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Directors Report of Vivo Bio Tech Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

The Directors have pleasure in presenting you the 29th Directors’ 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 Board’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

Directors’ 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 (’the Act’), 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.

Auditor’s certificate on corporate governance

As required under Regulation 34 (3) read with Schedule V (E), of the SEBI (LODR) Regulations, 2015. Auditor’s certificate on corporate governance is enclosed as Annexure to Board’s Report.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors’ 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 board’s 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 Company’s 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 Company’s operations in future

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 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 –

- 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

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