|
To
The Members of Indrayani Biotech Limited.
Your directors are pleased to present the Thirty Third (33rd) Annual
Report of the Company together with the Audited Financial Statements (Standalone and
Consolidated) for the year ended 31st March, 2025.
In compliance with the applicable provisions of Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s) thereof, for time being in
force) ("Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this report covers the financial results and other developments during
the Financial Year ended 31st March, 2025 in respect of Indrayani Biotech Limited
("the Company").
1. State of Company's Affairs:
Financial Highlights:
The financial performance for the Financial Year (FY) 2024-25 is
summarised in the following table:
(Rs. in Lakhs)
| PARTICULARS |
CONSOLIDATED |
STANDALONE |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Gross Income |
13,335.43 |
16,744.06 |
4,128.51 |
6,594.22 |
| Earnings Before Interest, Tax, Depreciation
and Amortization (EBITDA) |
938.73 |
2,465.75 |
899.22 |
928.43 |
| Finance cost |
1,176.27 |
988.25 |
732.10 |
482.76 |
| Depreciation |
336.81 |
380.06 |
102.49 |
144.76 |
| Net Profit before Tax |
(574.35) |
1,097.44 |
64.63 |
300.91 |
| Provision for Taxation |
36.4 |
55.19 |
(80.00) |
155.17 |
| Net Profit /(Loss) after Tax |
(610.75) |
1,042.24 |
144.63 |
145.74 |
2. Review of Business Operations:
Consolidated:
The total Consolidated income of the Company during the FY 2024-25 was
Rs. 13,335.43 Lakhs reflecting a decrease of Rs. 3,408.63 Lakhs, which is down by 20.36%
compared to the previous FY. The Net Profit after Tax was Rs. (610.75 Lakhs) which is down
by 158.6% against Rs. 1,042.24 Lakhs in the previous FY.
Standalone:
The total Standalone income of the Company during the FY 2024-25 was
Rs. 4,128.51 Lakhs for the year reflecting a decrease of Rs. 2,465.71 Lakhs which is down
by 37.39% over the previous FY. The Net Profit after Tax was Rs. 144.63 Lakhs, which is
down by 0.76% against Rs. 145.74 Lakhs in the previous FY. The company is continuously
taking steps to reduce operating costs and to bring in higher efficiencies.
Business Outlook:
The Company is also exploring opportunities to widen its footprints and
in the process of doing a few more acquisitions through its subsidiaries. The company's
expansion plan is designed to capitalize on strategic opportunities for growth, enhance
market presence and maximize shareholder value. The company also strives for organic
growth within the companies acquired in the past and enabling unlocking value of those
organisations. This plan outlines the company's targeted approach to geographical and
market expansion, supported by prudent financial management and a commitment to
maintaining operational excellence.
The Company continues to maintain excellent record on Employees health
and safety at all factory locations and has received a token of appreciation from its
clients. The Company's management is making sincere efforts to further improve the
operations of the Company and record better performance over the coming years.
3. Report on Performance of Subsidiaries,
Associates or Joint Venture Companies:
As on date of this report, the company has the following 13
subsidiaries (including step down subsidiaries and associate companies):
IBL HEALTHCARE LIMITED
o IBL THIRUVANAMALAI LLP o IBL LAKSHA HOSPITALS LLP o HEALTHWAY INDIA
PRIVATE LIMITED o KNISS LABORATORIES PRIVATE LIMITED o VAASAN MEDICAL (INDIA) PRIVATE
LIMITED
HSL AGRI SOLUTIONS LIMITED
o DILASA AGRO PROCESSORS PRIVATE LIMITED
HSLPRIME PROPERTIES PRIVATE LIMITED
DINDIGUL FARM PRODUCT LIMITED
IBL INVESTMENTS LIMITED
IBL SOCIAL FOUNDATION
MATRIX BOILERS PRIVATE LIMITED
Dindigul Farm Product Limited, our Material subsidiary, became a public
company on 27th December 2023, offered shares in SME-IPO and became a listed company at
BSE SME on 27th June 2024.
