Directors Report of Indrayani Biotech Ltd.

Mar 31, 2024

Your directors are pleased to present the Thirty Second (32^nd) Annual Report of the Company together with the audited financial statements (standalone and consolidated) for the year ended 31^st March, 2024.

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 31^st March, 2024 in respect of Indrayani Biotech Limited ("the Company").

1. State of Company''s Affairs:

Financial Highlights:

The financial performance for the financial year (FY) 2023-24 is summarised in the following table:

			(Rs.	in Lakhs)
PARTICULARS	CONSOLIDATED		STANDALONE
	2023-24	2022-23	2023-24	2022-23
Gross Income	16744.06	16741.45	6594.22	7512.23
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	2,465.75	2,170.98	928.43	879.57
Finance cost	988.25	555.68	482.76	278.39
Depreciation	380.06	334.71	144.76	93.26
Net Profit before Tax	1097.44	1230.59	300.91	507.92
Provision for Taxation	55.19	37.52	155.17	2.25
Net Profit /(Loss) after Tax	1042.25	1193.07	145.74	5 05.67

Review of Business Operations:

Consolidated:

The total Consolidated income of the Company during the FY 2023-24 was Rs. 16,744.06 lakhs reflecting an increase of Rs. 2.61 Lakhs, which is up by 0.15% over the previous FY. The net profit after tax was Rs. 1,042.25 lakhs (down by 14.46%) against Rs. 1,193.07 lakhs in the previous FY.

Standalone:

The total Standalone income of the Company during the FY 2023-24 was Rs. 6,594.22 lakhs for the year reflecting a decrease of Rs. 918.01 lakhs which is down by 12% over the previous FY. The net profit after tax was Rs. 145.74 lakhs (down by 71%) against Rs. 505.67 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.

Report on Performance of Subsidiaries, Associates or Joint Venture Companies:

As on date of this report, the company has the following 12 subsidiaries (including step down subsidiaries and associate companies):

• IBL HEALTHCARE LIMITED

• IBL THIRUVANAMALAI LLP

• IBL LAKSHA HOSPITALS LLP

• HEALTHWAY INDIA PRIVATE LIMITED

• KNISS LABORATORIES PRIVATE LIMITED

• HSL AGRI SOLUTIONS LIMITED

• DILASA AGRO PROCESSORS PRIVATE LIMITED (Associate company)

• 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 27^th December 2023, offered shares in SME-IPO and became a listed company at BSE SME on 27^th June 2024.

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

2. 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.

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.

3. Transfer to Reserves:

During the year under review, the company has transferred an amount of Rs. 145.76 lakhs to the general reserves and an amount of Rs. (499.46) lakhs (including the comprehensive income and previous year closing balance of Rs. (353.70) lakhs) has been retained under deficit in the statement of Profit and Loss.

4. 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.

5. 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.

6. Share Capital:

During the year under review, the paid-up capital of the company was Rs. 45,53,62,560/- (4,55,36,256 Equity shares of Rs. 10/- each which includes 92,50,000 equity shares allotted upon conversion of 92,50,000 Preference shares and 20,59,064 equity shares allotted upon conversion of 20,59,064 convertible warrants).

Further, the company has increased its authorized share capital from Rs. 46,00,00,000/- to Rs. 65,00,00,000/- Consisting of an equity share capital of Rs. 55,65,00,000/- and preference share capital of Rs. 9,35,00,000/-, through Special Resolution passed by the shareholders at the Postal ballot on 14^th February 2024.

The Company is proposing to reclassify the preference share capital of Rs. 9,35,00,000/- to equity share capital of Rs. 9,35,00,000/- and further increase the authorised capital from Rs. 65,00,00,000/-to Rs. 75,00,00,000/- (Consisting of an 7,50,00,000 equity shares of Rs. 10/- each) and presented a Special Resolution seeking approval of the shareholders in Item no. 4 & 5 of the Notice of this Annual General Meeting, to enable the proposed preferential issue of shares.

The Company is also proposing to increase the aggregate limit for investments by the Foreign Institutional Investors and Non-Resident Indians in Equity Share Capital of the Company and presented a Special Resolution seeking approval of the shareholders in Item no. 4 & 5 of Notice of this Annual General Meeting.

