Corporate Insolvency Resolution Process (CIRP) Status

  • The National Company Law Tribunal (NCLT), Mumbai Bench, initiated CIRP against the company vide order dated November 2, 2023, passed in CP (IB) 446 MB 2023.
  • Mr. Bhavesh Rathod (IP Registration No. IBBI/IPA-001/IP-P01200/2018-2019/11910) was appointed as the Interim Resolution Professional (IRP).
  • The powers of the Board of Directors stand suspended and are being exercised by the IRP in accordance with the Insolvency and Bankruptcy Code, 2016.
  • The Hon'ble NCLAT by its order dated December 6, 2024, stayed the constitution of the Committee of Creditors (CoC), and this order is still in force.
  • Manufacturing operations remained suspended throughout FY 2025-26.

Financial Performance Overview (Standalone) for FY 2025-26

  • Revenue from Operations: ₹0 lakh (FY25: ₹0 lakh)
  • Other Income: ₹1,664.75 lakh (FY25: ₹1,507.20 lakh)
  • Total Income: ₹1,664.75 lakh (FY25: ₹1,507.20 lakh)
  • Total Expenses: ₹2,177.68 lakh (FY25: ₹2,328.14 lakh)
  • Loss Before Tax: ₹(512.93) lakh (FY25: ₹(820.94) lakh)
  • Tax Expense: ₹(225.52) lakh (Deferred tax) (FY25: ₹(190.25) lakh)
  • Loss After Tax (Profit for the year): ₹(287.41) lakh (FY25: ₹(630.69) lakh)
  • Earnings Per Share (Basic & Diluted): ₹(1.08) (FY25: ₹(2.37))

Key Financial Position as of March 31, 2026

  • Total Assets: ₹1,60,549.38 lakh (Mar '25: ₹1,60,782.96 lakh)
  • Non-Current Assets: ₹1,58,204.45 lakh (Includes PPE: ₹63,334.35 lakh, CWIP: ₹79,620.58 lakh, Deferred Tax Asset: ₹2,452.26 lakh)
  • Current Assets: ₹2,344.93 lakh (Includes Inventories: ₹748.67 lakh, Cash & Cash Equivalents: ₹82.13 lakh)
  • Total Equity: ₹81,843.63 lakh (Mar '25: ₹82,131.04 lakh)
  • Equity Share Capital: ₹2,657.05 lakh (26,570,540 shares of ₹10 each)
  • Other Equity: ₹79,186.58 lakh (Retained Earnings: ₹12,608.46 lakh)
  • Total Liabilities: ₹78,732.33 lakh (Mar '25: ₹78,651.92 lakh)
  • Non-Current Borrowings: ₹69,602.18 lakh (Secured, from Banks & FIs)
  • Current Borrowings: ₹7,696.65 lakh (Secured, from Banks)
  • Other Current Liabilities: ₹1,012.23 lakh

36th Annual General Meeting (AGM) Details

  • Date & Time: Wednesday, September 30, 2026, at 11:00 A.M.
  • Venue: Registered Office at T-14, MIDC, Tarapur Industrial Area, Boisar, Dist. Palghar - 401506, Maharashtra.
  • Book Closure: Thursday, September 24, 2026, to Wednesday, September 30, 2026 (both days inclusive).
  • Cut-off date for e-voting: Wednesday, September 23, 2026.
  • Remote e-voting period: Sunday, September 27, 2026 (9:00 A.M. IST) to Tuesday, September 29, 2026 (5:00 P.M. IST) via CDSL.

Agenda and Resolutions

Ordinary Business

1. To receive, consider, and adopt the Audited Financial Statements for FY ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon. (Ordinary Resolution)

Special Business

2. Appointment of Secretarial Auditor: To appoint Mr. Subhash Purohit (Proprietor of M/s. Subhash Purohit & Associates, ACS 36558, CP 24861) as Secretarial Auditor for a term of five consecutive financial years from FY 2025-26 to FY 2029-30. (Ordinary Resolution)

  • Rationale: Requirement under Regulation 24A of SEBI LODR. Approval was inadvertently not obtained at the previous AGM and is now being regularized.
  • Remuneration: To be determined by the IRP from time to time, plus applicable taxes and out-of-pocket expenses.

