Mar 31, 2018
Dear Members,
The Directors have great pleasure in presenting the report of the Business and Operations of your Company (âthe Companyâ or âVivoâ ), along with the audited financial statements, for the financial year ended March 31, 2018. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required
Financial Highlights: (Rs in Lakhs)
Particulars |
2017-18 |
2016-17 |
Total Income |
4713.47 |
3452.36 |
Profit before finance Cost, Depreciation, & Amortization, Taxation |
1101.47 |
802.55 |
Less: Finance Cost |
236.75 |
128.88 |
Depreciation and Amortization Expenses |
463.94 |
390.13 |
Profit Before Tax |
400.78 |
283.54 |
Less: Tax Expenses |
(88.48) |
(33.15) |
Profit After Tax |
312.30 |
250.39 |
State of Affairs/Companyâs Performance.
Revenues: The total income of the Company for the FY 2017-18 comprises operating revenues of Rs. 4700.12 lakhs as against Rs. 3412.80 Lakhs in FY 2016- 17
Profits: Profit before Tax (PBT) stood at Rs.400.78 Lakhs as against Rs 283.54 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs.312.30 Lakhs as against Rs. 250.39 Lakhs for the previous year.
RESERVES AND SURPLUS
During the year the Company has transferred an amount of Rs.313.43 Lakhs 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
Appointments:
There are no new appointments of Directors during the period under review
Cessations:
None of the Directors ceased to Director of the company during period under review.
Change in Capital Structure and Listing at Stock Exchanges
The equity shares of your Company continue to be listed and traded on the BSE Ltd. (BSE) During the financial year under review 5,00,000 equity shares were issue on conversion of warrants issued on preferential basis.
The paid up Equity Share capital of the company as on 31st March, 2018 was Rs. 9,85,05,200. The details of capital structure is detailed below.
Particulars |
As at 31st March, 2018 |
As at March 31, 2017 |
||
Number of Shares |
Rs. |
Number of Shares |
Rs |
|
Equity Share capital (a) Authorised Equity Shares of Rs.10/-each |
1,50,00,000 |
15,00,00,000 |
1,50,00,000 |
15,00,00,000 |
b) issued Subscribed and fully paid up: Equity Shares of Rs. 10/-each |
98,50,520 |
9,85,05,200 |
93,50,520 |
9,35,05,200 |
98,50,520 |
9,85,05,200 |
93,50,520 |
9,35,05,200 |
Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:
Particulars |
As at 31st March, 2018 |
As at March 31, 2017 |
||
Number of Shares |
Rs. |
Number of Shares |
Rs |
|
Equity Shares Shares outstanding at the beginning of the year |
93,50,520 |
9,35,05,200 |
93,50,520 |
9,35,05,200 |
Add: issued and allotted during the year |
5,00,000 |
50,00,000 |
||
Less: Shares bought back during the year |
||||
Shares outstanding at the end of the year |
98,50,520 |
9,85,05,200 |
93,50,520 |
9,35,05,200 |
ii) Terms/Rights and restrictions attached to the Equity Shares:
The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.
i) Details of Shareholders hodling more than 5% shares in the Company.
Name of the Shareholder |
As on 31.03.2018 |
As on 31.03.2017 |
||
No. of Shares |
% |
No. of Shares |
% |
|
Iron Age India Limited |
600000 |
6.09 |
600000 |
6.42 |
Vira Systems Private Limited |
1345000 |
13.65 |
1345000 |
14.38 |
Maxcell Phones Communications India Private Limited |
800000 |
8.12 |
800000 |
8.56 |
Iragavarapu Constructions Private Limited |
600000 |
6.09 |
600000 |
6.42 |
PKI Solutions Private Limited |
600000 |
6.09 |
600000 |
6.42 |
Every Wear Import and Export Pvt. Limited |
916693 |
9.31 |
1325787 |
14.18 |
Elite Class Asset Holdings Ltd |
1300000 |
13.20 |
1300000 |
13.90 |
Northern Union Limited |
1035000 |
10.51 |
1035000 |
11.07 |
CODE OF CONDUCT:
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.
