Directors Report of Jiya Eco Products Ltd.

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the 07^th Annual report of the Company for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS

The Company’s financial performance for the year ended on March 31, 2018 is as below: (Rs in Lakhs.)

	Standalone		Consolidated
Particulars	31.03.2018	31.03.2017	31.03.2018
Total Income from Operations (incl. other income)	9181.68	5202.29	9343.14
Less: Operating and Admin. Expenses	(7571.05)	(4372.74)	(7724.25)
Profit before depreciation and T axes	1610.63	829.55	1618.89
Less: Depreciation	(268.553)	(184.35)	(187.75)
Add: Extraordinary/Exceptional Items	-	-	-
Profit before interest and tax(PBIT)	1342.08	645.20	1431.14
Less: Interest	(187.58)	(231.84)	(268.83)
Profit before Tax (PBT)	1154.50	413.36	1162.31
Less: Taxes (including deferred tax and fringe benefit tax)	310.27	(1.44)	308.25
Profit after Tax (PAT)	844.23	414.80	854.07
Balance brought forward from previous period	-	-	-
Other Comprehensive Income for the period	12.24	2.68	12.23
Total Comprehensive Income	856.47	417.48	866.3

COMPANY’S PERFORMANCE REVIEW

During the financial year 2017-18, revenue from operations on standalone basis increased to Rs. 9096.58 as against Rs. 5195.77 lakhs in the previous year - a growth of 75.07%.

The profit after tax for the financial year 2017-18 is Rs. 844.23 lakhs against Rs 414.80 lakhs in the previous year - a growth of 103.53%.

On consolidated basis, the group achieved revenue from operations in the financial year 2017-18 is Rs. 9257.98 lakhs.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on March 31, 2018 was Rs 25,00,00,000 (Rupees twenty five crore) divided into 2,50,00,000 (Two crore fifty lakhs) equity shares of Rs 10 each.

The paid up share capital of the Company as on March 31, 2018,was Rs 10,71,63,770 (Rupees ten crore seventy one lakhs sixty three thousand seven hundred and seventy only) divided into 10716377 (One crore seven lakhs sixteen thousand three hundred and seventy seven) equity shares of Rs 10 each.

DIVIDEND

No dividend is being recommended by the Directors for the year ending on 31^st March, 2018. As the Board of Directors wants to plough back the profit in the business.

DEPOSIT

During the year under review your company has not accepted any deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013.

CHANGES IN NATURE OF BUSINESS

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

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review, Jiya Eco India Limited (CIN: U40106GJ2016PLC093343) and Jiya Eco (Gandhidham) Private Limited (CIN: U01100GJ2018PTC100918), both the Companies incorporated under the Companies Act, 2013 have become wholly owned subsidiaries of Jiya Eco Products Limited.

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 2017-18 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.

The Consolidated Financial Statements together with the Auditor’s Report form part of this Annual Report.

SUBSIDIARIES

Financial Performance:

A separate statement containing the salient features of financial statements of all subsidiaries of the Company is annexed herewith in Form AOC-1. The said form also highlights the financial performance of each of the subsidiaries.

In accordance with section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available for inspection by the members at the Registered office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (‘AGM’).

The financial statements including the Consolidated Financial Statements, and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www. j iyaeco. com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mrs. Hetal Kakadiya (Woman Non Executive Director) (DIN: 07073147), is liable to retire by rotation at the ensuing AGM and being eligible has offered herself for re-appointment.

Resignation of Directors

During the Financial year 2017-18, two directors namely Mr. Harshad Monpara (Non Executive Director)(DIN: 05147699) and Mr. Nitin Kapadia (Independent Director)(DIN: 06553638) have resigned resigned from the Directorship with effect from September 15, 2017.

Declaration of Independence from Independent Directors:

The Company has received declaration from all the Independent Directors confirming that they meet all the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Number of meetings of the Board:

11 (eleven) meetings of the Board of Directors were held during the financial year. The details of the meetings of the Board of Directors of the Company convened during the financial year 2017-18 are given in the Corporate Governance Report which forms part of this Annual report.

Remuneration of Directors, Key Managerial Personnel and particulars of employees:

The remuneration paid to the Directors in accordance with the Nomination and Remuneration policy formulated in accordance with section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The information required under section 197 of the Companies Act, 2013 read with (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/ employees of the Company is set out in the “ Annexure A” to this report.

Nomination and Remuneration Policy:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with rules issued thereunder and the Listing Regulations.

