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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Vivo Bio Tech Ltd.

Mar 31, 2024

Your Directors'' have great pleasure in presenting the 37^th Annual Report and the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31,2024.

1 FINANCIAL HIGHLIGHTS: (H In Lakhs)

Particulars	Consolidated		Standalone
	Â¦2023-2024	2022-2023 \|	2023-2024	2022-2023
Total Income	4,549.01	5,226.61	4,491.94	5,165.79
Profit before finance cost, Depreciation & Amortization, Taxation	2,112.92	2,153.78	2,112.35	2,152.25
Less: Finance Cost	777.79	765.13	777.79	765.13
Depreciation & Amortization Expenses	929.08	926.57	929.08	926.57
Profit Before Tax	406.05	462.08	405.48	460.55
Less: Tax Expenses	153.42	197.18	153.26	197.15
Profit After Tax	252.63	264.90	252.23	263.40

2. STATE OF AFFAIRS/COMPANY''S PERFORMANCE-REVENUES:

The total income of the Company for the financial year 20232024 comprises operating revenues of H4,488.05 Lakhs as against H5,162.20 Lakhs in financial year 2022-2023.

PROFITS:

Profit before Tax (PBT) stood at H405.48 Lakhs as against H460.55 Lakhs for the previous year. Profit after Tax (PAT) stood at H252.23 Lakhs as against H263.40 Lakhs for the previous year.

3. OUTLOOK:

The financial year 2023-2024 witnessed a decline in revenues. We are planning for the growth momentum across our business segments in financial year 2024-2025. We will continue ramping up our investments in portfolio expansion to secure our future growth.

4. RESERVES AMD SURPLUS:

During the year the Company has transferred an amount of H252.23 Lakhs to Reserves and Surplus.

5. DIVIDEND:

Your directors did not recommend any dividend on shares for the financial year 2023-2024.

6. CONSOLIDATED FINANCIAL RESULTS:

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, ("the Act"), the consolidated financial statements prepared as per Companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.

As required under the provisions of section 129 of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement showing the salient features of the financial

statements of the subsidiaries, associates and joint ventures in form AOC - 1 is enclosed as "ANNEXURE - A" to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has the following four (4) Wholly Owned Subsidiaries:

i. Vivo Bio Labs Private Limited

ii. Vivo Bio Discovery Services Private Limited

iii. Surlogic Life Consultancy Private Limited

iv. Vivo Bio Consulting Services Private Limited (formerly known as Donakanti Consulting Services Private Limited)

No Company ceased to be a Subsidiary of the Company during the year.

The Company does not have any Associates and Joint Ventures companies.

8. PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As per Rule 8 of Company''s (Accounts) Rules, 2014, the brief details on the financial performance of subsidiaries, associates and joint venture companies along with their contribution to the overall performance of the Company are given below:

i. VIVO BIO LABS PRIVATE LIMITED (VBLPL):

VBLPL, a wholly owned subsidiary of the Company, earned total revenue of H14.94 lakhs for the year ended March 31,2024 and Profit after Tax was H0.3 lakhs.

ii. VIVO BIO DISCOVERY SERVICES PRIVATE LIMITED (VBDSPL):

VBDSPL, a wholly owned subsidiary of the Company, earned total revenue of H14.71 lakhs for the year ended March 31,2024 and Profit after Tax was H0.08 lakhs.

iii. SURLOGIC LIFE CONSULTANCY PRIVATE LIMITED (SLCPL):

SLCPL, a wholly owned subsidiary of the Company, earned total revenue of H12.20 lakhs for the year ended March 31,2024 and Loss after Tax was H0.08 Lakhs.

iv. VIVO BIO CONSULTING SERVICES PRIVATE LIMITED (VBCSPL):

VBCSPL, formerly known as Donakanti Consulting Services Private Limited, a wholly owned subsidiary of the Company, earned total revenue of H15.21 lakhs for the year ended March 31, 2024 and Profit after Tax was H0.09 lakhs.

9. MATERIAL SUBSIDIARY:

The Company does not have any material subsidiary as per the thresholds laid down under the Listing Regulations.

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available on the website of the Company at http://www.vivobio.com/ policies.php.

10. BOARD AND COMMITTEES:

i. BOARD OF DIRECTORS:

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and NonExecutive Directors. As on March 31, 2024, the Board of Directors comprises of Six (6) Directors consisting of a three (3) Whole-time Directors and Three (3) NonExecutive Directors out of which Two (2) are Independent Directors including one (1) Woman Director and one (1) of them is Chairman of the Company. The composition of the Board is in conformity with Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Sri Kalyan Kompella (DIN 03137506), Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

iii. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same were taken on record by the Board.

iv. REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA).

v. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent directors are familiarized about the Company''s operations and business. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed Presentations on the business of each of the Processes are made to the directors. Direct Meetings with the Chairperson are further facilitated for the new appointee to familiarize about the Company/its businesses and the group practices.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Accordingly, your Company arranged technical sessions to familiarize the Independent Directors, the details of which are disclosed on the website of the Company at http://www.vivobio.com/policies.php.

vi. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Corporate Governance Report.

vii. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required pursuant to the provisions of Section 134(3) (c) and 134(5) of the Act , the Directors'' Responsibility Statement is enclosed as "ANNEXURE - B" to this Report and forms part of the Report.

viii. BOARD MEETINGS:

During the financial year 2023-2024, Nine (9) Board Meetings were held, the details of which are given in the Corporate Governance Report. The further details on the meetings of Board, Committees, composition and the attendance of directors/members, and Meetings of Independent Directors are detailed in the Corporate Governance Report.

ix. COMMITTEES OF THE BOARD:

The details of the constitution of Committees of the board and their meetings thereof are detailed in the Corporate Governance Report.

x. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company as on March 31,2024 are -

a. Mr. M. Kalyan Ram, Whole Time Director,

b. Dr. Sankaranarayanan Alangudi, Whole Time Director

c. Mr. Sri Kalyan Kompella, Whole Time Director & CFO

d. Mr. A V Kiran, Company Secretary

11. AUDIT AND AUDITORS:

i. STATUTORY AUDITORS AND THEIR REPORT:

M/s P Murali & Co, Chartered Accountants were appointed as Statutory Auditors from the conclusion of 35^th Annual General Meeting to be held on September 28, 2022 until the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2027.