The Code is available on companyâs website under following link: http://www.vivobio.com/pdf/codeOfConduct.pdf
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on companyâs website under following link: http://www.vivobio.com/pdf/whistleBlowersPolicy.pdf
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received declarations from all the independent directors of the company confirming that they continue to meet the criteria of independence as prescribed under sub-section (6) of section 149 of the companies act, 2013 and under Regulation 25 of SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015
Key Managerial Personnel
Mr. M. Kalyan Ram, Whole Time Director, Mr. K T V Kaladhar, Chief Financial officer and Mr. Ch. Varun Kumar, Company Secretary are the Key Managerial Personnel ( KMP) of the company in terms of the provisions of the Act.
Familiarization Programme for Independent Directors
On their appointment, Independent directors are familiarized about the Companyâs operations and business. Interaction with the Business Heads and key executives of the company is also facilitated. Detailed Presentations on the business of each of the Processes are made to the directors. Direct Meetings with the Chairperson are further facilitated for the new appointee to familiarize about the company/its businesses and the group practices.
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company shall familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.
Accordingly, your Company arranged a technical session to familiarize the Independent Directors, the details of which are disclosed on the website of the company at www.vivobio.com / vivobio -policies.php.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 the board has carried out evaluation of its own performance, the performance of committees of the Board, namely Audit Committee, Stakeholders Relationship committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the report on corporate Governance.
Material Subsidiary Policy
The company has adopted a policy for determining a material subsidiary, in line with the requirements of the Act and SEBI (LODR) Regulations, 2015. The policy on Material Subsidiary is available on the website of the company under following link:
http://www.vivobio.com/pdf/policy_for_determining_material_subsidiaries.pdf Sexual Harassment Policy
The company as required under the provisions of âThe Sexual Harassment of women at Workplace (Prohibition, prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy
In the year under review the company has not received any complaint under this policy.
Meetings of Independent Directors
The Companyâs Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted formally to enable Independent Directors to discuss matters pertaining to the Companyâs affairs and put forth their views. The Independent Directors takes appropriate steps to present their views to the Chairperson. One such meeting of Independent Directors was held during the year on 30th March,2018 without the presence of Executive Directors and management personnel. The details of the attendance of the Independent Directors in the meeting are as below.
Name |
No. of meetings held during the year 2017-18 |
|
Held |
Attended |
|
M. Vijaya Lakshmi |
1 |
1 |
Hariharan R |
1 |
1 |
Sunder Kanaparthy |
1 |
1 |
Governance Policies
At Vivo, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:
- Code of Conduct
- Code of Conduct for Prohibition of Insider Trading
- Whistle Blower Policy
- Code of Conduct for Board of Directors and Officers of Senior Management
- Policy for determining materiality for disclosure
- Document Retention and Archival Policy
- Sexual Harassment Policy
Board Disclosures
i. Risk Management
Currently, the Companyâs risk management approach comprises of the following:
- Governance of Risk
- Identification of Risk
- Assessment and control of Risk
The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments. Insurance coverage and personal accident coverage for lives of all employees are also being taken.
Your company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.
Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.
ii. Internal Control System
Your company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power and defined limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances
Directorsâ Responsibility Statement;
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, Your Directors hereby confirmed that:
In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed and there are no material departures.
- The directors 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 at the end of financial year and of the profit of the company for that period.
- The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
- We have prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis.
- The Directors have laid down internal financial controls, which are adequate and are operating effectively.
- The directors have devised proper systems to ensure compliance with the provisions of the applicable laws and such other systems are adequate and are operating effectively.
