OVERVIEW
Business Philosophy:
The mission and growth model of the company is to continuously identify
and aggregate prospective MSMEs having potential for high growth, managed by committed,
dynamic entrepreneurs with a holistic vision, aspiring to succeed, who look for help and
support in some form. The companys model is to promote inclusive growth with
participatory and complementary style of management and to provide an ecosystem to unlock
value of the aggregated entity.
MSME Companies are considered to be the backbone, mainstay and
employment providers in the industrial sector of India. However, they are fraught with
massive challenges which are seldom overcome independently. Promising companies with a
potential to make it big, get embroiled in real life challenges and end up with either a
stunted growth or in an irrecoverable debt trap shattering the dreams of the
first-generation entrepreneurs as they go unrewarded for their merits, effort and toil.
In this regard, the company believes in the three dimensions to support
the model.
• Promoting Inclusive growth
• Being socially relevant and responsible
• Providing an eco-system to unlock value
Promoting Inclusive growth:
The company has a very innovative, validated, and proven model which
provides a safety net, a launching pad and a stable platform for such MSME companies. The
company aggregates and assimilates such MSME companies and take them in as a subsidiary,
based on mutual agreement.
The company has a unique approach to handle the challenges faced by
MSMEs wherein the entire needs including financials, business development, compliance and
other requirements of the entity if not met by the subsidiary shall be entirely assisted
by the parent listed entity. Based on the model, the existing promoters of the subsidiary
will continue to helm the affairs of the subsidiary and manage the same with additional
board members infused from the parent listed entity.
The participation of the parent entity is structured in such a way that
the existing promoters of the subsidiary seldom suffer further dilution of their stake,
due to any increase in the quantum of help received. Unlike regular M&A, the companys
unique model ensures that the promoters of the subsidiaries are always at the helm of
affairs and shall continue to drive the operations, focusing on their core competency,
utilizing their knowledge, experience and skills. With their share of stake remaining
constant, substantial and with the parents impetus, the entrepreneurs realize and surpass
their vision, thereby unlocking the true business value.
The company believes in helping through a path with least hassle,
predictable outcome, consensus and creating win-win-win situations for all the
stakeholders.
Being Socially relevant and responsible:
While doing so, the companys focus would be on socially relevant
companies and to promote socially responsible products and services. Most of them would
have active on-going CSR initiatives as part of their operations.
Providing an ecosystem to unlock value:
The companys subsidiaries enjoy and share complete trust and
transparency in the operations and the company facilitates practicing scalable,
sustainable, repeatable and predictable outcome-based processes to unlock the hidden
tremendous potential and achieve exponential growth in valuation.
The company facilitates and has been successful in creating and
maintaining ecosystems where the subsidiaries can procure (raw material and consumables)
and supply (their products and services) within the organisation (other subsidiaries),
thereby increasing the demand and realizing better value for their products and services.
Through assimilation of knowledge and skills from various MSME
companies, the subsidiaries enjoy a centralized and diverse repository of knowledge and
have access to take help from all types of capabilities / skills within the organization.
Opportunities for cross leveraging capabilities, repurposing their technology value chain
and professional growth for individuals are abundant.
The subsidiaries enjoy advantages of access to highly skilled
centralised business enablers like legal, secretarial, human resources and accounting
functions.
Results of the initiatives:
The company has practiced the above philosophy and has aggregated
several business entities during the reporting financial year. Several other companies
having business in various domains are in the middle of due diligence process which are
likely to be joining us in the current financial year.
The results of the initiatives taken have been very positive so far and
the market has received our approach very positively.
The opening of market in the aftermath of Covid-19 lockdowns has also
helped in organic growth of existing business units.
As a result, the company has made significant growth in revenue from
around Rs. 20 Crores during FY 20-21 to around Rs. 60 Crores during FY 21-22. The growth
trend is likely to continue and we are targeting to reach a revenue of around Rs. 150
Crore during the current financial year.
BUSINESS UNITS
The following business units are directly under the management of the
company.
