Indrayani Biotech Ltd Directors Report.

To

The Members,

Your Companys Directors are pleased to present the 28th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2020.

FINANCIAL RESULTS:

The Companys financial performance for the year ended 31st March 2020 is summarized below. Segment wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

PARTICULARS Year ended March 31, 2020 (Rs.) Year ended March 31, 2019 (Rs.)
Sales and other income 50,18,090 16,11,054
Gross Profit /(Loss) before Depreciation (20,55,235) (5,39,266)
Depreciation 0.00 0.00
Profit /(Loss) before Non operative items and Tax (20,55,235) (5,39,266)
Extraordinary items 0.00 0.00
Less : Provision for Taxation 0.00 0.00
Prior Period Items 0.00 0.00
Profit /(Loss) after Non operative items and Tax (20,55,235) (5,39,266)

STATE OF THE COMPANYS AFFAIRS

The Directors of your company explains in detail the state of current affairs of the company.

1. MERGER

The board of directors of Indrayani biotech limited -Transferee Company, at its board meeting held on January 24, 2019 approved a draft scheme of arrangement for the proposed amalgamation of Helios Solutions Limited and A-Diet Express Hospitality Services Limited as a going concern with effect from April 1, 2018 with our company.

The transferor companies are engaged in varied business segments.

Pursuant to the securities and exchange board of India (SEBI) circular CIR/CFD/CMD/16/2015 Read with clause 37 of the SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIRMENTS), 2015, the company has filed application with BSE Limited on 28.02.2019 and received suggestions upon verification of the documents submitted. The Management with great efforts obtained the in-principle approval on 20th November 2019 from BSE. In the In-Principle approval, BSE had advised there were no adverse observations on the scheme of arrangement. Upon receipt of the approval, the company filed its scheme of arrangement with Honorable NCLT, Chennai on 04th December 2019. Honble NCLT upon receipt of the scheme of arrangement verified and issued order to conduct Court Convened meeting for all the three companies involved in the scheme of arrangement on 05th February 2020. The Honble NCLT, Chennai has after the final hearing reserved the order of merger.

MATERIAL IMPACT DUE TO COVID 19

The merger proceedings in National Company Law Tribunal, Chennai were stalled due COVID 19 pandemic. The amalgamation flows would have facilitated better financial position for the company as combined assets; cash flows would have synergized the economies of operations. But due to pendency of proceedings caused by Covid 19, the Company is at present facing financial burden caused by non-availability of funds.

The lockdown and restrictions imposed on various activities due to Covid-19 pandemic, while being a necessary measure to contain its spread, have also posed unprecedented challenges to all businesses and the business operations of the Company have been no exception to this. The magnitude of financial implications caused due to covid 19 is unable to be assessed as of now.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

The Management Discussion and analysis report forms part of the annual report.

A. FUTURE OUTLOOK:

The Company is in foray of business aggregation and accordingly two unlisted public companies viz . Helios Solutions Limited, a pioneer in power electronics and A diet express hospitality Limited, an expert in industrial catering & services are in the final stage of amalgamation with Indrayani Biotech Limited. The amalgamation would give an overall boost to the Companys financial performance and economies of operation. Indrayani is also planning to invest in Vadim Infrastructure Private Limited an organisation providing engineering, procurement ,construction , commissioning, maintenance & services. The Company has two mega projects in pipeline and would be part of Indrayani in future.

Indrayani is also venturing into health care to establish a chain of hospitals in the peripheries of cities pan India for performing cataract surgeries & other eye care services at minimal cost to cater to all the sections of the society. The Company is also in the process of manufacturing AOP Disinfection chamber using German technology which after validation would be supplied to all hospitals and other establishments where there is a reasonable turnaround of people.

B. Segment wise, Product wise Performance:

Till date the Company is in a single business segment. Therefore, there are no reportable businesses or geographical segments.

C. Internal Control Systems and their adequacy:

The Company has adequate Internal Control system to safeguard and detect fraud or irregularities, if any. The Internal Control systems are designed to ensure reliability in financial records and other records for preparing financial information.

