Indrayani Biotech Director Resigns Citing Governance Failures

Merger Consideration: Rs. 45.54 crore total merger consideration for A-Diet Express Hospitality Service Ltd merger approved by NCLT on April 1, 2018
Share Allocation: 48,98,600 equity shares of Rs. 10/- each (approximately Rs. 3.42 crore value) allotted to Mr. Indirakumar and family
Income Tax Demand: Rs. 13,29,94,040 (Rs. 13.29 crore) demand notice dated September 24, 2025 for Assessment Year 2023-24 under Section 143(2) of Income Tax Act, 1961
Outstanding Loans:
Private Finance Loans: Rs. 1,95,00,000 principal with monthly interest of Rs. 10,64,850
Axis Bank OD: Rs. 6,25,56,532 limit with monthly interest of Rs. 6,00,000-7,00,000
Estimated Dividend Deprivation: Rs. 25-35 crore over 7 years post-merger
Related Party Transactions: Rs. 8 lakhs per month over 3 years through HSL Agri Solutions Ltd

Resigning Director: Mr. S. Indirakumar (DIN: 00892351), Whole-Time Director
Other Management: Mr. G. Swaminathan, Whole-Time Director
Related Entity: HSL Agri Solutions Ltd (alleged related party under management control)
Lenders: Axis Bank Ltd, KVB Bank Ltd, Hinduja Leyland Finance Ltd, Samunnati Finance Private Limited, Mahindra Jain, Bougainvilla Investments, IBL Investments
Regulators: Income Tax Department, GST Authorities, EPF/ESI Authorities, ROC, MCA

1. Board Meeting Procedures: Violation of Sections 173 and 174 of Companies Act, 2013, and Secretarial Standard-1

Meetings held without mandatory 7-day notice (September 30, 2025, February 26, 2026)
Refusal of video conferencing rights under Section 173(2)
Systematic withholding of Board minutes for 7 years

2. Income Tax Non-compliance:

Rs. 13.29 crore demand for AY 2023-24
TDS non-deposit for 4 consecutive financial years (2022-23 to 2025-26)
Criminal exposure under Section 276B (imprisonment up to 3 years) and Section 276C (imprisonment up to 7 years)

3. GST Violations:

GST collected but not filed (GSTR-1/GSTR-3B) or paid to government for September 2025 to January 2026
Penalty exposure under Section 122 CGST Act (tax + 100% penalty)
Criminal action risk under Section 132 CGST Act (imprisonment up to 7 years)

4. Labour Law Violations:

5. Related Party Transactions:

Operations routed through HSL Agri Solutions Ltd without Board approval or Audit Committee review
No disclosure in Annual Reports or financial statements
Alleged diversion of company profits to management-controlled entities

Catering Operations: Severe crisis in A-Diet Express Hospitality Service unit
Bank Accounts: Axis Bank OD account frozen, payments blocked
Working Capital: Unavailable for raw material procurement and vendor payments
Staff Situation: Salaries unpaid for multiple months, mass resignations
NPA Status: Formal NPA warning issued by Axis Bank Ltd
Dividend Policy: Zero dividend declared or paid since merger in April 2018

Mr. Indirakumar demands:

1. Immediate processing of resignation and DIR-12 filing within 30 days

2. Complete relief from all liabilities including:

3. Board resolution confirming no involvement in financial transactions or decisions

4. Clearance of pending salary dues with TDS credit confirmation

Mr. Indirakumar reserves rights to: