Directors Report of Hindustan Bio Sciences Ltd.

Mar 31, 2015

Dear Members,

The directors are pleased to present their report along with the Audited accounts for the year ended 31-03-2015.

Financial Results:

Rs. In Lakhs

Particulars 2014 - 2015 2013 - 2014

Gross Sales 75.75 225.38

Less: Excise Duty & Sales Tax 0 0

Net Sales 75.75 225.38

Total Expenditure 220.56 324.62

Other Income 0 0

Operating Profit (PBDIT) (123.75) (75.20)

Interest 2.61 2.35

Cash Profit (126.36) (77.55)

Depreciation and Amortization 18.45 21.69

Profit before Exceptional Item (144.81) (99.24)

Exceptional Item 0 0

Profit after Exceptional Item (144.81) (99.24)

Provision for Taxation

i) Current Year 0 0

ii) Deferred Taxation (0.72) 0.02

Net Profit before Extraordinary Item (145.52) (99.22)

Extraordinary Item 0 0

Profit after Extraordinary Item (145.52) (99.22)

Note: Previous year figures have been regrouped wherever necessary.

Operations:

During the year the company has sales revenue of Rs.75.75 Lakhs as against last year sales rev- enue of Rs.225.38 Lakhs, a decrease of about 66.4% in rupee terms. The management is expect- ing get good revenues from the second half of the financial year 2015-16 with the introduction of 10000 IU potency of Erythropoietin into the market.

Directors:

Mrs. J.Uma, Directors retiring by rotation and being eligible offers herself for reappointment.

Directors Responsibility Statement:

Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

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

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

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

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

(e) the directors, being a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following Directors namely Mr.B.R.Rao, Mr.K.Ramachandra Raju, and Mr.M.Satyanarayana Raju.

Brief description of terms of reference:

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their ap- pointment and removal;

Carry on the evaluation of every director's performance :

Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of independent Directors and the Board;

Devising a policy on Board diversity; and

Any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objective of the Policy-

To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

To determine remuneration based on the Company's size and financial positions and trends and practices on remuneration prevailing in peer companies.

To carry evaluation of the performance of Directors

To provide them rewards linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Loans, Guarantees and Investments Under Section 186:

The company has neither issued any Loans, Guarantees nor made any investments during the Financial Year.

Particulars of Contracts or Arrangements with Related Parties referred To Sec. 188(1):

The Company has not entered into any CONTRACTS OR ARRANGEMENTS WITH RELATED PAR- TIES REFERRED TO Sec. 188(1) during the Financial Year

Extract of Annual Return:

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - A to this report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo

Information with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is prepared and annexed as Annexure-B to this report.

Statutory Auditors:

At the Annual General Meeting held on 30-09-2014 M/s VASG and Associates, Chartered Accoun- tants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2017. In terms of 1st proviso to section 139(1) of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly appointment of M/s. VASG and Associates, Chartered Accountants is placed for ratification by shareholders. In the regard, the Company has received a certificate from the Auditors to the effect, if they are appointed, it will be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Audit Committee:

Composition Audit Committee included in Corporate Governance report.

Corporate Governance:

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Corporate Governance are annexed as Annexure -C to this report.

Whistle Mechanism:

The Board of Directors have adopted Whistle Blower policy. The Whistle Blower policy aims for conducting the affairs in the fair and transparent manner by adopting highest standards of professionalism, honest, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the audit committee in exceptional cases.

Company Secretary:

The company is not making sufficient profits and hence not able to appoint a Company Secretary but utilizing the service of Sri.V.B.S.S.Prasad practicing Company Secretary to look after legal compliances.

Secretarial Audit Report:

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. V.B.S.S.Prasad, Practicing Company Secretary (C.PNo: 4605) as Secretarial Audi- tor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2015.

Secretarial Audit Report issued by Mr. V B S S Prasad, Practicing Company Secretary in form MR- 3 is enclosed as Annexure - D to this Annual Report.

There are no qualifications in Secretarial Audit Report.

Particulars of Employees:

No employee of the company is in receipt of remuneration of Rs.60 Lakhs per annum, and no employees is in receipt of Rs.5 Lakhs per month, for any part of the financial year whose particulars are required to be disclosed pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Change in Nature of Business:

There is no change in the Company's nature of business during the financial year ending March 31st, 2015.

Significant and Material Orders Passed By Regulators:

No such orders have been received.

Material Changes and Commitments:

There are no Material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2015 to the date of signing of the Director's Report.

Acknowledgements:

The board wishes to place its deep sense of gratitude to all the employees for their valuable co-operation and contribution. The board also thanks all Government/statutory organizations for their support extended to the company.

During the Financial year ended 31st march, 2015, the company has not received any complaints pertaining to Sexual Harassment.

The board is also grateful to Banks and all those associated with the company for their co-operation and help.

