ambitious plastomac company ltd Directors report

To

The Members,

Indrayani Biotech Limited.

The Directors are pleased to present the Thirtieth (30^th) Boards Report of the Company together with the audited financial statements (standalone and consolidated) for the year ended 31^st March, 2022.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st March, 2022 in respect of Indrayani Biotech Limited ("the Company").

1. Financial Highlights:

 

(Rs. in Lakhs)

DESCRIPTION	FY 2021-22	FY 2020-21
Revenue from Operations	5,820.94	2,127.07
Gross Profit /(Loss) before Depreciation & Interest	644.96	(441.31)
Less: Depreciation	34.43	40.25
Less: Interest	187.97	196.14
Profit /(Loss) before Exceptional Items & Tax	422.56	(677.70)
Less: Provision for Taxation	0.00	0.00
Prior Period Items	0.00	0.00
Exceptional Items	0.00	(410.98)
Profit /(Loss) after Non-operative items & Tax	422.56	(1,088.67)

2. Review of Business Operations and Future Outlook:

The company recorded a revenue of Rs. 5820.94 lakhs for the year against Rs. 2127.07 lakhs in the previous year. The net profit was Rs. 422.56 lakhs against loss of Rs. 1088.67 lakhs in the previous year. The revenue has increased by 174% because of fast recovery from the pandemic situation by adopting various measures. The company is continuously taking steps to reduce operating costs and to bring in higher efficiencies.

It is imperative that the affairs of the Company are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company expects to generate more revenues in the coming years and will strive to acquire more clients apart from retaining and expanding business with the existing clients.

3. Change in the Nature of Business:

The company is primarily operating in the Tri-segment viz., Foods & Hospitality, Engineering and Healthcare divisions post the scheme of amalgamation. During the FY 2021-2022, the company stepped into newer divisions viz., Infrastructure, Agri and Biotech divisions. Further, there is also a growth plan in the other divisions viz., Farm Products, etc.

4. Transfer to Reserves:

During the year under review, the company has transferred the amount of Rs. 422.46 lakhs to the general reserves and the amount of (Rs. 1005) lakhs (including the comprehensive income and previous year closing balance of (Rs. 1450) lakhs) has been retained under deficit in the statement of Profit and Loss.

5. Dividend:

No dividend was declared for the current financial year due to conservation of profits and continued investment in the business incurred by the company.

6. Transfer of unclaimed dividend to Investor Education and Protection Fund:

There was no unpaid/unclaimed dividend to be transferred to IEPF Account for the financial year ended 31.03.2022.

7. Share Capital:

During the year under review, there were no changes in the Share Capital of the Company. The paid-up share capital of the company for the F.Y. 2021-22 is Rs. 34,72,27,920 (3,47,22,792 Equity shares of Rs. 10 each). Further, the paid-up capital of the company increased via preferential issue of Compulsorily Convertible Preference Shares ("CCPS") and Compulsorily Convertible Warrants to proposed allottees (Public category) as on date.

8. Deposits:

The Company has neither accepted any deposits from its members nor has any unclaimed deposits during the year ended March 31, 2022. Accordingly, provisions of acceptance of deposits under Sections 73 to 76 of Companies Act, 2013 are not applicable to the Company.

9. Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report:

There have been no 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.

10. Subsidiaries, Joint Ventures and Associate Companies:

As on date, the company has:

Two wholly-owned subsidiary companies:

• IBL INVESTMENTS LIMITED (Incorporated in FY 22-23)

• IBL HEALTHCARE LIMITED

Three subsidiary companies:

• DINDIGUL FARM PRODUCT PRIVATE LIMITED (Became subsidiary in FY 22-23)

• HSLPRIME PROPERTIES PRIVATE LIMITED

• HSL AGRI SOLUTIONS LIMITED

Two step-down subsidiaries:

• IBL THIRUVANAMALAI LLP

• IBL LAKSHA HOSPITALS LLP

The statement pursuant to section 129(3) of the Companies Act, 2013 containing the salient features of the financial statements of subsidiary companies forms part of this annual report in Form AOC-1 and is annexed as Annexure-I. The Board has approved a policy for determining material subsidiaries which is available on the companys website www.indrayani.com.

The annual accounts of the subsidiary companies are available on the website of the company www.indrayani.com and kept for inspection by the shareholders at the registered office during normal business hours of the company. The company shall provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

11. Management Discussion and Analysis Report:

Pursuant to Schedule V of Listing Regulations "Management Discussion and Analysis Report" is given separately and forms part of this Report.

12. Statement on Risk Management:

The Board identifies and reviews the various elements of risk which the company has to face and laid out the procedures and measures for mitigating those risks. The elements of risk threatening the companys existence are very minimal. The company does not face any risks other than those that are prevalent in the industry and has taken all possible steps to overcome such risks.

