Dear Members,
The Board of Directors are pleased to present the 12th
Annual Report of the Company for the Financial Year ended March 31, 2023
Pursuant to application filed on April 24, 2023 the Hon'ble 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 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.
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 Hon'ble
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 Company's 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. COMPANY'S PERFORMANCE REVIEW:
The total revenue (net) of the Company for the year ended 31st
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 31st
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 Hon'ble 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 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.
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 Hon'ble 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 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.
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 24th 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 Company's
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 31st
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 Company's
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
Hon'ble 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 Hon'ble
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: 29th November 2024
Date: 01st February, 2024 Place: Ahmedabad
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