During the year, the Company has incurred loss of INR 21,822,210 as against loss of 4,97,995.32 in the previous year. Hence, the turnover and income for the year under review was lower than that expected by the management.

3. CAPITAL STRUCTURE:

The Authorised Share Capital of the Company as on 31st March, 2023 was Rs. 32,00,00,000 (Rupees Thirty Two Crore) divided into 3,20,00,000 (Three Crore Twenty Lakhs) equity shares of Rs 10 each.

The paid up share capital of the Company as on 31st March, 2023, was Rs 30,07,32,620 (Rupees Thirty Crores Seven Lakhs Thirty Two Thousand Six Hundred And Twenty Only) divided into 3,00,73,262 (Three crore seventy three thousand two hundred and sixty two) equity shares of Rs. 10 each.

4. DIVIDEND:

In view of losses suffered during the year, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review ended 31^st March, 2023.

5. DEPOSIT:

The Company neither accepted nor invited any deposit from the public, within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder as amended from time to time.

6. CORPORATE INSOLVENCY RESOLUTION PROCESS:

On April 24, 2023 the Honble NCLT, Ahmedabad Bench had admitted the petition filed by financial creditor for initiation of CIRP Process and appointed Mr. Keyur Jagdishbhai Shah (Registration no. IBBI/IPA-002/IP-N00244/2017-18/10729) as Interim Resolution Professional ("IRP"). Thereafter, in the 2^nd Committee of Creditors ("CoC") meeting dated July 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

In the 2nd Committee of Creditors ("CoC") meeting dated July 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937) replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

7. CHANGES IN NATURE OF BUSINESS:

There is no change made in the nature of business of the company during the financial year.

8. SUBSIDIARY COMPANIES

The Company has 2 wholly owned subsidiaries as on 31st March, 2023, namely Jiya Eco India Limited (CIN: U40106GJ2016PLC093343) and Jiya Eco (Gandhidham) Private Limited (CIN: U01100GJ2018PTC100918), both incorporated under the Companies Act, 2013.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial statement of the subsidiary Companies in Form AOC-1 is attached to the financial statement of the Company as Annexure - A

9. CONSOLIDATED FINANCIAL STATEMENT

As per Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ("Listing Regulations) and applicable provisions of the Companies Act, 2013 read with Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2022-23 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of audited financial statements of the Company, its subsidiary Companies, as approved by the respective Board of Directors.

10. TRANFER TO RESERVE

Due to loss incurred during the year under review, the Company has transferred loss of Rs. 21,822,210 to the general reserve during the current financial year.

11. DIRECTORS RESPONSIBILITY STATEMENT

The financial statements of your Company for the financial year ended March 31, 2023 have been prepared by the RP while discharging his duties by complying with every applicable laws of the Company. With respect to the financial statements for the financial year ended March 31, 2023, the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:

The Resolution Professional has however not authenticated the correctness of the financial statements for the FY 2022-2023 in all respect including but not limited to the Company Act, 2013 and the Income Tax Act, 1961, especially when they belong to the period before appointment of the undersigned.

In certain instances, the amount of the claim admitted or to be admitted by the RP under CIRP process may differ from the amount reflecting in the books of accounts of your Company. The audited financial statements are drawn on the basis of figures appearing in the books of accounts of your Company as on March 31, 2023.

The RP has signed the financial statements solely for the purpose of compliance and discharging his duties during CIRP period of your Company and in accordance with the provisions of the IBC, read with the regulations and rules there under, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining of the present management and does not have knowledge of the past affairs, finances and operations of your Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

On April 24, 2023 the Honble NCLT, Ahmedabad Bench had admitted the petition filed by financial creditor for initiation of CIRP Process and appointed Mr. Keyur Jagdishbhai Shah (Registration no. IBBI/IPA-002/IP-N00244/2017-18/10729) as Interim Resolution Professional ("IRP"). Thereafter, in the 2^nd Committee of Creditors ("CoC") meeting dated July 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

In the 2nd Committee of Creditors ("CoC") meeting dated July 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

Accordingly, your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules thereunder.

The Board of Directors of your company as at 24^th April, 2023 (i.e. the date of suppression of the erstwhile board of directors) consisted of 5 directors.

