Directors Report of Southern Online Bio Technologies Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting before you the Seventeenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 March, 2015.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. in Lakhs)

Particulars 2014-15 2013-14

Total Income 24736.65 20151.14

Total Expenditure 27951.86 22677.89

Profit before Tax (3215.21) (2526.75)

Less: Provision for taxation (2045.58) (819.80)

Net Loss after Tax (1169.63) (1706.95)

STATE OF COMPANY AFFAIRS:

Operations:

The total revenue of the Company for the financial year ended 31st March, 2015 is Rs. 24736.65 Lakhs as compared to the previous year's total revenue of Rs. 20151.14 lakhs. During this financial year the Company has incurred a net loss of Rs.1169.63 Lakhs as against the previous year's net loss of Rs. 1706.95 Lakhs. The net loss incurred is due to delay in getting the working capital limits and also plant was shutdown since October 2014 due to the damages caused by Hudhud cyclone.

Prospects:

Encouragement from Government under leadership of Hon'ble Prime Minister Sri Narender Modi, the Government of India initiated the usage of Bio diesel In all transport sectors due to which the Bio diesel industry has become much more attractive than earlier within India itself. The Company has received good amount of Biodiesel supply orders from Road Transport Corporations and Indian Railways, besides the existing orders from domestic and international markets. Hence the Bio diesel business in India will emerge as one of the most attractive and important sector.

ISP Division

The Company presently provides internet services as a Licensed ISP. The Company Services include the following:

- Server Co-Location

- Leased Line services (Terrestrial and RF links)

- Broad band services

- Networking solutions.

- Web hosting services

Bio diesel Division:

The Company has two Bio diesel units, one is at Samsthan Narayanpur (V&M), Nalgonda District, Telangana State with 36TPD capacity and the other is at APIIC, SEZ, Atchutapuram, Rambilli Mandal, Visakhapatnam, Andhra Pradesh state with 250 TPD capacity. The Company has been supplying Bio diesel to various well reputed customers like India Railways, Telangana State Road Transport Corporation, Sovino foods Pvt Ltd, Biking Foods Pvt Ltd, Jubilant Generics Ltd, Trimex Sands Pvt ltd, G.S B Forge Pvt Ltd, Coronet Foods PVt Ltd, Bio Future Ltd, Baharat Petroleum Corporation Ltd, My ECO Energy Ltd and other traders etc.,

Plant at Visakhapatnam:

The Company has executed 6000 MTs UCOME / PUCO order of Europe successfully. All the external damages of Hudhud cyclone have been restored and very shortly will commence the operations after thorough check for the internal damages.

Plant at Tondiarpet, Chennai:

The 30 TPD Biodiesel plant for Indian Railways Organization for Alternate Fuels (IROAF), Ministry of Railways is under implementation by the Company and is expected to commence the operations before the end of this year.

IROAF order for another Biodiesel plant at Ralpur, Chattlsgarh:

Company has become L1 in the tender of executing the Raipur Bio diesel plant at Chattisgarh for IRAOF and awaiting for the execution order.

Bio diesel orders:

The Company has received Biodiesel supply Orders from Indian Railways, Telangana State Road Transport Corporation and many orders from Advait.

ISCC certificate:

Company has acquired prestigious International Sustainability and Carbon Certification (ISCC EU) which is approved by European Commission by Intertek, Germany.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. P Murali & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed.

DEMATERIALISATION OF SHARES:

92.71% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 7.29% is in physical form. The Company's Registrars are M/s Aarthi Consultants Pvt. Ltd., having their registered office at 1-2-285, Domalguda, Hyderabad - 500 029.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Pursuant to the provisions of the section 161(1} of the Companies Act, 2013 read with the Articles of Association of the company, Mr. G Viswanath is appointed as Nominee Director (Bank of India) who shall hold office only up to the date of this Annual General Meeting. Now the Board proposes to appoint him as Nominee Director (Bank of India) not liable to retire by rotation.

Notice has been received from a Member proposing candidature of the Director namely Mr.G Viswanath for the office of Director of the Company, A brief profile of proposed Nominee Director (Bank of India), including nature of his expertise, is provided in the Annual Report.

Mr. N Satish Kumar will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment

Mr K. Radha Krishna will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

Mr BHR Balaji re-appointed as an Executive Director for a period of three years w.e.f. 5th January 2015.

Mr K. Radha Krishna re-appointed as an Whole Time Director & CFO for a period of three years w.e.f. 5th January 2015.

Mr B. Sreedhara Reddy re-appointed as an Director - Administration for a period of three years w.e.f. 5th January 2015.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received a declaration from MsT Rohini Reddy, Mr Bachala Ashok and Mr Ashiwini Kumar Tripathi directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and are annexed herewith. (Annexure -A)

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2014-15 the Board of Directors met 9 times on the following dates: 09th April 2014, 30th May 2014, 18th July 2014, 14th August 2014, 13th September 2014, 01st October 2014,14th November 2014,12th February 2015 and 30th March 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31s March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. P Murali & Co., Chartered Accountants, Hyderabad retire at this Annual General Meeting and being eligible, offer themselves for re-appointment.

ii) Cost Auditors:

M/s. Lavanya & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the financial year 2015-16 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

Mi) Internal Auditors

M.M Reddy & Co., Chartered Accountants, Hyderabad shall be the Internal Auditors of the Company. iv) Secretarial Audit:

According to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report (Annexure-1.)

AUDITORS REPORT:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended 31s1 March 2015 and has noted that the same does not have any reservation, qualification or adverse remarks, however the Board decided to further strengthen the existing system and procedures.

SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Auditor Report for the year ended 31st March 2015 and has noted that the same does not have any reservation, qualification or adverse remarks.