Board of Directors & Key Managerial Personnel (Suspended/Changes)

  • The suspended Board as of March 31, 2026, comprised three Non-Executive Independent Directors:
  • Mr. Ronen Joshi (Independent Director)
  • Mrs. Monisha Bhavnani (Independent Director, Woman Director)
  • Mr. Amit Pandya (Independent Director)
  • Cessations during FY25-26 (per SEBI Order dated May 2, 2025):
  • Mr. Ashok Ghanshyamdas Rajani (Director)
  • Mr. Asit Kumar Bhowmik (Director)
  • Mr. Sivaprasada Rao Buddi (Director)
  • Mr. Amrit Ashok Rajani (CFO & KMP)
  • Key Managerial Personnel (KMP) as of March 31, 2026:
  • Ms. Manisha Solanki (Company Secretary)
  • No remuneration was paid to any Director during the year.

Auditors & Reports

  • Statutory Auditors: M/s. Thacker Butala Desai (Firm Regn. No. 110864W).
  • Their report does not contain any qualification, reservation, adverse remark, or disclaimer.
  • Fees paid: ₹1.09 Lakhs for all services.
  • Secretarial Auditor: M/s. Subhash Purohit & Associates (PCS).
  • The Secretarial Audit Report for FY 2025-26 is annexed to the Directors' Report (Form MR-3).
  • Observations in Secretarial Audit Report:

1. Delay in submission of Annual Report for FY 2024-25 to Stock Exchanges (submitted on Sept 25, 2025).

2. Structured Digital Database (SDD) for insider trading regulations maintained in Microsoft Excel, not a non-tamperable format, due to financial constraints under CIRP.

3. Shareholders' approval for Secretarial Auditor under Reg. 24A not obtained at the first AGM after April 1, 2025 – being regularized at this AGM.

SEBI Order Dated May 2, 2025

  • SEBI passed a Final Order in the matter of Seya Industries Ltd.
  • The order issued directions and imposed monetary penalties upon certain erstwhile Directors and Key Managerial Personnel (named in the cessations above).
  • No direction or monetary penalty was imposed upon the Company under the said Order.
  • The order restrained the aforesaid persons from associating with the securities market, including as a Director or KMP of any listed company, for a period of five years.

Other Material Disclosures

  • Operations: Manufacturing operations remained suspended throughout the year. No revenue from operations was generated.
  • Dividend: No dividend recommended for FY 2025-26 due to losses.
  • Share Capital: No change in share capital during the year. The issued and paid-up capital stands at ₹2,657.05 lakh.
  • Deposits: The company did not accept any public deposits.
  • CSR: The average net profit for the three preceding financial years was negative [(₹1,316.31) lakh]. Therefore, the CSR obligation for FY 2025-26 was Nil. No CSR expenditure was incurred.
  • Related Party Transactions: No materially significant related party transactions requiring disclosure.
  • Investor Education and Protection Fund (IEPF): Transfer of unpaid dividend amounts to IEPF is kept in abeyance due to the moratorium under Section 14 of the IBC.
  • Cost Records: Not applicable as there were no manufacturing operations.
  • Foreign Exchange: No foreign exchange earnings or outgo.

Capital and Borrowings

  • Total Borrowings: ₹77,298.83 lakh (Non-Current: ₹69,602.18 lakh; Current: ₹7,696.65 lakh).
  • All borrowings are secured. Term loans are secured by a first charge on the company's factory land and building. Working capital loans are secured by hypothecation of stocks and book debts.
  • Debt servicing (interest and principal repayment) has not been undertaken during the CIRP period. The ultimate settlement is subject to the outcome of the CIRP.

Going Concern and Material Uncertainty

  • The auditors' report emphasizes a material uncertainty related to going concern due to the ongoing CIRP, suspended operations, and significant borrowings. The financial statements have been prepared on a going concern basis, the appropriateness of which is dependent on the outcome of the CIRP.

Important Notes from Financial Statements

  • Contingent Liabilities: Claims have been received by the IRP from various statutory authorities (Central Excise: ~₹2,115 lakh; GST: ~₹48,402 lakh). These have not been verified due to pending CIRP proceedings and are thus not provided for.
  • CWIP (₹79,620.58 lakh): Relates to the suspended Mega Greenfield Expansion Project. All amounts are aged over 3 years.
  • Inventory (₹748.67 lakh): Valued at lower of cost or net realizable value. Comprises Raw Materials (₹63.11 lakh), WIP (₹640.53 lakh), Finished Goods (₹28.00 lakh), and Stores & Spares (₹17.03 lakh).

#Tags: #SeyaIndustries #CIRP #NCLT #SEBI #AGM #Insolvency #RegulatoryCompliance #FinancialResults #Negative