NAME OF DIRECTORS	DESIGNATION	DIN/ PAN No.
Yogeshkumar chimanlal patel	Managing Director	05147701
Hetalben bhaveshbhai kakadiya	Director	07073147
Nimish hemantkumar jani	Director	07074047
Tushar hasmukhrai patel	Director	07180750
Bhavesh jivrajbhai kakadiya	Managing Director	05147695

*Note: All the above directors were superseded by the Hon ble NCLT, Ahmedabad Bench as explained earlier in the Report.

13. INTERNAL FINANCIAL CONTROL SYSTEM

The Board may have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company is undergoing Corporate Insolvency Resolution Process and the affairs of the Company are being managed by the Resolution Professional.

Due to inadequate data and information and consistent non-cooperation by the suspended management, the RP is unable to comment upon the internal controls and their adequacy.

14. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

The provisions as specified in Regulations 18, 19, 20 and 21 of SEBI (LODR) Regulations,

2015 shall not be applicable during the insolvency resolution process period in respect of a listed entity.

15. AUDITORS:

Pursuant to the provision of Section 139 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 the RP has appointed M/s Chan dabhoy & Jasoobhoy.Your text here 3 , Ahmedabad to undertake the Statutory Audit of JIYA ECO-PRODUCTS LIMITED the Company. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors Report for the financial year ended 31^st March, 2023 is annexed herewith for your kind perusal and information.

16. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the RP has appointed M/s. Pallavi Bhagat & Associates (C.P.No.26508 /Membership No. ACS 71097) to undertake the Secretarial Audit of the Company.

Secretarial Audit Report which is annexed to this report as Annexure B, which contains qualifications.

17. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The Resolution Professional while discharging his duties has prepared the financial statements of the Company. Detailed verification and authentication of the facts has provided in the Audit report is not been conducted by the RP and shall not be held liable for any irregularities, if any.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements attached to the Directors Report

19. TRANSACTIONS WITH RELATED PARTIES:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 are given in the notes to the Financial Statements attached to the Directors Report in Note No. 30.

20. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as per section 92 of the Companys Act, 2013 read with rule 12 of the companies (management and administration) rules, 2014 in form MGT-9 is annexed herewith to this report as "Annexure - C"

21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

22. COST RECORDS:

The suspended management of the Company had failed to cooperate with the Resolution Professional during the process of corporate insolvency resolution by not providing the adequate information and data related to the Company.

23. DISCLOSURES REQUIREMENTS:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The Resolution Professional while discharging his duties has prepared the financial statements of the Company. Detailed verification and authentication of the facts has provided in the Audit report is not been conducted by the RP and shall not be held liable for any irregularities, if any.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Conservation of energy: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

b. Technology absorption: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

c. Foreign exchange earnings and outgo: Not Applicable as the Company under the CIRP and there are not any business operations during the year

25. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not provided in view the company under CIRP.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

Insolvency Resolution Process was filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. The said application was admitted by Honble NCLT, Ahmedabad Bench vide its CP (IB) 35 of 2023 dated 24th April. 2022. Pursuant to Section 14 of the Insolvency and Bankruptcy Code, 2016, moratorium is being levied on the corporate debtor and further in accordance with Section 17 of the Code, the powers of board of directors were suspended and are vested with the Resolution Professional.

As on the date of this report, IP Prawin Charan Dwary has been appointed as the Resolution Professional of the Corporate Debtor and the affairs of the Company are being managed by the RP.

27. ACKNOWLEDGMENT:

The management express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, bankers, financial institutions, regulatory bodies, government Authorities, debenture trustee and other business constituents during the year under review. The management express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Y our Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

These documents signed by Resolution Professional on behalf of Company pursuant to the admission of application for CIRP against the company, the Honble NCLT, Ahmedabad bench vide its said order dated 24.02.2023 has appointed the Mr. Keyur Jagdishbhai Shah, as the Interim Resolution Professional ("IRP") of the Company, Further, this is to inform you that Mr. Prawincharan Prafulcharan Dwary, was appointed as the Resolution Professional by the NCLT order dated 17.07.2023for conducting the CIRP and to exercise all powers and duties in pursuant to the provisions of the IBC.

For M/s Jiya Eco-Products Limited (IN CIRP)

Sd/-

Prawincharan Prafulcharan Dwary Resolution Professional IBBI/IPA-002/IP-N00331/2017-2018/10937 AFA Certificate No.:AA2/10937/02/281123/202385 AFA Valid Upto: 29^th November 2024

Date: 01^st February, 2024 Place: Ahmedabad