AUDITORâS CERTIFICATE ON CORPORATE GOVERNANCE
As required under Regulation 34 (3) read with schedule V (E) of the SEBI (LODR) Regulations, 2015, Auditorâs certificate on corporate governance is enclosed as Annexure to Boardâs Report.
AUDITORâS REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditorsâ Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.
AUDITORS
The name of M/s. Chandra Babu Naidu & Co., Chartered Accountants was changed to PCN & Associates.
M/s PCN & Associates, Chartered Accountantâs (ICAI firm Registration Number : 016016S) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 28th Annual General Meeting (AGM) held on 28th September, 2017 until the conclusion of 33rd AGM of the Company to be held in the year 2022.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending section 139 of the Companies Act, 2013 the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s. PCN & Co. Chartered Accountants, at the forthcoming AGM. The Auditorâs Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.
The company has received consent letter from the statutory auditors and certificate indicating satisfaction of criteria sated in Section 141 of Companies Act, 2013.
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 Companyâs operation in future.are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Particulars as required under Sub- section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 are enclosed in Annexure
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
Meetings of the Board and Committees
Eight Meetings of the Board of Directors were held during the year. For further details on the meetings and the attendance of directors/members, please refer report on Corporate Governance of this Annual Report.
Consolidated Financial Statements
Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the consolidated financial statements prepared as per companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.
Consolidated financial statements incorporating the operations of the company, its subsidiaries are appended. As required under the provisions of the Act, a statement showing the salient features of the financial Statements of the subsidiaries is enclosed to this report.
The financial statements of the subsidiary companies will be made available to the members of the company and its subsidiary companies on request and will also be kept for inspection in the registered office of the company.
PARTICULARS OF EMPLOYEES
The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.
The information required under Section 197 (12) of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - A.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-B
Annual return is available on company website under the following link :www.vivobio.com / financial_ information.php#
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V Chandra Sekhar Patnaik, Practising Company Secretary, to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as Annexure - C.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The above information as required under the Companies Act, 2013, is annexed as Annexure - D. Details about Employees Stock Option Scheme,
Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed as Annexure-E Related Party Transactions
Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company. Please see the details of the same in form AOC-2 which is annexed as Annexure-G. Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.
Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. the related party transactions which are of repetitive nature as well as for the normal company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.
Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Report on Corporate Governance
Corporate Governance Report is set out as separate Annexure to this Report.
Management Discussion and Analysis Report
Managementâs Discussion and Analysis report for the year under review as stipulated under Regulation 34(2) (e) SEBI (LODR) Regulation, 2015 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the Annual report.
BOARD EVALUATION
In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors through the separate meeting of independent directors and the Board as a whole.
The performance of the independent directors was evaluated by the entire Board except the person being evaluation in their meeting held on 14th February, 2018. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members.
A separate meeting of Independent Directors was held on 30th March,2018, to review the performance of Non-Independent Directorsâ, performance of the Board and Committee as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and the NonExecutive Directors.
The performance evaluation of the Board and its constituents was conducted on the basis of functions, responsibilities, competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business. A structured questionnaire was circulated to the members of the Board covering various aspects of the Boardâs functioning, Board culture, execution and performance of specific duties, professional obligations and governance. The questionnaire was designed to judge knowledge of directors, their independence while taking business decisions; their participation in formulation of business plans; their constructive engagement with colleagues and understanding the risk profile of the company, etc. In addition to the above, the chairman of the Board and / or committee is evaluated on the basis of their leadership, coordination and steering skills. Thereafter, the Nomination and Remuneration Committee used to review the performance of individual Directors on the basis of their contribution as a member of the board or committee.
The quantum of profit based commission, payable to directors is decided by the Nomination and Remuneration Committee on the basis of overall performance of individual directors. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOS referred to in this Report.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
4. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
5. During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013.
6. There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2018) and the date of the report 29th August, 2018.
Acknowledgments
Your directors would like to place on record their appreciation of support, co-operation and assistance received from the companyâs 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 companyâs employees at all levels in enabling such growth.
