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Jiya Eco-Products Ltd.

BSE: 539225 Sector: Others
NSE: N.A. ISIN Code: INE023S01016
BSE LIVE 13:25 | 20 Sep 49.70 0.70
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VOLUME 18000
52-Week high 73.80
52-Week low 41.05
P/E 11.69
Mkt Cap.(Rs cr) 53
Buy Price 49.00
Buy Qty 10800.00
Sell Price 52.00
Sell Qty 7200.00
OPEN 49.20
CLOSE 49.00
VOLUME 18000
52-Week high 73.80
52-Week low 41.05
P/E 11.69
Mkt Cap.(Rs cr) 53
Buy Price 49.00
Buy Qty 10800.00
Sell Price 52.00
Sell Qty 7200.00

Jiya Eco-Products Ltd. (JIYAECOPRODUCT) - Director Report

Company director report

To

The Members

JIYA ECO-RPODUCTS LIMITED

Your Directors take pleasure in presenting the 06th Annual report togetherwith the Audited financial accounts for the Year ended 31stMarch 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 hasbeen able to achieve a net turnover of Rs. 51.96 Crore in the year 2016-17 (increase by53.77%) 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 Authorised Share Capital of the Company as on March 31 2017 was Rs 120000000(Rupees twelve crore) divided into 12000000 (One crore twenty lakhs) equity shares ofRs 10 each.

During the financial year 2017-18 an Extra ordinary general meeting was held on May25 2017 and the Authorised Share Capital was increased to Rs 150000000/- (RupeesFifteen Crore) divided into 15000000 (One Crore Fifty Lakh) Equity shares of Rs 10each.

During the Financial year the paid up share capital of the Company has increased from89303140 (Rupees Eight Crore Ninety Three Lakh Three Thousand One Hundred Forty)divided into 8930314 (Eighty Nine Lakh Thirty Thousand Three Hundred and Fourteen)equity shares of Rs. 10 each to Rs 107163770 (Rupees Ten Crore Seventy-One Lakh SixtyThree Thousand Seven Hundred and Seventy) divided into 10716377 (One Crore Seven LakhSixteen 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 of1:5 (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 1786063 fully paid-up Equityshares 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 consequentlythe number of equity shares increased from 8930314 to 10716377.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31stMarch 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 theprovisions 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 financialyear.

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

At the end of the financial year under review none of the Company have become orceased 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 theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

RELATED PARTY TRANSACTIONS

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

As per Section 134 (3) (h) of the Companies Act 2013 ("Act")and Rules madethereunder disclosure of particulars of transactions entered by the Company with relatedparties 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 whichwould 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 theprovisions 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 theReserve & Surplus and the same is in compliance with the applicable provisionsprescribed under the Companies Act 2013.

DIRECTORS

• Retire by Rotation- Mr. Harshad Monpara

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Harshad Monpara Non Executive Director (DIN: 05147699) ofthe company is liable to retire by rotation in the fourth coming Annual General Meetingand 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 asManaging Director in the Board Meeting held on June 16 2016 and the said appointment wasapproved 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 ifany the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its Nomination& Remuneration Committee and Shareholder's Grievance Committee. The manner in whichthe 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 independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 is enclosed inthe "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 gapbetween 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 dates01-04-2016 21 04-2016 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 on21-04-2016 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 14-11-2016and 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 24th March2017 as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

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

Fire incident took place at the plant location of the Company situated at Surveynumber-202/2 Navagam Vallabhipur Taluka Near Ayodhyapuram Bhavnagar-364313 Gujaraton 04th May 2017 around 03.30 P.M.

Fortunately there has been no loss or injury to human life. There has also been nodamage to the plant constructed. The fire exactly broke out at the open place where theraw material was stored. The fire was controlled within the time. Fire tender also helpedin dousing the fire. The production was disrupted for 2-3 hours. The Company has claimedthe 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 foreignexchange earnings & outgo as required under Section 134(3)(m) of the Companies Act2013 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 annexedherewith as "Annexure - D".

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual financial statements for the year endedMarch31 2017 the applicable accounting standards have been followed along with properexplanation 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 andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2017 and of theprofit of the Company for the year ended on that date;

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

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

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

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

AUDITORS

i) Auditors

a) Statutory Auditors

In the 05th Annual General Meeting held on 16th July 2016 M/sPARY & Co. Chartered Accountants Ahmedabad having FRN: 007288C was appointed asStatutory Auditors of the Company until the Conclusion of the 10th AnnualGeneral Meeting of the Company subject to ratification of re-appointment by the membersat every Annual General Meeting.