D. Risk Management Policy:

The Board of Directors have identified the possible risks associated with its business and commits itself to put in place a Risk Management Framework to address the risks involved on an ongoing basis to ensure achievement of the business objectives without any interruptions. The company shall optimize the risks involved by managing their exposure and bringing them in line with the acceptable risk appetite of the company.

E. Material Development in Human Resources:

Due to non-operations there was no material change.

F. Financial & Operational Performance:

The Company has started its operations in the year 2018 - 2019 through sale of e vehicles and has generated revenue of Rs.50,18,090. However since there is no taxable income, the provision of corporate tax has not been made in the books of accounts.

AMOUNT TO BE TRANSFERRED TO RESERVE

No amount is proposed to be transferred to any reserve.

DIVIDEND

In view of the losses of the Company, it is not possible for your Directors to recommend any dividend.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS

The Board of Directors confirm that there are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, and the Rules prescribed there under during the year under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Corporate Social Responsibility are not applicable to the Company; therefore the Company has not developed and implemented any initiatives for Corporate Social Responsibility.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions with related parties were undertaken in the normal course of business and were at terms and conditions, which were not prejudicial to the interest of the Company. The particulars of contracts or arrangements with related parties are enclosed as Annexure I to the Boards report in Form AOC-2. The policy on related party transactions is hosted on the official website of the Company:

www.indrayani.com

SUBSIDIARY COMPANY

During the financial year the Company is not having any subsidiary company. DIRECTORS

Mrs. Lakshmi Prabha Non-Executive Director retires at this AGM and offers herself for re-election as Director.

The Management comprises of 4 Directors including two Independent directors, 1 Managing Director and 1 Women Director.

Mr. Seenuvasan is the Chief Financial Officer of the Company

Mrs. Roopa Ravikumar is appointed as the Compliance Officer cum Company Secretary of the Company w.e.f 01st June 2020

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is enclosed as Annexure II to the Boards report.

BOARD EVALUATION

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

The evaluation of all the directors and the Board was conducted based on the criteria and framework adopted by the Board.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met 07 times, in respect of which proper notices were given and the proceedings were properly recorded in the minutes.

No of meetings held and attended Mr.K.S Vaidyanathan Mr.K. Kasiraman Sayee Sundar Mr. Ranganathan Mrs. Lakshmi Prabha
03.04.2019 Present Present Present Present
25.04.2019 Present Present Present Present
30.05.2019 Present Present Present Present
10.08.2019 Present Present Present Present
14.11.2019 Present Present Present Present
12.02.2020 Present Present Present Present
26.03.2020 Present Present Present Present

COMMITTEES OF THE BOARD

During the year under review, the Board has four committees:

1. Audit Committee.

2. Stakeholders Relationship Committee.

3. Nomination and Remuneration Committee.

4. Independent Directors Committee

The role and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

(i) in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and 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 loss 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; and

(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;

(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.

STATUTORY AUDITORS:

Members are requested to note that M/s. Venkatesh & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for a period of 5 years from the 26th AGM to 30th AGM. As per Section 139 of Companies Act, 2013 the appointment of Auditors does not require ratification of shareholders.

SECRETARIAL AUDITORS :

Ms. Aishwarya. N., Practicing Company Secretaries (Membership No. ACS 51960) was appointed to conduct the secretarial audit of the Company for the financial year 2019-2020, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2019-2020 forms part of the Annual Report as Annexure III to the Boards report.

COST AUDITOR AND MAINTAINENCE OF COST RECORDS

The business activity of the Company is not covered under rule 3 of The Companies (Cost Records and Audit) Rules, 2014. Accordingly, the maintenance of cost records under section 148(1) of the Companies Act, 2013 is not applicable.