The said policy of the Company, inter alia, provides that Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the senior management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Performance Evaluation

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The Nomination and Remuneration committee evaluated the performance of the Director(s)/ Board/ Committees of the Board for the financial year 2017-18.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Director’s of the Company confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 have been laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

MATERIAL CHANGES WHICH HAVE OCCURRED IN THE FINANCIAL YEAR 2017-18 AND BETWEEN THE END OF THE FINANCIAL YEAR 2017-18 AND THE DATE OF THE REPORT

- In Financial year 2017-18, Company had issued and allotted 49,74,585 convertible warrants on preferential basis to the non promoter group.

- On February 08, 2018, Company got migrated from BSE SME Platform to BSE main board platform.

- During the financial year 2017-18, Jiya Eco India Limited and Jiya Eco (Gandhidham) Private Limited have became wholly owned subsidiaries of Jiya Eco Products Limited.

- The profit of the Company for the financial year 2017-18, is more than rupees five crore which requires to constitute a committee of Corporate Social Responsibility in reference to the Section 135 of the Companies Act, 2013.

AUDIT COMMITTEE

The Composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. Jiten Shah- Chairman, Mr. Bhavesh J Kakadiya- Member, Mr. Tushar Patel-Member and Mr. Harshil Shah acts as Secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report and is annexed herewith as “Annexure B”.

EXTRACT OF ANNUAL RETURN

The extract on Annual Return of the Company as on March 31, 2018 in Form MGT-9 in accordance with section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are annexed herewith in “Annexure C” to this report.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company with Related Parties were in ordinary course of business and at arm’s length basis.

All transactions with related parties were reviewed and approved by the Audit committee and are in accordance with the policy on related Party Transactions formulated by the Company.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in the notes of Standalone Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the “Annexure D” to this report.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditor:

M/s PARY & Co., Chartered Accountants (FRN: 007288C), Ahmedabad, due to pre-occupation, has resigned as Statutory Auditor of the Company with effect from October 16, 2017.

M/s Philip Fernandes & Co, Chartered Accountants (FRN:128122W), was appointed on October 17, 2017, as Statutory Auditor of the Company and such appointment made to fill the casual vacancy was further ratified by the Shareholders resolution through Postal Ballot passed on December 28, 2017, to hold office up to the conclusion of the ensuing 07^th Annual General Meeting.

M/s Philip Fernandes & Co, Chartered Accountants (FRN:128122W), is proposed to be appointed as Statutory Auditors of the Company in the ensuing 07^th AGM who, if appointed, shall hold the office till the conclusion of 12^th AGM.

M/s Philip Fernandes & Co., have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditor’s Report for the financial year ended March 31, 2018 on the financial statements of the Company is a part of this Annual Report. The Auditor’s Report for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Board of Directors of the Company has appointed Mr. Nirav S. Soni, Practising Company Secretary (Certificate of Practice No. 14695), as the Secretarial Auditor to conduct an audit of the Secretarial records of the financial year 2017-18.

The Company has received consent from Mr. Nirav S. Soni, to act as auditor for conducting audit of the Secretarial records for the financial year ending March 31, 2018.

The Secretarial Audit report for the financial year ended March 31, 2018 is annexed herewith as “Annexure E” to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is Annexed herewith as “Annexure - F”.

CORPORATE GOVERNANCE REPORT

In Compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a Certificate from Auditors on its compliance forms an integral part of this Annual Report.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees, and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2018, are set out in notes forming part of Financial Statements of the Company.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

The Company, through its risk management process, aims to contains the risks within its appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

The Whistleblower Policy has been approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. Chairman of the Audit Committee is responsible for issue pertaining to same.

SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

INDIAN ACCOUNTING STANDARDS

Your company has adopted Indian Accounting Standards (‘Ind AS’) with effect from April 01, 2017. Financial Statements for the year ended March 31, 2018 have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016 read with Section 133 and other applicable provisions of the Companies Act, 2013. Previous periods figures have been re-stated to confirm to Ind AS, for comparative information.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, co-operation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as bankers, business associates, regulatory and government authorities for their continued support.

On behalf of Board of Directors

Bhavesh J. Kakadiya

Managing Director (DIN: 05147695)

Ahmedabad, August 09, 2018

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Mar 31, 2017

BOARD OF DIRECTOR''S REPORT

To

The Members

JIYA ECO-RPODUCTS LIMITED

The Directors take pleasure in presenting the 06^th Annual report together with the Audited financial accounts for the Year ended 31^stMarch, 2017.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows: (Rs in Lakhs.)