The main concern is availability of funds for capital investments on infrastructure and working capital for various divisions of the company. The company is liaising with funders who can invest in the company divisions and also deliberating plans to raise funds through various available sources to take care of funding requirements for growth.

13. Vigil Mechanism:

In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behaviour or any suspected fraud. The policy is available at the website of the company www.indrayani.com.

14. Copy of Annual Return:

As per the requirements of Section 92(3), 134(3)a and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), the copy of the Annual Return in the prescribed Form MGT-7 for the Financial Year ended March 31, 2022 is placed on the companys website www.indrayani.com.

15. Corporate Social Responsibility:

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company as the company did not attain the threshold prescribed under Section 135 of the Companies Act, 2013.

16. Directors and Key Managerial Personnel:

In accordance with the provisions of Sections 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors vide Board Resolution passed on March 28, 2022, Ms. Vennila Vijayaragavan is appointed as the Company Secretary & Compliance officer of the company.

Composition of Board of Directors and Key Managerial Personnel:

As on the date of this report, the following are the Directors and Key Managerial Personnel of the Company:

S. No	Name	Designation
1	Mr. Kasiraman Sayee Sundar	Managing Director
2	Mr. Swaminathan	Wholetime Director
3	Mr. Singarababu Indirakumar	Wholetime Director
4	Mr. Muthukrishnan Ramesh	Wholetime Director
5	Mr. Kannimangalam Subramanyan Vaidyanathan	Independent Director
6	Mr. Nangavaram Mahadevan Ranganathan	Independent Director
7	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Independent Director
8	Mrs. Lakshmiprabha Kasiraman	Non-Executive Director
9	Mr. Vinayaka Bodala	Chief Financial Officer
10	Ms. Vennila Vijayaragavan	Company Secretary & Compliance Officer

Change in the Constitution of Key Managerial Personnel:

There has been change in the constitution of the Key Managerial Personnel during the year under review:

1. Resignation of Ms. Roopa Ravikumar from the post of Company Secretary & Compliance Officer with effect from 30^th October, 2021.

2. Appointment of Ms. Charu Latha R as Company Secretary & Compliance Officer with effect from 8^th November, 2021.

3. Resignation of Ms. Charu Latha R from the post of Company Secretary & Compliance Officer with effect from 28^th March, 2022.

4. Appointment of Ms. Vennila Vijayaragavan as Company Secretary & Compliance Officer with effect from 28^th March, 2022.

Change in the Constitution of Board of Directors:

There has been no change in the constitution of Board of Directors during the year under review. Retire by Rotation:

Mrs. Lakshmiprabha Kasiraman, Non-executive Director (DIN: 02885912) and Mr. Swaminathan, Whole-time Director (DIN: 02481041), retires by rotation in the ensuing Annual General Meeting and being eligible offers themself for reappointment. The directors recommend their reappointment.

Necessary Disclosures:

During the Financial Year under review, the Board of Directors and the Key Managerial Personnel of the Company have made necessary disclosures to the Company, as made applicable in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations.

17. Declaration from Independent Directors:

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and declarations under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 from all the Independent Directors.

A separate meeting of the Independent Directors was held on March 28, 2022

• To review the performances of Non-independent Directors and Executive Directors

• To assess the quality, quantity and timeliness of flow of Information

18. Board and Committee meetings conducted during the period under review:

During the financial year ended 31^st March, 2022, the Company held 9 (Nine) meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The Board Meetings were held on 04-04-2021, 22-06-2021, 05-07-2021, 16-07-2021, 03-09-2021, 14-11-2021, 29-12-2021, 14-02-2022 and 28-03-2022.

During the year under review:

• Six (6) meetings of the Audit Committee;

• Four (4) meetings of the Nomination and Remuneration Committee;

• One (1) meeting of the Stakeholders Relationship Committee; and

• One (1) meeting of the Independent Directors were held. Further details of the same have been enumerated in the Corporate Governance Report section.

19. Directors Responsibility Statement:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from those standards;

ii. The Directors had selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

Dr. Bokara Nagarajan Padmaja Priyadarshini was appointed by the Shareholders vide 29^th Annual General Meeting dated 30-09-2021 as a Non-Executive Independent Director in terms of provisions of Section 161 and 149 of the Companies Act, 2013 and rules made there under.

The Board of Directors have evaluated the Independent Directors during the FY 2021-22 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

21. Companys policy relating to Directors appointment, payment of remuneration and other matters provided under Section 178(3) of the Companies Act, 2013:

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance and the remuneration payable to them. The criteria for determining qualifications, positive attributes and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at www.indrayani.com.