BY ORDER OF THE BOARD
For Vivo Bio Tech Limited
Place : Hyderabad. M. Kalyan Ram
Date : 29th August, 2018 Chairman & Whole Time Director
DIN : 02012580
Mar 31, 2016
DIRECTORSâ REPORT
Dear Members,
The Directors have pleasure in presenting you the 29th Directorsâ Report on the business and operations of your company, for the financial year ended 31st March, 2016.
Financial Highlights: (Rs in Lakhs)
Particulars |
2015-16 |
2014-15 |
Total Income |
2947.58 |
1873.60 |
Profit before interest, Depreciation and Tax |
460.01 |
375.31 |
Interest |
46.57 |
51.40 |
Depreciation |
335.40 |
304.64 |
Provision for Taxation |
14.87 |
3.67 |
Profit after interest, Tax and depreciation |
63.17 |
15.59 |
Deferred Tax provision |
(27.83) |
(30.68) |
Balance brought for ward |
(479.02) |
(543.46) |
Balance Carried to Balance Sheet |
(388.03) |
(479.02) |
RESULTS OF OPERATIONS:
Following are the results of operations for the financial year 2015-16 BUSINESS PERFORMANCE
Consolidated Revenues: The total income of the Company for the FY 2015-16 comprises operating revenues of Rs. 2947.58 as against Rs.1873.60 Lakhs in FY 2014-15
Profits: Profit before Tax (PBT) stood at Rs. 78.04 lacs as against Rs. 19.27 Lacs for the previous year. Profit after Tax (PAT) stood at Rs. 91.00 lacs as against Rs. 46.28 Lacs for the previous year.
RESERVES AND SURPLUS
During the year the Company has transferred an amount of Rs. 91.00 Lakhs to Reserves and Surplus. DIVIDEND
Your directors did not recommend any dividend on shares for this year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure to the Boardâs report
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
Appointments:
In accordance with the provisions of the Companies Act, 2013 the Board has re-appointed Mr. M Kalyan Ram as Whole Time Director and appointed Mr. A. Sankaranarayanan as Whole Time
Director of the company, subject to approval of the shareholders in general meeting of the company. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, directorships in other companies as stipulated under SEBI (Listing Obligatiosn and Disclosure Requirements ) Regulations, 2015 are provided in the report on corporate governance. Cessations:
None of the Directors ceased to Director of the company during period under review.
Share Capital :
The paid up Equity Share capital of the company as on 31st March, 2016 was 935.05 lacs. During the year the company had issued shares as detailed below.
Particulars |
As at 31st March, 2016 |
As at March 31, 2015 |
||
Equity Shares |
Number of Shares |
Rs. |
Number of Shares |
Rs |
Share capital (a) Authorised Equity Shares of Rs.10/-each |
1,50,00,000 |
15,00,00,000 |
1,50,00,000 |
15,00,00,000 |
b) issued Subscribed and fully paid up: Equity Shares of Rs. 10/-each |
93,50,520 |
93,505,200 |
93,50,520 |
93,505,200 |
93,50,520 |
93,505,200 |
93,50,520 |
93,505,200 |
Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:
Particulars |
As at 31st March, 2016 |
As at 31st March,2015 |
||
Equity Shares |
Number of Shares |
Rs. |
Number of Shares |
Rs |
Shares outstanding at the beginning of the year |
93,50,520 |
93,505,200 |
93,50,520 |
93,505,200 |
Add: issued and allotted during the year |
||||
Less: Shares bought back during the year |
||||
Shares outstanding at the end of the year |
93,50,520 |
93,505,200 |
93,50,520 |
93,505,200 |
ii) Terms/Rights and restrictions attached to the Equity Shares:
The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.
iii) Details of Shareholders holding more than 5% shares in the Company.