? A Diet Hospitality service (Food and Hospitality sector)
? Biotech Products and services (Biotech Sector)
? Helios Solutions (Power electronics Sector)
Based on the growth model of the company, the following are the
subsidiaries and step-down subsidiaries which have been formed as of 31-Mar-2022
? IBL Healthcare Limited - Healthcare Sector
? IBL Laksha Hospitals LLP (subsidiary of IBL Healthcare Limited)
? IBL Tiruvannamalai LLP (subsidiary of IBL Healthcare Limited)
? HSL Agri Solutions Limited - Food and Agro Sector
? HSLPrime Properties Private Limited - Infrastructure Sector
Based on the proven management expertise and success derived from such
aggregations, the company is continuously on the lookout for partnership opportunities
with suitable companies in quest of exponential growth in various sectors.
The company has augmented management control of corporate and all its
subsidiaries for stabilising / strategizing the growth prospects of the entities and also
in the process of adding more.
BUSINESS UNIT-WISE PERFORMANCE
FOOD & HOSPITALITY DIVISION: A-DIET EXPRESS HOSPITALITY SERVICE:
A-Diet Express Hospitality Limited was incorporated in August 18, 2005
and was subsequently merged with the company with effect from 01-Apr-2018. This unit is
continuing to be one of Indias most reputed Catering services Company with an average age
of top clients of above 6 years, operating across 12 states and 20 cities with 2 central
kitchens at Capacity of 50000 meals / day and several more onsite kitchens spread across
India. It is an entity engaged in Full range of food supply services on a contract basis
to Colleges and Universities, Hospitals and Healthcare Institutions, Corporate Offices,
Industries, IT and ITES Companies.
The Brand "Nalla Sappadu" Food Court Chain serves complete
choice of foods to clients and extends its supply of Food Court Services in shopping
malls, IT Parks and IT Company Premises include Covid- 19 Food Delivery Service, Meal Box
Food Service, Cloud Kitchen, Packed Food Service and Delivering uninterrupted service,
while de-risking delivery, providing transparency in communication and ensuring business
continuity through engineering and managerial resource.
Based on the demand from the existing industrial customers to provide
all administrative services under one roof, the company has started providing the
following additional services under this business unit.
| ? Housekeeping services |
| ? Security Services |
| ? Staff transport services |
| ? Manpower supply services |
| ? Building / property management services |
| ? Front office management |
| ? Room service Management |
Reopening of colleges and offices after the covid-19 lockdowns and
award of several large contracts by new clients have helped significant increase in
business of this unit, recovering from the effects of the lockdowns in the previous year.
BIOTECH DIVISION:
The company is actively marketing and selling Microorganisms based Bio
fertilizer, Bio control, VAM, Organic compost, Neem based agriculture Products and
vermi-compost to farmers across India.
Products such as Pseudomonas, Beauveria Bassiana, Metarhizium, Potash
Mobiliser, Tricoderma Viride, Verticillium Lecanii, Humic acid, Coirpith compost,
Vermicompost, MN Mixture, NP Virus, VAM are sold in the market.
To enhance the capabilities, the company has assimilated Nandhini
Biotech private Limited with itself along with their products, facilities, equipment,
employees, know how, customer base etc. Marketing of products and services is enhanced to
achieve a leapfrog growth in business. The company has plan to expand the services
encompassing all the fields of service in Biotech area.
• Biotech division produces and sells agricultural products like
microorganism-based Bio-fertilizers, bio-pest-repellents, bio-tonics and bio-fungicides,
aquaculture products like feed supplements, pond stabilizer and vibrio control.
• Biotech division also provides turnkey and consulting services
for the farmer community covering the following
? Agriculture
¦ Aquaculture
¦ Horticulture
¦ Floriculture
¦ Sericulture
¦ Tissue culture
• Under Agriculture services, the company is providing the following services.