However, the Board of Directors of the Company, has approved a proposal
for disinvestment of the Company's shareholding in Dindigul Farm Product Limited, either
partially or entirely, subject to applicable regulatory approvals and market conditions
and a resolution proposing the same has been included in the Notice.
The proposed disinvestment is in line with the Company's strategic
objective to re-align its business portfolio, unlock value, and strengthen the balance
sheet. The proceeds from the disinvestment may be utilized for reducing debt, funding core
business operations, or for other strategic initiatives as may be determined by the Board
from time to time.
In addition to the above, currently, our Company which is classified as
a "promoter" in Dindigul Farm Product Limited seeks to reclassify itself as a
"public" shareholder under Regulation 31A of SEBI (LODR) Regulations, 2015 and a
resolution proposing the same is also included in the Notice above.
During the year under review, our subsidiary, HSL Agri Solutions
Limited, had acquired 100% shares in Dilasa Agro Processors Private Limited, making it our
step-down subsidiary.
The statement pursuant to section 129(3) of the Companies Act, 2013
containing the salient features of the financial statements of subsidiary companies forms
part of this annual report in Form AOC-1 and is annexed as Annexure-I. The Board has
approved a policy for determining material subsidiaries which is available on the
company's website www.indrayani.com
4. Change in the Nature of Business:
The company is primarily operating in the tri-segment viz., Foods &
Hospitality, Engineering and Healthcare divisions post the scheme of amalgamation. In the
FY 2021-22 the company also entered into newer divisions viz., Infrastructure, Agri and
Biotech divisions. Further, during the FY 2022-2023, the company has included an object
clause to carry on the operations and business of High-tech and / or customary agriculture
and stepped into newer divisions viz., Dairy division and Verticals of Healthcare.
Accordingly, the Company has amended its object clause of its Memorandum of Association in
its Annual General Meeting held on 30.09.2022. Hence the company has a diversified
business model and changes happen due to addition of new business or unlocking value in
existing business.
The company will continue to adapt to the evolving needs of the
business and keep changing as and when opportunity or need arises in the best interest of
creating value to our shareholders.
5. Transfer to Reserves:
During the year under review, the company has transferred an amount of
Rs. 144.63 Lakhs to the General Reserves and an amount of Rs. (209.09) Lakhs (including
the comprehensive income and previous year closing balance of Rs. (353.72) Lakhs) has been
retained under deficit in the statement of Profit and Loss.
6. Dividend:
No dividend was declared for the current Financial Year due to
conservation of profits and continued investment in the business made by the company.
7. Transfer of unclaimed dividend to Investor
Education and Protection Fund:
During the year under review, there was no unpaid / unclaimed dividend
to be transferred to IEPF Account.
8. Share Capital:
The Company had passed a Special Resolution at the 32nd AGM held on
22nd August 2024, increasing the Authorized Share Capital to Rs. 75,00,00,000/- (Rupees
Seventy-Five Crores Only) divided into 7,50,00,000 (Seven Crore and Fifty Lakhs) equity
shares of Rs. 10/- (Rupees Ten) each.
The Board, at its meeting held on 30th August 2025 decided that, due to
prevailing market conditions and financial obligations, decided to rescind the resolution
passed at the Annual General Meeting. Hence a resolution proposing the rescindment has
been set forth in Item no.5 of the Notice of this Annual General Meeting.
Further, the Company is proposing to increase the Authorised Capital
from Rs. 65,00,00,000/- to Rs. 85,00,00,000/- (Consisting of an 8,50,00,000 equity shares
of Rs. 10/- each) and presented a Special Resolution seeking approval of the shareholders
in Item no. 6 of the Notice of this Annual General Meeting, to enable the proposed Rights
Issue of shares.
During the year under review, the Paid-up capital of the company is Rs.
45,53,62,560/- (4,55,36,256 Equity shares of Rs. 10/- each.