Sr. No.	Particulars	31.03.2017	31.03.2016
1	Net Total Income	5202.28	3388.38
2	Less: Operating and Admin. Expenses	(4334.59)	(2797.13)
3	Profit before depreciation and Taxes	867.69	591.25
4	Less: Depreciation	(228.15)	(174.35)
5	Add: Extraordinary/Exceptional Items	-	-
6	Profit before interest and tax(PBIT)	639.54	416.90
7	Less: Interest	(185.62)	(121.85)
6	Profit before Tax (PBT)	453.92	295.05
7	Less: Taxes (including deferred tax and fringe benefit tax)	(1.44)	(19.21)
8	Profit after Tax (PAT)	455.36	275.84
9	Balance brought forward from previous period	-	-
10	Less: Adjustment of opening liability in respect of employees benefits in accordance with AS-15	-	-
11	Net profit carried to Balance Sheet	455.36	275.84

FINANCIAL HIGHLIGHTS

Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 51.96 Crore in the year 2016-17 (increase by 53.77%) as compared to Rs. 33.79 Crore in the previous year. PAT has increased by 65.085% from Rs 275.84 Lakh in 2015-16 to Rs 455.37 Lakh in 2016-17.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2017 was Rs 12,00,00,000 (Rupees twelve crore) divided into 1,20,00,000 (One crore twenty lakhs) equity shares of Rs 10 each.

During the financial year 2017-18, an Extra ordinary general meeting was held on May 25, 2017 and the Authorized Share Capital was increased to Rs 15,00,00,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity shares of Rs 10 each.

During the Financial year, the paid up share capital of the Company has increased from 8,93,03,140 (Rupees Eight Crore Ninety Three Lakh Three Thousand One Hundred Forty) divided into 89,30,314 (Eighty Nine Lakh Thirty Thousand Three Hundred and Fourteen) equity shares of Rs. 10 each to Rs 10,71,63,770 (Rupees Ten Crore Seventy-One Lakh Sixty Three Thousand Seven Hundred and

Seventy) divided into 1,07,16,377 (One Crore Seven Lakh Sixteen Thousand Three Hundred and Seventy seven) equity shares of Rs 10 each.

The increase in shares was due to Bonus Shares issued by the Company in the ratio of 1:5 (i.e. One bonus share for every five shares held as on the record date)

BONUS

In the financial year 2016-17, the Company had allotted 17,86,063 fully paid-up Equity shares of face value Rs 10 each to the shareholders of the Company in proportion of 1:5 (i.e. one bonus share for every five shares held as on the record date) and consequently the number of equity shares increased from 89,30,314 to 1,07,16,377.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31^st March, 2017. As the Board of Directors wants to plough back the profit in the business.

DEPOSIT

During the year under review your company has not accepted any deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013.

CHANGES IN NATURE OF BUSINESS

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

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or associate Companies.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

RELATED PARTY TRANSACTIONS

All transactions that were entered into with the related party/parties during the financial year 201617 were on an arm''s length basis and were in the ordinary course of business.

As per Section 134 (3) (h) of the Companies Act, 2013 (“Act”) and Rules made thereunder, disclosure of particulars of transactions entered by the Company with related parties are annexed herewith in Form AOC 2 as "Annexure - A"

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2016-17.

TRANSFER TO RESERVES

The Company has transferred current year''s profit of Rs. 455.37 (Rs in Lakh) to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

DIRECTORS - Retire by Rotation- Mr. Harshad Monpara

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Harshad Monpara, Non Executive Director (DIN: 05147699) of the company is liable to retire by rotation in the fourth coming Annual General Meeting and being eligible, he offer himself for re-appointment.

- Appointment as Managing Director

During the financial year 2016-17, Mr. Yogesh Patel (DIN: 05147701) was appointed as Managing Director in the Board Meeting held on June 16, 2016 and the said appointment was approved by the shareholders in its Annual General Meeting held on July 16, 2016.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee and Shareholder''s Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Declaration given by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed in the "Annexure B".

MEETING OF BOARD OF DIRECTORS A) Number of Board Meetings in the year

During the year 12 meetings of the Board of Director''s were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.	Date on which board Meetings were held
1.	21st April 2016
2.	18th May 2016
3.	16th June 2016

4.	16th July 2016
5.	29th July 2016
6.	16th August 2016
7.	29th Sept. 2016
8.	14th Nov. 2016
9.	30th Jan. 2017
10.	02nd March 2017
11.	16th March 2017
12.	24th March 2017

