Indo US Bio-Tech Ltd Directors Report.

To, The Members,

Indo Us Bio-Tech Limited,

The Board of directors of your Company is pleased in presenting the Fifteenth (15th) Annual Report of your Company together with the Audited Financial Statements (Standalone) for the period ended 31st March, 2019.

FINANCIAL PERFORMANCE:

Particulars Current Year Ended on 31/03/2019 Previous Year Ended on 31/03/2018
Income from operations 35,34,79,981.00 29,44,34,657.00
Other Income 2,63,601.00 21,67,350.00
Depreciation & amortization 24,01,654.00 15,41,297.00
Expenses other than Depreciation 3,74,08,677.00 3,08,88,559.00
Preliminary Exp. Written off 1,44,292.00 1,44,292.00
Net Profit/(Loss) Before Tax 2,81,06,184.00 2,04,04,928.00
Current Tax 43,05,630.00 45,35,734.00
Deffered Tax 29,17,595.00 13,78,161.00
Prior period Tax adjustment 0.00 0.00
Profit/(Loss) After Tax 2,08,82,959.00 1,44,91,033.00
Proposed Dividend 0.00 0.00
Provision for dividend distribution Tax 0.00 0.00
Balance Carried to Balance Sheet 2,08,82,959.00 1,44,91,033.00

DIVIDEND:

In order to conserve resources, Board of Directors of our Company do not recommend any dividend for the y 2018-19.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company has generated total revenue of Rs. 35,37,43,582 as agains 29,66,02,007 during the previous financial year. The net profit after tax for the year under review has bee 2,08,82,959 as against Rs. 1,44,91,033 during the previous financial year. Your Directors are continuously lo for the new avenues for future growth of the Company and expect more growth in future period. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

BOARD OF DIRECTORS:

APPOINTMENT

Mrs. Rita N Kikani was appointed as an Additional Independent Director upto conclusion of next Annual Gen Meeting of the Company, vide Board of Directors meeting held on 1st March, 2019.

CONFIRMATION OF DIRECTOR:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mrs. M Ajudia, Whole Time Director of the Company, shall retire by rotation at this Annual General Meeting and b eligible offers herself for re-appointment. The Members are requested to consider her re-appointment.

RESIGNATION OF DIRECTORS:

Mr. Dhiren V Savaliya, Independent Director of the Company, has resigned from the position of Board & from position of Independent Director of the Company with effect from 7th March, 2019. The Board appreciate valuable services rendered by him during his tenure. Necessary resolutions relating to Directors who are seeking appointment/reappointment are included in the N of Annual General Meeting. The relevant details of the said Directors are given in the Notes/ Annexures t Notice of the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are appointed as independent directors in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015; MR. ANILKUMAR KANJIBHAI PATEL

MRS. RITA N KIKANI

MR. GORDHANBHAI KARSHANBHAI GANGANI

The Company has received requisite declarations/ confirmations from all the above Directors confirming their ndepend

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no subsidiary company, Joint Venture Company or Associate Company.

PUBLIC DEPOSIT:

During the year under review your Company has not accepted deposit form public as envisaged by Chapter V of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant pertaining to conservation of energy, technology absorption are not applicable and hence, not given. Moreover, durin year, the Company has not Foreign Exchange gain.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of limits prescribed under Rule 5 of Companies (Appoint and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY W HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINAN STATEMENTS RELATE AND THE DATE OF THE REPORT:

Ms. Sangeeta Narwani has given resignation from the post of Company Secretary and Compliance Officer of the Com with effect from 9th August, 2019, other than that no other material changes and commitments, affecting the financial pos of the company have occurred and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going con status and companys operations in future.

CHANGES IN SHARES CAPITAL:

I: INCREASE IN AUTHORISED SHARE CAPITAL:

With view to expand its business activities, the company has increased the authorised share capital fro 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty Lakhs only) equity shares of Rs. 10/- (Rupees each to Rs 6,10,00,000 (Six Crore Ten Lakhs Only) equity shares of Rs. 10/- each divided into 61,00,000 (Sixty Lakhs only) equity shares of Rs. 10/- each, rank pari-passu with the existing shares in the company.

II: ISSUE OF BONUS SHARES:

The Company in their Extra-Ordinary General Meeting held on 30th March, 2019 has approved issue of 12,1 Bonus shares of Rs. 10/- each in the ratio of 1 (One) equity shares against 4 (Four) equity share held but allott members of the Company on 26th April, 2019.

III: INITIAL PUBLIC OFFERING OF EQUITY SHARES:

During the year, pursuant to the approval of Members of the company at their Extra- Ordinary General Meeting on 18th January, 2018, the Company has come up with an Initial Public Offer 14,30,000 (Fourteen Lakh T Thousand) Equity Shares Of Company Of Face Value of Rs 10 Each Fully Paid for Cash at a Price Of Rs. 51/- Per E Share (The Issue Price") (Including a Share Premium of Rs 41 Per Equity Share aggregating Rs. 729.30 Lakhs "Issue") By Our Company.