The Auditors'' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The observation made in the Auditors'' Report read together with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

ii. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. G. Vinay Babu, Practising Company Secretary, as Secretarial Auditor to undertake the Secretarial Audit of your Company for the financial year 2023-2024. The Report of the Secretarial Audit is annexed as "ANNEXURE - C".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated in India. Hence, there is no requirement of a secretarial audit for any of the Company''s subsidiaries in India.

iii. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records as specified by Central Government under section 148(1) of Companies Act, 2013 is not applicable to the Company and accordingly the Company is not required to appoint a Cost Auditor for the financial year 2023-2024.

iv. INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, M/s. LVS Prasad Rao & Associates, Chartered Accountants, Rep by CA. K.L.V.S Prasad Rao, Chartered Accountant, Hyderabad, is the Internal Auditor of the Company. The Internal Auditor directly reports to the Audit Committee.

12. PARTICULARS OF EMPLOYEES:

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information will be available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

13. DISCLOSURE OF REMUNERATION:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "ANNEXURE - D" and forms an integral part of this Report.

14. REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration Committee, the Board has, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. The Remuneration Policy is available on the Company''s website at http://www.vivobio.com/policies.php.

15. DETAILS OF EMPLOYEE STOCK OPTION SCHEME:

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and a certificate issued by the Secretarial Auditor of the Company, pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the website of the Company at www.vivobio.com.

16. GOVERNANCE POLICIES:

At Vivo, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

i. Code of Conduct

ii. Code of Conduct for Prohibition of Insider Trading

iii. Whistle Blower Policy

iv. Code of Conduct for Board of Directors and Officers of Senior Management

v. Policy for determining materiality for disclosure

vi. Document Retention and Archival Policy

vii. Sexual Harassment Policy

The link for accessing the above policies is http://www. vivobio.com/policies.php

17. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code.

The Code is available on Company''s website in the following link: http://www.vivobio.com/policies.php.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

18. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code for the financial year.

Pursuant to the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, which is effective from April 01, 2019, the Board has formulated a Code of Conduct to regulate, monitor and report trading by insiders and the Board has also adopted a code of practices and procedures for fair disclosure of unpublished price sensitive information.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on Company''s website in the following link http:// www.vivobio.com/policies.php.

20. SEXUAL HARASSMENT POLICY:

The Company as required under the provisions of"The Sexual Harassment of women at Workplace (Prohibition, prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy. During the financial year 20232024, no incidents of sexual harassment was reported.

21. RISK MANAGEMENT:

Currently, the Company''s risk management approach comprises of the following:

i. Governance of Risk

ii. Identification of Risk

iii. Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments.

Your Company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power and defined limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances.

23. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company. Please see the details of the same in form AOC-2 which is enclosed as "ANNEXURE - E".

Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal Company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive in nature as well as for the normal Company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy on Related Party Transaction is available on the Company''s website at http:// www.vivobio.com/policies.php

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

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

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as "ANNEXURE - F" to this Report and form part thereof.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, is not applicable to the Company.

26. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024, is available on the website of the Company at http://www.vivobio.com/annual returns. php

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this Annual report.

28. BANKS AND FINANCIAL INSTITUTIONS:

Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions / banks. Banks and Financial Institutions continue their unstinted support in all aspects and the Board records its appreciation for the same.

There was no instance of one time settlement with any Bank/ Financial Institution.

29. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as on the Balance Sheet date.

30. TRANSFER OF UNCLAIMED DIVIDEND AND CORRESPONDING EQUITY SHARES:

Pursuant to the provisions of Companies Act, 2013, there is no unclaimed dividend amount due and corresponding equity shares for transfer to Investor Education and Protection Fund (EPF).

31. HEALTH, SAFETY AND ENVIRONMENT:

The Company considers it is essential to protect the earth and limited natural resources as well as the health and wellbeing of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company''s DNA.

32. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., is provided separately in the Annual Report and forms part of this Directors'' Report.

33. BUSINESS RESPONSIBILITY REPORT:

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report is not applicable to the Company for the financial year 2023-2024.

34. CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as "ANNEXURE - G" as a part of the Annual Report along with the certificate from the Statutory Auditor on its compliance.

35. CEO AND CFO CERTIFICATION:

The annual certification given by the Whole Time Director and Chief Financial Officer of the Company is published in this Annual Report as "ANNEXURE - H".

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

A Secretarial Compliance Report for the financial year ended March 31, 2024, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by Mr. G. Vinay Babu, Practicing Company Secretary, was submitted to BSE Limited.

37. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of your Company during the year under review.

38. LISTING AT STOCK EXCHANGES:

The equity shares of your Company continue to be listed and traded on the BSE Limited (BSE).

39. SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE:

i. AUTHORIZED SHARE CAPITAL:

During the financial year under review, there Authorized Capital of the Company remained H20 Crores.

ii. PAID-UP SHARE CAPITAL:

The Paid-up Share Capital of the Company as on March 31,2024 is H14,90,35,200 divided into 1,49,03,520 Equity Shares of H10 each fully paid up.

Particulars	As at March 31, 2024		As at March 31, 2023
Equity Shares	Number of Shares	Amount in H.	Number of Shares	Amount in H.
(a) Authorized Share Capital:
Equity Shares of H10/-each	2,00,00,000	20,00,00,000	2,00,00,000	20,00,00,000
b) Issued, Subscribed and Fully Paid Up Share Capital:
Equity Shares of H10/- each	1,49,03,520	14,90,35,200	1,49,03,520	14,90,35,200

iii. RECONCILIATION OF SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD:

Particulars	As at March 31, 2024		As at March 31, 2023
Equity Shares	Number of Shares	Amount in H	Number of Shares	Amount in H
Shares outstanding at the beginning of the year	1,49,03,520	14,90,35,200	1,42,63,520	14,26,35,200
Add: Issued and Allotted during the year
a. Shares allotted under ESOP Scheme 2016	Nil	Nil	27,000	2,70,000
b. Shares allotted to promoter and promoter group on conversion of warrants	Nil	Nil	6,13,000	61,30,000
Total (a b)	Nil	Nil	6,40,000	64,00,000
Less: Shares bought back during the year	Nil	Nil	Nil	Nil
Shares outstanding at the end of the year	1,49,03,520	14,90,35,200	1,49,03,520	14,90,35,200

iv. TERMS/RIGHTS AND RESTRICTIONS ATTACHED TO THE EQUITY SHARES:

The Company has only one class of Equity Shares having a face value of H10/-. Each Shareholder is eligible for one vote per every share held.