AUDITORS OBSERVATION:

The statutory Auditors M/s. Venkatesh & Co., Chartered Accountants, chennai, has not made any qualification / adverse remarks in their Audit Report. The Company has complied with all the rules and regulations applicable to the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company was a non-operative company and has just started its operations in the financial year 2019 - 2020. The Company is yet to start its material financial activities as it is awaiting the final order of Merger petition from Honble NCLT, hence the Company has not appointed Internal Auditors for the FY 2019-2020. However, the Company is looking out for appointing Internal Auditors and the same would be effected in the coming financial year.

DECLARATION BY INDEPENDENT DIRECTORS

The company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing and Disclosure Requirements) Regulations, 2015. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Particulars regarding conservation of energy, technology absorption as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

PARTICULARS For the year ended as on 31st March 2020 Rs. For the year ended as on 31st March 2019 Rs.
(A) Total Foreign Exchange earned Nil Nil
(B) Total Foreign Exchange used Nil Nil

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Statutory Auditors confirming the Compliance of conditions on Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure IV to this report.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure V and is attached to this Report.

SIGNIFICANT AND MATERIAL ORDERS

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

LISTING

The shares of your Company are listed on the Bombay Stock Exchange, Mumbai and the Company has complied with the provisions related to SEBI (LODR) Regulation 2015 with the Exchange.

E-VOTING

As per provision of Section 108 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 requires a listed Company to provide e-voting facility to its shareholders, in respect of all shareholders resolutions, to be passed at General Meetings. The Company has made necessary arrangements for e-voting to its members in ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

During the year under report, none of employee on the rolls of the Company fall under the purview of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 as amended, therefore no disclosure is required to be made.

Due to the heavy losses suffered by the Company, Mr. Kasiraman Sayee Sundar in consultation with the Board had offered his services as Managing Director without any payment of salary or remuneration.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, Company has not received any complaints or no cases have been filed/pending with the Company.

UNSECURED LOANS FROM DIRECTORS

As on 31st March 2020, the following amount is shown as borrowings from Director

Sr. No.
  • Name
  • Designation
Amount
1.
  • Mr. Kasiraman Sayee Sundar
  • Managing Director
69,17,778

VIGIL MECHANISM

The company has formulated a vigil mechanism for directors and employees to report any concerns. The Vigil mechanism policy has been formulated and is available on the companys website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 every company having 10 or more employees engaged in the company during the financial year is required to set up an internal complaints Committee to look into the complaints relating to sexual harassment at work place received from any women employee

At present, there is only one woman employee working in the organization. The motive of the Company is to provide the protection against the Sexual harassment of women employee at the workplace. However the Company is not required to set up internal complaints committee in accordance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, Company has not received any complaints, or no cases have been filed/ pending with the Company.

RELATED PARTY TRANSACTIONS

The related party transactions entered into with related parties are on arms length basis and in compliance with the applicable provisions of the companies act and the listing agreement. There are no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict of interest with the interest of the company at large.

PUBLIC DEPOSITS

During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:

The Board constantly evaluates the contribution of the members and periodically updates with the shareholders about their reappointment in consistent with applicable laws. One of the key functions of the Board is to monitor and review the Board evaluation framework. The evaluation criterion for performance evaluation of independent directors has been laid down by the Nomination Committee and the same is annexed to the Annual Report.

FAMILIARISATION PROGRAMMES

The Independent Directors attend a familiarisation program on being inducted into the Board. The details of familiarisation programme are provided in the Corporate Governance Report and available on the website of the Company. - www.indrayani.com

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DEMATERIALIZATION OF EQUITY SHARES

As at 31st March 2020, 33,42,284 shares representing 91.72% of paid up capital have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their equity shares to avoid the risks associated with holding the share certificates in physical form

ISSUE OF SHARES

The Company has not issued and allotted any kinds of securities during the year. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the positive co-operation received from its customers, suppliers, bankers and Government of India and look forward for their continuous support in coming years.

FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS
Sd/-
Kasiraman Sayee Sundar
Managing Director
DIN: 01295584
Date: 01.08.2020
Place: Chennai.