7. Deposits:

The Company has neither accepted any deposits from its members nor has any unclaimed deposits during the year ended March 31, 2024. Accordingly, provisions of acceptance of deposits under Sections 73 to 76 of Companies Act, 2013 are not applicable to the Company.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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, 2024 is placed on the company''s website www.indrayani.com.

13. Corporate Social Responsibility:

During the year under review, our Company touched the Corporate Social Responsibility (CSR) threshold limit in accordance with the Section 135 of the Companies Act, 2013. However, our CSR spending liability for the financial year 2023-24 stands in the negative. Thus, the Company is not required to constitute CSR committee as per the provisions of the Companies Act and the Company is not required to attach an Annual Report on CSR activities.

14. 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.

15. 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. Vinayaka Bodala	Chief Financial Officer
10	Mr. V Santhanakrishnan	Company Secretary & Compliance Officer

Change in the Constitution of Key Managerial Personnel:

Mr. Rajesh Kumar Sundarray, Company Secretary and Compliance Officer, has resigned with effect from 10^th January 2024 and Mr. V. Santhanakrishnan has been appointed as the Company Secretary and Compliance Officer with effect from 11^th January 2024.

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. Swaminathan, Whole-time Director (DIN: 02481041) and Mrs. Lakshmiprabha Kasiraman, NonExecutive Director (DIN: 02885912), retires by rotation in the ensuing Annual General Meeting and being eligible, offers themself 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.

16. 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 10, 2024.

• To review the performances of Non-independent Directors and Executive Directors

• To assess the quality, quantity and timeliness of flow of Information

17. Board and Committee meetings conducted during the period under review:

During the financial year ended 31^st March, 2024, the Company held 8 (Eight) 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 11-05-2023, 14-06-2023, 11-08-2023, 29-08-2023, 01-11-2023, 14-11-2023, 10-01-2024, 10-02-2024.

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	Dr. Bokara Nagarajan Padmaja Priyadarshini, Chairperson
REMUNERATION	Mr. Kannimangalam Subramanyan Vaidyanathan, Member
COMMITTEE	Mrs. Lakshmiprabha Kasiraman, Member Mr. Nangavaram Mahadevan Ranganathan, Member
STAKEHOLDERS	Mr. Nangavaram Mahadevan Ranganathan, Chairman
RELATIONSHIP	Mr. Kannimangalam Subramanyan Vaidyanathan, Member
COMMITTEE	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

During the year under meeting of committees held are as follows:

• Four (4) meetings of the Audit Committee;

• Three (3) meetings of the Nomination and Remuneration Committee;

• Twelve (12) meetings of the Stakeholders Relationship Committee; and

• One (1) meeting of the Independent Directors

• One (1) meeting of the Allotment Committee

Further details of the same have been enumerated in the Corporate Governance Report section.

18. 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.

19. Statement regarding opinion of the board with regard to integrity, expertise:

The Board of Directors have evaluated the Independent Directors during the FY 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

20. 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.

21. 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.

22. 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.

23. 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 2023-24 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. 7 to 12 of Notice of this Annual General Meeting.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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.

29. 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 Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the period ended 31^st March, 2024, no complaints were received pertaining to sexual harassment.

30. Statutory Auditors:

M/s Venkatesh & Co, (FRN 004636S) Chartered Accountants, Chennai was appointed as Statutory auditor of the company for a period of 5 consecutive years at the 26th Annual General Meeting of the Company held on September 19, 2018. The Shareholders, at 31^st Annual General Meeting held on 20^th 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 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting of the Company to be held in the year 2028.

31. Secretarial Auditor:

The Secretarial Audit was carried out by Mr. Krishnamurthi Ravichandran, (ACS No: 12838, CP No: 3207) Company Secretary in Practice, for the financial year 2023-24. A secretarial audit report given by the secretarial auditor in Form No. MR-3 is enclosed with this report as Annexure-IV for the financial year 2023-24.

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 2023-24.

As per regulation 24A(1) of SEBI Listing Regulations, your Company is required to annex a secretarial audit report of its material unlisted subsidiary incorporated in India to its Annual Report. Accordingly, the Secretarial Audit Report for the Financial Year 2023-24 of Dindigul Farm Product Private Limited, a material subsidiary incorporated in India, is annexed along with Annexure-IV of this report.

32. 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.

33. 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.

