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Indrayani Biotech Ltd.

BSE: 526445 Sector: Services
NSE: N.A. ISIN Code: INE007C01021
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OPEN 4.00
CLOSE 4.21
VOLUME 12
52-Week high 9.43
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 4.00
Buy Qty 788.00
Sell Price 0.00
Sell Qty 0.00

Indrayani Biotech Ltd. (INDRAYANIBIO) - Director Report

Company director report

To the Members

The Directors present the Twenty Third Annual Report and audited statements of accountsof the Company for the year ended March 31 2015.

FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS Year ended March 31 2015 Year ended March 31 2014
Sales and other income 0.016 0.00
Gross Profit /(Loss) before Depreciation (9.29) (6.81)
Depreciation 0.83 0.17
Profit /(Loss) before Non operative items and Tax (10.11) (6.98)
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 (10.11) (6.98)

STATE OF THE COMPANY'S AFFAIRS

The members are aware that the Company has entered into a Scheme of Arrangementbetween its Members & Unsecured Creditors and pursuant to the Scheme of Arrangementthe equity share capital of the Company would be reduced by 88% conversion of unsecuredloan into the equity shares of the Company demerging the entire business of the Companyinto Indrayani Tissue Culture Pvt. Ltd. merging the YoGoYo Division of WebsourceTechnologies Ltd. into the Company alteration of main objects of the Company andultimately changing the name of the Company.

Accordingly the Company has completed all the procedures in compliance with the Schemeof Arrangement. The Company has also complied with the provisions for the listing ofsecurities with Bombay Stock Exchange Mumbai and had obtained listing permission from theExchange.

The Company is in process to complete the further formalities to commence the tradingof securities over the Stock Exchanges and your Directors are confident that the scenariopost implementation of the Scheme of Arrangement will be satisfactory and will createvalue for the shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

Pursuant to Clause 49 of the Listing Agreement MDA forms part of this report and is asfollows:

A. INDUSTRY STRUCTURE AND DEVELOPMENT:

The Company has discontinued its existing business of bio-technology and is in processto commence the new activity of Travel Technology and Solutions to Travel Industry.

B. FUTURE OUTLOOK:

a) Sales & Marketing:

The Company continues with its existing contacts to develop travel technology businessand deals directly with corporates and institutions.

b) Service Terminals:

The Company shall provide the travel technology services from its registered officesituated at 1133/5 F C Road Shivajinagar Pune - 411 016. The Company is having afull-fledged infrastructure to provide such services.

c) Cost Saving:

The Company continues to focus on reducing the cost of goods sold as well as thenon-product costs.

C. Segment wise Product wise Performance:

The Company continues to operate in a single business segment of Travel Technology andSolutions. Therefore there are no reportable businesses or geographical segments.

D. Internal Control Systems and their adequacy:

The Company has adequate Internal Control system to safeguard all assets of the Companyand detect fraud or irregularities if any. The Internal Control systems are designed toensure reliability in financial records and other records for preparing financialinformation.

E. Risk Management Policy:

The process of identification and evaluation of various risks inherent in the businessenvironment and the operations of the Company and initiation of appropriate measures forprevention and/or mitigation of the same is dealt with by the concerned operational headsunder the overall supervision of the Managing and Whole Time Directors of the Company. TheAudit Committee periodically reviews the adequacy and efficacy of overall risk managementsystem.

F. Material Development in Human Resources:

During the year under report no employees on the rolls of the Company.

G. Financial & Operational Performance:

The Company has not achieved any income due to divesting of its existing business ofbio-technology. The Company is in process of commencing new business of Travel Technologyand Solutions. Hence during the year the Company has not earned any income fromoperations. However your directors are confident to achieve excellent results with thecommencement of new activity.

Corporate Tax: Since the Company has not generated any taxable income for the periodno provision for taxation has 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 torecommend any dividend.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS

The Board of Directors confirm that there are no material changes and commitmentsaffecting the financial position of the company which have occurred between the end of thefinancial 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 Section73 of the Companies Act 2013 and the Rules prescribed there under during the year underreview.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions with related parties were undertaken in the normal course of businessand were at terms and conditions which were not prejudicial to the interest of theCompany. The particulars of contracts or arrangements with related parties are enclosed asAnnexure I to the Board's report in Form AOC-2. The policy on related party transactionshosted 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:

During the financial year Mr. Rajesh Chandrakant Vaishnav Director has been resignedw.e.f. 26th May 2014. Mr. Prakash Bang Managing Director is looking after entirefunctions of the Company.