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

41. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

43. INSOLVENCY AND BANKRUPTCY CODE:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

44. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOS referred to in this Report.

iii. There were no material changes commitments affecting the financial position of your Company between the end of financial year and the date of this report.

45. CAUTIONARY STATEMENT:

Statements in this Board''s Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include Human Resources availability, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

46. ACKNOWLEDGMENTS:

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the Company''s clients, Central Government and State Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the Company''s employees at all levels in enabling such growth.

For and on behalf of the Board of Directors

M Kalyan Ram Sri Kalyan Kompella

Place: Hyderabad Whole Time Director Wholetime Director &

Dated: August 26, 2024 DIN: 02012580 Chief Financial Officer

DIN: 03137506

Mar 31, 2023

Your Directors'' have great pleasure in presenting the 36^th Annual Report and the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS: (H In Lakhs)

Particulars	Consolidated		Standalone
	2022-2023	2021-2022	2022-2023	2021-2022
Total Income	5,226.61	5,148.93	5,165.79	5,148.31
Profit before finance cost, Depreciation & Amortization, Taxation	2,153.78	1,591.21	2,152.21	1,590.85
Less: Finance Cost	765.13	399.33	765.13	399.33
Depreciation & Amortization Expenses	926.57	744.65	926.57	744.08
Profit Before Tax	462.08	447.23	460.54	447.39
Less: Tax Expenses	197.17	227.06	197.14	227.06
Profit After Tax	264.91	220.17	263.40	220.33

2. STATE OF AFFAIRS/COMPANY''S

PERFORMANCE:

REVENUES:

The total income of the Company for the financial year 20222023 comprises operating revenues of H5,165.79 Lakhs as against H5,148.31 Lakhs in financial year 2021-2022.

PROFITS:

Profit before Tax (PBT) stood at H460.54 Lakhs as against H447.39 Lakhs for the previous year. Profit after Tax (PAT) stood at H263.40 Lakhs as against H220.33 Lakhs for the previous year.

3. OUTLOOK:

The financial year 2022-2023 witnessed a slight increase in revenues. We are planning for the growth momentum across our business segments in financial year 2023-2024. We will continue ramping up our investments in portfolio expansion to secure our future growth.

4. RESERVES AND SURPLUS:

During the year the Company has transferred an amount of H263.40 Lakhs to Reserves and Surplus.

5. DIVIDEND:

Your directors did not recommend any dividend on shares for the financial year 2022-2023.

6. CONSOLIDATED FINANCIAL RESULTS:

As required under the provisions of section 129 of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures

in form AOC - 1 is enclosed as "ANNEXURE - A" to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has the following four (4) Wholly Owned Subsidiaries:

i. Vivo Bio Labs Private Limited

ii. Vivo Bio Discovery Services Private Limited

iii. Surlogic Life Consultancy Private Limited

iv. Vivo Bio Consulting Services Private Limited

No Company ceased to be a Subsidiary of the Company during the year.

The Company does not have any Associates and Joint Ventures companies.

8. PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

i. VIVO BIO LABS PRIVATE LIMITED (VBLPL):

VBLPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H14,37,539 for the year ended March 31,2023 and Profit after Tax was H45,950.

ii. VIVO BIO DISCOVERY SERVICES PRIVATE LIMITED (VBDSPL):

VBDSPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H14,88,872 for the year ended March 31,2023 and Profit after Tax was H49,399.

iii. SURLOGIC LIFE CONSULTANCY PRIVATE LIMITED (SLCPL):

SLCPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H15,88,052 for the year ended March 31,2023 and Profit after Tax was H34,644.

iv. VIVO BIO CONSULTING SERVICES PRIVATE LIMITED (VBCSPL):

VBCSPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H15,67,572 for the year ended March 31,2023 and Profit after Tax was H21,064.

9. MATERIAL SUBSIDIARY:

The Company does not have any material subsidiary as per the thresholds laid down under the Listing Regulations.

10. BOARD AND COMMITTEES:

i. BOARD OF DIRECTORS:

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Directors. As on March 31, 2023, the Board of Directors comprises of seven (7) Directors consisting of three (3) Whole-Time Directors and four (4) Non-Executive Directors out of which three (3) are Independent Directors including one (1) Woman Director and one (1) of them is Chairman of the Company. The composition of the Board is in conformity with Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. M. Kalyan Ram (DIN: 02012580), Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

iii. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that

they continue to meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same were taken on record by the Board.

iv. REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA).

v. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

vi. BOARD EVALUATION:

vii. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required pursuant to the provisions of Section 134(3) (c) and 134(5) of the Act , the Directors'' Responsibility Statement is enclosed as "ANNEXURE - B"to this Report and forms part of the Report.

viii. BOARD MEETINGS:

During the financial year 2022-2023, seven (7) Board Meetings were held, the details of which are given in the Corporate Governance Report. The further details on the meetings of Board, Committees, composition and the attendance of directors/members, and Meetings of Independent Directors are detailed in the Corporate Governance Report.

ix. COMMITTEES OF THE BOARD:

The details of the constitution of Committees of the board and their meetings thereof are detailed in the Corporate Governance Report.

x. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company as on March 31,2023 are -

a. Mr. M. Kalyan Ram, Whole Time Director,

b. Dr. Alangudi Sankaranarayanan, Whole Time Director

c. Mr. Sri Kalyan Kompella, Whole Time Director & CFO

d. Ms. Jyotika Aasat, Company Secretary

11. AUDIT AND AUDITORS:

i. STATUTORY AUDITORS AND THEIR REPORT:

P Murali & Co, Chartered Accountants were appointed as Statutory Auditors from the conclusion of 35^th Annual General Meeting held on September 28, 2022 until the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2027.

The Auditors'' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer except that the Company had delayed payment of statutory dues as detailed in point vii (b) of Annexure A to Auditors report.

ii. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. G. Vinay Babu, Practising Company Secretary, as Secretarial Auditor to undertake the Secretarial Audit of your Company for the financial year 2022-2023. The Report of the Secretarial Audit is annexed as "ANNEXURE - C".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated

in India. Hence, there is no requirement of a secretarial audit for any of the Company''s subsidiaries in India.

iii. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

iv. INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, LVS Prasad Rao & Associates, Chartered Accountants, Hyderabad, is the Internal Auditor of the Company. The Internal Auditor directly reports to the Audit Committee.