Name of the Shareholder |
As on 31.03.2016 No. of Shares |
As on 31.03.2015 No. of Shares |
Northern Union Ltd |
10,35,000 |
10,35,000 |
Max Cell Phone Communications India Pvt Ltd |
8,00,000 |
8,00,000 |
Vira Systems Pvt Ltd |
13,45,000 |
13,45,000 |
Iron Age India Limited |
6,00,000 |
6,00,000 |
Iragavarapu Constructions Pvt Ltd |
6,00,000 |
6,00,000 |
P.K.I Solutions Pvt Ltd |
6,00,000 |
6,00,000 |
Every Wear Import and Export Pvt Ltd |
13,50,000 |
13,50,000 |
Elite Class Asset Holdings Ltd |
13,00,000 |
13,00,000 |
Particulars of loans, guarantees or investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
Internal control systems and their adequacy:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companyâs website www.vivobio.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code. DECLARATION BY INDEPENDENT DIRECTORS :
The company has received declarations from all the independent directors of the company confirming that they continue to meet the criteria of independence as prescribed under subsection (6) of section 149 of the companies act, 2013 and under Regulation 25 of SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015
Mr. M. Kalyan Ram, Whole Time Director, Mr. Srinivasu Padala, Chief Financial Officer and Challapalli Varun Kumar, Company Secretary are the Key Managerial Personnel (KMP) of the Company in terms of the provisions of the Act.
Familiarization Programme for Independent Directors
On their appointment, Independent directors are familiarized about the Companyâs operations and business. Interaction with the Business Heads and key executives of the company is also facilitated. Detailed Presentations on the business of each of the Processes are made to the directors. Direct Meetings with the Chairperson are further facilitated for the new appointee to familiarize about the company/its businesses and the group practices.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015 the board has carried out evaluation of its own performance, the performance of committees of the Board, namely Audit Committee, Stakeholders Relationship committee and Nomination and Remuneration Committee and also the Directors individually. The manager in which the evaluation was carried out and the process adopted has been mentioned out in the report on corporate Governance
Material Subsidiary Policy
The company has adopted a policy for determining a material subsidiary, in line with the requirements of the Act and SEBI( LODR) Regulations, 2015. The policy on Material Subsidiary is available on the website of the company. www.vivobio.com
Sexual Harassment Policy
The company as required under the provisions of "The Sexual Harassment of women at Workplace ( Prohibition, prevention and Redressal)Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy
In the year under review the company has not received any complaint under this policy. Governance Policies
At Vivo, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:
- Code of Conduct
- Code of Conduct for Prohibition of Insider Trading
- Whistle Blower Policy
- Code of Conduct for Board of Directors and Officers of Senior Management
- Policy for determining materiality for disclosure
- Document Retention and Archival Policy
- Sexual Harassment Policy
The link accessing the above policies is available at www.vivobio.com / corporateprofile.php Board Disclosures
i. Risk Management
Currently, the Companyâs risk management approach comprises of the following:
- Governance of Risk
- Identification of Risk
- Assessment and control of Risk
The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments. Insurance coverage and personal accident coverage for lives of all employees are also being taken.
Your company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.
Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.
Directorsâ Responsibility Statement:
The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards The Directors Confirm that:
I) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed and there are no material departures.
ii) The directors 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 at the end of financial year and of the profit of the company for that period.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities
iv) We have prepared the annual accounts for the financial year ended 31st March, 2016 on a going concern basis.
v) The Directors have laid down internal financial controls, which are adequate and are operating effectively.
vi) The directors have devised proper systems to ensure compliance with the provisions of the applicable laws and such other systems are adequate and are operating effectively.
Auditorâs certificate on corporate governance
As required under Regulation 34 (3) read with Schedule V (E), of the SEBI (LODR) Regulations, 2015. Auditorâs certificate on corporate governance is enclosed as Annexure to Boardâs Report.
AUDITORâS REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditorsâ Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.
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 sated in Section 141 of Companies Act, 2013 .
