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Directors Report of Vivo Bio Tech Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting you the 27th Directors'' Report on the business and operations of your company, for the financial year ended 31st March, 2014.

Financial Highlights:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Total Income 1700.84 1,512.88

Profit before interest, Depreciation and Tax 263.24 311.84

Interest 39.29 77.64

Depreciation 156.25 157.00

Provision for Taxation 12.90 0

Profit after interest, Tax and depreciation 54.80 77.20

Deferred Tax provision 25.43 38.50

Balance brought forward (572.82) (611.53)

Balance Carried to Balance Sheet (543.46) (572.82)

RESULTS OF OPERATIONS:

Following are the results of operations for the financial year 2013-14 BUSINESS PERFORMANCE

Revenues: The total income of the Company for the FY 2013-14 comprises operating revenues of Rs.1700.84 Lakhs as against Rs. 1,512.88 Lakhs in FY 2012-13.

Profits: Profit before Tax (PBT) stood at Rs. 67.70 Lakhs as against Rs. 77.20 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs. 29.37 Lakhs as against Rs. 38.70 Lakhs for the previous year.

Reserves and Surplus

During the year the Company has not transferred any amount to Reserves and Surplus.

Dividend

Your directors did not recommend any dividend on shares for this year.

Material changes and commitments;

There are no material changes and commitments occurred between the end of the financial year of the company and the date of the report affecting the financial position of the company

Directors

None of the directors of the company is disqualified under the provisions of the act or under the Listing agreement with the stock exchanges.

Appointments:

In accordance with the provisions of the Companies Act, 1956 M. Kalyan Ram will retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

In terms of Section 149 and Schedule IV Companies Act, 2013 and in compliance with Clause 49 of Listing Agreement following Directors are proposed to be appointed as Independent Directors of the company for five consecutive years for a term upto 31st March, 2019.

1. Sunder Kanaparthy

2. Kunasingam V Sittampalam

3. Hariharan R

Smt. Lakshmi Nadgir is appointed as Director of company incompliance with section 164 and clause 49 of listing Agreement.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, directorships in other companies as stipulated under clause 49 of the listing agreement with the stock exchanges in India are provided in the report on corporate governance.

Cessations:

None of the Directors ceased to Director of the company during period under review.

Allotment of Shares:

The Company has not allotted any shares during the period under review.

Directors'' Responsibility Statement:

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

i) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed and there are no material departures.

ii) We have selected appropriate accounting policies and applied them consistently and have 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 as on 31st March 2014 and of the profit of the company for the financial year ended 31st March, 2014.

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

iv) We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

Auditors and Audit Report

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The company has received consent letter from the statutory auditors and certificate indicating satisfaction of criteria stated in Section 141 of Companies Act, 2013.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries Viz., Director''s Report, Auditor''s Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide Circular No. 2/2011 dated 8th February, 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection at the Registered Office of the Company during business hours.

A statement pursuant to the provisions of Section 212(1)(e) of the Act appears elsewhere in the Annual Report.

Fixed Deposits

The Company has not accepted any fixed deposits as on 31st March, 2014 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

Subsidiary Companies

The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report. Consolidated Financial Statements

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited consolidated financial statements are provided in the annual report.

Particulars of Employees

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that there are no employees who are in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

Report on Corporate Governance

Corporate Governance Report is set out as separate Annexure to this Report.

Management Discussion and Analysis

Management''s Discussion and Analysis report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the Annual report.

Acknowledgments

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the company''s clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the company''s employees at all levels in enabling such growth

BY ORDER OF THE BOARD

For VIVO BIO TECH LIMITED

PLACE : HYDERABAD Dr. A. Sankaranarayanan M. Kalyan Ram

DATE : 30-08-2014 Chief Executive Officer & Whole Time Director Whole Time Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting you the 26th Annual Report of your company together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs. in Lakhs)

Particulars 2012-13 2011-12

Total Income 1,512.88 1,252.96

Profit before interest, Depreciation and Tax 311.84 534.80

Interest 77.64 340.33

Depreciation 157.00 208.23

Provision for Taxation 14.71 Nil

Profit after interest, Tax and depreciation 62.50 (13.76)

Deferred Tax provision 38.50 (84.48)

Balance brought forward (611.53) 682.25

Balance Carried to Balance Sheet (572.82) (611.53)

BUSINESS PERFORMANCE

Revenues : The total income of the Company for the FY 2012-13 comprises operating revenues of Rs. 1512.88 Lacs as against Rs. 1252.96 Lacs in FY 2011-12

Profits : Profit before Tax (PBT) stood at Rs. 77.20 Lacs as against Rs. (13.76) for the previous year. Profit after Tax (PAT) stood at Rs. 24 Lacs as against Rs. 70.72 lacs for the previous year.

Reserves and Surplus

During the year the Company has not transferred any amount to Reserves and Surplus.

Material changes and commitments;

There are no material changes and commitments occurred between the end of the financial year of the company and the date of the report affecting the financial position of the company

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. K. Sunder retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Mr. K. Sri Kalyan Resigned to the Board of Directors and Mr. M. Kalyan Ram is appointed as Whole Time Director of the company. Dr.V. Narasaiah is appointed as Additional Director on the Board.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, directorships in other companies as stipulated under clause 49 of the listing agreement with the stock exchanges in India are provided in the report on corporate governance.

Directors'' Responsibility Statement:

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

i) In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures.

ii) We have selected appropriate accounting policies and applied them consistently and have 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 as on 31st March 2013 and of the Profit of the company for the financial year ended 31st March 2013.

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

iv) We have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

Auditors and Audit Report

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The company has received letter from the Statutory auditors to this effect that their reappointment, if made would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of section 226 of the said act.

Fixed Deposits

The Company has not accepted fixed deposits as on 31st March, 2013 so as to attract the provisions of Section 58A of the Companies Act,1956 read with Companies (Acceptance of the Deposits Rules) 1975 as amended from time to time.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries viz., Directors'' Report, Auditor''s Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide Circular No. 2/2011 dated 8th February, 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection at the Registered Office of the Company during business hours.

A statement pursuant to the provisions of Section 212(1)(e) of the Act appears elsewhere in the Annual Report.

Subsidiary Companies

The financials pertaining to subsidiary companies have been given elsewhere in this report.

Particulars of Employees

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that there are no employees in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month where employed for a part of the year.

Report on Corporate Governance

Your Company had taken steps and complied with most of the recommendations during the year. For the year under review the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors certificate on Compliance with the mandatory requirements of Corporate Governance is given in Annexure to this Report.

Management Discussion and Analysis

This has been dealt with in the separate Annexure to this Report.

Acknowledgments

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the company''s clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation of hard work, solidarity, cooperation and support put in by the company''s employees at all levels in enabling such growth.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For Vivo Bio Tech Ltd

PLACE : HYDERABAD DR. A. SANKARANARAYANAN M.KALYAN RAM

DATE : 29-08-2013 Whole Time Director & CEO Whole Time Director

 
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