Arshiya Limited has submitted its Annual Secretarial Compliance Report for the financial year ended March 31, 2025, with considerable delays due to the ongoing Corporate Insolvency Resolution Process (CIRP). The report, prepared by M/s Loveneet Handa and Associates, Practicing Company Secretaries, was filed under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CIRP Status and Management Changes

The CIRP proceedings, which began following Punjab National Bank's application over an alleged default amount of Rs. 193,24,35,349.59, continued throughout FY25. The company became subject to CIRP as the Corporate Guarantor of Arshiya Northern FTWZ Limited after the subsidiary's loan account was classified as a Non-Performing Asset (NPA).

The Committee of Creditors appointed Mr. Pankaj Mahajan as the Resolution Professional on August 08, 2024, following the constitution of the CoC on July 31, 2024. The CIRP continues under the supervision of the CoC as of the report date.

Compliance Challenges and Non-Compliances

The secretarial audit revealed significant compliance challenges due to the CIRP proceedings and the suspension of the Board of Directors' powers. The auditors identified multiple areas of non-compliance during the transition period.

Major Non-Compliances Identified

The report highlighted that compliance with Secretarial Standards issued by ICSI could not be carried out in the usual manner due to the suspension of the Board-managed structure during CIRP.

Areas of Partial Compliance

Despite the challenges, certain compliance areas were maintained to varying degrees:

Director Changes and Disclosures

Several director changes occurred during FY25, with the company making necessary disclosures to stock exchanges:

• Ms. Archana Mittal (DIN: 00703208) resigned with effect from April 19, 2024
• Mr. Ashish Kumar Bairagra ceased to be an Independent Director upon expiry of his tenure on April 20, 2024
• Mr. Rishabh Shah ceased with effect from September 09, 2024
• Mr. Ajay Shankar Mittal was re-appointed as Managing Director for five years from April 20, 2024 to April 19, 2029
• Mr. Ajit Dabholkar resigned as Company Secretary with effect from August 01, 2024

The report noted some procedural gaps and delays in filings attributable to the transition of management during the CIRP period.

Financial and Operational Constraints

The audit revealed that financial constraints during the CIRP period prevented timely payments to the Registrar and Transfer Agent (RTA), affecting the company's ability to complete certain statutory and regulatory compliances. However, the company has since cleared outstanding dues to the RTA and is in the process of completing pending compliances.

The company received notices and monetary fines from stock exchanges for certain non-compliances and is pursuing applications for waiver of such fines where permissible under applicable regulations.

Auditor Oversight and Limitations

The secretarial audit was conducted with limitations due to the CIRP proceedings, with verification restricted to records, information, and documents made available during the audit process. The auditors emphasized that the scope of examination was constrained by the ongoing insolvency proceedings and administrative challenges.

The report underscores the significant impact of CIRP proceedings on regulatory compliance capabilities, highlighting the operational challenges faced by companies undergoing insolvency resolution while maintaining stock exchange listing obligations.