CAPITALOF THE COMPANY

The Authorised Share Ca pital of the Company is Rs 75,00,00,000/- (Rupees Seventy Five Crores only) divided into 7,50,00,000 equity shares of Rs 10/- each. During the year the company has allotted 77,15,414 Equity shares of Rs 10/-each. The paid up capital of the Company is Rs 58,99,32,880 divided into 5,89,93,288 equity shares of Rs 10/-each.

INFORMATION ABOUT SUBSIDIARIES:

Southern Biofe Biofuels Pvt Ltd (SBBF) is a wholly owned subsidiary of the Company. SBBF was incorporated on 08.05.2002 with an authorized share capital of Rs.34,40,000/-. SBBF initially focused on the establishment and production of biodiesel, the activity of which has been taken over by Southern Online Bio Technologies Ltd. The Company has no operations in the last financial year.

INVESTMENT IN MARVEL BIO OILf ZE:

Company has acquired in the financial year 2015-16, M/s. Marvel Bio Oil FZE in Hamriyah Free Zone, Sharjah, United Arab Emirates, to facilitate the trading activity in Middle East Subsequent to acquisition M/s Marvel Bio Oil FZE has become 100% Subsidiary of the Company.

PUBLIC DEPOSFTS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

SECRETARIAL STANDARDS:

Event based Disclosures

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: Not Applicable (NA)

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: Yes

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace {Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil

No. of complaints disposed off: Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILrTY (CSR):

Corporate Social Responsibility required to be disclosed under Section 135 of the Companies Act, 2013 read with Companies {Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company. Hence, composition of committee is not required.

VIGIL MECHANISM:

In pursuant to the provisions of section 177{9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.sol.net.in under investors.

RELATED PARTY TRANSACTIONS:

Pursuant to the Share holders approval in the Annual General Meeting held on 30r September 2014, the Company tookon lease of FourwheelerVehicles(Cars)fromThree Whole Time Directors of the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as. Annexure-2.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1 )(2} & (3) of the Companies(Appointment & Remuneration} Rules, 2014, ratio of remuneration to maiden employees for Mr. N Satish Kumar is 1:2.6 times in rupees and for Mr. K Radha Krishna is 1:1.6 times in rupees.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to Statutory compliance with respect to affairs of the Company with all respects.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

UNCLAIMED SECURITIES DEMAT SUSPENSE ACCOUNT:

As on date, there are 8239 Equity Shares of Rs. 10/- each, which were allotted in Initial Public Offer and Rights Issue of 2005, were lying in the escrow account due to non-availability of 18 shareholders correct particulars. Despite various reminders to them, byAarthi Consultants Private Limited our Registrars and Share Transfer Agents, no response has been received. As a result, the said unclaimed shares are credited to Southern Online Bio Technologies Ltd - Unclaimed Securities Demat Suspense Account in view of compliance of Clause 5A of the Listing Agreement. Such shareholders may approach either the Company or our Registrars and Share Transfer Agents with their correct particulars and proof of their identity for crediting requisite shares from the Demat Suspense Account to their individual demat Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standards AS - 21, notified by Companies (Accounting Standards) Rules 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its Subsidiary M/s Southern Biofe Bbfuels Pvt Ltd forms part of this annual report.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Indian Railways Organisation for Alternate fuels, Indian Railways, Telangana State Road Transport Corporation, Bankers, employees, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

For and on behalf of the Board of Directors

Place: Hyderabad Sd/- Sd/-

Date : 07.08.2015 N Satish Kumar K Radha Krishna

Managing Director Whole Time Director & CFO

---

Mar 31, 2014

To the Members,

We are delighted to present the report on our business and operation for the year ended 31st March 2014.

Results of our operation

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs) Particulars 2013 -14 2012-13

Total Income 20151.14 14334.61

Total Expenditure 22677.89 14938.96

Profit before Tax (2526.75) (604.34)

Less: Provision for taxation (819.80) 357.75

Net Loss after Tax (1706.95) (962.09)

Review and Prospects

The total revenue of the Company for the financial year ended 31st March, 2014 is Rs.20151.14 Lakhs as compared to the previous year''s total revenue of Rs14334.61akhs. During this financial year the Company has incurred a net loss of Rs. 1706.95 Lakhs as against the previous year''s net loss of Rs 962.09 Lakhs (after deferred tax assets provision). The net loss incurred is due to low average capacity utilization and non operations because of limited working capital and also delay in getting the required and sanctioned working capital limits.

The Company''s Products / Services

The Company presently provides Internet Services as a Licensed ISP. The Company''s services include the following:

- Server Co-Location

- Leased Line Services (Terrestrial and RF Links)

- Broadband Services

- Net Working Solutions

- Web Hosting Services.

Biodiesel Units

The Company has two Biodiesel Units

1. One is at Samsthan Narayanpur Village & Mandal, Nalgonda District with 30,000 Liters per day capacity.

2. The other unit is at APIIC-SEZ, Atchutapuram, Rambilli Mandal, Visakhapatnam with 2,50,000 Liters per day capacity.

The Company has been supplying biodiesel to various well reputed customers like Panama Petro Chem, IpsaTexchem, Sovino foods Pvt Ltd, Real Bakers Pvt Ltd, Anand foods Pvt Ltd, 8 units of Parle group, Evergreen Energy Inc., Witmans Industries, Biking Foods Pvt Ltd, Jubilant Life Sciences, Paramount Chemicals, Google colors, Hotel Radisson Blu, Hotel Marriott and other traders etc.

Plant at Vizag

The plant is all set for optimum production capacity utilization in the coming fiscal year with the sanctioned working capital limits. The Company is in receipt of 4000 Mts of UCOME (Biodiesel) order from Europe.

Plant at Tondiarpet, Chennai.

The 30 TPD Biodiesel plant for Indian Railways Organization for Alternate Fuels (IROAF), Ministry of Railways is under implementation by the Company.

Corporate Debt Restructuring (CDR)

The working of your company was adversely affected due to insufficient working capital which resulted in to low capacity utilisation. To get the required working capital and to overcome the adverse effects of low capacity utilisation, your Company made a reference to the CDR cell through Bank of India for restructuring of the debts of the Company and to have the required working capital limits for the company through CDR mechanism envisaged under RBI guidelines dated August 23, 2001 and subsequent amendments thereto. The CDR Empowered Group (CDR-EG) approved a restructuring scheme in terms of which the existing facilities were restructured in October 2013 and also approved the demerger of Internet Service provider and Biodiesel businesses. The Company had executed the Master Restructuring Agreement in February 2014 (the MRA) with CDR Lender in furtherance of CDR scheme, besides various other related documents as envisaged under the CDR scheme. The cut off date is 1st April 2013. The CDR proposal includes a two year moratorium on principal and term debt interest payments and approximately 3% reduction in interest rates. In terms of CDR scheme, the promoters (on their own or together with friends, relatives and associates) are required to bring in equity to the extent of Rs 6.23 Cr into the Company within the stipulated time, which has been infused successfully before March 2014.

Credit facilities sanctioned under CDR

The following credit facilities have been sanctioned/ Restructured by the Consortium banks CDR EG (Bank of India, State Bank of Hyderabad, UCO Bank and Punjab National Bank):

1. Term Loan III - Restructured to Rs 39.44 Cr

2. Term Loan IV- Restructured to Rs 24.52 Cr

3. Funded Interest Term Loan (FITL) I- Restructured to Rs 10.59 Cr

4. Working Capital Term Loan (WCTL) I- Restructured to Rs 22.00 Cr

5. Additional sanction of FITL II- Restructured to Rs 24.54 Cr

6. Additional Sanction of WCTL II - Rs 22.45 Cr

7. Working Capital Fund Based (WCFB) enhanced from Rs 12.55 Cr (after WCTL II carved) to Rs 45.46 Cr

8. WCFB enhanced from Rs 36.75 Cr to Rs 80.83 Cr

The above said limits are secured by way of charge on the movable and immovable properties of the Company and personal guarantees of Directors.

Term Loan I and II have been fully paid.

Directors

Pursuant to the Articles of Association of the Company and the Companies Act, 2013, Mr B Sreedhara Reddy and Mr BHR Balaji Directors, whose period of office is determined to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr Bachala Ashok, Ms T Rohini Reddy, Mr Kishor Shah and Mr Ashwini Kumar Tripathi as Independent Directors for five consecutive years for a term up to 31st March 2019. Details of the proposal for appointment for the above said independent directors are mentioned in the explanatory system under section 102 of the Companies Act, 2013 of the notice of 16th AGM and also under Additional information as per clause 49 of the Listing Agreement.

Capital of the Company:

The Authorised Share Capital of the Company is Rs 75,00,00,000/- (Rupees Seventy Five Crores only) divided into 7,50,00,000 equity shares of Rs 10/- each. The paid up capital of the Company is Rs 51,27,78,740 divided into 5,12,77,874 equity shares of Rs 10/- each. 77,15,414 Equity shares of Rs 10/- each are yet to be listed with BSE and the Listing application is pending with BSE.

Corporate Governance

Your Directors are happy to report that your Company is in compliance with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance and

Management Discussion and Analysis together with a certificate from the Statutory Auditor''s confirming compliance is set out in the Annexure forming part of this report.

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 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 2014 and of the loss 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 going concern basis. Auditors

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

Auditor''s Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended 31st March 2014 and has noted that the same doesnot have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures.

Internal Auditor

M.M Reddy & Co., Chartered Accountants, Hyderabad shall be in the Internal Auditors of the Company.

Fixed Deposits

The Company has not invited/accepted any fixed deposits from the public.

Employee Particulars

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Statutory Compliance

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

(a) Conservation of Energy:

The Company has undertaken significant measures to reduce the energy consumption by using energy efficient machines and equipment. The Company also undertakes evaluation of latest technology and invests in making its infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Your company will continue to focus and invest in its R & D activities in the production of biodiesel and in providing World Class ISP services to its customers.

(c) (i) Foreign exchange earnings

(Rs in Lakhs) Particulars As at 31.03.2014 As at 31.03.2013

Export of Goods 10,095.73 8,197.76

Total 10,095.73 8,197.76

(ii) Foreign exchange Outflow

(Rs in Lakhs) Particulars As at 31.03.2014 As at 31.03.2013

Foreign Travel 77.81 5.32

For Purchases 8,018.55 6,557.73

Membership Fee NIL 3.22

Total 8,096.36 6,566.27

Stock Exchanges

The Company''s Equity shares are listed in Bombay Stock Exchange Limited (Stock Code: 532669). The Company has paid the Listing Fees to the Stock Exchange for the Financial Year 2014-15.

Unclaimed Securities Demat Suspense Account

As on date, there are 8239 Equity Shares of Rs. 10/- each, which were allotted in Initial Public Offer and Rights Issue of 2005, were lying in the escrow account due to non-availability of 18 shareholders correct particulars. Despite various reminders to them, by Aarthi Consultants Private Limited our Registrars and Share Transfer Agents, no response has been received. As a result, the said unclaimed shares are credited to Southern Online Bio Technologies Ltd - Unclaimed Securities Demat Suspense Account in view of compliance of Clause 5A of the Listing Agreement. Such shareholders may approach either the Company or our Registrars and Share Transfer Agents with their correct particulars and proof of their identity for crediting requisite shares from the Demat Suspense Account to their individual demat Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

International Sustainability for Carbon Certification (ISCC)

Your Company is the first in India to receive ISCC. The ISCC is mandatory for exporting Biodiesel and Used Cooking Oil to European countries and it is renewed .

Consolidated Financial Statements

In accordance with the Accounting standards AS-21, notified by Companies (Accounting Standards) Rules 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary M/s Southern Biofe Biofuels Private Limited forms part of this annual report.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, the Office of APIIC & APSEZ, APITCO, Pollution Control Board, Engine manufacturers like Kirloskar, Indian Railways, Research Designs and Standard Organization (RDSO) of Indian Railways, Central & State Government and all the trusted shareholders. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the Board of Directors Sd/- Sd/- Place: Hyderabad N. Satish Kumar K. Radha Krishna Date :14.08.2014 Managing Director Director -Finance & CFO

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2013.

Financial Results

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:



(Rs. in Lakhs)

Particulars 2012-13 2011-12

Total Income 14334.61 9151.22

Operating Profit / Loss (332.48) (2650.94)

Less: Depreciation and amortization expense 271.86 708.26

Less: Provision for Tax - -

Net Loss (after deferred tax assets provision) (962.09) (3590.99)



Review and Prospects

The total revenue of the Company for the financial year ended 31st March, 2013 is Rs.14334.61 Lakhs as compared to the previous year''s total revenue of Rs 9151.22 Lakhs. During this financial year the Company has incurred a net loss of Rs. 962.09 Lakhs as against the previous year''s net loss of Rs 3590.99 Lakhs (after deferred tax assets provision). The net loss incurred is due to very low average capacity utilisation and non operations because of non availability of the sufficient working capital and also delay in getting working capital limits. At present the request for required additional working capital enhancement from all the consortium banks (Bank of India, State Bank of Hyderabad, Punjab National bank and UCO Bank) is under process.

The Company''s Products / Services

The Company has been providing a wide spectrum of services, which includes basic services like Internet access, E-mail etc. and value added services such as Add on hours.

The Company presently provides Internet Services as a Licensed ISP. The Company''s services include the following:

- Server Co-Location

- Leased Line services (Terrestrial and RF links)

- Broadband Services

- Networking Solutions

- Web Hosting Services Biodiesel Units

Your Company has two Biodiesel Units

1 One is at Samsthan Narayanpur Village & Mandal, Nalgonda District with 30,000 Liters per day capacity.

2. The other unit is at APIIC-SEZ, Atchutapuram, Rambilli Mandal, Visakhapatnam with 2,50,000 Liters per day capacity.

The Company has been supplying biodiesel to various well reputed customers like Kirloskar Oil Engines, Panama Petro Chem, Ipsa Texchem, Sovino foods Pvt Ltd, Real Bakers Pvt Ltd, Anand foods Pvt Ltd, Parle group, Evergreen Energy Inc., Witmans Industries, Biking Foods Pvt Ltd,Jubilant Life Sciences, Paramount Chemicals, Google colors, Hotel Radisson Blu, Hotel Marriott and other traders etc

Plant at Vizag

As stated earlier the plant is all set for production at its optimum capacity but the plant at Visakhapatnam was shut down due to major modification and up gradation of the technology till January 2013. The Company has exported 3000 Tonnes of Processed Used Cooking Oil from this plant.

Plant at Tondiarpet, Chennai.

Company has started setting up and establishment of Biodiesel plant for Indian Railways Organization for Alternate Fuels (IROAF), Ministry of Railways and it is under implementation.

Enhancement of Credit Facilities from Consortium Banks

During the year working capital was enhanced from Rs 22.65 crores to Rs 35.00 crores and also got additional sanction of non fund based limits to the tune of Rs 36.00 crores from all the consortium banks (Bank of India " lead banker, State Bank of Hyderabad, Punjab National Bank and UCO Bank.)

Directors

Pursuant to Article 48 of the Articles of Association of the Company, Mr Y Anand Swaroop and Ms T Rohini Reddy Directors, whose period of office is determined to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Corporate Governance

Your Directors are happy to report that your Company is in compliance with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor''s confirming compliance is set out in the Annexure forming part of this report.

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 the loss 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 going concern basis.

Auditors

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

Cost Auditor

"Pursuant to the provisions of Section 233B of the Companies Act 1956 and with the approval of Central Government Ms Kandala Venkata Naga Lavanya, bearing the Member ship no. 31069 of the Institute of Cost Accountants of India, a practising Cost and Management Accountant has been appointed as the Cost Auditor to conduct the audit of cost records of Bio Diesel products for the ended 31st March 2013 for the first time. The due date of filing the cost auditor reports for the year ended 31st March 2013 is 30th September 2013.

The board of directors re-appointed Ms Lavanya as the Cost Auditor for conducting the Cost Audit for the financial year 2013-14. Subject to the compliance with all the requirements as stipulated in circular no. 15/2011 dated 11th April 2011 and 36/ 2012 dated 6th November 2012 issued by the MCA, the audit committee of directors recommended her re-appointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed under section 224(1B) of the Companies Act, 1956."

Fixed Deposits

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

Employee Particulars

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

(a) Conservation of Energy:

Company''s ISP operations and administration require electrical energy for computer systems, air conditioning and lighting, which are not energy intensive. Whereas the Biodiesel plant requires huge electrical energy for operations of the Biodiesel production unit. During the current financial year the Company has undertaken significant measures to reduce the energy consumption by using energy-efficient machines and equipment. The Company also undertakes evaluation of latest technology and invests in making its infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Your company will continue to focus and invest in its R & D activities in the production of biodiesel and other products. Your company also leverages its excellence in technology for providing World Class ISP services to its customers in the state of Andhra Pradesh. The continual exposure to new technologies has helped to maintain high motivation levels in employees and to provide quality services. Your company continues to give due importance to research and development to provide high quality of ISP services and better products from biodiesel division.