Rights issue:
The Board of Directors of the Company at their Meeting held on 14th
November, 2024 had approved raising of funds by way of offer, issue and allotment of
Partly Paid-up Equity shares of Face Value of INR 10/- each to the existing Equity
shareholders of the Company on Rights Basis ("Rights Issue"), at such price and
Rights Entitlement Ratio as may be decided by the Board of Directors or the Rights Issue
Committee of the Board, to the eligible Equity shareholders of the Company, as on the
Record Date, for an amount aggregating up to INR 49.90 crores (Rupees forty nine crores
and ninety lakhs only).
In alignment with our strategic capital-raising initiatives, the
Company has submitted an Application to the Stock Exchange, seeking In-principle Approval
for the proposed Rights Issue of Partly Paid-up Equity shares.
Subsequently, the Draft Letter of Offer has been filed with the stock
exchange in accordance with Regulation 71 of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018. The Company is currently awaiting the In-principle
Approval, which is a prerequisite for proceeding with the Rights Issue. Upon receipt of
the approval, the Company will undertake the necessary steps to open the issue for
subscription, ensuring compliance with all applicable regulatory requirements.
9. Deposits:
The Company has neither accepted any deposits from its members nor has
any unclaimed deposits during the year ended March 31, 2025. Accordingly, provisions of
acceptance of deposits under Sections 73 to 76 of Companies Act, 2013 are not applicable
to the Company.
10. Material changes and commitments, if any, affecting the financial
position of the company occurred between the end of the Financial Year to which these
financial statements relate and the date of the report:
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial
Year of the Company to which the financial statements relate and the date of the report.
The annual accounts of the subsidiary companies are available on the
website of the company www.indrayani.com and kept for inspection by the shareholders at
the registered office during normal business hours of the company. The company shall
provide the copy of the annual accounts of subsidiary companies to the shareholders upon
their request.
11. Management Discussion and Analysis Report:
Pursuant to Schedule V of Listing Regulations "Management
Discussion and Analysis Report" is given separately and forms part of this Report.
12. Statement on Risk Management:
The Board identifies and reviews the various elements of risk which the
company has to face and laid out the procedures and measures for mitigating those risks.
The elements of risk threatening the company's existence are very minimal. The company
does not face any risks other than those that are prevalent in the industry and has taken
all possible steps to overcome such risks.
The main concern is availability of funds for capital investments on
infrastructure and working capital for various divisions of the company. The company is
liaising with funders who can invest in the company divisions and also deliberating plans
to raise funds through various available sources to take care of funding requirements for
growth.
13. Vigil Mechanism:
In accordance with section 177(9) and (10) of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a Vigil
Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all
employees to report to the management, grievances about the unethical behaviour or any
suspected fraud. The policy is available at the website of the company www.indrayani.com.
14. Copy of Annual Return:
As per the requirements of Section 92(3), 134(3)(a) and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014 (as amended), a copy of Annual
Return in the prescribed Form MGT- 7 for the Financial Year ended March 31, 2025 will be
placed on the company's website www.indrayani.com post filing the form with the Registrar
of Companies.
15. Corporate Social Responsibility:
The provisions of the Companies Act, 2013 relating to Corporate Social
Responsibility were not applicable to the Company for FY 2024-25.
16. Directors and Key Managerial Personnel:
The Board of the Company is duly constituted. None of the directors of
the Company are disqualified under the provisions of the Act or the Listing Regulations.