¦ Soil remediation
¦ Seeds and Nursery
¦ Agro Process Training
¦ Nursery and Home Garden kits
¦ Soil and water testing
¦ Farm Equipment Sales
¦ Farm equipment-based services
HELIOS SOLUTIONS - ENGINEERING SECTOR:
Helios Solution Limited (Helios) was founded in 1995 (Now merged with
the company) actively deploying cutting-edge solutions towards design, development,
manufacture, maintenance & services in Power Electronics with a proven track record of
over two decades and a loyal customer base. This division has supplied garbage collection
electrical vehicles (ePIC) to Chennai Corporation. This division is a Pioneer in
industrial UPS and battery chargers for power plants with installations in countries like
Spain, Italy, South Africa, Sudan, UAE, Cambodia, Thailand, Nepal and Sri Lanka. The unit
has successfully indigenised the unique power supply of 2x25 KW for defence submarine and
was appreciated by Indian Navy for its technical excellence (Modular 3 phase unbalanced
supply). It has been recognized and appreciated for technical excellence towards building
and supply of Pyro control console for all satellite launching facilities in India (ISRO,
DRDO)
PRODUCT RANGE: FCBC, Battery Charger, Modular, Industrial and
commercial On-line UPS System, Industrial Inverters, AC / DC Power Supplies, DC-DC
Converters, Servo Controlled Voltage Stabilizer, and Special purpose Machines (SPM)
IBL HEALTHCARE LIMITED:
A wholly owned subsidiary and Healthcare division of the company was
incorporated on October 30, 2020. The Company is progressing with its growth through
Partnership and Acquisitions and in the process of identifying and partnering with several
prospective companies / clinics / hospitals. The Healthcare sector specializes in single
speciality clinics / Hospitals which includes outsourced single speciality departments
within multi-speciality hospitals.
This division has
• Associated with 75 bedded RMR Hospitals at Thiruvannamalai and
Established Ophthalmology division since October 2020 under a separate subsidiary, IBL
Tiruvannamalai LLP.
• Taken over Operation and Maintenance of eye hospital run by Dr.
Manju Kulkarni at Chetpet, Chennai since Jun 2021
• Aggregated Senthil Nursing Home, a Gynaecology hospital at
Kumbakonam, in FY 2021-22 HSL AGRI - AGRO SECTOR:
Agro Sector - backward integration with A-Diet Division and forward
integration with Biotech division
This division is doing farming activities in around 100 Acres of land
(partially owned by the company and partially leased out). The products and services of
Biotech division is utilized to produce organic vegetables, fruits and other grocery needs
based on plan given by A-Diet unit. All the produce is utilized by the A-Diet unit for
supply of food to industries and other establishments.
This has helped leveraging our biotech unit produce, utilization of
land assets of the company and also supply of cost effective, organic feed to the A Diet
unit.
The unit is also operating a model "organic integrated free range
grazing biotech farm" in an extent of 10 acres with
• 100 desi cows of various Indian breeds, Mushroom cultivation
• Cultivation of Medicinal plants, Mushroom, organic vegetables,
organic rare traditional paddy varieties like karuppu kauni, maappilai samba, karutha
kaar, thooya malli, etc.,
• Production of organic milk, free range bilona ghee, edible oils,
Solar dried vegetables & mushrooms
• Production of Bio fertilizer such as Vermi compost, Panchakavya
based bio products like mosquito repellent, toilet cleaner, Themoorkaraisal,
Jeevamirdakaraisal, bio insecticides, dhoop sticks, sambrani, vibhudhi etc
HSL PRIME PROPERTIES - INFRASTRUCTURE SECTOR:
> HSL Prime Properties is a subsidiary of Indrayani Biotech Limited,
founded in 2017 with an objective to venture into real estate and infrastructure
development.
> The promoters have got experience in
? Building Joint venture properties
¦ Development and sale of DTCP plots at various locations in
Tamil Nadu, upto the tune of around 50 acres.
¦ Development of residential apartments at prime locations in
Chennai.
> Plan is to also develop Farm lands suitable for "Work from
Farm" for IT employees and high net worth individuals with management of farm taken
care centrally by the Agro division of company.
> Also planning construction projects for housing in Villa, Flats
and gated community formats as well as "Class A" commercial buildings.