12. PARTICULARS OF EMPLOYEES:

13. DISCLOSURE OF REMUNERATION:

14. REMUNERATION POLICY:

15. DETAILS OF EMPLOYEE STOCK OPTION SCHEME:

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014 and a certificate issued by the Secretarial Auditor of the Company, pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the website of the Company at www.vivobio.com.

16. GOVERNANCE POLICIES:

i. Code of Conduct

ii. Code of Conduct for Prohibition of Insider Trading

iii. Whistle Blower Policy

iv. Code of Conduct for Board of Directors and Officers of Senior Management

v. Policy for determining materiality for disclosure

vi. Document Retention and Archival Policy

vii. Sexual Harassment Policy

The link for accessing the above policies is http://www. vivobio.com/policies.php

17. CODE OF CONDUCT:

The Code is available on Company''s website in the following link: http://www.vivobio.com/policies.php.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

18. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities

by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code for the financial year.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

20. SEXUAL HARASSMENT POLICY:

The Company as required under the provisions of"The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy. During the financial year 20222023, no incidents of sexual harassment was reported.

21. RISK MANAGEMENT:

Currently, the Company''s risk management approach comprises of the following:

i. Governance of Risk

ii. Identification of Risk

iii. Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments.

Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

23. RELATED PARTY TRANSACTIONS:

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments

made to them in the form of remuneration, sitting fee and commission.

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

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, is not applicable to the Company.

26. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, is available on the website of the Company at http://www.vivobio.com/annual returns. php

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this Annual report.

28. BANKS AND FINANCIAL INSTITUTIONS:

There was no instance of one time settlement with any Bank/ Financial Institution.

29. PUBLIC DEPOSITS:

30. TRANSFER OF UNCLAIMED DIVIDEND AND CORRESPONDING EQUITY SHARES:

Pursuant to the provisions of Companies Act, 2013, there is no unclaimed dividend amount due and corresponding equity shares for transfer to Investor Education and Protection Fund (IEPF).

31. HEALTH, SAFETY AND ENVIRONMENT:

The Company considers it is essential to protect the earth and limited natural resources as well as the health and wellbeing of every person.

32. MANAGEMENT DISCUSSION & ANALYSIS:

33. BUSINESS RESPONSIBILITY REPORT:

34. CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as "ANNEXURE - G" as a part of the Annual Report along with the certificate from the Statutory Auditor on its compliance.

35. CEO AND CFO CERTIFICATION:

The annual certification given by the Whole Time Director and Chief Financial Officer of the Company is published in this Annual Report as "ANNEXURE - H".

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

A Secretarial Compliance Report for the financial year ended March 31, 2023, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by Mr. G. Vinay Babu, Practicing Company Secretary, was submitted to BSE Limited.

37. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of your Company during the year under review.

38. LISTING AT STOCK EXCHANGES:

The equity shares of your Company continue to be listed and traded on the BSE Limited (BSE).

39. SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE:

i. AUTHORIZED SHARE CAPITAL:

During the financial year under review, the Authorized Capital of the Company remained H20 Crores.

ii. PAID-UP SHARE CAPITAL:

The Paid-up Share Capital of the Company increased by H6,40,000 during the year consequent to the allotment of 6,13,000 equity shares of H10/- each on exercise of 6,13,000 Convertible Warrants of H10/- each issued to promoter group and 27,000 equity shares of H10/- each issued to the employees of the Company under ESOP Scheme 2016.

The Paid-up Share Capital of the Company as on March 31,2023 is H14,90,35,200 divided into 1,49,03,520 Equity Shares of H10 each fully paid up..

Particulars	As at March 31, 2023		As at March 31, 2022
Equity Shares	Number of Shares	Amount in H	Number of Shares	Amount in H
(a) Authorized Share Capital:
Equity Shares of H10/-each	2,00,00,000	20,00,00,000	2,00,00,000	20,00,00,000
b) Issued, Subscribed and Fully Paid Up Share Capital:
Equity Shares of H10/- each	1,49,03,520	14,90,35,200	1,42,63,520	14,26,35,200

iii. RECONCILIATION OF SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD:

Particulars	As at March 31, 2023		As at March 31, 2022
Equity Shares	Number of Shares	Amount in H	Number of Shares	Amount in H
Shares outstanding at the beginning of the year	1,42,63,520	14,26,35,200	1,34,19,520	13,41,95,200
Add: Issued and Allotted during the year
a. Shares allotted under ESOP Scheme 2016	27,000	2,70,000	1,89,000	18,90,000
b. Shares allotted to promoter and promoter group on conversion of warrants	6,13,000	61,30,000	6,55,000	65,50,000
Total (a b)	6,40,000	64,00,000	8,44,000	84,40,000
Less: Shares bought back during the year	Nil	Nil	Nil	Nil
Shares outstanding at the end of the year	1,49,03,520	14,90,35,200	1,42,63,520	14,26,35,200

iv. TERMS/RIGHTS AND RESTRICTIONS ATTACHED TO THE EQUITY SHARES:

The Company has only one class of Equity Shares having a face value of H10/-. Each Shareholder is eligible for one vote per every share held.

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

41. REPORTING OF FRAUDS:

42. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

43. INSOLVENCY AND BANKRUPTCY CODE:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

44. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOS referred to in this Report.

iii. There were no material changes commitments affecting the financial position of your Company between the end of financial year and the date of this report.

45. CAUTIONARY STATEMENT:

46. ACKNOWLEDGMENTS:

For and on behalf of the Board of Directors

M. Kalyan Ram Sri Kalyan Kompella

Place: Hyderabad Whole Time Director Whole Time Director & CFO

Dated: August 31, 2023 DIN: 02012580 DIN: 03137506

Mar 31, 2018

Dear Members,

The Directors have great pleasure in presenting the report of the Business and Operations of your Company (âthe Companyâ or âVivoâ ), along with the audited financial statements, for the financial year ended March 31, 2018. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required

Financial Highlights: (Rs in Lakhs)

Particulars	2017-18	2016-17
Total Income	4713.47	3452.36
Profit before finance Cost, Depreciation, & Amortization, Taxation	1101.47	802.55
Less: Finance Cost	236.75	128.88
Depreciation and Amortization Expenses	463.94	390.13
Profit Before Tax	400.78	283.54
Less: Tax Expenses	(88.48)	(33.15)
Profit After Tax	312.30	250.39

State of Affairs/Companyâs Performance.