17. Composition of Board of Directors and Key
Managerial Personnel:
As on the date of this report, the following are the Directors and Key
Managerial Personnel of the Company:
| S.No Name |
Designation |
| 1 Mr. Kasiraman Sayee Sundar |
Managing Director |
| 2 Mr. Swaminathan |
Wholetime Director |
| 3 Mr. Singarababu Indirakumar |
Wholetime Director |
| 4 Mr. Muthukrishnan Ramesh |
Wholetime Director |
| 5 Mr. Kannimangalam Subramanyan Vaidyanathan |
Independent Director |
| 6 Mr. Nangavaram Mahadevan Ranganathan |
Independent Director |
| 7 Mrs. Bokara Nagarajan Padmaja Priyadarshini |
Independent Director |
| 8 Mrs. Lakshmiprabha Kasiraman |
Non-Executive Director |
| 9 Mr. Dhinakaran Rajagopal |
Chief Financial Officer |
Change in the Constitution of Key Managerial
Personnel:
Mr. Vinayaka Bodala, Chief Financial Officer, has resigned with effect
from 3rd April 2025 and Mr. Dhinakaran Rajagopal, has been appointed as the Chief
Financial Officer with effect from 4th April 2025 and Mr. V. Santhanakrishnan Company
Secretary and Compliance Officer, has resigned with effect from 11th June, 2025.
Change in the Constitution of Board of Directors:
There has been no change in the constitution of Board of Directors
during the year under review. Retire by Rotation:
Mr. Kasiraman Sayee Sundar, Director (DIN: 01295584), Mr. Singarababu
Indirakumar, Director (DIN: 00892351) and Mr. Muthukrishnan Ramesh (DIN: 01016291) retire
by rotation in the ensuing Annual General Meeting and being eligible, offers themselves
for reappointment. The directors recommend their reappointment.
Necessary Disclosures:
During the Financial Year under review, the Board of Directors and the
Key Managerial Personnel of the Company have made necessary disclosures to the Company, as
made applicable in accordance with the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (SEBI) regulations.
18. Declaration from Independent Directors:
The company has received declarations from all the Independent
Directors of the company confirming that they meet the criteria of independence as
prescribed both under section 149(6) of the Companies Act, 2013 and regulation 16(1) (b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
declarations under Rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014 from all the Independent Directors.
A separate meeting of the Independent Directors was held on February
27, 2025.
To review the performances of Non-independent Directors and
Executive Directors
To assess the quality, quantity and timeliness of flow of
Information
19. Board and Committee meetings conducted during
the period under review:
During the Financial Year ended 31st March, 2025, the Company held 7
(Seven) meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The
provisions of Companies Act, 2013 were adhered to while considering the time gap between
two meetings.
The Board meetings were held on
03-05-2024
30-05-2024
27-07-2024
14-08-2024
14-11-2024
14-02-2025
27-02-2025
As per the requirements of the Act and Listing Regulations, the
following committees were constituted and the composition, meeting of committees held
during the year are as follows
| AUDIT COMMITTEE |
Mr. Nangavaram Mahadevan Ranganathan,
Chairman |
|
Mr. Kannimangalam Subramanyan Vaidyanathan,
Member |
|
Mr. Swaminathan, Member |
|
Dr. Bokara Nagarajan Padmaja Priyadarshini,
Member |
| NOMINATION AND REMUNERATION |
Dr. Bokara Nagarajan Padmaja Priyadarshini,
Chairperson |
| COMMITTEE |
Mr. Kannimangalam Subramanyan Vaidyanathan,
Member |
|
Mrs. Lakshmiprabha Kasiraman, Member |
|
N='LEFT'>Mr. Nangavaram Mahadevan Ranganathan, Member |
| STAKEHOLDERS RELATIONSHIP |
Mr. Nangavaram Mahadevan Ranganathan,
Chairman |
| COMMITTEE |
Mr. Kannimangalam Subramanyan Vaidyanathan,
Member |
|
Mrs. Lakshmiprabha Kasiraman, Member |
|
Dr. Bokara Nagarajan Padmaja Priyadarshini,
Member |
| ALLOTMENT COMMITTEE |
Mr. Nangavaram Mahadevan Ranganathan,
Chairman |
|
Mr. Swaminathan, Member |
|
Mr. Singarababu Indirakumar, Member |
|
Dr. Bokara Nagarajan Padmaja Priyadarshini,
Member |
| RIGHTS ISSUE COMMITTEE |
Mr. Nangavaram Mahadevan Ranganathan,
Chairman |
|
Mr. Kannimangalam Subramanyan Vaidyanathan,
Member |
|
Mr. Kasiraman Sayee Sundar, Member |
During the year under meeting of committees held are as follows:
Six (6) meetings of the Audit Committee;
One (1) meeting of the Nomination and Remuneration Committee;
Sixteen (16) meetings of the Stakeholders Relationship
Committee; and
One (1) meeting of the Independent Directors
There were no Meeting held for Allotment Committee as there was no
instance requiring such Meeting. Rights Issue Committee was constituted at the Board
Meeting held on 14th November, 2024 and the Committee did not have any Meeting during the
FY 2024-25.