> Currently developing Desavani Towers, a 4-storey commercial class
A building with 44,000 Sq. ft of IT cum office space at Guindy, Chennai
FUTURE OUTLOOK
The future looks bright for the company based on the progress in
aggregation and assimilation initiatives and the results we have seen sofar. This is in
addition to the organic growth we are seeing in all the divisions post the covid-19
pandemic. The organisation is poised for a vertical growth in the coming years and
investments towards this is planned in the current year.
The Company is planning to significantly increase the business through
organic growth in A Diet and Healthcare units. There are several other MSMEs lined up for
aggregation. The following are a few of the domains where we can expect significant
expansion.
Dairy Division
The company has signed an MoU with the following companies in dairy
domain towards aggregating them as subsidiaries of the company.
1. Dindigul Farm Product Private Limited (has become a subsidiary in Q1
of FY2022-23)
2. A. R. Dairy Private Limited
The above plants have a combined milk processing capacity of more than
3 lakh litres per day and have the capacity to produce and market all types of milk and
milk-based products both in domestic and international markets.
While AR Dairy focusses on milk, curd, butter, ghee, cheese, SMP etc,
the Dindigul Farm products has the capability of producing milk protein-based derivatives
like whey powder, casein etc which has a huge demand in domestic and international
markets. This plant is one of its kind in India, a modern plant with high standards and
sophisticated equipment. These plants are maintained with European and American quality
standards and are exporting their products to those markets.
Boiler Division
The company has stated a Boiler division under the Engineering
Division. It is in talks with Matrix Boilers Private Limited, Trichy which has patented
Hybrid Boilers technology and in operation for the past 15 years. It is a well-known
supplier of industrial boilers across the country and also exports them to other Asian /
African countries.
Towards this, IBL Matrix Boilers has already started marketing the
Boilers manufactured by Matrix Boilers with investment in employment of management
professionals for business development and bailing them out from their bank commitments in
order to make them operational.
Because of the companys initiative, Matrix boilers, which was not
under operation for the past few years has become operational and is in the positive
territory from operations and financial results perspective. We are working towards
acquisition of Matrix Boilers Private Limited in the near future.
Healthcare division
? There are more than 5 other hospitals with whom discussions are in
various stages for aggregation and assimilation with the company in various locations
across Tamil Nadu
? The plan is to operate hospitals in a hub and spoke model. As per
this model, larger urban centers shall have complete state of the art infrastructure
acting as hub and the OP centers around such facilities shall act as feeders (spoke) to
feed patients to the hub.
? The company has signed MoU with the following companies to be
included as a subsidiary
o India Home Healthcare Private Limited (Home healthcare service
provider) o Healthway India Private Limited (Pharma marketing company)
? The company has been declared successful resolution applicant for
take-over of Vaasan Medical Center (India) private Limited, a renowned pharma retailer, by
the committee of creditors of that company and is awaiting approval from honble NCLT,
Chennai.
Investment division
The company is in the process of starting an investment division to
mobilize, manage and channelize investments made by the parent company in its subsidiaries
and other projects. This division shall be a separate subsidiary.
Hotels and Resorts
The company has zeroed in on a hotel and resorts company which is
interested to be aggregated with the company and there is a high probability of this
division making a head start with inclusion of it as a subsidiary in the near future.
Electric Vehicles
The Company is also planning to start production of electrical vehicles
in Commercial sector. The Research and Development (R&D) activities have been started
already in the particular division.
There are also several proposals for partnerships with several
businesses which are in various stages of finalisation. With all the above stated plans,
the company is poised for a huge growth story in the coming years.