34. Internal Auditor:

Mr. Kanumaru Rajesh, was the Internal Auditor of the Company for the entire financial year 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.

35. 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 Auditors report.

36. Safe & Conducive Workplace:

The Company is committed to providing a safe and conducive work environment to its employees. During the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. 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-V.

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.

38. 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).

39. 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.

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Mar 31, 2015

Dear members,

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

FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS Year ended Year ended March 31, 2015 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 Taxati 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 Arrangement between its Members & Unsecured Creditors, and pursuant to the Scheme of Arrangement, the equity share capital of the Company would be reduced by 88%, conversion of unsecured loan into the equity shares of the Company, demerging the entire business of the Company into Indrayani Tissue Culture Pvt. Ltd., merging the YoGoYo Division of Websource Technologies Ltd. into the Company, alteration of main objects of the Company and ultimately changing the name of the Company.

Accordingly, the Company has completed all the procedures in compliance with the Scheme of Arrangement. The Company has also complied with the provisions for the listing of securities with Bombay Stock Exchange, Mumbai and had obtained listing permission from the Exchange.

The Company is in process to complete the further formalities to commence the trading of securities over the Stock Exchanges and your Directors are confident that the scenario post implementation of the Scheme of Arrangement, will be satisfactory and will create value for the shareholders.

AMOUNT TO BE TRANSFERRED TO RESERVE

No amount is proposed to be transferred to any reserve.

DIVIDEND:

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

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS

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

FIXED DEPOSITS:

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

www.indrayani.com

SUBSIDIARY COMPANY:

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

DIRECTORS:

During the financial year Mr. Rajesh Chandrakant Vaishnav, Director has been resigned w.e.f. 26th May, 2014. Mr. Prakash Bang, Managing Director, is looking after entire functions of the Company.

According to provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vivek Malpani (DIN 00973701), Director and Mr. Umesh Lahoti (DIN 00361216), Director of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment as directors of the Company. The Board recommends their reappointment.

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

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

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

BOARD EVALUATION

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

The evaluation of all the directors and the Board as a whole was conducted based on the criteria 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 and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

DECLARATION OF INDEPENDENT DIRECTORS

The Company is in process to appoint Independent Directors in compliance with the provisions of Section 149 of the Act. The Company will get the disclosures at the time of their appointment as Independent Directors, that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

AUDITORS:

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

The Company has received a letter from M/s. G V Madane & Co., Chartered Accountants, Pune, a letter to the effect that their appointment as Statutory Auditors, if made, 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 Statutory Auditors, M/s. G V Madane & Co., Chartered Accountants, Pune as the Statutory Auditors of 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 not made any qualification / adverse remarks in their Audit Report. The Company has complied with all the rules and regulations applicable to the Company.

INTERNAL FINANCIAL CONTROL

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

SECRETARIAL AUDITOR

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

SECRETARIAL AUDITOR'S REPORT

The observations of the Secretarial Audit report are self explanatory and therefore do not 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 under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

PARTICULARS For the year For the year ended as on ended as on 31st March 2015 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 and the certificate from the Company's Statutory Auditors confirming the Compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is attached as Annexure IV to this report.

EXTRACT OF ANNUAL RETURN

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

SCHEME OF ARRANGEMENT:

As the members are aware that the Company had obtained the Order of High Court of Judicature at Bombay sanctioning the Scheme of Arrangement which envisages the permission to reduce the equity share capital of the Company by 88%, conversion of unsecured loan into 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 and ultimately changing the name of the Company which will be in consonance with new business activity of the Company.

Accordingly, after complying with the requirements of Stock Exchanges, the Company had obtained the Listing Permission from Bombay Stock Exchange, Mumbai to list the reduced and newly allotted equity shares to the shareholders.

The Company had also forwarded the necessary requirements to the depositories for further action and your directors are positive to commence the trading of company's securities 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 the Company. The Company will formulate the Whistle Blower Policy once the operations will be started.

SIGNIFICANT AND MATERIAL ORDERS

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

LISTING:

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

E-VOTING

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

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

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 197(12) of the Companies Act, 2013, read with 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 with the Board had offered his services as Chairman and Managing Director without payment of any salary.

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

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

ACKNOWLEDGEMENT:

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

sd/- Prakash Bang Managing Director DIN: 00088837

Date: August 13, 2015. Place: Pune.