Further details of the same have been enumerated in the Corporate
Governance Report section.
20. Directors' Responsibility Statement:
Pursuant to the requirement of section 134(5) of the Companies Act,
2013 with respect to Directors Responsibility Statement, the Board hereby confirms that:
i. In the preparation of the annual accounts, the applicable accounting
standards had been followed and there were no material departures from those standards;
ii. The Directors had selected such accounting policies, applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view (1) of the state of affairs of the company at the end of the
Financial Year and (2) of the profit 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;
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; and
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.
21. Statement regarding opinion of the board with
regard to integrity, expertise:
The Board of Directors have evaluated the Independent Directors during
the FY 2024-25 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
22. Company's policy relating to Directors'
appointment, payment of remuneration and other matters provided under Section 178(3) of
the Companies Act, 2013:
The Board, on the recommendation of the Nomination and Remuneration
Committee, had framed a policy which inter alia provides the criteria for selection and
appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their
performance and the remuneration payable to them. The criteria for determining
qualifications, positive attributes and independence of Directors have been stated in the
Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company
is available in the website of the Company at www.indrayani.com.
23. Annual evaluation of the Board on its own
performance and of the individual directors:
The Companies Act and Listing Regulations contain provisions on
evaluation of the performance of the Board and its Committees as a whole and Directors
including Independent Directors, Non-Independent Directors and Chairperson individually.
In pursuant thereof, annual evaluation of performance of the Board, working of its
committees, contribution and impact of individual directors has been carried out for peer
evaluation on various parameters.
On the advice of the Board of Directors, the Nomination and
Remuneration Committee has formulated the criteria for evaluating the performance of the
Board of Directors & its committees, Independent Directors, Non-Independent Directors,
the Chairman and the Managing Director. Based on that, performance evaluation of the
Board, Committees of the Board and every Individual Directors including the Independent
Directors of the Company has been undertaken. The Independent Directors of the company
have also convened a separate meeting for this purpose. The results of the performance
evaluation have been communicated to the concerned.
24. Particulars of loans, guarantees or
investments made under Section 186 of the Companies Act, 2013:
Details of loans given, investments made, guarantees given and
securities provided pursuant to the provisions of section 186 of the Companies Act, 2013
is given in the notes to financial statements.
25. Particulars of contracts or arrangements made
with related parties:
All transactions entered into with related parties as defined under the
Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the Financial Year 2024-25 were in the ordinary
course of business and at arm's length pricing basis. The Form AOC-2 with details of all
related party transactions is provided as Annexure-II of this report and as part of notes
to the financial statements.
Further, the Board of Directors has identified that there are material
related party transactions proposed to be entered with subsidiaries, which are more than
10% of the consolidated turnover. Hence, such transactions are requiring approval Special
Resolution to be passed by the shareholders and are presented in Item no. 11 to 16 of
Notice of this Annual General Meeting.
26. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo:
Conservation of energy is of utmost significance to the Company. The
operations of the Company are not energy-intensive. However, every effort is made to
ensure optimum use of energy by using energy- efficient computers, processes and other
office equipment. Constant efforts are made through regular / preventive maintenance and
upkeep of existing electrical equipment to minimize breakdowns and loss of energy. The
Company is continuously making efforts for induction of innovative technologies and
techniques required for the business activities.