Revenues: The total income of the Company for the FY 2017-18 comprises operating revenues of Rs. 4700.12 lakhs as against Rs. 3412.80 Lakhs in FY 2016- 17

Profits: Profit before Tax (PBT) stood at Rs.400.78 Lakhs as against Rs 283.54 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs.312.30 Lakhs as against Rs. 250.39 Lakhs for the previous year.

RESERVES AND SURPLUS

During the year the Company has transferred an amount of Rs.313.43 Lakhs to Reserves and Surplus.

DIVIDEND

Your directors did not recommend any dividend on shares for this year.

Material changes and commitments:

There are no material changes and commitments occurred between the end of the financial year of the company and the date of the report affecting the financial position of the company.

Directors

Appointments:

There are no new appointments of Directors during the period under review

Cessations:

None of the Directors ceased to Director of the company during period under review.

Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Ltd. (BSE) During the financial year under review 5,00,000 equity shares were issue on conversion of warrants issued on preferential basis.

The paid up Equity Share capital of the company as on 31st March, 2018 was Rs. 9,85,05,200. The details of capital structure is detailed below.

Particulars	As at 31st March, 2018		As at March 31, 2017
	Number of Shares	Rs.	Number of Shares	Rs
Equity Share capital (a) Authorised Equity Shares of Rs.10/-each	1,50,00,000	15,00,00,000	1,50,00,000	15,00,00,000
b) issued Subscribed and fully paid up: Equity Shares of Rs. 10/-each	98,50,520	9,85,05,200	93,50,520	9,35,05,200
	98,50,520	9,85,05,200	93,50,520	9,35,05,200

Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:

Particulars	As at 31st March, 2018		As at March 31, 2017
	Number of Shares	Rs.	Number of Shares	Rs
Equity Shares Shares outstanding at the beginning of the year	93,50,520	9,35,05,200	93,50,520	9,35,05,200
Add: issued and allotted during the year	5,00,000	50,00,000
Less: Shares bought back during the year
Shares outstanding at the end of the year	98,50,520	9,85,05,200	93,50,520	9,35,05,200

ii) Terms/Rights and restrictions attached to the Equity Shares:

The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.

i) Details of Shareholders hodling more than 5% shares in the Company.

Name of the Shareholder	As on 31.03.2018		As on 31.03.2017
	No. of Shares	%	No. of Shares	%
Iron Age India Limited	600000	6.09	600000	6.42
Vira Systems Private Limited	1345000	13.65	1345000	14.38
Maxcell Phones Communications India Private Limited	800000	8.12	800000	8.56
Iragavarapu Constructions Private Limited	600000	6.09	600000	6.42
PKI Solutions Private Limited	600000	6.09	600000	6.42
Every Wear Import and Export Pvt. Limited	916693	9.31	1325787	14.18
Elite Class Asset Holdings Ltd	1300000	13.20	1300000	13.90
Northern Union Limited	1035000	10.51	1035000	11.07

CODE OF CONDUCT:

The Code is available on companyâs website under following link: http://www.vivobio.com/pdf/codeOfConduct.pdf

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on companyâs website under following link: http://www.vivobio.com/pdf/whistleBlowersPolicy.pdf

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declarations from all the independent directors of the company confirming that they continue to meet the criteria of independence as prescribed under sub-section (6) of section 149 of the companies act, 2013 and under Regulation 25 of SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015

Key Managerial Personnel

Mr. M. Kalyan Ram, Whole Time Director, Mr. K T V Kaladhar, Chief Financial officer and Mr. Ch. Varun Kumar, Company Secretary are the Key Managerial Personnel ( KMP) of the company in terms of the provisions of the Act.

Familiarization Programme for Independent Directors

On their appointment, Independent directors are familiarized about the Companyâs operations and business. Interaction with the Business Heads and key executives of the company is also facilitated. Detailed Presentations on the business of each of the Processes are made to the directors. Direct Meetings with the Chairperson are further facilitated for the new appointee to familiarize about the company/its businesses and the group practices.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company shall familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Accordingly, your Company arranged a technical session to familiarize the Independent Directors, the details of which are disclosed on the website of the company at www.vivobio.com / vivobio -policies.php.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 the board has carried out evaluation of its own performance, the performance of committees of the Board, namely Audit Committee, Stakeholders Relationship committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the report on corporate Governance.

Material Subsidiary Policy

The company has adopted a policy for determining a material subsidiary, in line with the requirements of the Act and SEBI (LODR) Regulations, 2015. The policy on Material Subsidiary is available on the website of the company under following link:

http://www.vivobio.com/pdf/policy_for_determining_material_subsidiaries.pdf Sexual Harassment Policy

The company as required under the provisions of âThe Sexual Harassment of women at Workplace (Prohibition, prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy

In the year under review the company has not received any complaint under this policy.

Meetings of Independent Directors

The Companyâs Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted formally to enable Independent Directors to discuss matters pertaining to the Companyâs affairs and put forth their views. The Independent Directors takes appropriate steps to present their views to the Chairperson. One such meeting of Independent Directors was held during the year on 30^th March,2018 without the presence of Executive Directors and management personnel. The details of the attendance of the Independent Directors in the meeting are as below.

Name	No. of meetings held during the year 2017-18
	Held	Attended
M. Vijaya Lakshmi	1	1
Hariharan R	1	1
Sunder Kanaparthy	1	1

Governance Policies

- Code of Conduct

- Code of Conduct for Prohibition of Insider Trading

- Whistle Blower Policy

- Code of Conduct for Board of Directors and Officers of Senior Management

- Policy for determining materiality for disclosure

- Document Retention and Archival Policy

- Sexual Harassment Policy

Board Disclosures

i. Risk Management

Currently, the Companyâs risk management approach comprises of the following:

- Governance of Risk

- Identification of Risk

- Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments. Insurance coverage and personal accident coverage for lives of all employees are also being taken.

Your company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.

ii. Internal Control System

Your company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power and defined limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances

Directorsâ Responsibility Statement;

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, Your Directors hereby confirmed that:

In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed and there are no material departures.