According to provisions of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Vivek Malpani (DIN 00973701) Director and Mr. Umesh Lahoti (DIN00361216) Director of the Company are liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible have offered themselves for re-appointment asdirectors of the Company. The Board recommends their reappointment.

Brief resume of the Directors proposed for re-appointment/appointment at the ensuingAnnual General Meeting is provided in Annexure A to the Notice convening the AnnualGeneral Meeting.

The Company has duly complied with the provisions of Clause 49 of the Listing Agreementrelating to constitution of the Directors.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isenclosed as Annexure II to the Board's report.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

None of the independent directors are due for re-appointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 5 (Five) Board meetings during the financial year under review.

COMMITTEES OF THE BOARD

Currently the Board has three committees: the Audit Committee Investors'/Shareholders' Grievance Committee Nomination and Remuneration Committee. The role andresponsibilities and composition of the aforesaid committees are mentioned in thecorporate governance report section in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively;

(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Company is in process to appoint Independent Directors in compliance with theprovisions of Section 149 of the Act. The Company will get the disclosures at the time oftheir appointment as Independent Directors that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act 2013 so as to qualify themselves to beappointed as Independent Directors under the provisions of the Companies Act 2013 and therelevant rules.

AUDITORS:

The Statutory Auditors of the company M/s. G V Madane & Co. Chartered AccountantsPune hold office until the conclusion of Twenty Fifth Annual General Meeting to be heldin the year 2017 pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014. The Board of Directors recommends toratify the appointment in the ensuing Annual General Meeting.

The Company has received a letter from M/s. G V Madane & Co. CharteredAccountants Pune a letter to the effect that their appointment as Statutory Auditors ifmade would be within the limits prescribed under Section 139 of the Companies Act 2013.

Members are requested to consider and ratify the appoint of the current StatutoryAuditors M/s. G V Madane & Co. Chartered Accountants Pune as the Statutory Auditorsof the Company for next two financial years i.e. Financial Year 2015-16 and 2016-17;subject to ratification by the members at every Annual General Meeting.

AUDITORS' OBSERVATION:

The statutory Auditors M/s. G V Madane & Co. Chartered Accountants Pune has notmade any qualification/adverse remarks in their Audit Report. The Company has compliedwith all the rules and regulations applicable to the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

SECRETARIAL AUDITOR

M/s. Ravi Sabnis & Associates Practicing Company Secretaries was appointed toconduct the secretarial audit of the Company for the financial year 2014-15 as requiredunder Section 204 of the Companies Act 2013 and Rules there under. The secretarial auditreport for FY 2014-15 forms part of the Annual Report as Annexure III to the Board'sreport.

SECRETARIAL AUDITOR'S REPORT

The observations of the Secretarial Audit report are self explanatory and therefore donot call for any further comments under Section 134 of the Companies Act 2013.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Particulars regarding conservation of energy technology absorption as required undersection 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 2014

(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 andthe certificate from the Company's Statutory Auditors confirming the Compliance ofconditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement isattached as Annexure IV to this report.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure Vand is attached to this Report.

SCHEME OF ARRANGEMENT:

As the members are aware that the Company had obtained the Order of High Court ofJudicature at Bombay sanctioning the Scheme of Arrangement which envisages the permissionto reduce the equity share capital of the Company by 88% conversion of unsecured loaninto the equity shares demerging the entire business into Indrayani Tissue Culture Ltd.merging YoGoYo Division of Websource Technologies Ltd.

alteration in the main objects in the Memorandum of Association of the Company andultimately changing the name of the Company which will be in consonance with new businessactivity of the Company.

Accordingly after complying with the requirements of Stock Exchanges the Company hadobtained the Listing Permission from Bombay Stock Exchange Mumbai to list the reduced andnewly allotted equity shares to the shareholders.

The Company had also forwarded the necessary requirements to the depositories forfurther action and your directors are positive to commence the trading of company'ssecurities over the Stock Exchanges in very near future.

WHISTLE BLOWER POLICY (THE POLICY)

The Company not yet in the operations and there are no employees working in theCompany. The Company will formulate the Whistle Blower Policy once the operations will bestarted.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

LISTING:

The shares of your Company are listed on the Bombay Stock Exchange Mumbai and PuneStock Exchange Pune and the Company has complied with the provisions related to listingagreement with these Exchanges.

E-VOTING

To widen the participation of shareholders in Company decisions the Securities andExchange Board of India has directed top 500 listed companies to provide e-voting facilityto their shareholders from October 2012 onwards in respect of those businesses which aretransacted through postal ballot.