GOVERNANCE RISKS AND CONCERNS:
Risks and opportunities are inevitable and inseparable components of
all businesses. The Companys performance primarily depends on the performance of the
market which has several growth levers viz., economic growth rate, infrastructure
development, growth in individual segments where the company has presence or plans to
grow. However, the Board of Directors identifies and periodically reviews the various
elements of risk which the company faces and lays out the procedures and measures for
mitigating those 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 issue preferential shares and / or to go for a follow- on IPO in the near future to
take care of funding requirements for growth.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Periodical reviews are being carried out resulting in identification of
deficiencies and formulation of time bound action plans to improve efficiency in the
internal control systems. The adequacy and effectiveness of the internal control systems
is also being periodically reviewed by the Audit Committee of the company. The Company has
internal control policies and procedures commensurate with its size and the nature of its
business.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
PERFORMANCE:
The financial performance of the company during the Financial Year
2021-22 has been discussed in the Directors Report and the audited financial statements,
which has been prepared in accordance with the requirement of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, which discloses a true and
fair view of the performance of the company during the said period.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT,
INCLUDING NUMBER OF PEOPLE EMPLOYED:
The company maintains cordial and harmonious relationship with its
employees and all other stakeholders. The company has implemented all necessary safety
measures and standard operating procedures including physical distancing, sanitization,
fumigation and other health and safety norms / guidelines / directives issued by the
Central and State Governments from time to time to ensure the well-being of its employees
and periodically conducts external audits to identify the deficiencies and to improve the
safety measures.
The company believes in empowering its employees through greater
knowledge, team spirit and developing greater sense of job responsibility. The company
provides job training as well as conducts periodical seminars and managerial programs for
capability development and to build technical expertise among its employees at various
levels. The employees count as at March 31, 2022 is 832.
COMMENTS ON FINANCIAL RATIOS:
Considering that the country was limping back from Covid-19 lockdowns
and the economy was severely impacted due to covid-19 lockdowns, there was a significant
impact in almost all our divisions. This impact is in spite of several cautionary measures
initiated. In spite of this, due to the actions of the management in overcoming the
challenges, opening up of market after the lockdowns and adding multiple other businesses
as subsidiaries, the company has performed very well and surpassed previous best
performances.
PARTICULARS OF EMPLOYEES:
There are no employees who are in receipt of remuneration in excess of
the prescribed limits for the whole Financial Year 2021-22 or a part thereof during the
year.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The company continues to enjoy a cordial relationship with all its
employees. The employee count as on March 31, 2022 is 832.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The company has put in place a policy for prevention of sexual
harassment of women at workplace in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal
complaints committee has been set up to redress complaints received, if any. All employees
(permanent, contractual, temporary and trainees) are covered under this policy. However,
there were no complaints received from any person or employee during the Financial Year
2021-2022.
CORPORATE GOVERNANCE:
A report on corporate governance along with Management Discussion &
Analysis Report (M & DA) as per regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as separate
chapters as part of this report. The company has complied with the conditions relating to
corporate governance as stipulated in clause C of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
AUDIT COMMITTEE:
Audit committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015. The particulars relating to the
composition, meetings and functions of the committee has been disclosed in the Report on
Corporate Governance under the head, Audit committee. The Board has accepted the Audit
committee recommendations during the year whenever required and hence no disclosure is
required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any
recommendations of Audit committee by Board.
WHISTLE BLOWER POLICY:
The company has a whistle blower policy to deal with unethical or
improper practice or violation of companys code of business conduct or any complaints
regarding accounting, auditing, internal controls or disclosure practices of the company.
The policy gives a platform to the whistle blower to report the complaints on the
above-mentioned practices to the chairman of the audit committee. Although the complainant
is not expected to prove the truth of an allegation, the complainant aims to demonstrate
that there are sufficient grounds for concern and is not done as a malicious act against
an individual. The audit committee reviews the complaints received, redressed, objected,
withdrawn and dismissed, if any, for every quarter in their meeting.
CAUTIONARY STATEMENT:
Statements in this report, especially those relating to MD&A giving
details of companys objectives, projections, estimates and expectations may be construed
as "forward looking statements" within the realm of applicable laws and
regulations. Actual results are liable to differ materially from those either expressed or
implied
ACKNOWLEDGEMENT:
The Directors thank the companys customers, vendors, investors,
business associates and bankers for their support to the company. The Directors also wish
to place on record their appreciation of the contributions made by all the employees
towards the growth 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 |
|
+91-9892691696