22. Annual evaluation of the Board on its own performance and of the individual directors:

The Companies Act and Listing Regulations contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, NonIndependent Directors and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its committees, contribution and impact of individual directors has been carried out for peer evaluation on various parameters.

On the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for evaluating the performance of the Board of Directors & its committees, Independent Directors, Non-Independent Directors and the Chairman & Managing Director. Based on that, performance evaluation of the Board, Committees of the Board and every Individual Directors including the Independent Directors of the Company has been undertaken. The Independent Directors of the company have also convened a separate meeting for this purpose. The results of the performance evaluation have been communicated to the concerned.

23. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013:

Details of loans given, investments made, guarantees given and securities provided pursuant to the provisions of section 186 of the Companies Act, 2013 is given in the notes to financial statements.

24. Particulars of contracts or arrangements made with related parties:

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year 2021-22 were in the ordinary course of business and on arms length pricing basis. The Form AOC-2 with details of all related party transactions is provided as Annexure-II of this report and as part of notes to the financial statements.

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Conservation of energy is of utmost significance to the Company. The operations of the Company are not energy-intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy. The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and 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 furnished in Annexure-III of this report.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

27. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year:

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

28. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

29. Disclosure regarding the maintenance of Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013:

The Company is not required to maintain any Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in the companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the period ended 31^st March, 2022, no complaints were received pertaining to sexual harassment.

31. Statutory Auditors:

M/s Venkatesh & Co, (FRN 004636S) Chartered Accountants, Chennai were appointed as Statutory auditor of the company for a period of 5 consecutive years at the 26^th Annual General Meeting of the Company held on September 19, 2018. Consequent to the amendment made in the provisions of Section 139 which came into effect from 7^th May 2018, the members have approved to continue the appointment of M/s. Venkatesh & Co, Chartered Accountants, Chennai as Statutory Auditors of the Company for period of 5 years till the conclusion of 31^st Annual general meeting of the Company to be held in the year 2023 without ratification.

Hence, no resolution for ratification of appointment of statutory auditors is included in the Notice convening the 30^th Annual General Meeting. The Company has received a certificate from the statutory auditors to the effect that their appointment would be in accordance with the provisions of section 141 of the Companies Act, 2013.

32. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed thereunder, Mr. Krishnamurthi Ravichandran, (ACS No: 12838, CP No: 3207) Company

Secretary in Practice, was appointed as the Secretarial auditor at the meeting of the Board of directors held on February 14, 2022 of the Company to carry out the secretarial audit for the year ended March 31, 2022. A secretarial audit report given by the secretarial auditor in Form No. MR-3 is enclosed with this report as Annexure-IV.

33. Boards comment on the qualification or reservations, if any given by the statutory auditor and secretarial auditor:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Venkatesh & Co, Statutory Auditors, under section 143(3)(h) of the Companies Act, 2013 and by Mr. Krishnamurthy Ravichandran, Secretarial Auditor under section 204(3) of the Companies Act, 2013 in their reports.

34. Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government:

There had been no frauds reported by the auditors pursuant to section 143(12) of the Companies Act, 2013.

35. Internal Auditor:

M/s. TASSK & Associates LLP, Chartered accountants were appointed as the Internal Auditors of the Company with effect from 05-07-2021 for the Financial Year 2021-22.

The board reported that they havent received any report from the Internal Auditor and their term has also ended by FY 2021-2022.

36. Adequacy of internal financial controls with reference to the financial statements:

The company has implemented and evaluated the internal financial controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The company has appointed internal auditors with a dedicated internal audit team. The internal audit reports were reviewed periodically by the Board. Further, the Board annually reviews the effectiveness of the companys internal control system.

The Directors and management confirm that the internal financial controls are adequate with respect to the operations of the company. A report certifying the adequacy of internal financial controls pursuant to Section 143(3)(i) of the Companies Act, 2013, is given in the Auditors report.

37. Safe & Conducive Workplace:

The Company is committed to providing a safe and conducive work environment to its employees. During the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. Particulars of Employees:

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 employees are not drawing remuneration in excess of the limits set out in the said Rules. The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report in Annexure-V.

Considering the second proviso to section 136(1) of the Companies Act, 2013, the annual report, excluding the aforesaid information, is being sent to the members of the company and others entitled thereto. Any shareholders interested in obtaining a copy thereof, may write to the company secretary in this regard.

39. Statement on Compliance with applicable Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

40. Acknowledgement:

The Directors wish to express their appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year. The Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

By the order of the Board of Directors
For Indrayani Biotech Limited
Sd/-	Sd/-
Kasiraman Sayee Sundar	Swaminathan
Managing Director	Wholetime Director
DIN:01295584	DIN:02481041
Date: September 05, 2022