Further as per provision of Section 108 of the Companies Act 2013 and Clause 35B ofthe Listing Agreement also requires a listed Company to provide e-voting facility to itsshareholders in respect of all shareholders' resolutions to be passed at GeneralMeetings. The Company has made necessary arrangements for e-voting to its members inensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 during the year under report no employees on the rolls of the Company.

Due to the heavy losses suffered by the Company Mr. Prakash Bang in consultation withthe Board had offered his services as Chairman and Managing Director without payment ofany salary.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

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

ACKNOWLEDGEMENT:

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Prakash Bang

Managing Director

DIN: 00088837

Date: August 13 2015.

Place: Pune.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014).

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis

a) Name(s) of the related party and nature of relationship -
b) Nature of contracts /arrangements /transactions -
c) Duration of the contracts/arrangements/ transactions -
d) Salient terms of the contracts or arrangements or transactions including the value if any

-

e) Justification for entering into such contracts or arrangements or transactions -
f) Date(s) of approval by the Board -
g) Amount paid as advances if any -
h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 -

2. Details of material contracts or arrangement or transactions at arm's length basis

a) Name(s) of the related party and nature of relationship Quiksel Communications Mr. Prakash Bang (Managing Director)
b) Nature of contracts /arrangements/transactions Service Agreement Loan Agreement (Obtaining loan from MD)
c) Duration of the contracts /arrangements/ transactions Till Revocation Till Revocation
d) Salient terms of the contracts or arrangements or transactions including the value if any As per the agreement. As per the agreement.
e) Date(s) of approval by the Board 30th September 2010 30th September 2010
f) Amount paid as advances if any - -

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Prakash Bang

Managing Director

DIN: 00088837

Date: August 13 2015.

Place: Pune.

INDRAYANI BIOTECH LIMITED NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 49of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means:

i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

ii) Chief Financial Officer;

iii) Company Secretary; and

iv) such other officer as may be prescribed.

"Senior Managerial Personnel" means the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.

Objective:

The objective of the policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director's performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• To devise a policy on Board diversity composition size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to timeand/or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his/her appointment as per Company's Policy.

b) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person issufficient/satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

TERM/TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a ordinaryresolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms of upto maximumof 5 years each but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary. Theevaluation may be decides on the basis of documents (e.g. agenda and minutes) surveyingdirectors through a questionnaire and interviewing directors or any other method shalldecide by the committee.

The chairperson of the Nomination Committee or lead independent director supervises thewhole process interviews individual directors provides feedback to each director andpresents the report before the full board.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director/Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director/Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector/Whole-time Directors.

2) Remuneration to Non- Executive/Independent Directors:

a) The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive/Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive/Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

e) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Directors (other than IndependentDirectors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

b) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Key Managerial Personnel and SeniorManagement.

c) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from timeto time.

Note -

1. Currently company has not paying any remuneration to its ManagingDirector/Whole-time Directors of the company Due to the heavy losses suffered by theCompany).

2. AS there were no employees on the rolls of the Company therefore no remunerationwas paid to any employee hence disclosure under rule (5)(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is not required.

IMPLEMENTATION

• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• The Committee may Delegate any of its powers to one or more of its members.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Prakash Bang

Managing Director

DIN: 00088837

Date: August 13 2015.

Place: Pune.

Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED ON MARCH 31 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Indayani Biotech Limited

CIN : L24231PN1992PLC065801

Regd. Office : 1133/5 F C Road

Opp. Police Grounds

Pune - 411 016.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Indrayani Biotech Limited(hereinafter called the 'Company'). Secretarial Audit was conducted in a manner thatprovided to me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on my verification of the Company 's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 31 2015 has complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Indrayani Biotech Limited for the financial year ended on March 312015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 ('SEBI Act') viz. :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 -

Such rules are not applicable to Company as the Company has not issued any kind ofsecurities under these Rules;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 - Such rules are not applicable to Company as the Company does nothave any listed debt securities.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - Such rules are not applicable to Company as the Company has notdelisted any of its securities; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 - Such rules are not applicable to Company as the Company has not brought backany kind of securities;

(vi) and other applicable laws to the Company : Based on the information and documentsreceived from the Company the Company has divested its business operations from 'BiotechBusiness' to 'Travel and Tourism' business. However during the financial year underaudit the Company has neither commenced its new business activities nor hired anyemployees to work with the Company.