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Mar 31, 2013

To the Members,

The Directors present the Twenty First Annual Report and audited statements of accounts of the Company for the year ended March 31,2013.

1) FINANCIAL RESULTS:

(Rs. in Lacs) PARTICULARS Year ended Year ended March 31,2013 March 31,2012

Sales and other income 5.06 0.008

Gross Profit/(Loss) before Depreciation (0.82) (7.83)

Depreciation 0.21 0.43

Profit /(Loss) before Non operative items and Tax (0.61) (8.26)

Less: Provision for Taxation Nil Nil

Prior Period Items Nil Nil

Profit /(Loss) after Non operative items and Tax (0.61) (8.26)

The members are aware that, the Company has entered into a Scheme of Arrangement between its Members & Unsecured Creditors, and pursuant to the Scheme of Arrangement, the equity share capital of the Company would be reduced by 88%, conversion of unsecured loan into the equity shares of the Company, demerging the entire business of the Company into Indrayani Tissue Culture Pvt. Ltd., merging the YoGoYo Division of Websource Technologies Ltd. into the Company, alteration of main objects of the Company and ultimately changing the name of the Company.

Accordingly, the Company has completed all the procedures in compliance with the Scheme of Arrangement. The Company has also complied with the provisions for the listing of securities with Bombay Stock Exchange, Mumbai and had obtained listing permission from the Exchange.

The Company is in process to complete the further formalities to commence the trading of securities over the Stock Exchanges and your Directors are confident that the scenario post implementation of the Scheme of Arrangement, will be satisfactory and will create value for the shareholders.

2)DIRECTORS:

During the financiaryear there were no changes in the constitution of Board of Directors. Mr. Prakash Bang, Managing Director, is looking after entire functions of the Company.

According to the provisions of the Companies Act, 19.56 and the Articles of Association of the Company, Mr. Prakash Bang, Managing Director and Mr. Umesh Lahoti, Director of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment as directors of the Company. The Board recommends their reappointment.

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

4) CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s Statutory Auditors confirming the Compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

5) DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31" March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; "

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

6) SCHEME OF ARRANGEMENT:

As the members are aware that the Company had obtained the Order of High Court of Judicature at Bombay sanctioning the Scheme of Arrangement which envisages the permission to reduce the equity share capitalof the Company by 88%, conversion of unsecured loan into the equity shares, demerging the entire business into Indrayani Tissue Culture Pvt. Ltd./merging YoGoYo Division of Websource Techrtologies Ltd., alteration in the main objects in the Memorandum of Association of the Company and ultimately changing the name of the Company which will be in consonance with new business activity of the Company,

Accordingly, after complying with the requirements of Stock Exchanges, the Company had obtained the Listing Permission from Bombay Stock Exchange, Mumbai to list the reduced and newly allotted equity shares to the shareholders.

The Company had also forwarded the necessary requirements to the depositories for further action and.your directors are positive to commence the trading of company''s securities oyer the Stock Exchanges, in very near future.

7) AUDITORS:

M/s. GV Madane & Co., Chartered Accountants, Pune, statutory auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate under Section 224(1B) of the Companies Act, 1956, from them to the effect that their appointment, if made, will be in accordance with the limits as specified in the said Section. The Board recommends their appointment.

8) COMPLIANCE CERTIFICATE:

As the Company''s paid-up capital is Rs. 364.65 lakhs and falling within the limits prescribed under the Section 383A of the Companies Act, 1956. The Company has availed the Compliance Certificate, pursuant to the said Section, from M/s. Ravi Sabnis & Associates, Company Secretaries, Pune, and is attached and forms a part of this report.

9) SUBSIDIARY COMPANY:

After obtaining the approval of the shareholders through Postal Ballot by an Ordinary Resolution, in the last Annual General Meeting held on September 29,2012, to disinvest the investment made in roomsXMl Solutions Ltd., a 100% Subsidiary Company, the Company had disinvested its entire investment to other persons at a fair value.

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

10) FIXED DEPOSITS:

Pursuant to Section 58A of the Companies Act, 1956 and The Companies (Acceptance of Deposits) Rules, 1975, the Company has not accepted any deposit from the public.

11) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is not applicable to your Company.