- The directors have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the company for that period.

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

- We have prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis.

- The Directors have laid down internal financial controls, which are adequate and are operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of the applicable laws and such other systems are adequate and are operating effectively.

AUDITORâS CERTIFICATE ON CORPORATE GOVERNANCE

As required under Regulation 34 (3) read with schedule V (E) of the SEBI (LODR) Regulations, 2015, Auditorâs certificate on corporate governance is enclosed as Annexure to Boardâs Report.

AUDITORâS REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditorsâ Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

AUDITORS

The name of M/s. Chandra Babu Naidu & Co., Chartered Accountants was changed to PCN & Associates.

M/s PCN & Associates, Chartered Accountantâs (ICAI firm Registration Number : 016016S) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 28th Annual General Meeting (AGM) held on 28th September, 2017 until the conclusion of 33rd AGM of the Company to be held in the year 2022.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending section 139 of the Companies Act, 2013 the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s. PCN & Co. Chartered Accountants, at the forthcoming AGM. The Auditorâs Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The company has received consent letter from the statutory auditors and certificate indicating satisfaction of criteria sated in Section 141 of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Particulars as required under Sub- section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 are enclosed in Annexure

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

Meetings of the Board and Committees

Eight Meetings of the Board of Directors were held during the year. For further details on the meetings and the attendance of directors/members, please refer report on Corporate Governance of this Annual Report.

Consolidated Financial Statements

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the consolidated financial statements prepared as per companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.

Consolidated financial statements incorporating the operations of the company, its subsidiaries are appended. As required under the provisions of the Act, a statement showing the salient features of the financial Statements of the subsidiaries is enclosed to this report.

The financial statements of the subsidiary companies will be made available to the members of the company and its subsidiary companies on request and will also be kept for inspection in the registered office of the company.

PARTICULARS OF EMPLOYEES

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The information required under Section 197 (12) of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - A.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-B

Annual return is available on company website under the following link :www.vivobio.com / financial_ information.php#

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V Chandra Sekhar Patnaik, Practising Company Secretary, to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as Annexure - C.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The above information as required under the Companies Act, 2013, is annexed as Annexure - D. Details about Employees Stock Option Scheme,

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed as Annexure-E Related Party Transactions

Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company. Please see the details of the same in form AOC-2 which is annexed as Annexure-G. Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. the related party transactions which are of repetitive nature as well as for the normal company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Report on Corporate Governance

Corporate Governance Report is set out as separate Annexure to this Report.

Management Discussion and Analysis Report

Managementâs Discussion and Analysis report for the year under review as stipulated under Regulation 34(2) (e) SEBI (LODR) Regulation, 2015 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the Annual report.

BOARD EVALUATION

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors through the separate meeting of independent directors and the Board as a whole.

The performance of the independent directors was evaluated by the entire Board except the person being evaluation in their meeting held on 14^th February, 2018. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members.

A separate meeting of Independent Directors was held on 30^th March,2018, to review the performance of Non-Independent Directorsâ, performance of the Board and Committee as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and the NonExecutive Directors.

The performance evaluation of the Board and its constituents was conducted on the basis of functions, responsibilities, competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business. A structured questionnaire was circulated to the members of the Board covering various aspects of the Boardâs functioning, Board culture, execution and performance of specific duties, professional obligations and governance. The questionnaire was designed to judge knowledge of directors, their independence while taking business decisions; their participation in formulation of business plans; their constructive engagement with colleagues and understanding the risk profile of the company, etc. In addition to the above, the chairman of the Board and / or committee is evaluated on the basis of their leadership, coordination and steering skills. Thereafter, the Nomination and Remuneration Committee used to review the performance of individual Directors on the basis of their contribution as a member of the board or committee.

The quantum of profit based commission, payable to directors is decided by the Nomination and Remuneration Committee on the basis of overall performance of individual directors. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

4. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

5. During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013.

6. There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2018) and the date of the report 29th August, 2018.

Acknowledgments

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the companyâs clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the companyâs employees at all levels in enabling such growth.

BY ORDER OF THE BOARD

For Vivo Bio Tech Limited

Place : Hyderabad. M. Kalyan Ram

Date : 29th August, 2018 Chairman & Whole Time Director

DIN : 02012580

Mar 31, 2016

DIRECTORSâ REPORT

Dear Members,

The Directors have pleasure in presenting you the 29th Directorsâ Report on the business and operations of your company, for the financial year ended 31st March, 2016.

Financial Highlights: (Rs in Lakhs)

Particulars	2015-16	2014-15
Total Income	2947.58	1873.60
Profit before interest, Depreciation and Tax	460.01	375.31
Interest	46.57	51.40
Depreciation	335.40	304.64
Provision for Taxation	14.87	3.67
Profit after interest, Tax and depreciation	63.17	15.59
Deferred Tax provision	(27.83)	(30.68)
Balance brought for ward	(479.02)	(543.46)
Balance Carried to Balance Sheet	(388.03)	(479.02)

RESULTS OF OPERATIONS:

Following are the results of operations for the financial year 2015-16 BUSINESS PERFORMANCE

Consolidated Revenues: The total income of the Company for the FY 2015-16 comprises operating revenues of Rs. 2947.58 as against Rs.1873.60 Lakhs in FY 2014-15

Profits: Profit before Tax (PBT) stood at Rs. 78.04 lacs as against Rs. 19.27 Lacs for the previous year. Profit after Tax (PAT) stood at Rs. 91.00 lacs as against Rs. 46.28 Lacs for the previous year.

RESERVES AND SURPLUS

During the year the Company has transferred an amount of Rs. 91.00 Lakhs to Reserves and Surplus. DIVIDEND

Your directors did not recommend any dividend on shares for this year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure to the Boardâs report

Material changes and commitments;

There are no material changes and commitments occurred between the end of the financial year of the company and the date of the report affecting the financial position of the company

Directors

Appointments:

In accordance with the provisions of the Companies Act, 2013 the Board has re-appointed Mr. M Kalyan Ram as Whole Time Director and appointed Mr. A. Sankaranarayanan as Whole Time

Director of the company, subject to approval of the shareholders in general meeting of the company. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, directorships in other companies as stipulated under SEBI (Listing Obligatiosn and Disclosure Requirements ) Regulations, 2015 are provided in the report on corporate governance. Cessations:

None of the Directors ceased to Director of the company during period under review.