In such a case the allied commercial/industrial/regulatory statues are not applicableto the Company.

I/We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ICSI) : The ICSI has issued Secretarial Standards 1 to 10 with reference to theprovisions of the Companies act 1956 which were recommendatory in nature. However themanagement of the Company have decided to adhere to the Secretarial Standard -1 (Meetingon Board of Directors) and Secretarial Standard - 2 (General Meetings).

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeMumbai and Pune Stock Exchange Pune.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asmentioned below:

1. In respect of appointment of Key Managerial Personnel viz. Chief Finance Officer andCompany Secretary the Company did not appointed those managerial personnel. As perexplanations/representation received from the management the Company is in process ofselecting right candidates for such positions. This is a non-compliance of Section 203of the Companies Act 2013 and relevant clauses in Capital Market Listing Agreement(CMLA).

2. In respect of sending the notices of Annual General Meeting to every member of theCompany : Pursuant to information/documents received by the Company the securities of theCompany are in process of getting listed on the Stock Exchanges and hence the Company wasnot in position to obtain the list of beneficial owners who holds the equity shares withthe Depositories. As a result list of such beneficial owners are not ascertainable andhence the Company had not send the notice of Annual General Meeting for the Financial Yearended March 31 2014. This is a non-compliance of Section 101 and all other alliedSections of the Companies Act 2013 and clauses in CMLA.

3. In respect of holding of Annual General Meeting for the Financial Year ending March31 2014 pursuant to the information/documents received from the management the Companyhad made application with the Registrar of Companies Pune Maharashtra for extension ofAnnual General Meeting for three months. However the Registrar has not granted suchextension as a result the Company had not conducted its Annual General Meeting for thesaid financial year on or before due date. The Company is in process to make theapplication for compounding of offence with respective Authorities. This is anon-compliance of Section 96 of the Companies Act 2013.

4. In respect of filing of Annual Return and Balance Sheet and other relevantdocuments with the Registrar the Company had not filed such documents within theprescribed time. However those are filed after due date after paying of additional feesas prescribed under the Act. Thus may be treated as compliance with the provisions of theAct.

I further report that :

The Board of Directors of the Company at the beginning of the year was dulyconstituted with proper balance of Executive Directors NonExecutive Directors andIndependent Directors. There were some changes in the composition of the Board ofDirectors that took place during the period under review. However with the implementationof the Companies Act 2013 the Company is required to have the composition of the Boardof Directors in compliance with the Act.

As informed by the Company the Company is in process to appoint Independent Directorsin compliance with the provisions of Section 149 of the Act and shall adhere to the otherprovisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the company had :

1. Made the application to the Depositories (NSDL) to credit the shares in electronicmode to the demat account of respective beneficial owners. This was pursuant to the Schemeof Arrangement entered into by the Company and Websource Technologies Limited andIndrayani Tissue Culture Limited and its Creditors vide order passed by the Hon'ble HighCourt of Judicature at Bombay dated June 25 2010.

2. Made the application to Bombay Stock Exchange Mumbai to list its securities (equityshares) pursuant to the Scheme of Arrangement.

For Ravi Sabnis & Associates

Company Secretaries

Sd/-

Ravi Sabnis

Proprietor

Mem. No. : ACS-21213; CP No. : 8151

Unique Code No. : S2009MH110200

Place: Pune.

Date : May 19 2015.

Note : This report is to be read with our letter of even date which is annexed asAnnexure-A and forms an integral part of this report.

Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED ON MARCH 31 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Indayani Biotech Limited

CIN : L24231PN1992PLC065801

Regd. Office : 1133/5 F C Road

Opp. Police Grounds

Pune - 411 016.

Our Secretarial Audit Report of even date is to be read along with this letter.

Management's Responsibility

1. It is the responsibility of the management of the Company to maintain secretarialrecords devise proper systems to ensure compliance with the provisions of all applicablelaws and regulations and to ensure that the systems are adequate and operate effectively.

2. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these secretarial records standardsand procedures followed by the Company with respect to secretarial compliances.

4. We believe that audit evidence and information obtained from the Company'smanagement is adequate and appropriate for us to provide a basis for our opinion.

5. Wherever required we have obtained the management's representation about thecompliance of laws rules and regulations and happening of events etc.

Disclaimer

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Ravi Sabnis & Associates

Compa ny Secreta ries

Sd/-

Ravi Sabnis

Proprietor

Mem. No. : ACS-21213;

CP No. : 8151

Unique Code No. : S2009MH110200

Place: Pune.

Date : May 19 2015.