(c) (i) Foreign exchange earnings: There are no foreign exchange earnings



(ii) Foreign Exchange out go: Total Rs. 65,66,27,214/-

Particulars Rs.

Foreign Travel 5,32,722

Purchase of Equipments 65,57,72,786

Membership Fee 3,21,706

TOTAL 65,66,27,214

Stock Exchanges

The Company''s present Equity shares are listed in Bombay Stock Exchange. The Company has paid the Listing Fees to the Stock Exchange for the Financial Year 2012- 13 and 2013-14.

Unclaimed Securities Demat Suspense Account

As on date, there are 8239 Equity Shares of Rs. 10/- each, which were allotted in Initial Public Offer and Rights Issue of 2005, were lying in the escrow account due to non- availability of 18 shareholders correct particulars. Despite various reminders to them, by Aarthi Consultants Private Limited our Registrars and Share Transfer Agents, no response has been received. As a result, the said unclaimed shares are credited to Southern Online Bio Technologies Ltd - Unclaimed Securities Demat Suspense Account in view of compliance of Clause 5A of the Listing Agreement. Such shareholders may approach either the Company or our Registrars and Share Transfer Agents with their correct particulars and proof of their identity for crediting requisite shares from the Demat Suspense Account to their individual demat Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Awards to the Company

- The Institute of Economic Studies, New Delhi has awarded a prestigious "Barons of Indian Business Development Award"in the year 2012.

- Certificate of Excellence in recognition of Exemplary growth from Inc. India 500 in the year 2012.

International Sustainability for Carbon Certification (ISCC)

Your Company is the first in India to receive ISCC. The ISCC is mandatory for exporting Biodiesel and Used Cooking Oil to European countries.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, the Office of APIIC & APSEZ, APITCO, Pollution Control Board, Engine manufacturers like Kirloskar, Indian Railways, Research Designs and Standard Organization (RDSO) of Indian Railways, Central & State Government and all the trusted shareholders. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.



On behalf of the Board

N. Satish Kumar K. Radha Krishna

Managing Director Director Finance

Date : 22.08.2013

Place: Hyderabad

---

Mar 31, 2012

The Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2012.

Financial Results

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

Particulars 2011 – 12 2010 – 11

Total Income 9151.22 6088.28

Operating Profit (2650.94) (226.82)

Less: Depreciation and amortization expense 708.26 471.76

Less: Provision for Tax - -

Net Loss (after deferred tax assets provision) (3590.99) (1068.83)

Review and Prospects

The total revenue of the Company for the financial year ended 31st March, 2012 is Rs.9151.22 Lakhs as compared to the previous year’s total revenue of Rs 6088.28 Lakhs. During this financial year the Company has incurred a net loss of Rs. 3590.99 Lakhs as against the previous year’s net loss of Rs 1068.83 Lakhs (after deferred tax assets provision). The net loss incurred is due to very Low average capacity utilization in FY 2011-12 mainly due to initial teething problems and bottle neck in handling high FFA oils resulting in delay of stabilization of the Vizag plant also due to above reasons Net working Capital (NWC) was eroded towards repayment of Term loans, Interest and operating expenses and hence there was shortfall of NWC to run the plant continuously, even at break even capacity.

The Company’s Products / Services

The Company has been providing a wide spectrum of services, which includes basic services like Internet access, E-mail etc. and value added services such as Add on hours. The Company presently provides Internet Services as a Licensed ISP. The Company’s services include the following:

• Server Co-Location • VOIP Services

• Leased Line services (Terrestrial and RF links)

• Dedicated Servers

• Networking Solutions

• Web Hosting

Biodiesel Units

Your Company has two Biodiesel Units

1 One is at Samsthan Narayanpur Village & Mandal, Nalgonda District with 30,000 Liters per day capacity .

2. The other unit is at APIIC-SEZ, Atchutapuram, Rambilli Mandal, Visakhapatnam with 2,50,000 Liters per day capacity.

The Company has been supplying biodiesel to various well reputed customers like Kirloskar Oil Engines, Panama Petro Chem, Ipsa Texchem, Sovino foods Pvt Ltd, Real Bakers Pvt Ltd, Anand foods Pvt Ltd, Parle group, Evergreen Energy Inc., Witmans Industries, Biking Foods Pvt Ltd and other traders etc

Plant at Vizag

As stated earlier all modifications have taken

place and Raw Material supply & finished product contracts are signed and are in place. The unit is ready for production. Once the additional working capital is infused production will be commenced.

Plant at Tondiarpet, Chennai.

Having experience in setting up two Biodiesel units, now your company has got an order from Indian Railways Organization for Alternate Fuels (IROAF), Ministry of Railways to set up/ construct, maintenance and operation of 30 tons per day capacity biodiesel unit at Tondiarpet, Chennai. The Company has started implementing the Biodiesel project for IROAF. The progress of execution of the project is satisfactory.

Enhancement of Credit Facilities from Consortium Banks

During the year the company has got additional sanction of Rs 24.52 crores towards the pending Capex creditors and addition of new equipment for the Capacity enhancement and operational flexibility. Also Additional Funded Interest Term Loan (FITL) of Rs 10.71 crores was sanctioned to provide Interest moratorium for the existing Term loan. Originally Rs 44.65 crores of working capital was sanctioned for both units Viz Nalgonda and Vizag units together and the same was eroded due to delay in stabilization of the Vizag Unit. As such eroded NWC of Rs22.00 crores is converted to working capital Term loan (WCTL) based on the September 2011 current assets and the balance of Rs 22.65 Crores was only available as working capital limits for both the units, which was not sufficient to run the Vizag Plant. Above additional facilities were sanctioned and joint documentation was executed by all the banks in the month of March 2012 without funding the eroded additional working capital limits.