Share Capital :

The paid up Equity Share capital of the company as on 31st March, 2016 was 935.05 lacs. During the year the company had issued shares as detailed below.

Particulars	As at 31st March, 2016		As at March 31, 2015
Equity Shares	Number of Shares	Rs.	Number of Shares	Rs
Share capital (a) Authorised Equity Shares of Rs.10/-each	1,50,00,000	15,00,00,000	1,50,00,000	15,00,00,000
b) issued Subscribed and fully paid up: Equity Shares of Rs. 10/-each	93,50,520	93,505,200	93,50,520	93,505,200
	93,50,520	93,505,200	93,50,520	93,505,200

Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:

Particulars	As at 31st March, 2016		As at 31^st March,2015
Equity Shares	Number of Shares	Rs.	Number of Shares	Rs
Shares outstanding at the beginning of the year	93,50,520	93,505,200	93,50,520	93,505,200
Add: issued and allotted during the year
Less: Shares bought back during the year
Shares outstanding at the end of the year	93,50,520	93,505,200	93,50,520	93,505,200

ii) Terms/Rights and restrictions attached to the Equity Shares:

The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.

iii) Details of Shareholders holding more than 5% shares in the Company.

Name of the Shareholder	As on 31.03.2016 No. of Shares	As on 31.03.2015 No. of Shares
Northern Union Ltd	10,35,000	10,35,000
Max Cell Phone Communications India Pvt Ltd	8,00,000	8,00,000
Vira Systems Pvt Ltd	13,45,000	13,45,000
Iron Age India Limited	6,00,000	6,00,000
Iragavarapu Constructions Pvt Ltd	6,00,000	6,00,000
P.K.I Solutions Pvt Ltd	6,00,000	6,00,000
Every Wear Import and Export Pvt Ltd	13,50,000	13,50,000
Elite Class Asset Holdings Ltd	13,00,000	13,00,000

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Internal control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companyâs website www.vivobio.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code. DECLARATION BY INDEPENDENT DIRECTORS :

The company has received declarations from all the independent directors of the company confirming that they continue to meet the criteria of independence as prescribed under subsection (6) of section 149 of the companies act, 2013 and under Regulation 25 of SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015

Mr. M. Kalyan Ram, Whole Time Director, Mr. Srinivasu Padala, Chief Financial Officer and Challapalli Varun Kumar, Company Secretary are the Key Managerial Personnel (KMP) of the Company in terms of the provisions of the Act.

Familiarization Programme for Independent Directors

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015 the board has carried out evaluation of its own performance, the performance of committees of the Board, namely Audit Committee, Stakeholders Relationship committee and Nomination and Remuneration Committee and also the Directors individually. The manager in which the evaluation was carried out and the process adopted has been mentioned out in the report on corporate Governance

Material Subsidiary Policy

The company has adopted a policy for determining a material subsidiary, in line with the requirements of the Act and SEBI( LODR) Regulations, 2015. The policy on Material Subsidiary is available on the website of the company. www.vivobio.com

Sexual Harassment Policy

The company as required under the provisions of "The Sexual Harassment of women at Workplace ( Prohibition, prevention and Redressal)Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy

In the year under review the company has not received any complaint under this policy. Governance Policies

- Code of Conduct

- Code of Conduct for Prohibition of Insider Trading

- Whistle Blower Policy

- Code of Conduct for Board of Directors and Officers of Senior Management

- Policy for determining materiality for disclosure

- Document Retention and Archival Policy

- Sexual Harassment Policy

The link accessing the above policies is available at www.vivobio.com / corporateprofile.php Board Disclosures

i. Risk Management

Currently, the Companyâs risk management approach comprises of the following:

- Governance of Risk

- Identification of Risk

- Assessment and control of Risk

Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.

Directorsâ Responsibility Statement:

I) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed and there are no material departures.

ii) The directors have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the company for that period.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) We have prepared the annual accounts for the financial year ended 31st March, 2016 on a going concern basis.

v) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

vi) The directors have devised proper systems to ensure compliance with the provisions of the applicable laws and such other systems are adequate and are operating effectively.

Auditorâs certificate on corporate governance

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

AUDITORâS REPORT/ SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Auditors and Audit Report

M/s. P. Murali&Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The company has received consent letter from the Statutory auditors and certificate indicating satisfaction of criteria sated in Section 141 of Companies Act, 2013 .

SECRETARIAL AUDIT:

Mr. N V S S Suryanarayanarao , Practicing Company Secretary was appointed to conduct Secretarial

Audit of the company for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 and rules framed there under. The Secretarial Audit report for financial year 2015-16 forms part of boardâs report as Annexure

The Board has appointed Mr. V Chandra Sekhar Patnaik, Practicing Company Secretary as Secretarial Auditor of the Company for financial year 2016-17.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure to Directors Report

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Particulars as required under Sub- section (3)(m)of Section 134 of the Companies Act,2013, read with the Companies(Accounts) Rules 2014 are enclosed as Annexure to Directors Report BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement , the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

Subsidiary Companies

The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report.

Consolidated Financial Statements

Pursuant to Regulation 33 of SEBI( LODR) Regulations, 2015 and the Companies Act, 2013, the consolidated financial statements prepared as per companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.

Consolidated financial statements incorporating the operations of the company, its subsidiaries is appended. As required under the provisions of the Act, a statement showing the sailent features of the financial Statements of the subsidiaries is enclosed to this report. The financial statements of the subsidiary companies will be made available to the members of the company and its subsidiary companies on request and will also be kept for inspection in the registered office of the company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl.

No.