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr. No.	Name of Director	Category of Director	No. of Board Meetings Attended	Attendance at the last AGM	No. of Committee/ membership in which he/she is a Member or Chairperson
1	Mr. Bhavesh J. kakadiya (DIN: 05147695)	Managing Director -Chairman	12	YES	Member in one Committee
2	Mr. Yogesh Patel (DIN: 05147701)	Managing Director	12	YES	None
3	Mr. Harshad Monpara (DIN : 05147699)	Non-Executive Director	11	YES	None
4	Mrs. Hetal Kakadiya (DIN: 0773147)	Woman Non- Executive Director	11	YES	Member in two Committees
5	Mr. Nitin Kapadia (DIN: 06553638)	Independent Director	11	YES	Member in one Committee and Chairman in one Committee
6	Mr. Tushar Patel (DIN: 07180750)	Independent Director	11	YES	Member in one Committee
7	Mr. Jiten Shah (DIN: 07068199)	Independent Director	11	YES	Chairman in one Committee
8	Mr. Nimish Jani (DIN: 07074047)	Independent Director	11	YES	Member in one Committee and Chairman in one Committee

COMMITTEES

There are three Committees constituted as per Companies Act, 2013. They are:

1) Audit Committee

2) Nomination & Remuneration Committee

3) Shareholders & Investor''s Grievance Committee

1) Audit Committee

During the year, 6 Audit Committee meetings were held, on the following dates 01-04-2016, 2104-2016, 18-05-2016, 16-08-2016, 14-11-2016 and 02-03-2017.

Sr. No.	Name	Designation	Position in committee	No. of Meetings Attended
1	Mr. Jitenkumar Y. Shah	Non-executive Independent Director	Chairman	6
2	Mr. Bhavesh J. Kakadiya	Managing Director	Member	6
3	Mr. Tushar H. Patel	Non-executive Independent Director	Member	6

2) Nomination and Remuneration Committee

During the year 2 Nomination & Remuneration Committee meetings were held on 21-04-2016 and on 14-11-2016.

Sr. No.	Name	Designation	Position in Committee	No. of Meetings Attended
1	Mr. Nimish H. Jani	Non-Executive Independent Director	Chairman	2
2	Mrs. Hetal B. Kakadiya	Non-Executive Independent Director	Member	2
3	Mr. Nitin Kapadia	Non-Executive Independent Director	Member	2

3) Stakeholder''s Relationship Committee

During the year 2 Stakeholder''s Relationship Committee meetings were held on 14-11-2016 and 02-03-2017.

Sr. No.	Name	Designation	Position in Committee	No. of Meetings Attended
1	Mr. Nitin Kapadia	Non-Executive Independent Director	Chairman	2
2	Mrs. Hetal B. Kakadiya	Non-Executive Independent Director	Member	2
3	Mr. Nimish H. Jani	Non-Executive Independent Director	Member	2

4) Independent Director Meeting:

Independent Directors of the company met once during the year on 24^th March 2017, as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Fire incident took place at the plant location of the Company situated at Survey number-202/2, Navagam, Vallabhipur Taluka, Near Ayodhyapuram, Bhavnagar-364313, Gujarat, on 04^th May, 2017, around 03.30 P.M.

Fortunately, there has been no loss or injury to human life. There has also been no damage to the plant constructed. The fire exactly broke out at the open place where the raw material was stored. The fire was controlled within the time. Fire tender also helped in dousing the fire. The production was disrupted for 2-3 hours. The Company has claimed the actual loss from Insurance Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - C".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - D".

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

i) Auditors

a) Statutory Auditors

In the 05^th Annual General Meeting held on 16^th July, 2016, M/s PARY & Co., Chartered Accountants, Ahmadabad having FRN: 007288C was appointed as Statutory Auditors of the Company until the Conclusion of the 10^th Annual General Meeting of the Company, subject to ratification of re-appointment by the members at every Annual General Meeting.

Your Directors recommend the ratification of their appointment as Statutory Auditors of the Company till the conclusion of the 07^th Annual General Meeting to be held in the year 2018.

b) Auditors Report

The report of the Statutory Auditors along with Notes to Accounts are enclosed to this report. The observations made in the Auditors Report are self explanatory and therefore do not call for any further comments.

ii) Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Nirav Soni & Co., Practising Company Secretary, Ahmadabad have been appointed as a Secretarial Auditors of the Company in the meeting of the Board of Directors held on 24^th March 2017. The report of the Secretarial Auditor is enclosed as "Annexure-E".

iii) Internal Auditor

The Company continues to engage M/s Ankit J Shah & Co., Chartered Accountants as Internal Auditor of Company. During the year, the company continued to implement his suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes or safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

DISCLOSURE OFEMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2016-17.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-F".

CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as "Annexure G".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure H".

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of the Audit Committee is responsible for issue pertaining to same.

SEXUAL HARASSMENT

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers, shareholders, employees at all levels and all other associated persons, bodies or agencies for their continued support.

On behalf of Board of Directors

JIYA ECO-PRODUCTS LIMITED

Bhavesh J. Kakadiya

Managing Director

(DIN:05147695)

Ahmadabad,

July 04, 2017