However in the recent consortium meeting held on 13th June 2012, all consortium banks have

in-principally agreed to fund the required additional working capital for Vizag Unit as per the TEV study done by the lead Banker, Bank of India. Accordingly proposal was sent to their respective consortium banks Head offices for approval of additional working capital.

Directors

Pursuant to Article 48 of the Articles of Association of the Company, Mr Kishor Shah and Mr Christian A Schmidt Directors, whose period of office is determined to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Corporate Governance

Your Directors are happy to report that your Company is in compliance with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor’s confirming compliance is set out in the Annexure forming part of this report.

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, 2012, 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 2012 and of the profit of the company for the financial year ended 31st March 2012.

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, 2012 on going concern basis.

Auditors

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

Fixed Deposits

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

Employee Particulars

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956.

(a) Conservation of Energy:

Company’s ISP operations and administration require electrical energy for computer systems, air conditioning and lighting, which are not energy intensive. Whereas the Biodiesel plant requires huge electrical energy for operations of the Biodiesel production unit. During the current financial year the Company has undertaken significant measures to reduce the energy consumption by using energy-efficient machines and equipment. The Company also undertakes evaluation of latest technology and invests in making its infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Your company will continue to focus and invest in its R & D activities in the production of biodiesel and other products. Your company also leverages its excellence in technology for providing World Class ISP services to its customers in the state of Andhra Pradesh. The continual exposure to new technologies has helped to maintain high motivation levels in employees and to provide quality services. Your company continues to give due importance to research and development to provide high quality of ISP services and better products from biodiesel division.

Stock Exchanges

The Company’s present Equity shares are listed in Bombay Stock Exchange. The Company has paid the Listing Fees to the Stock Exchange for the Financial Year 2011-12 and 2012-13.

Voluntary delisting of shares from Bangalore Stock Exchange (BgSE)

The equity shares of the company are listed in the Bombay Stock Exchange Limited in addition to Bangalore Stock Exchange Limited. The Equity shares of the Company are traded all over India through online terminals provided by BSE. It has been observed that there was no trading of the company's equity shares in BgSE for past several years and it was therefore felt that continued listing with BgSE did not provide any significant advantage to shareholders of the company and the delisting would not cause any inconvenience to the shareholders in and around Bangalore. The said delisting would also result in savings to Company in terms of reduced costs and administrative work. The equity shares of the company will continue to be listed on BSE having nation wide terminals and that there would be no change in the capital structure of the Company post delisting from BgSE.

Therefore the securities of the Company has been delisted from Bangalore Stock Exchange Limited w.e.f 1st February 2011 pursuant to Regulation 7 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009.

Unclaimed Securities Demat Suspense Account

As on date, there are 8239 Equity Shares of Rs. 10/- each, which were allotted in Initial Public Offer and Rights Issue of 2005, were lying in the escrow account due to non-availability of 20 shareholders correct particulars. Despite various reminders to them, by Aarthi Consultants Private Limited our Registrars and Share Transfer Agents, no response has been received. As a result, the said unclaimed shares are credited to Southern Online Bio Technologies Ltd - Unclaimed Securities Demat Suspense Account in view of compliance of Clause 5A of the Listing Agreement. Such shareholders may approach either the Company or our Registrars and Share Transfer Agents with their correct particulars and proof of their identity for crediting requisite shares from the Demat Suspense Account to their individual demat Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Awards to the Company

The Institute of Economic Studies, New Delhi has awarded a prestigious “Barons of Indian Business Development Award” in the year 2012 to your Company.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, the Office of APIIC & APSEZ, APITCO, Pollution Control Board, Engine manufacturers like Kirloskar, Indian Railways, Research Designs and Standard Organization (RDSO) of Indian Railways, Central & State Government and all the trusted shareholders. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

On behalf of the Board

N. Satish Kumar K. Radha Krishna

Managing Director Director –Finance

Place: Hyderabad Date : 30.08.2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2011.

Financial Results

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:


Particulars 2010 -11 2009 -10

Total Income 7114.16 3826.46

Operating Profit (226.82) 382.40

Less: Depreciation 450.65 191.94

Less: Misc. Expenditure written off 21.11 3.69

Less: Provision for Tax - 34.13

Net Profit (after deferred tax assets provision) (1068.83) 80.85

Review and Prospects

The total revenue of the Company for the financial year ended 31st March, 2011 is Rs.7114,lft Lakhs as compared to the previous year's total revenue of Rs 382ft.4ft Lakhs, During this financial year the Company has incurred a net loss of Rs, 1068.83 Lakhs as against the previous year's net profit of Rs.80.85 Lakhs (after deferred tax provision). The net loss incurred is due to Low capacity Utilization because of initial teething problems and bottle neck in handling high FFA oils and still there is no operational losses. However the loss is mainly due to payment of interest,

The Company's Products / Services The Company has been providing a wide spectrum of services, which includes basic services like Internet access, E-mail etc. and value added services such as Add on hours. The Company presently provides Internet Services as a Licensed ISP, The Company's services include the following:

- Dial up Services

- Web Hosting

- Server Co-Location

- VOIP Services

- Leased Line services (Terrestrial and RF links)

- Dedicated Servers

- Networking Solutions

Biodiesel Units

Your Company has two Biodiesel Units

- One is at Samsthan Marayanpur Village &i Mandal, Nalgonda District with 40,000 Liters per day capacity .