13) INTERNAL CONTROL SYSTEMS AND AUOTT:

The internal audit function is carried out by practicing professionals having domain expertise in internal audit. The scope and extent of internal audit encompasses audit and review of transactions.

The Internal Auditor furnishes a report to the Company and in turn an executive summary of observations and Company''s comments are made available to the Audit Committee.

14) AUDITORS''OBSERVATION:

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

15) LISTING:

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

16) PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217{2A) of the Companies Act 1956, read with Companies (Particulars of employees) Rules, 1975 during the year under report, no employee of the Corhpaffy, throughout the year or part of the year was in receipt of remuneration of Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month or in excess thereof respectively.

The Directors wish to place on record their appreciation for the positive co-operation received from its customers, suppliers, bankers and Government of India.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Prakash Bang

Managing Director

Pune, July 25,2013.

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Mar 31, 2012

The Directors present the Twentieth Annual Report and audited statements of accounts of the Company for year ended March 31,2012.

1) FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS Year ended Year ended March 31,2012 March 31,2011

Sales and other income 0.008 Nil

Gross Profit /(Loss) before Depreciation (7.83) (5.54)

Depreciation 0.43 0.58

Profit /(Loss) before Non operative items and Tax (8.26) (6.12)

Less: Provision for Taxation Nil Nil

Prior Period Items Nil Nil

Profit/(Loss) after Non operative items and Tax (8.26) (6.12)

As the members are aware that, during previous financial year, the Company has entered into a Scheme of Arrangement between its Members & Unsecured Creditors, and pursuant to the Scheme of Arrangement, the equity share capital of the Company would be reduced by 88%, conversion of unsecured loan into the equity shares of the Company, demerging the entire business of the Company into Indrayani Tissue Culture Pvt. Ltd., merging the Yo Go Yo Division of Web source Technologies Ltd. into the Company, alteration of main objects of the Company and ultimately changing the name of the Company.

Accordingly, the Company has completed all the procedures in compliance with the Scheme of Arrangement. The Company has also complied with the provisions for the listing of securities with Bombay Stock Exchange, Mumbai and the listing permission from the Exchange is awaited.

Your Directors are confident that the scenario post implementation of the Scheme of Arrangement, will be satisfactory and will create value for the shareholders.

3) DIRECTORS:

During the financial year there were no changes in the constitution of Board of Directors. Mr. Prakash Bang, Managing Director, is looking after entire functions of the Company.

According to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vivek Malpani, Director and Mr. Rajesh Vaishnav, Director of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment as directors of the Company. The Board recommends their reappointment.

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

4) CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Statutory Auditors confirming the Compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

5) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31s* March 2012 on a 'going concern' basis.

6) SCHEME OF ARRANGEMENT:

As the members are aware that the Company had filed a petition with the Hon'ble High Court of Judicature at Bombay, for sanctioning the Scheme of Arrangement, which seeks the permission to reduce the equity share capital of the Company by 88%, conversion of unsecured loan into the equity shares, demerging the entire business into Indrayani Tissue Culture Pvt. Ltd., merging YoGoYo Division of Web source Technologies Ltd., alteration in the main objects in the Memorandum of Association of the Company and ultimately changing the name of the Company which will be in consonance with new business activity of the Company.

Accordingly, the Company has obtained the sanction of the High Court, Bombay and has forwarded the papers to the Bombay Stock Exchange, Mumbai and Pune Stock Exchange, Pune to list the newly allotted equity shares to the shareholders and is in process to get the shares listed on such stock exchanges.

7) AUDITORS:

M/s. G V Madane & Co., Chartered Accountants, Pune, statutory auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate under Section 224(1B) of the Companies Act, 1956, from them to the effect that their appointment, if made, will be in accordance with the limits as specified in the said Section. The Board recommends their appointment.

8) COMPLIANCE CERTIFICATE:

As the Company's paid-up capital is Rs. 364.65 lakhs and falling within the limits prescribed under the Section 383A of the Companies Act, 1956. The Company has availed the Compliance Certificate, pursuant to the said Section, from M/s. Ravi Sabnis & Associates, Company Secretaries, Pune, and is attached and forms a part of this report.

9) SUBSIDIARY COMPANY:

The Company has made investments in rooms XML Solutions Ltd; making it a 100% Subsidiary Company with a view that the future prospects of developments in Travel Technology would be beneficial to the Company. The audited accounts for the year ended March 31, 2012 and other particulars pursuant to Section 212(1) of the Companies Act, 1956 relating to M/s. rooms XML Solutions Ltd. are appended to this Report.