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

b) Auditors Report

The report of the Statutory Auditors along with Notes to Accounts are enclosed to thisreport. The observations made in the Auditors Report are self explanatory and therefore donot call for any further comments.

ii) Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/sNirav Soni & Co. Practising Company Secretary Ahmedabad have been appointed as aSecretarial Auditors of the Company in the meeting of the Board of Directors held on 24thMarch 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 asInternal Auditor of Company. During the year the company continued to implement hissuggestions and recommendations to improve the control environment. Their scope of worksincludes review of processes or safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas.

DISCLOSURE OFEMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company as none of theemployees of the company has received remuneration above the limits specified in the Rule5(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 withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure-F".

CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding Compliance ofthe Conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed herewith as "AnnexureG".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review is presented ina separate section forming part of the Annual Report and is annexed herewith as "AnnexureH".

VIGIL MECHANISM

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

SEXUAL HARASSMENT

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

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge withgratitude the effort put in and co-operation extended by bankers shareholders employeesat all levels and all other associated persons bodies or agencies for their continuedsupport.

On behalf of Board of Directors

JIYA ECO-PRODUCTS LIMITED

Bhavesh J. Kakadiya

Managing Director

(DIN:05147695)

Ahmedabad July 04 2017.

II) NIMISH H. JANI

Independent Director Declaration

To

The Board of Directors

Jiya Eco-Products Limited

Sub: Declaration from Independent Director pursuant to Section 149(7) of theCompanies Act 2013 and Regulation 16 of SEBI (LODR) Regulation 2015.

I Mr. Nimish H. Jani (DIN: 07074047) do hereby certify that I am aNon-Executive Independent Director of Jiya Eco-Products Limited and comply withall the criteria of Independent Director as envisaged in the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 and Companies Act 2013.

I certify that:

(a) I am a person of integrity and possess relevant expertise and experience to be andindependent director of the Company;

(b) I am/was not a promoter of the company or its holding subsidiary or associatecompany;

(c) I am not related to promoters or directors or persons occupying managementposition at the board level or level below the board in the company its holdingsubsidiary or associate company;

(d) Apart from receiving director sitting fees/remuneration I have/had nopecuniary relationship/transactions with the company its holding subsidiary or associatecompany or their promoters or directors during the two immediately preceding financialyears or during the current financial year;

(e) none of my relatives has/ had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(f) I neither myself nor any of my relatives-

(/) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(//) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-

--a firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

--any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten per cent. or more of the grossturnover of such firm;

(///) holds together with his relatives two per cent. or more of the total voting powerof the company; or

(/V) is a Chief Executive or director by whatever name called of any non profitorganisation that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

(g) I possess such other qualifications as prescribed under Rule 5 of Companies(Appointment and Qualification of Directors) Rules 2014.

(h) I am not less than 21 years.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any suchrelationship/transactions whether material or non-material. If I fail to do so I shallcease to be an independent director from the date of entering in to suchrelationship/transactions.

Further I do hereby declare and confirm that the above said information are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Company its directors if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes if any to the Company forupdating of the same.

Thanking you
Yours faithfully
Mr. Nimish H. Jani Date: 07/04/2017
(DIN:07074047) Place: Ahmedabad
Non-Executive & Independent Director

III) NITIN KAPADIA-Independent Director Declaration

To

The Board of Directors

Jiya Eco-Products Limited

Sub: Declaration from Independent Director pursuant to Section 149(7) of theCompanies Act 2013 and Regulation 16 of SEBI (LODR) Regulation 2015.

I Mr. Nitin Kapadia (DIN: 06553638) do hereby certify that I am aNon-Executive Independent Director of Jiya Eco-Products Limited and comply withall the criteria of Independent Director as envisaged in the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 and Companies Act 2013.

I certify that:

(a) I am a person of integrity and possess relevant expertise and experience to be andindependent director of the Company;

(b) I am/was not a promoter of the company or its holding subsidiary or associatecompany;

(c) I am not related to promoters or directors or persons occupying managementposition at the board level or level below the board in the company its holdingsubsidiary or associate company;

(d) Apart from receiving director sitting fees/ remuneration I have/had nopecuniary relationship/transactions with the company its holding subsidiary or associatecompany or their promoters or directors during the two immediately preceding financialyears or during the current financial year;

(e) none of my relatives has/ had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(f) I neither myself nor any of my relatives-

(/) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(//) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-

--a firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

--any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten per cent. or more of the grossturnover of such firm;

(///) holds together with his relatives two per cent. or more of the total voting powerof the company; or

(/V) is a Chief Executive or director by whatever name called of any non profitorganisation that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

(g) I possess such other qualifications as prescribed under Rule 5 of Companies(Appointment and Qualification of Directors) Rules 2014.