Hence, Company has increased its paid up capital from Rs. 3,42,43,920 consisting of 34,24,392 equity shares 10/- each to Rs. 4,85,43,920 consisting of 48,54,392 equity shares of Rs. 10/- each by way of allotment on 8th 2018 through Initial Public Offer.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for t insurance on all its insurable assets in order to mitigate the risk.

STATUTORY AUDITORS:

M/s. Piyush J Shah & Co., Chartered Accountants, Statutory Auditors of the Company, having firm registration nu 121172W, were appointed as Statutory Auditors at 14th AGM pertaining to the FY 2017-18, held on 28th Septe 2018 for five consecutive years starting from 2018-19. The appointment of Statutory Auditors was made fo consecutive years subject to ratification at each Annual General Meeting of the Company until the conclusi Annual General Meeting to be held in year 2023. As the Companies (Amendment) Bill, 2017, Ministry of Corp Affairs have notified Section 139 & Section 140 on May 07, 2018, and there is no need to ratify appointment of Stat Auditor of the Company in each Annual General Meeting.

AUDITORS REPORT:

The Auditors Report does not contain any adverse remark(s) and hence no comments required. The notes of accounts referred to in audit report are self explanatory and therefore do not require any further comments.

INTERNAL CONTORL SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has proper system of Internal Control and it has also appointed internal auditor to look after the matters of internal control.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Amrish Gandhi & Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31st March, 2019. Secretarial Audit Report is attached to this report as Form MR-3. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self-explanatory and donot call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135, Corporate Social Responsibility activity (CSR Activity) is not applicable to the company.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

COMMITTEES OF THE BOARD:

The Audit Committee.

The Stakeholders relationship Committee. The nomination & remuneration committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review, continued to be cordial.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountant India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statement the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors Certifi regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compul demat form. The Company has established connectivity with both the Depositories i.e. National Securities Deposi Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Compan ISIN: INE250Z01010. Presently all the shares of the company i.e 100% shares are held in electronic mode.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met at regular intervals during the mentioned financial year and in respect of which meet proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained the purpose. The details regarding the meetings of board of directors and the attendance of the directors in the s is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

The Audit Committee duly met at regular intervals during the mentioned financial year and in respect of which meet proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained the purpose. The details regarding the meetings of Audit Committee and the attendance of the directors in the sam mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly met at regular intervals during the mentioned financial year an respect of which meetings proper notices were given and the proceedings were properly recorded and signed in Minutes Book maintained for the purpose. The details regarding the meetings of Nomination and Remunera Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee duly met at regular intervals during the mentioned financial year and in respe of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Bo maintained for the purpose. The details regarding the meetings of Stakeholders Relationship Committee and t attendance of the directors in the same is mentioned in Corporate Governance Report.

DISCLOSURE U NDER THE SEXUAL HARASSMENT O F WOMEN AT WORKPLACE

(Prevention, Prohibition and Redressal Act, 2013):

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has be set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, tempora trainees) are covered under this policy.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Directors Responsibility Statement:- in preparation of the Annual Accounts, the applicable accounting standards had been followed alo with proper explanation relating to material departures; the Directors had selected such Accounting Policies and applied them consistently and made judgmen and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company the end of the financial year and of the profit or loss of the company for that period; the Directors had taken proper and sufficient care for the maintenance of adequate accounting recor for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; the Directors had prepared the Annual Accounts on a going concern basis; and the directors, in the case of a listed company, had laid down internal financial controls to be follow by the company and that such internal financial controls are adequate and were operating effectively. the directors had devised proper system to ensure compliance with the provision of all applicable la and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the period under report, the Company has not provided loans, guarantees and Investments to any person or Body Corporate under section 186 of the Companies Act, 2013

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith as MGT-9 and forming part of the report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit commitee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committees viz. Audit Committee and Nomination & Remuneration Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is uploaded on website of the Company and the link for the same is https://indousagriseeds.com/

FRAUD:

No cases of fraud have been reported by the company during the period under review.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis. Form AOC-2 is annexed as Annexure A to this report, pursuant to Section 188 of the Act. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website https://indousagriseeds.com/.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Companys bankers and customers, vendors and investors for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.

Regd. Office: By Order of the Board
309, Shanti Mall, Satadhar Char Rasta, For, INDO US BIO-TECH LIMITED
Opp. Navrang Tower, Sola Road,
Sola Road, Ahmedabad-380061, Gujarat
Sd/- Sd/-
JAGDISH D AJUDIA MALTIBEN AJUDIA
Chairman and Managing Director Wholetime Director
DIN: 01745951 DIN: 02403878
Date: 30th May, 2019