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under section 134(3) (m) of
the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure-III of this report.
27. Details of significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company's operation in future:
There were no significant or material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in
future.
28. Details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year:
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
29. Details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof:
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement with the banks or financial institutions during the
year under review.
30. Disclosure regarding the maintenance of Cost
Records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013:
The Company is not required to maintain any Cost Records as specified
by the Central Government under Section 148(1) of the Companies Act, 2013.
31. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has always believed in providing a safe and harassment free
workplace for every individual working in the company's premises through various
interventions and practices. The organization has implemented a policy aimed at preventing
sexual harassment of women in the workplace, in accordance with the guidelines outlined in
the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) PoSH
Act of 2013. As part of this initiative, an internal committee has been established to
effectively address any complaints that may arise. This policy extends its coverage to all
types of employees, including permanent, contractual, temporary, and trainees. The
established committee is fully operational and dedicated to addressing employee
grievances.
During the year ended 31st March, 2025, no complaints were received
pertaining to sexual harassment.
| Category |
FY 2024-2025 |
FY 2023-2024 |
| Total Complaints reported under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) |
Nil |
Nil |
| Complaints on PoSH as a % of female
employees/Worker |
Nil |
Nil |
| Complaints on PoSH upheld |
Nil |
Nil |
32. Statutory Auditors:
The Shareholders, at the 31st Annual General Meeting held on 20th
September, 2023, had appointed, M/s Venkatesh & Co, (FRN 004636S) Chartered
Accountants, Chennai, as the Statutory Auditors of the Company for a period of 5 (Five)
consecutive Financial Years, from the conclusion of the 31st Annual General Meeting until
the conclusion of the 36th Annual General Meeting of the Company to be held in the year
2028.
33. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of directors has appointed Mr. Krishnamurthi Ravichandran, (ACS No: 12838,
CP No: 3207) Company Secretary in Practice, as the Secretarial Auditor of the Company for
the Financial Year 2024-25. A Secretarial Audit Report given by the Secretarial Auditor in
Form No. MR-3 is enclosed with this report as Annexure-IV of this Report.
Further, Regulation 24A of the SEBI Listing Regulations, as recently
amended, requires listed entities to undertake Secretarial Audit by a Secretarial Auditor
who is a peer reviewed Company Secretary or Secretarial Audit Firm to be appointed with
the approval of the shareholders at the AGM of the Company for not more than two terms of
five consecutive years each.
Accordingly, based on the recommendation of the Audit Committee, the
Board, at its Meeting held on August 30, 2025, has approved and recommended to the
Members, the appointment of Mr. Krishnamurthi Ravichandran, (ACS No: 12838, CP No: 3207),
Company Secretary in Practice, as Secretarial Auditor of the Company, for a term of 5
(five) consecutive years, from the conclusion of this AGM till the conclusion of the 38th
Annual General Meeting. Hence a resolution proposing the appointment has been set forth in
Item no.17 of the Notice of this Annual General Meeting
As per regulation 24A (1) of SEBI Listing Regulations, we are also
required to annex a Secretarial Audit Report of its Material Listed Subsidiary
incorporated in India to its Annual Report. Accordingly, the
Secretarial Audit Report for the Financial Year 2024-25 of Dindigul
Farm Product Limited, a Material Subsidiary incorporated in India, is annexed along with
Annexure-V of this report.
34. Board's comment on the qualification or
reservations, if any given by the statutory auditor and secretarial auditor:
There are few observations made by M/s Venkatesh & Co, Statutory
Auditors, under section 143(3) (h) of the Companies Act, 2013 and by Mr. Krishnamurthy
Ravichandran, Secretarial Auditor under section 204(3) of the Companies Act, 2013 in their
reports. Management responses to the observations are provided in Annexure VI.