For and on behalf of the Board For Hindustan Bio Sciences Limited

Place : Hyderabad J.V.R. Mohan Raju. Date : 29-05-2015 Chairman

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Mar 31, 2014

Dear Members,

The directors are pleased to present their report along with the Audited accounts for the year ended 31-03-2014.

(Rs. in Lakhs)

Particulars 2013-2014 2012-2013

Operating Profit (Loss) (77.55) (44.58)

Less: Depreciation & Amortisation Charges (21.69) (27.11)

Profit before Tax (99.24) (71.69)

Less: Provision for Taxation Income Tax 0.00 0.00

Add/Less: Deferred Tax Asset or Liability 0.02 (0.03)

Profit after Tax (99.22) (71.72)

Appropriations:

Proposed Dividend NIL NIL

Balance carried forward to Balance Sheet. (183.23) (84.00)

Note: Previous year figures have been regrouped wherever necessary.

2. Operations:

During the year under review, the company achieved a turnover of Rs.225.38 Lakhs and it is hopeful of achieving better results in the year ahead as we are planning to introduce 10000 IU Potency Erythropoietin as we are having many potential customers for this potency.

3. Directors:

Sri M.Satyanarayana Raju, Sri B R Rao, and Sri K. Rama Chandra Raju Directors retiring by rotation and being eligible offers themselves for reappointment.

4. Directors Responsibility Statement:

Your Directors would like to inform members that the audited accounts containing the Financial Statements for the year 2013-2014 are in full conformity with requirement of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the company''s financial condition and result of operations. These financial statements are audited by the statutory Auditors M/s VASG AND ASSOCIATES

Your Directors further confirm that:

(i) . In the preparation of the annual accounts, applicable accounting standards have been followed.

(ii) . The accounting policies are consistently applied and reasonable, prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

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

(iv) . That the directors had prepared the annual accounts on a going concern basis. 5.Statutory Auditors:

The Company, in terms of Section 139 (1) and (2) of the Act 2013, is required to appoint statutory auditors for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

M/s. VASG AND ASSOCIATES., Chartered Accountants, Hyderabad, who were earlier appointed as statutory auditors of the Company, at the annual general meeting held on 30-09-2006, are eligible to be appointed for the remaining period of three years out of the first term of five consecutive years in terms of the Act 2013.

The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as auditors for the aforesaid period.

6. Company Secretary:

The company is not making sufficient profits and hence not able to appoint a company secretary but utilizing the service of Sri.V.B.S.S.Prasad practicing Company Secretary to look after legal compliances.

7. Corporate Governance:

A note on corporate governance is enclosed.

8. Particulars of Employees:

No employee of the company is in receipt of remuneration of Rs.60 Lakhs per annum, and no employees is in receipt of Rs.5 Lakhs per month, for any part of the financial year whose particulars are required to be disclosed pursuant to section 217 (2A) of the Companies Act, 1956 and the companies (particulars of Employees) rules, 1975 as amended.

9. Acknowledgements:

The board wishes to place its deep sense of gratitude to all the employees for their valuable co-operation and contribution. The board also thanks all Government/statutory organizations for their support extended to the company.

The board is also grateful to Banks and all those associated with the company for their co- operation and help.

For and on behalf of the Board For Hindustan Bio Sciences Limited

Place : Hyderabad J.V.R. Mohan Raju. Date : 29-05-2014 Chairman

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Mar 31, 2012

To The Members'

The directors are pleased to present their report along with the Audited accounts for the year ended 31-03-2012.

1. Financial Results: Rs. In Lakhs

Particulars 2011-2012 2010-2011

Operating Profit (Loss) 17.76 29.64

Less: Depreciation & Amortisation charges 26.43 26.46

Profit Before Tax 26.67 3.18

Less: Provision for Taxation

Income Tax 0.00 0.65

Add/Less: Deferred Tax Asset or Liability 0.01 -1.70

Profit after Tax -8.66 0.83

Appropriations:

Proposed Dividend NIL NIL

Balance carried forward to Balance Sheet -12.29 -3.63

Note: Previous year figures have been regrouped wherever necessary.

2.Operations:

During the year under review' the company achieved a turnover of Rs.270.59 lakhs and it is hopeful of achieving better results in the year ahead as the products are well accepted in the market.

3. Directors:

Sri. A V V Satyanarayana and Sri. M.Satyanarayana Raju' Directors retiring by rotation and being eligible offers themselves for reappointment.

4. Directors Responsibility Statement:

Your Directors would like to inform members that the audited accounts containing the Financial Statements for the year 2011-2012 are in full conformity with requirement of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the company's financial condition and result of operations. These financial statements are audited by the statutory Auditors M/s. Rao & Sridhar. Your Directors further confirm that:

(i) In the preparation of the annual accounts' applicable accounting standards have been followed.

