Indrayani Biotech Ltd.
|BSE: 526445||Sector: Services|
|NSE: N.A.||ISIN Code: INE007C01021|
|BSE 00:00 | 18 Aug||57.45||
|NSE 05:30 | 01 Jan||Indrayani Biotech Ltd|
|Mkt Cap.(Rs cr)||197|
|Mkt Cap.(Rs cr)||196.65|
Indrayani Biotech Ltd. (INDRAYANIBIOTEC) - Director Report
Company director report
Your Company's Directors are pleased to present the 28th Annual Reportof the Company along with Audited Accounts for the Financial Year ended 31st March 2020.
The Company's financial performance for the year ended 31st March 2020is summarized below. Segment wise reporting as per Accounting Standards AS-17 is notapplicable to your Company since your Company is engaged in the activity of singlesegment only.
STATE OF THE COMPANY'S AFFAIRS
The Directors of your company explains in detail the state of currentaffairs of the company.
The board of directors of Indrayani biotech limited -TransfereeCompany at its board meeting held on January 24 2019 approved a draft scheme ofarrangement for the proposed amalgamation of Helios Solutions Limited and A-Diet ExpressHospitality Services Limited as a going concern with effect from April 1 2018 with ourcompany.
The transferor companies are engaged in varied business segments.
Pursuant to the securities and exchange board of India (SEBI) circularCIR/CFD/CMD/16/2015 Read with clause 37 of the SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIRMENTS) 2015 the company has filed application with BSE Limited on 28.02.2019 andreceived suggestions upon verification of the documents submitted. The Management withgreat efforts obtained the in-principle approval on 20th November 2019 from BSE. In theIn-Principle approval BSE had advised there were no adverse observations on the scheme ofarrangement. Upon receipt of the approval the company filed its scheme of arrangementwith Honorable NCLT Chennai on 04th December 2019. Hon'ble NCLT upon receipt of thescheme of arrangement verified and issued order to conduct Court Convened meeting for allthe three companies involved in the scheme of arrangement on 05th February 2020. TheHon'ble 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 werestalled due COVID 19 pandemic. The amalgamation flows would have facilitated betterfinancial position for the company as combined assets; cash flows would have synergizedthe economies of operations. But due to pendency of proceedings caused by Covid 19 theCompany is at present facing financial burden caused by non-availability of funds.
The lockdown and restrictions imposed on various activities due toCovid-19 pandemic while being a necessary measure to contain its spread have also posedunprecedented challenges to all businesses and the business operations of the Company havebeen no exception to this. The magnitude of financial implications caused due to covid 19is unable to be assessed as of now.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):
The Management Discussion and analysis report forms part of the annualreport.
A. FUTURE OUTLOOK:
The Company is in foray of business aggregation and accordingly twounlisted public companies viz . Helios Solutions Limited a pioneer in power electronicsand A diet express hospitality Limited an expert in industrial catering & servicesare in the final stage of amalgamation with Indrayani Biotech Limited. The amalgamationwould give an overall boost to the Company's financial performance and economies ofoperation. Indrayani is also planning to invest in Vadim Infrastructure Private Limited anorganisation providing engineering procurement construction commissioning maintenance& services. The Company has two mega projects in pipeline and would be part ofIndrayani in future.
Indrayani is also venturing into health care to establish a chain ofhospitals 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. TheCompany is also in the process of manufacturing AOP Disinfection chamber using Germantechnology which after validation would be supplied to all hospitals and otherestablishments 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 thereare no reportable businesses or geographical segments.
C. Internal Control Systems and their adequacy:
The Company has adequate Internal Control system to safeguard anddetect fraud or irregularities if any. The Internal Control systems are designed toensure reliability in financial records and other records for preparing financialinformation.
D. Risk Management Policy:
The Board of Directors have identified the possible risks associatedwith its business and commits itself to put in place a Risk Management Framework toaddress the risks involved on an ongoing basis to ensure achievement of the businessobjectives without any interruptions. The company shall optimize the risks involved bymanaging their exposure and bringing them in line with the acceptable risk appetite of thecompany.
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 throughsale of e vehicles and has generated revenue of Rs.5018090. However since there is notaxable 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.
In view of the losses of the Company it is not possible for yourDirectors 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 andcommitments affecting the financial position of the company which have occurred betweenthe end of the financial year to which the Financial Statements relate and the date ofthis report.
The Company has not accepted any deposits from the public within themeaning of Section 73 of the Companies Act 2013 and the Rules prescribed there underduring the year under review.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Corporate Social Responsibility are not applicable tothe Company; therefore the Company has not developed and implemented any initiatives forCorporate Social Responsibility.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013
There were no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year under review and hence thesaid provision is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The transactions with related parties were undertaken in the normalcourse of business and were at terms and conditions which were not prejudicial to theinterest of the Company. The particulars of contracts or arrangements with related partiesare enclosed as Annexure I to the Board's report in Form AOC-2. The policy on relatedparty transactions is hosted on the official website of the Company:
During the financial year the Company is not having any subsidiarycompany. DIRECTORS
Mrs. Lakshmi Prabha Non-Executive Director retires at this AGM andoffers herself for re-election as Director.
The Management comprises of 4 Directors including two Independentdirectors 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 CompanySecretary of the Company w.e.f 01st June 2020
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is enclosed as Annexure II to the Board's report.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates that the Board shall monitor and review the Board evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors.
The evaluation of all the directors and the Board was conducted basedon 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 propernotices were given and the proceedings were properly recorded in the minutes.
COMMITTEES OF THE BOARD
During the year under review the Board has four committees:
1. Audit Committee.
2. Stakeholders Relationship Committee.
4. Independent Directors Committee
The role and responsibilities and composition of the aforesaidcommittees 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 CompaniesAct 2013 the Board hereby submit its responsibility Statement:-
(i) in the preparation of the annual accounts the applicable Indianaccounting standards had been followed along with proper explanation relating to materialdepartures;
(ii) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period;
(iii) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) the directors had prepared the annual accounts on a going concernbasis; and
(v) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;
(vi) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Members are requested to note that M/s. Venkatesh & Co. CharteredAccountants were appointed as Statutory Auditors of the Company for a period of 5 yearsfrom the 26th AGM to 30th AGM. As per Section 139 of Companies Act 2013 the appointmentof Auditors does not require ratification of shareholders.
SECRETARIAL AUDITORS :
Ms. Aishwarya. N. Practicing Company Secretaries (Membership No. ACS51960) was appointed to conduct the secretarial audit of the Company for the financialyear 2019-2020 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY 2019-2020 forms part of the Annual Report asAnnexure III to the Board's report.
COST AUDITOR AND MAINTAINENCE OF COST RECORDS
The business activity of the Company is not covered under rule 3 of TheCompanies (Cost Records and Audit) Rules 2014. Accordingly the maintenance of costrecords under section 148(1) of the Companies Act 2013 is not applicable.
The statutory Auditors M/s. Venkatesh & Co. Chartered Accountantschennai has not made any qualification / adverse remarks in their Audit Report. TheCompany 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 theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.
The Company was a non-operative company and has just started itsoperations in the financial year 2019 - 2020. The Company is yet to start its materialfinancial activities as it is awaiting the final order of Merger petition from Hon'bleNCLT hence the Company has not appointed Internal Auditors for the FY 2019-2020. Howeverthe Company is looking out for appointing Internal Auditors and the same would be effectedin the coming financial year.
DECLARATION BY INDEPENDENT DIRECTORS
The company maintains the requisite number of Independent Directors asrequired under Section 149(4) of the Companies Act 2013 and Regulation 17 of the SEBI(Listing and Disclosure Requirements) Regulations 2015. The Independent Directors havesubmitted the declaration of independence as required under Section 149(7) of theCompanies Act 2013 confirming that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Act.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Particulars regarding conservation of energy technology absorption asrequired under section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) ofCompanies (Accounts) Rules 2014 are not applicable to the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO:
A separate section on Corporate Governance forming part of theDirectors' Report and the certificate from the Company's Statutory Auditors confirming theCompliance of conditions on Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as Annexure IV tothis report.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure V and is attached to this Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
The shares of your Company are listed on the Bombay Stock ExchangeMumbai and the Company has complied with the provisions related to SEBI (LODR) Regulation2015 with the Exchange.
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 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
During the year under report none of employee on the rolls of theCompany fall under the purview of the provisions of Section 197 of the Companies Act 2013read 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 SayeeSundar in consultation with the Board had offered his services as Managing Directorwithout any payment of salary or remuneration.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
During the year under review Company has not received any complaintsor 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 fromDirector
The company has formulated a vigil mechanism for directors andemployees to report any concerns. The Vigil mechanism policy has been formulated and isavailable on the company's website.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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 moreemployees engaged in the company during the financial year is required to set up aninternal complaints Committee to look into the complaints relating to sexual harassment atwork place received from any women employee
At present there is only one woman employee working in theorganization. The motive of the Company is to provide the protection against the Sexualharassment of women employee at the workplace. However the Company is not required to setup internal complaints committee in accordance with section 22 of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013
During the year under review Company has not received any complaintsor no cases have been filed/ pending with the Company.
RELATED PARTY TRANSACTIONS
The related party transactions entered into with related parties are onarm's length basis and in compliance with the applicable provisions of the companies actand the listing agreement. There are no materially significant related party transactionsmade by the company with promoters directors or key managerial personnel etc. which mayhave potential conflict of interest with the interest of the company at large.
During the year under review your company did not accept any depositswithin the meaning of provisions of Chapter V Acceptance of Deposits by the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:
The Board constantly evaluates the contribution of the members andperiodically updates with the shareholders about their reappointment in consistent withapplicable laws. One of the key functions of the Board is to monitor and review the Boardevaluation framework. The evaluation criterion for performance evaluation of independentdirectors has been laid down by the Nomination Committee and the same is annexed to theAnnual Report.
The Independent Directors attend a familiarisation program on beinginducted into the Board. The details of familiarisation programme are provided in theCorporate 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 theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
DEMATERIALIZATION OF EQUITY SHARES
As at 31st March 2020 3342284 shares representing 91.72% of paid upcapital have been dematerialized. The shareholders holding shares in physical form areadvised to dematerialize their equity shares to avoid the risks associated with holdingthe share certificates in physical form
ISSUE OF SHARES
The Company has not issued and allotted any kinds of securities duringthe year. ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation for thepositive co-operation received from its customers suppliers bankers and Government ofIndia and look forward for their continuous support in coming years.