35. Details in respect of frauds reported by
Auditors under Section 143(12) of the Companies Act, 2013 other than those which are
reportable to the Central Government:
There had been no frauds reported by the auditors pursuant to section
143(12) of the Companies Act, 2013.
36. Internal Auditor:
M/s Vaithianathan & Associates (ICAI Firm Registration No.:
005401S), Chartered Accountants, was the Internal Auditor of the Company for the Financial
Year 2024-25 and to maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee. The scope and authority of the Internal
Audit function is clearly defined by the Audit Committee of the Board. The Internal
Auditor monitor and evaluate the efficacy and adequacy of the internal control system of
the Company, its compliance with applicable laws/regulations, accounting procedures and
policies on a standalone basis. Based on the reports of the Internal Auditor, corrective
actions will be undertaken, thereby strengthening the controls. Significant audit
observations and action plans were presented to the Audit Committee of the Board on a
quarterly basis.
37. Adequacy of internal financial controls with
reference to the financial statements:
The company has implemented and evaluated the internal financial
controls which provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes and policies, safeguarding of
assets, prevention and detection of frauds, accuracy and completeness of accounting
records. The company has appointed Internal Auditors with a dedicated internal audit team.
The internal audit reports were reviewed periodically by the Board. Further, the Board
annually reviews the effectiveness of the company's internal control system.
The Directors and management confirm that the internal financial
controls are adequate with respect to the operations of the company. A report certifying
the adequacy of internal financial controls pursuant to Section 143(3) (i) of the
Companies Act, 2013, is given in the Auditor's report.
38. Particulars of Employees:
The statement containing particulars in terms of Section 197(12) of the
Companies Act, 2013 read with Rules of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 employees are not drawing remuneration in excess of the
limits set out in the said Rules. The statement containing particulars in terms of Section
197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
report in Annexure-VII.
Considering the second proviso to section 136(1) of the Companies Act,
2013, the Annual Report, excluding the aforesaid information, is being sent to the members
of the company and others entitled thereto. Any shareholders interested in obtaining a
copy thereof, may write to the company secretary in this regard.
39. Compliance of the Provisions relating to the Maternity Benefit Act,
1961:
The Company is committed to providing a supportive and inclusive
workplace for all employees. In line with the provisions of the Maternity Benefit Act,
1961. The Company ensures that all eligible women employees are granted paid maternity
leave and other prescribed benefits.
During the year under review, no women employees availed maternity
leave. The Company also provides flexible working arrangements and nursing breaks to
support employees in balancing work and family responsibilities.
40. Statement on Compliance with applicable Secretarial Standards:
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively. The Company has duly complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on the meeting of the Board of Directors
(SS-1) and General Meetings (SS-2).
41. Acknowledgement:
The Board sincerely thanks the Government of India, SEBI, BSE, RBI, the
Government of Tamil Nadu, other State Governments and various government agencies for
their continued support, co-operation and advice. The Board places on record its gratitude
to the members of various committees for their guidance and leadership and for providing
valuable contribution towards the functioning of respective committees during the year.
The Board also acknowledges the support extended by trading members, issuers, investors in
the capital market and other market intermediaries and associates.
The Board of Directors feel compelled to express our sincere
acknowledgment and heartfelt appreciation to the farmers, customers, consumers, investors,
bankers, vendors, business associates and all stakeholders who have played an invaluable
role in our collective success. The Board further extend its sincere appreciation to all
the employees for their dedication and contribution and to all the shareholders for their
trust and confidence in the management of the Company. The Board is also deeply touched by
the efforts, sincerity and loyalty displayed by the employees for their commitment,
co-operation and collaboration in advancing the mission and vision of the Company towards
achieving its goals.
| By the order of the Board of Directors |
|
| For Indrayani Biotech Limited |
|
| Sd/- |
Sd/- |
| Kasiraman Sayee Sundar |
Swaminathan |
| Managing Director |
Whole-time Director |
| DIN: 01295584 |
DIN:02481041 |
| Date: August 30, 2025 |
|
| Registered Office: |
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