- The other unit is at APIIC-SEZ, Atchutapuram, Rambilli Mandal, Visakhapatnam with 2,50,000 Liters per day capacity,

The Company has been supplying biodiesel to various well reputed customers tike Kirloskar Oil Engines, Hyderabad Castings Limited, Hotel Marriott, Taj group of Hotels, Sovino foods Pvt Ltd, Real Bakers Pvt Ltd, Anand foods Pvt Ltd, Parle group, Evergreen Energy Inc., Witmans Industries, Biking Foods Pvt Ltd and other traders etc

Plant at Vizag

Though Company has started the commercial

production in the Second quarter of 2011, there was initial teething technical problems and quality issues were there. However the company has overcome the quality problems by introducing the section called WFE which Is new to the Bio diesel Industry in the Month of January 2011. And subsequently the bottle neck for handling the capacity utilization with high FFAoils were removed to some extent by enhancing the section called esterefication section from 50 MT to 120 MT. The Company estimates 40% production capacity utilization for the year 2011-12, With good export and domestic orders on hand, supply of raw material have been tied up firmly with agreements.

Plant at Tondiarpet, Chennai. Having experience in setting up two Biodiesel units, now your company has got an order from Indian Railways Organization for Alternate Fuels (IROAF), Ministry of Railways to set up/ construct, maintenance and operation of 30 tons per day capacity biodiesel unit at Tondiarpet, Chennai. The entire production of this unit is exclusively for IROAF to cater the demand. The project cost of Rs 29.99 crores shall be borne by IROAF. Preferential Allotment

During the period under review, the allottees of 13,00,000 Warrants (for which 3,00,000 warrants money already received on 31.03.2010) issued by the Company to non- promoters on 6th October 2008 have exercised the conversion right upon payment of balance 90% of the issue price of Rs. 23.31 (including premium) per warrant, well before the due period of 18 months and the Board has allotted 13,00,000 equity shares in its meeting held on 5.04,2010 and has completed the listing formalities for the same. These equity shares are listed on the Bombay Stock Exchange. Pursuant to this Issue, the company has raised funds to the tune of Rs. 2.331 crores and the same are utilized for the purpose for which they are raised.

Directors

Pursuant to Article 48 of the Articles of Association of the Company, Mr K Tejesh Kumar and Ms T Rohini Reddy Directors, whose period of office determined to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Corporate Governance

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges, A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report. Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2 A A) 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, 2011, 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 2011 and of the profit of the company for the financial year ended 31st March 2011.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 195ft for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepa red the an n ual accounts for the financial year ended 31 st March, 2011 on a going concern basis.

Auditors

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

Fixed Deposits

The Company has not invited /accepted any fixed deposits from the public in terms of Section 5SA of the Companies Act, 1956, Employee Particulars

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required U/S 217(1) (e) of The Companies Act 1956

(a) Conservation of Energy:

Company's ISP operations and administration requires electrical energy for computer systems, air conditioning and lighting, which are not energy intensive. Whereas the Biodiesel plant requires huge electrical energy for operations of the Biodiesel production unit. During the current financial year the Company has undertaken significant measures to reduce the energy consumption by using energy-efficient machines and equipment. The Company also undertakes evaluation of latest technology and invests in making its infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Your company will continue to focus and invest in its R & D activities in the production of biodiesel and other products. Your company also leverages its excellence in technology for providing World Class ISP services to its customers in the state of Andhra Pradesh. The continual exposure to new technologies has helped to maintain high motivation levels in employees and to provide quality services. Your company continues to give due importance to research and development to provide high quality of ISP services and better products from biodiesel division. (c) (i) Foreign exchange earnings ;

There are no foreign exchange earnings

Stock Exchanges

The Company's present Equity shares are listed in Bombay Stock Exchange. The Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2010-11 and 2011-12.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, the Office of API1C & APSEZ, APITCO, Pollution Control Board, Engine manufacturers like Kirloskar, Indian Railways, Research Designs and Standard Organization (RDSO) of Indian Railways, Central & State Government and all the trusted shareholders. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

On behalf of the Board

N. Satish Kumar K, Radha Krishna

Managing Director Director -finance

Place : Hyderabad Date ; 10.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twelfth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2010.

Financial Results

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

Particulars 2009 -10 2008 -09

Total Income 3826.46 4106.33

Operating Profit 382.40 487.29

Less: Depreciation 191.94 236.49

Less: Misc. Expenditure written off 3.69 3.69

Less: Provision for Tax 34.13 28.08

Net Profit (after deferred tax assets provision) 80.85 169.33



Review and Prospects

The total revenue of the Company for the financial year ended 31st March, 2010 is Rs.3826.46 Lakhs as compared to the previous years total revenue of Rs.4106.33 Lakhs. During this financial year the Company has recorded a net profit of Rs. 80.85 Lakhs as against the previous years net profit of Rs.169.33 Lakhs (after deferred tax assets provision).

The Company has achieved a significant turnover of Rs. 989.20 lakhs with a net profit of Rs. 21.04 lakhs for the Quarterended June, 2010 when compared with previous financial year corresponding period turnover of Rs. 741.79 lakhs with a net profit of Rs.12.65 lakhs.

Awards to the Company

- Best Cleaner Production Practices & Waste Minimization techniques.

The Andhra Pradesh Pollution Control Board, Nalgonda awarded your Company "Best Cleaner Production Practices & waste minimization techniques" on the occasion of the World Environment day 5th June 2009.

- Institute of Economic Studies presented Excellence award to the Company on 5th February 2010 at Thailand.

