Directors Report of Hindustan Bio Sciences Ltd.

Mar 31, 2024

Your director''s have pleasure in presenting the Directors'' Report and the Audited Statement of
Accounts of the Company for the Financial Year ended 31st March 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs. in lakhs)

Particulars	2023-2024	2022-2023
Revenue from Operations	105.27	92.23
Other Income (Including Exceptional Items)	--	--
Total Expenses	100.00	96.00
Profit Before Tax	5.33	(3.79)
Less: Provision for Taxation	0.43	(0.25)
Profit / (Loss) After Tax	5.76	(4.04)
Other Comprehensive Income	--	--
Total Comprehensive Income	5.76	(4.04)
Earning per Equity Share-	0.06	(0.04)
Basic & Diluted (in Rs.)

REVIEW OF OPERATIONS/ STATE OF COMPANY’S AFFAIRS:

The total revenue of the Company for the Financial Year2023-24 under review was Rs. 105.27 Lakhs
as against Rs.92.23 Lakhs for the Previous Financial Year2022-23. The company recorded a net
profit of Rs.5.76 Lakhs for the Financial Year 2023-24 as against the net loss of Rs. 4.04 Lakhs for the
Previous Financial Year 2022-23

2. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review and the date of Board''s Report there was no change in the
nature of Business.

3. RESERVES

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year
under review.

However, the Closing balance of reserves, of the Company as at March 31st 2024 is Rs.
(1,24,59,662)

4. DIVIDEND

Keeping the Company''s expansion and growth plans in mind, your directors have decided not to
recommend dividend for the Financial Year.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no major material changes and commitments affecting the financial position of the
company after the end of the financial year and up to date of this report.

6. BOARD MEETINGS

The Board of Directors duly met Five (5) times during the Financial Year from 1st April 2023 to
31st March 2024.

The dates on which the Board Meetings were held are 30.05.2023, 31-07.2023, 31.10.2023, 04¬
12-2023, and 31-01-2024

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MANANGERIAL PERSONNEL

A. Appointment of Independent Directors:

As required under Regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of
the Directors seeking appointment/re-appointment are given as under:

Mr. Gorrela Pratheek Reddy (DIN: 06534989) was appointed as Independent Director of the
Company for a period of 5 years from 30th September 2024 to 29th September 2029 at the
Annual General Meeting held on 30thday of September, 2024.

Mr. Bodeddula Nagireddy (DIN: 02928753) was appointed as Independent Director of the
Company for a period of 5 years from 30th September 2024 to 29th September 2029 at the
Annual General Meeting held on 30thday of September, 2024.

Shri. B R Rao, Shri. M Satyanarayana Raju, and Shri. K Ramachandra Raju, Independent
Directors will vacated their office on 30/09/2024, due to expiry of their term of Office. All of them
appointed for twice and the Board place on record its appreciation for their valuable services
rendered to the company during their term of office.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Shri. Ramachandra Rao Bommaraju, Shri.
Ramachandra Raju Kalidindi , Shri. Mantena Satyanarayana Raju and Mr. Reji Abraham
Independent 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
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company''s
Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company is also made to the directors.
Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group practices.

9. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is also
assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act,
2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI
(LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate
Governance Report.

We affirm that the remuneration paid to the Directors is as per the terms laid down in the
Nomination and Remuneration Policy of the Company.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on
the basis of explanation given by the executives of the Company and subject to disclosures in
the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and
made judgment 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 or loss of the
Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate
accounting 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

11. INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund
under the Section 125(1) and Section 125(2) of the Act.

12. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year, under review no Company has become or ceased to become its subsidiaries,
joint ventures or associate Company.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

During the Financial Year under review, the Company does not have any subsidiaries, joint
ventures or associate Companies.

14. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return in MGT-7 is
disclosed on the website of the company www.hindustanbiosciences.in

15. AUDITORS

a. Statutory Auditors

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have
passed a resolution for appointment of M/s. VASG & Associates, Chartered Accountants,
Hyderabad (FRN 006070S) as Statutory Auditors of the Company for a period of 5 years in the
30thAGM held on 30.09.2022 to hold office up to the conclusion of 35th Annual General Meeting
of the company to be held in the year 2027.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended
March 31, 2024 and has noted that the same does not have any reservation, qualification or
adverse remarks in the said report. However, the Board decided to further strengthen the
existing system and procedures to meet all kinds of challenges and growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act, 2013, the
Board has appointed Mr. V.B.S.S.Prasad, Practicing Company Secretary (C.P. No: 4605), has
undertaken Secretarial Audit of the Company for financial year ending 31.03.2024. The report
of the Secretarial Auditor is enclosed herewith vide Annexure-I of this Report.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31,2024 on
the Compliances according to the provisions of Section 204 of the Companies Act, 2013.

c. Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3 & 4 of The
Companies (Cost Record and Audit) Rules, 2014 and all other applicable provisions of the
Companies Act, 2013, the Cost Audit is not applicable to the Company.

d. Internal Auditor

The Company has appointed Mr. G.B.K Viswanadham as an Internal Auditor of the Company for
the Financial Year 2024-25.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

There have been no frauds reported by the auditor''s u/s 143(12).

17. INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls consistent with the nature of business and size of
the operations, to effectively provide for safety of its assets, reliability of financial transactions
with adequate checks and balances, adherence to applicable statues, accounting policies,
approval procedures and to ensure optimum use of available resources. These systems are
reviewed and improved on a regular basis. It has a comprehensive budgetary control system to
monitor revenue and expenditure against approved budget on an ongoing basis.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given loans, Guarantees or made any investments attracting the
provisions of Section 186 the Companies Act, 2013 during the year under review.

19. RELATED PARTY TRANSACTIONS

Company has formulated a policy on related party transactions which is also available on
Company''s website. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of business. There were no material significant
related party transactions made by the Company with the Promoters, Directors, Key Managerial
Personnel or the Senior Management which may have a potential conflict with the interest of the
Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure II which forms
part of this Report.

20. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014 are enclosed as Annexure III.

21. COMMITTEES

(I) . AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Regulation
18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 are
included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this
report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this
report.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with
Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and
employees to report genuine concerns has been established. It also provides for necessary
safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to
report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013. The same has been placed on the website of the Company.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE
AND CONTENTS OF CSR POLICY)

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR
to a Company i.e. (a) net worth of the Company to be Rs.500 Crore or more; or (b) turnover of the
company to be Rs.1,000 Crore or more; or (c) net profit of the company to be Rs.5 Crore or more.
As the Company does not fall under any of the threshold limits given above, the provisions of
section 135 are not applicable to the Company.

24. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of
the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during
the financial year under review.

25. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS

There are no significant and material orders passed by the regulators /courts that would impact
the going concern status of the Company and its future operations.

26. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances, and are meant to ensure that all
transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed
for inefficiency or inadequacy of such controls.

27. INSURANCE

The properties and assets of your Company are adequately insured.

28. CREDIT & GUARANTEE FACILITIES

The Company has not availed any Working Capital facilities and Term Loan from Banks during
the year under review.

29. SHARE CAPITAL

The authorized share capital of the Company stands at Rs.11,00,00,000/- divided into
5,50,00,000 equity shares of Rs.2/- each.

The paid-up share capital of the Company stands at Rs. 2,05,01,600/- divided into 1,02,50,800
equity shares of Rs.2/- each.

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As
stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a
report on Corporate Governance duly audited is appended as Annexure IV for information of the
Members. A requisite certificate from the Statutory Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to the Report on Corporate
Governance.

31. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to Schedule V of SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015 provides an overview of the affairs
of the Company, its legal status and autonomy, business environment, mission & objectives,
sectoral and segment-wise operational performance, strengths, opportunities, constraints,
strategy and risks and concerns, as well as human resource and internal control systems is
appended as Annexure V for information of the Members.

32. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
websitehttps://www.hindustanbiosciences.in/investors.html

33. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed
to its social responsibility. The Company has been taking upmost care in complying with all
pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and
the keen interest shown by the Employees of your Company in this regard.

34. 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.

35. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure VI(a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and
the name of every employee is annexed to this Annual report as Annexure VI(b).

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under
the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

36. 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 read with Schedule V of the Companies Act, 2013
the ratio of remuneration of Managing Director (Mr.Venkata Rama Mohan RajuJampana) to the
median remuneration of the employees is 1.81:1.00respectively.

37. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of
Conduct for the Financial Year 2023-24. A declaration signed by the Managing Director affirming
compliance with the Company''s Code of Conduct by the Board of Directors and Senior
Management for the Financial Year 2023-24 as required under Regulation 26(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the
Corporate Governance Report which is appended as Annexure VII'' and forms part of this
Report.

38. MECHANISM FOR EVALUATION OF THE BOARD:

The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of Independent Directors, Board of Directors and Committees of the Board.

The criteria for performance evaluation is based on the parameters like attendance and
participation at the meetings of the Board and Committees thereof, contribution to strategic
decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from
the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and
Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the
Chairman is done by a separate meeting of Independent Directors after taking inputs from the
Executive directors.

39. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

40. EVENT BASED DISCLOSURES:

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

1. Issue of sweat equity share: 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: NA

8. Reduction of Equity Share Capital: NA

41. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the iBc before the NCLT.

42. CEO/ CFO CERTIFICATION:

The Managing Director and CFO certification of the financial statements for the year 2023-2024
is annexed in this Annual Report as Annexure VIII.

43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading, is available on our website https://www.hindustanbiosciences.in

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under Insolvency and Bankruptcy Code, 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks
and financial institutions.

46. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the
employees at all levels, to the continued growth and prosperity of your Company. Your directors
also wish to place on record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company for their continued support for the growth
of the Company.

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

Sd/-

Venkata Rama Mohan Raju Jampana

Place: Hyderabad Managing Director

Date: 31-07-2024 (DIN: 00060800)

---

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