**Garodia Chemicals Limited** is an Indian **MSME** (Udyam Registration No. **UDYAM-MH19-0002293**) historically specialized in the manufacturing and trading of **dyes, chemicals, and chemical byproducts**. After a prolonged period of operational suspension and financial distress, the company is currently undergoing a comprehensive structural and financial revival following a court-approved **Resolution Plan** under the **Insolvency and Bankruptcy Code (IBC)**. --- ### 1. Current Corporate Status & Insolvency Resolution The company’s recent history is defined by its transition from a **Corporate Debtor** to a revitalized entity. Following intense competition from the **China Market** and sustained losses, the company ceased operations, leading to a **Pre-packaged Insolvency Resolution Process (PPIRP)**. * **NCLT Approval:** The **Hon’ble NCLT, Mumbai Bench**, approved the **Base Resolution Plan (BRP)** on **February 24, 2025**. * **Resolution Applicant:** The plan was submitted jointly by the company and **Mr. Ravindra Subhash Salunkhe** (the Successful Resolution Applicant). * **Monitoring Committee:** A committee was constituted on **May 28, 2025**, to oversee the implementation of the BRP and ensure compliance with the transition milestones. * **Going Concern Status:** While financial statements for **FY 2024-25** were prepared on a **Non-Going Concern** basis (with assets/liabilities carried at **Fair Value**), the implementation of the BRP aims to restore commercial viability. --- ### 2. Capital Reconstitution & Shareholding Reset To address the total erosion of net worth and settle creditor claims, the company is executing a significant restructuring of its equity base. | Action Item | Impact on Shareholding | Key Date | | :--- | :--- | :--- | | **Promoter Extinguishment** | Full cancellation of **3,728,800** shares (**51.79%** stake) held by former promoters without payment. | **Dec 10, 2025** | | **Public Consolidation** | Existing public shareholders receive **1** new share for every **13** shares held. | **Dec 10, 2025** | | **Stock Sub-division** | Reduction of Face Value (FV) from **Rs. 10** to **Re. 1** per share. | **Mar 25, 2026** | | **Authorized Capital** | Maintained at **INR 11,00,00,000** (1.10 Cr shares). | Current | | **Paid-up Capital** | **INR 7,20,02,000** (Pre-restructuring). | Current | --- ### 3. New Governance Framework & Management Under the approved BRP, the previous management (Mahesh Gordhandas Garodia, Kunal Nalin Naik, and Brian Lawrence Fernandes) has resigned, making way for a new leadership team appointed by the Resolution Applicant. * **Managing Director:** **Mr. Ravindra Subhash Salunkhe** (Appointed for a 5-year term effective **March 10, 2025**, to **March 09, 2030**). * **Board Reconstitution:** * **Mrs. Bhagyashri Nilesh Devrale** (Non-Executive Non-Independent Director). * **Mr. Vikram Ravindra Sabnis** (Independent Director). * **Internal Controls:** The company is establishing a new framework including a **Risk Management policy** and an **Internal Audit System** to review **Standard Operating Procedures (SOPs)**. --- ### 4. Financial Performance & Debt Resolution The company has reported **zero operating revenue** since **April 2019**. Recent financial statements reflect the costs of the insolvency process and the settlement of legacy liabilities. **Standalone Financial Summary:** | Metric (INR) | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :--- | :--- | :--- | | **Total Revenue** | **0** | **75** | **0** | | **Profit After Tax (Loss)** | **(20,76,622)** | **(13,10,909)** | **(5,99,716)** | | **Dividend** | **Nil** | **Nil** | **Nil** | **Debt Profile (as of NCLT Filings):** * **Total Financial Debt:** **Rs. 4,41,21,594**. * **Related Party Debt:** **Rs. 4,10,40,598** (Owed to former Director Mr. Mahesh Garodia). * **Unrelated Financial Debt:** **Rs. 9,00,528** (Owed to M/s WZ Enterprises Private Limited). * **Settlement Status:** Recent "Other Income" entries reflect the settlement of loans from former promoters and **M/s Garodia Sons Private Limited** as per the NCLT-approved plan. --- ### 5. Operational Restart Strategy The primary objective of the new management is to leverage the company’s **MSME status** and historical industry classification to resume manufacturing. * **Asset Profile:** Currently, the company has **Nil Fixed Assets** (no plant or machinery). The Resolution Applicant is responsible for infusing capital to acquire necessary infrastructure. * **Core Focus:** Resumption of **chemical and chemical product manufacturing**. * **Financial Projections:** The BRP includes specific projections (detailed in **Exhibit D** of the plan) intended to restore the company to profitability through new business activities. --- ### 6. Critical Risk Factors & Audit Qualifications Investors should note significant historical lapses and ongoing risks identified by statutory auditors: * **Material Uncertainty:** Auditors have previously expressed doubt regarding the company's ability to meet liabilities falling due within one year. * **Internal Control Deficiencies:** * Lack of an **Internal Audit System** commensurate with company size. * Inability of auditors to conclude on the effectiveness of **Internal Financial Controls Over Financial Reporting (ICFR)**. * Absence of third-party confirmations for **sundry creditors, debtors, and loans**. * **Regulatory Non-Compliance:** Historical failures to appoint a **Women Director**, **CFO**, or **Internal Auditor**, and failure to maintain a **Structured Digital Database** under SEBI (PIT) Regulations. * **Takeover Exemptions:** While the NCLT initially raised concerns regarding **SEBI Takeover Regulations**, the **NCLAT** clarified that the resolution plan is exempt from certain mandatory tender offer obligations under the IBC framework. * **Subsidiaries:** The company has **no subsidiaries, associates, or joint ventures**, simplifying the corporate structure for the turnaround.