The Companys Products / Services The Company has been providing a wide spectrum of services, which includes basic services like Internet access. E-mail etc. and value added services such as Add on hours. The Company presently provides Internet Services as a Licensed ISP. The Companys services include the following:

- Dial up Services

- Web Hosting

- Server Co-Location VOIP Services

- Leased Line services (Terrestrial and RF links)

- Dedicated Servers

- Networking Solutions

BIODIESEL PROJECT

Your Companys Biodiesel Unit has been established at Sams than Narayanpur Village & Mandal, Nalgonda District with 40,000 Liters

per day capacity with an investment of Rs.25.72 crores and your Company has commenced the sale of Biodiesel from 12.07.2007. The unit is able to produce and sell 80% of the installed capacity.

The Company has been supplying biodiesel to various well reputed customers like APSRTC, Kirloskar Oil Engines, Pune, Hyderabad Castings Limited, Hotel Marriott, Taj group of Hotels, Solveno foods pvt Ltd, Real Bakers Pvt Ltd, Anand foods Pvt Ltd, Parle group, Evergreen Energy Inc., Gujarat Witmans Industries, Biking Foods Pvt Ltd and other traders etc.,

APSRTC

The Company has supplied to Andhra Pradesh Road Transport Corporation (APSRTC) 4000 Kilo Litres during the year 2009-10 and subsequently APSRTC has given order to the Company to tune of 8000 Kilo Litres.

A part from APSRTC Company has received orders from Indian Railways for the quantity of 2664.50 Kilo Litres and 3003 Kilo Litres from BEST (Brihan Mumbai Electric Supply and Transport undertaking)

Company on regular basis is supplying to RDSO (Division of Indian Railways) and exchanging the performance of Bio Diesel on Railway Engine with RDSO.

Future Plans

Company is focusing to enter in to Agricultural business by producing and formulating the highly potential Bio agro inorganic fertilizers, nutrients and insecticides in the coming years.

Company also working closely with the technology provider in utilizing the Algae based raw material for the production of Biodiesel.

Company is planning to get in to captive power generation to meet its power requirements.

Plant at Vizag

The Company has completed the mechanical erections and structural erections of the 250 Tonnes per day capacity integrated Biodiesel unit at SEZ of AP1IC at Vizag and it is intended to export 70% of the production and 30% to the domestic market. The unit has started producing Bio diesel under trail runs. Soon the Company will go for commercial operations. The Company is expecting to receive good orders for Bio Diesel from Global Market.

Preferential Allotment

During the last financial year the Company has raised funds Rs.2.09 crores through conversion of 9,00,000 warrants into equity shares by receiving 90% balance payment of Rs.23.31 (including premium) per share/warrant allotted to non-promoters on 30th September 2008 and 06th October 2008. The above equity shares upon conversion of warrants are listed at the stock exchanges. The proceeds of the said preferential allotments are utilized for the purpose for which they are raised.

Directors

Pursuant to Article 48 of the Articles of Association of the Company, Mr Y Anand Swaroop and Mr C Raveendra Kumar Directors, whose period of office determined to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Corporate Governance

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2A A) 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 profit 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

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

Fixed Deposits

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

Employee Particulars

None of the employees is in receipt of remuneration exceeding the limit and whose

particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required under section 217(1) (e) of The Companies Act, 1956.

(a) Conservation of Energy:

Companys ISP operations and administration require electrical energy for power supply to computer systems, in air conditioning, and lighting, which are not energy intensive. Whereas the Biodiesel plant requires huge electrical energy for operations of the Biodiesel production unit. During the current financial year the Company has undertaken significant measures to reduce the energy consumption by using energy- efficient machines and equipment. The Company also undertakes evaluation of latest technology and invests in making its infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Your company will continue to focus and invest in its R & D activities in the production of biodiesel and other products. Your company also leverages its excellence in technology for providing World Class ISP services to its customers in the state of Andhra Pradesh. The continual exposure to new technologies has helped to maintain high motivation levels in employees and to provide quality services. Your company continues to give due importance to research and development to provide high quality of ISP services and better products from biodiesel division.

(c) (i) Foreign exchange : There are no earnings foreign exchange earnings

(ii) Foreign Exchange Total Rs. outgo 2,08,14,858



Particulars Rs.

Foreign Travel 48,191

Purchase of Equipments 2,06,50,694

Membership Fee 1,15,973

TOTAL 2,08,14,858



Stock Exchanges

The Companys present Equity shares are listed in Bombay Stock Exchange and The Bangalore Stock Exchange. The Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2009-10.

Demat Suspense Account:

As on 31st March 2010, 8801 Equity Shares of 22 Shareholders were lying in the Escrow Account due to non-availability of the correct particulars. Despite of the three reminders being sent at the address given in the Application form as well as captured in depositories database, by the Registrars to the Issue, viz., M/s Aarthi consultants Pvt. Ltd. no response has been received. As a result the said unclaimed shares are or being credited to the M/s. Southern online Bio Technologies Limited - Demat Suspense Account opened with M/s inter-Connected Stock Exchange of ndia Limited and the same shall be held by the Company purely on behalf of the allottees who are entitled for the shares in such account, in view of the compliance of the provisions of Clause 5A of the Listing Agreement.

Every successful allottee who has not received the shares in its demat Account may approach the Company or its RTA with their correct particulars and proof of their identity for crediting of the Shares from the Demat Suspense Account to their individual demat Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, the Office of AP1IC & APSEZ , personnel of APSRTC, Pollution Control Board, Engine manufacturers like Kirloskar, Indian Railways, Research Designs and Standard Organization (RDSO) of Indian Railways, Central & State Government and all the trusted shareholders. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

On behalf of the Board

N. Satish Kumar K. Radha Krishna

Managing Director Director -Finance

Place: Hyderabad

Date: 10.08.2010