(ii) The accounting policies are consistently applied and reasonable' prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

5. Auditors:

M/s. Rao & Sridhar.' Chartered Accountants' Hyderabad' who has been appointed as an auditors of the company in the last Annual General Meeting retire at the conclusion of this Annual General Meeting and being eligible and have conveyed their consent to be reappointed.

The company is not making sufficient profits and hence not able to appoint a company secretary but utilizing the service of Sri.V.B.S.S.Prasad practicing Company Secretary to look after legal compliances.

6. Corporate Governance :

A note on corporate governance is enclosed.

7. Particulars Of Employees :

No employee of the company is in receipt of remuneration of Rs.60 Lakhs per annum' and no employees is in receipt of Rs.5Lakhs per month' for any part of the financial year whose particulars are required to be disclosed pursuant to section 217 (2A) of the Companies Act' 1956 and the companies (particulars of Employees) rules' 1975 as amended.

8. Acknowledgements :

The board wishes to place its deep sense of gratitude to all the employees for their valuable co-operation and contribution. The board also thanks all Government/statutory organizations for their support extended to the company.

The board is also grateful to Banks and all those associated with the company for their co-operation and help.

For and on behalf of the Board For Hindustan Bio Sciences Limited Place : Hyderabad J.V.R.Mohan Raju

Date : 24.05.2012 Chairman

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Mar 31, 2010

The directors are pleased to present their report along with the Audited accounts for the year ended 31-03-2010.

1. Financial Results: Rs. In Lakhs

Particulars 2009-2010 2008-2009

"Operating Profit (Loss) -7.68 34.76

Less: Depreciation 5.44 6.11

Less: Miscellaneous Expenditure Written off 8.25 15.88

Add: Excess Provision of Income Tax in

previous year 0.88 0.00

Profit Before Tax -20.49 12.77

Less: Provision for Taxation

Income Tax 0.00 1.45

Fringe Benefit Tax 0.00 1.35

Add/Less: Deferred Tax Asset or Liability 0.07 (0.02)

Profit after Tax -20.42 9.95

Appropriations:

Proposed Dividend NIL NIL

Balance carried forward to Balance Sheet -4.46 15.96





Note: Previous year figures have been regrouped wherever necessary. 2.Operations:

During the year under review, the company achieved a turnover of Rs. 393.79 lakhs and it is hopeful of achieving better results in the year ahead as the products are well accepted in the market.

3. Directors:

Sri B.R. Rao and Smt. J. Uma, Directors retiring by rotation and being eligible offers themselves for reappointment.

Sri M. Satyanarayana Raju having rich experience is several fields, be and is hereby proposed to be appointed as Director retiring by rotation.

4. Directors Responsibility Statement:

Your Directors would like to inform members that the audited accounts containing the Financial Statements for the year 2009-2010 are in full conformity with requirement of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the companys financial condition and result of operations. These financial statements are audited by the statutory Auditors M/s. Rao & Sridhar. Your Directors further confirm that:

(i). In the preparation of the annual accounts, applicable accounting standards have been followed.

(ii). The accounting policies are consistently applied and reasonable, prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

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

(iv). That the directors had prepared the annual accounts on a going concern basis.

5. Auditors:

M/s. Rao & Sridhar., Chartered Accountants, Hyderabad, who has been appointed as an auditors of the company in the last Annual General Meeting retire at the conclusion of this Annual General Meeting and being eligible and have conveyed their consent to be reappointed.

The company is not making sufficient profits and hence not able to appoint a company secretary but utilizing the service of Sri. V.B.S.S.Prasad practicing Company Secretary to look after legal compliances.

6. Demolition of assets :

The Share holders of the Company approved the resolution for sale of the assets of the Company in its Annual General Meeting held on 30-09-2009. The Company sold the Land pertaining to Cement Division on 22nd March, 2010, as it not usable. As the Building along with Plant and Machinery on the said land, which is not serviceable, has been demolished. The value of Demolished Property value was Rs. 56.54 laksh.

7. Corporate Governance :

A note on corporate governance is enclosed.

8.Particulars Of Employees :

No employee of the company is in receipt of remuneration of Rs.24 Lakhs per annum, and no employees is in receipt of Rs.2 Lakhs per month, for any part of the financial year whose particulars are required to be disclosed pursuant to section 21 7 (2A) of the Companies Act, 1956 and the companies (particulars of Employees) rules, 1975 as amended.

9. Acknowledgements :

The board wishes to place its deep sense of gratitude to all the employees for their valuable co-operation and contribution. The board also thanks all Government/statutory organizations for their support extended to the company.

The board is also grateful to Banks and all those associated with the company for their co-operation and help.





For and on behalf of the Board

For Hindustan Bio Sciences Limited

Place : Hyderabad J.V.R.Mohan Raju

Date : 31.05.2010 Chairman