10) FIXED DEPOSITS:

Pursuant to Section 58A of the Companies Act, 1956 and The Companies (Acceptance of Deposits) Rules, 1975, the Company has not accepted any deposit from the public.

11) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is not applicable to your Company.

12) FOREIGN EXCHANGE EARNINGS & OUTGO:

PARTICULARS For the year ended as on For the year ended as on 31st March 2012 31st March 2011

(A) Total Foreign-Exchange earned Nil Nil

(B) Total Foreign Exchange used Nil Nil

13) INTERNAL CONTROL SYSTEMS AND AUDIT:

The internal audit function is carried out by practicing professionals having domain expertise in internal audit. The scope and extent of internal audit encompasses audit and review of transactions.

The Internal Auditor furnishes a report to the Company and in turn an executive summary of observation; and Company's comments are made available to the Audit Committee.

14) FORFEITURE OF SHARES:

The capital structure of the Company was consisted of 2,664 equity shares (after implementation of Scheme of Arrangement), which were partly paid-up at Rs. 5/- per share.

The Board of Directors of the Company, in their meeting held on July 25, 2011, have decided to make those partly paid-up equity shares into fully paid-up equity shares and accordingly the Company has sent the call letters to those shareholders whose shares are partly paid-up, to pay the first and final call of Rs. S/- per share.

Consequently, some shareholders have paid their call amount and those shares were made fully paid-up.

The Board of Directors have resolved in their meeting held on September 08, 2011, to forfeit the shares of those shareholder who have not paid their call amount and in aggregate the Company has forfeited 2,640 equity shares. Such forfeited shares are subject to re-issue in due course and as per the resolution of Board of Directors of the Company.

15) AUDITORS' OBSERVATION:

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

16) LISTING:

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

17) PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of employees) Rules, 1975 during the year under report, no employee of the Company, throughout the year or part of the year was in receipt of remuneration of Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month or in excess thereof respectively.

The Directors wish to place on record their appreciation for the positive co-operation received from its customers, suppliers, bankers and Government of India.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date : August 13,2012 Prakash Bang

Place : Pune Managing Director

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Mar 31, 2010

FINANCIAL RESULTS

The income during the year from all sources amounted to Rs.20,10,152/- and the total expenditure including depreciation of Rs 7,24,418/- amounted to Rs.49,29,243/-. The Company has incurred a net loss of Rs.29,66,723/- during the year as against loss of Rs. 12,67,021 /- in the previous year.

OPERATIONS

The Company continued to progress in Tissue Culture. There is a continued demand for the Banana Tissue Culture plants from the niche regions catered to by your company. We expect further increase in demand for the next year. . The Scheme of Arrangement was sanctioned by the Honble High Court of Judicature at Bombay on the 25th of June, 2010 and the Company is in the process of giving effect to the same.

In view of loss incurred by the the Directors do not recommend any dividend for the financial year ended 31 "March, 2010.

DIRECTORS

Mr. Prakash Bang, Mr. Ruchir Bang, Mr. Umesb Lahoti and Mr. Rajesh Vaishnav are appointed as additional directors The details of directors who are being appointed or reappointed, their expertise in functional areas, the names of companies in which they hold office of director and / or Chairman and / or membership of committees of the Board is enclosed in the notice of ensuing annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financiaf year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review and of the loss of the company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of She Companies

Act, 1956 for safeguarding the assets of the Company and foj:„preventing and detecting fraud and other irregularities:

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a "going concern" basis. ""

DEPOSITS

The Company has not accepted any deposits from public.

PARTICULARS OF EMPLOYEES

None of the employee details is required to be furnished under Section 217 (2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

AUDITORS

M/s G V Madane and Company, Chartered Accountants, Pune auditors of the Company retire and are eligible for reappointment.

RESEARCH AND DEVELOPMENT. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION, AND FOREIGN EARNINGS ANDOUTGO

Particulars with respect to conservation of energy etc. required as per Section 217(1) of the Companies Act, 1956 are annexed hereto and form a part of the report.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS ManjulaV. Malpani Vivek V. Malpani

Managing Director Chairman

Place: Pune Date: August 20,2010