SECRETARIAL AUDIT:
Mr. N V S S Suryanarayanarao , Practicing Company Secretary was appointed to conduct Secretarial
Audit of the company for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 and rules framed there under. The Secretarial Audit report for financial year 2015-16 forms part of boardâs report as Annexure
The Board has appointed Mr. V Chandra Sekhar Patnaik, Practicing Company Secretary as Secretarial Auditor of the Company for financial year 2016-17.
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 Companyâs operation in future.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure to Directors Report
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Particulars as required under Sub- section (3)(m)of Section 134 of the Companies Act,2013, read with the Companies(Accounts) Rules 2014 are enclosed as Annexure to Directors Report BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement , the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.
Fixed Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
Subsidiary Companies
The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report.
Consolidated Financial Statements
Pursuant to Regulation 33 of SEBI( LODR) Regulations, 2015 and the Companies Act, 2013, the consolidated financial statements prepared as per companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.
Consolidated financial statements incorporating the operations of the company, its subsidiaries is appended. As required under the provisions of the Act, a statement showing the sailent features of the financial Statements of the subsidiaries is enclosed to this report. The financial statements of the subsidiary companies will be made available to the members of the company and its subsidiary companies on request and will also be kept for inspection in the registered office of the company.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:
The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
Sl. No. |
Name of Director/ KMP and Designation |
Remuneration of Director/KMP for financial year 2015-16 (Rs. in lakhs) |
% increase in Remuneration in the Financial Year 2015-16 |
Ratio of remuneration of each Director / to median remuneration of employees |
Comparison of the Remuneration of the KMP against the performance of the company |
1 |
M Kalyan Ram Whole Time Director |
3.21 |
Nil |
1.41 |
Profit before Tax increased by 405% and Profit After Tax increased by 96.63%in financial Year 2015-16 |
2 |
ChallapalliVarun Kumar Company Secretary |
5.00 |
38.88% |
2.20 |
During the period under review, no employee of the Company is employed throughout the financial year and in receipt of Rs.60 lakhs or more, or employed for part of the year and in receipt of Rs.5 lakhs or more a month, under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
ii) The median remuneration of employees of the Company during the financial year was Rs. 2.27 lakhs;
iii) In the financial year, there was an increase of 32.93% in the median remuneration of employees;
iv) There were 92 employees on the rolls of Company as on March 31, 2016
v) Relationship between average increase in remuneration and Company performance:
The profit before tax increased by 405% and where as the increase in median remuneration was 32.93%.
vi) Comparison of remuneration of the key managerial personnel (s) against the performance of the Company:
The total remuneration of key managerial personnel was Rs. 8.21 lakhs where as profit before tax was Rs. 78.04 lakhs in 2015-16.
vii) a) Variations in the market capitalization of the Company: The market capitalization as on
March 31, 2016 at BSE was Rs.3833.71 lakhs (Rs.1547.51 lakhs as on March 31, 2015)
b) Price Earnings ratio of the Company at BSE was 42 as at March 31, 2016 and was 33 as at March 31, 2015;
viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 31.97% whereas the increase in the managerial remuneration for the same current financial year was 38.88%.
ix) The key parameters for any variable component of remuneration availed by the directors: Not applicable
x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year - Not Applicable; and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated Under SEBI (LODR) Regulations, 2015.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.
4. Neither of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future
Acknowledgments
Your directors would like to place on record their appreciation of support, co-operation and assistance received from the companyâs 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 companyâs employees at all levels in enabling such growth.
BY ORDER OF THE BOARD
For Vivo Bio Tech Limited
Place : Hyderabad M. Kalyan Ram Dr A. Sankaranarayanan
Date : 31.08.2016 Whole Time Director Whole Time Director
DIN :02012580 DIN :02703392
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
Mar 31, 2010
The Directors have pleasure in presenting you the 23rd Annual Report
of your company together with the Audited Accounts for the year ended
31st March, 2010.