(h) I am not less than 21 years.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any suchrelationship/transactions whether material or non-material. If I fail to do so I shallcease to be an independent director from the date of entering in to suchrelationship/transactions.

Further I do hereby declare and confirm that the above said information are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Company its directors if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes if any to the Company forupdating of the same.

Thanking you
Yours faithfully
Mr. Nitin Kapadia Date: 07/04/2017
(DIN:06553638) Place: Ahmedabad
Non-Executive & Independent Director

IV) TUSHAR H. PATEL

To

The Board of Directors

Jiya Eco-Products Limited

Sub: Declaration from Independent Director pursuant to Section 149(7) of theCompanies Act 2013 and Regulation 16 of SEBI (LODR) Regulation 2015.

I Mr. Tushar H. Patel (DIN: 07180750) do hereby certify that I am aNon-Executive Independent Director of Jiya Eco-Products Limited and comply withall the criteria of Independent Director as envisaged in the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 and Companies Act 2013.

I certify that:

(a) I am a person of integrity and possess relevant expertise and experience to be andindependent director of the Company;

(b) I am/was not a promoter of the company or its holding subsidiary or associatecompany;

(c) I am not related to promoters or directors or persons occupying managementposition at the board level or level below the board in the company its holdingsubsidiary or associate company;

(d) Apart from receiving director sitting fees/remuneration I have/had nopecuniary relationship/transactions with the company its holding subsidiary or associatecompany or their promoters or directors during the two immediately preceding financialyears or during the current financial year;

(e) none of my relatives has/ had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(f) I neither myself nor any of my relatives-

(/) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(//) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-

--a firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

--any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten per cent. or more of the grossturnover of such firm;

(///) holds together with his relatives two per cent. or more of the total voting powerof the company; or

(/V) is a Chief Executive or director by whatever name called of any non profitorganisation that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

(g) I possess such other qualifications as prescribed under Rule 5 of Companies(Appointment and Qualification of Directors) Rules 2014.

(h) I am not less than 21 years.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any suchrelationship/transactions whether material or non-material. If I fail to do so I shallcease to be an independent director from the date of entering in to suchrelationship/transactions.

Further I do hereby declare and confirm that the above said information are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Company its directors if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes if any to the Company forupdating of the same.

Thanking you
Yours faithfully
Mr. Tushar H. Patel Date: 07/04/2017
(DIN:07180750) Place: Ahmedabad
Non-Executive & Independent Director

"ANNEXURE C"

(A) CONSERVATION OF ENERGY

a) Energy conservation has been an important thrust area for the Company and iscontinuously monitored. The adoption of energy conservation measures has helped theCompany in reduction of cost and reduced machine down-time.

b) Energy conservation is an ongoing process and new areas are continuously identifiedand suitable investments are made wherever necessary.

c) Various on-going measures for conservation of energy includes:

(i) use of energy efficient lighting and better use of natural lighting

(ii) reduction of energy loss and

(iii) replacement of outdated energy intensive equipment.

d) Total energy consumption and energy consumption per unit of production is given inthe table below:

POWER AND FUEL CONSUMPTION:

Particulars Unit 2016-17
1) Electricity Consumption
• Total Units KWH 325353
• Total Amount Rs. 2860249
• Rate per unit Rs. 8.79
2) Own Generation/Diesel Consumed Rs. 2633490

(B)TECHNPLOGY ABSORPTION

The efforts made towards technology absorption: NA The benefits derived from technologyabsorption: NA

The Company has not specific Research and Development Department. But there are somemanpower who are continuously engaged in research & development. The Company carriesout research and development in several areas including material & processdevelopments towards efficiency improvements quality improvements waste reduction etc.Apart from process improvements the research and development also aims at findingequivalent substitutes of various inputs and packaging materials to have cost savingswithout compromising quality.

The Company has derived benefits of product diversification cost reduction and betterquality as a result of the above efforts.

The research and development is an on-going exercise and suitable efforts will continueto be made in future.

The Company currently have 4 (four) each high productive automatic Pelleting andBriquetting machines.

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

There were no foreign exchange earning and outgo during the year.

On behalf of Board of Directors

JIYA ECO-PRODUCTS LIMITED

Bhavesh J. Kakadiya

Managing Director

(DIN:05147695)

Ahmedabad July 04 2017.