Financial Results
(Amount in Rs. Lakhs)
Particulars 2009-2010 2008-09
Total Income 411.73 26.68
Profit before tax (74.54) (197.74)
Deferred Tax Provision (62.05) (9.45)
Balance brought forward (390.47) (182.01)
Balance Carried to Balance Sheet (527.06) (390.47)
Results of Operations :
During the year under review the total income of your company for the
year 2009-10 was Rs. 411.73 Lakhs as against the income of Rs.26.68
lakhs in 2008-09.
In this fiscal year, we successfully started commercial operations of
our state-of-art 125,000 Sq.ft Small Animal Research Facility. The
facility has been designed in accordance with AAALAC international
standards and has been validated by US based IPS International.
During the same period, we secured projects from clients across US,
India and Malaysia. These include Ã
- Preclinical efficacy study & Acute/Sub acute toxicity study of an API
for an Indian Client.
- Sub acute toxicity study of a vaccine for a US based Vaccines
Company.
- Immunogenicity Study for a drug delivery system for a Malaysian
University
- Regulatory Preclinical battery of a biopharmaceutical as required for
RCGM submission for an Indian Pharmaceutical Company.
- Efficacy study of mAbs by Xenografting three different cell lines in
SCID mouse for an India Biotech Company
- Purification of Cry 1AC and Cry 1EC proteins for a India based
Biotech Seeds Company
We have also made applications to CPCSEA for permission for starting
commercial operations of our Canine Facility and Breeding Facility.
Filing of Application for listing of Amalgamated Shares & Preferential
allotment
The Company has received the Listing approval from the Bombay Stock
Exchange Ltd and waiting for the trading approval.
Directors
In accordance with the provisions of the Companies Act, 1956,
Kunasingam V. Sittampalam retires by rotation at the forthcoming Annual
General Meeting and eligible offer himself for reappointment.
Mr.Lanka Nagraj, Swaminatham Madhira Resigned on 31st July, 2009. Dr.
Venugopal Resigned on 26th November, 2009. Dr. Sudhakar Konda resigned
to the position of Director w.e.f 11th December, 2009 Mr. Jagan Mohan
Rao Karpe resigned on 21st May, 2010
Mr. M. Kalyan Ram is appointed as Additional Director in the board on
26th November, 2009. Mr. K. Sri Kalyan is appointed as addl. Director
in the board meeting held on 22nd July, 2010 and also being appointed
as whole Time director.
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, 2010, 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 2010 and of the loss of the company for
the financial year ended 31st March 2010.
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, 2010 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.
Deposits
The Company has not accepted fixed deposits as on 31st March, 2010 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 required under Section 217(e)of the Companies Act, 1956
read with rule 2 of the Companies (Disclosure of particulars in the
Board of Directors) Rules, 1988 is given as annexure to the 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 one employee was in receipt of
remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000/- or
more per month where employed for a part of the year.
S.Name of the Designation Gross Salary Qualifi Date of Partic-
ulars of
Noemployee cation Commen-
cement Last
of emp-
loyment emplo-
yment
01Dr.Sudhakar COO 24,00,000 M.Sc Vs 20.01.2007 Reliance
Life
Konda sciences
02Dr. A. Whole Time 20,00,000 MVSc, 31.07.2009 GVK Bio
Sankarana-
rayanan Director& Doctor
of Philosophy Sciences
CEO (Pharmaco-
logy)
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 A to this
Report.
Management Discussion and Analysis
This has been dealt with in the separate Annexure to this Report.
Acknowledgements
Your directors would like to place on record their appreciation of
support, co-operation and assistance received from the companys
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 companys employees
at all levels in enabling such growth.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
For Vivo Bio Tech Ltd
Dr.A.Sankaranarayanan K. Sri Kalyan
Whole Time Director & CEO Whole Time Director
PLACE : HYDERABAD
DATE : 31-08-2010