Name of Director/ KMP and Designation

Remuneration of Director/KMP for financial year 2015-16 (Rs. in lakhs)

% increase in Remuneration in the Financial Year 2015-16

Ratio of remuneration of each Director / to median remuneration of employees

Comparison of the Remuneration of the KMP against the performance of the company

M Kalyan Ram Whole Time Director

3.21

Nil

1.41

Profit before Tax increased by 405% and Profit After Tax increased by 96.63%in financial Year 2015-16

ChallapalliVarun Kumar Company Secretary

5.00

38.88%

2.20

During the period under review, no employee of the Company is employed throughout the financial year and in receipt of Rs.60 lakhs or more, or employed for part of the year and in receipt of Rs.5 lakhs or more a month, under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ii) The median remuneration of employees of the Company during the financial year was Rs. 2.27 lakhs;

iii) In the financial year, there was an increase of 32.93% in the median remuneration of employees;

iv) There were 92 employees on the rolls of Company as on March 31, 2016

v) Relationship between average increase in remuneration and Company performance:

The profit before tax increased by 405% and where as the increase in median remuneration was 32.93%.

vi) Comparison of remuneration of the key managerial personnel (s) against the performance of the Company:

The total remuneration of key managerial personnel was Rs. 8.21 lakhs where as profit before tax was Rs. 78.04 lakhs in 2015-16.

vii) a) Variations in the market capitalization of the Company: The market capitalization as on

March 31, 2016 at BSE was Rs.3833.71 lakhs (Rs.1547.51 lakhs as on March 31, 2015)

b) Price Earnings ratio of the Company at BSE was 42 as at March 31, 2016 and was 33 as at March 31, 2015;

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 31.97% whereas the increase in the managerial remuneration for the same current financial year was 38.88%.

ix) The key parameters for any variable component of remuneration availed by the directors: Not applicable

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year - Not Applicable; and

xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated Under SEBI (LODR) Regulations, 2015.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

4. Neither of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future

Acknowledgments

BY ORDER OF THE BOARD

For Vivo Bio Tech Limited

Place : Hyderabad M. Kalyan Ram Dr A. Sankaranarayanan

Date : 31.08.2016 Whole Time Director Whole Time Director

DIN :02012580 DIN :02703392

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting you the 27th Directors'' Report on the business and operations of your company, for the financial year ended 31st March, 2014.

Financial Highlights:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Total Income 1700.84 1,512.88

Profit before interest, Depreciation and Tax 263.24 311.84

Interest 39.29 77.64

Depreciation 156.25 157.00

Provision for Taxation 12.90 0

Profit after interest, Tax and depreciation 54.80 77.20

Deferred Tax provision 25.43 38.50

Balance brought forward (572.82) (611.53)

Balance Carried to Balance Sheet (543.46) (572.82)

RESULTS OF OPERATIONS:

Following are the results of operations for the financial year 2013-14 BUSINESS PERFORMANCE

Revenues: The total income of the Company for the FY 2013-14 comprises operating revenues of Rs.1700.84 Lakhs as against Rs. 1,512.88 Lakhs in FY 2012-13.

Profits: Profit before Tax (PBT) stood at Rs. 67.70 Lakhs as against Rs. 77.20 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs. 29.37 Lakhs as against Rs. 38.70 Lakhs for the previous year.

Reserves and Surplus

During the year the Company has not transferred any amount to Reserves and Surplus.

Dividend

Your directors did not recommend any dividend on shares for this year.

Material changes and commitments;

There are no material changes and commitments occurred between the end of the financial year of the company and the date of the report affecting the financial position of the company

Directors

None of the directors of the company is disqualified under the provisions of the act or under the Listing agreement with the stock exchanges.

Appointments:

In accordance with the provisions of the Companies Act, 1956 M. Kalyan Ram will retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

In terms of Section 149 and Schedule IV Companies Act, 2013 and in compliance with Clause 49 of Listing Agreement following Directors are proposed to be appointed as Independent Directors of the company for five consecutive years for a term upto 31st March, 2019.

1. Sunder Kanaparthy

2. Kunasingam V Sittampalam

3. Hariharan R

Smt. Lakshmi Nadgir is appointed as Director of company incompliance with section 164 and clause 49 of listing Agreement.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, directorships in other companies as stipulated under clause 49 of the listing agreement with the stock exchanges in India are provided in the report on corporate governance.

Cessations:

None of the Directors ceased to Director of the company during period under review.

Allotment of Shares:

The Company has not allotted any shares during the period under review.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed and there are no material departures.

ii) We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit of the company for the financial year ended 31st March, 2014.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

Auditors and Audit Report

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

The company has received consent letter from the statutory auditors and certificate indicating satisfaction of criteria stated in Section 141 of Companies Act, 2013.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries Viz., Director''s Report, Auditor''s Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide Circular No. 2/2011 dated 8th February, 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection at the Registered Office of the Company during business hours.

A statement pursuant to the provisions of Section 212(1)(e) of the Act appears elsewhere in the Annual Report.

Fixed Deposits

The Company has not accepted any fixed deposits as on 31st March, 2014 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

Subsidiary Companies

The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report. Consolidated Financial Statements

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited consolidated financial statements are provided in the annual report.

Particulars of Employees

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that there are no employees who are in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

Report on Corporate Governance

Corporate Governance Report is set out as separate Annexure to this Report.

Management Discussion and Analysis

Management''s Discussion and Analysis report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the Annual report.

Acknowledgments

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the company''s clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the company''s employees at all levels in enabling such growth

BY ORDER OF THE BOARD

For VIVO BIO TECH LIMITED

PLACE : HYDERABAD Dr. A. Sankaranarayanan M. Kalyan Ram

DATE : 30-08-2014 Chief Executive Officer & Whole Time Director Whole Time Director

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting you the 26th Annual Report of your company together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs. in Lakhs)

Particulars 2012-13 2011-12

Total Income 1,512.88 1,252.96

Profit before interest, Depreciation and Tax 311.84 534.80

Interest 77.64 340.33

Depreciation 157.00 208.23

Provision for Taxation 14.71 Nil

Profit after interest, Tax and depreciation 62.50 (13.76)

Deferred Tax provision 38.50 (84.48)

Balance brought forward (611.53) 682.25

Balance Carried to Balance Sheet (572.82) (611.53)

BUSINESS PERFORMANCE

Revenues : The total income of the Company for the FY 2012-13 comprises operating revenues of Rs. 1512.88 Lacs as against Rs. 1252.96 Lacs in FY 2011-12

Profits : Profit before Tax (PBT) stood at Rs. 77.20 Lacs as against Rs. (13.76) for the previous year. Profit after Tax (PAT) stood at Rs. 24 Lacs as against Rs. 70.72 lacs for the previous year.

Reserves and Surplus

During the year the Company has not transferred any amount to Reserves and Surplus.

Material changes and commitments;

There are no material changes and commitments occurred between the end of the financial year of the company and the date of the report affecting the financial position of the company

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. K. Sunder retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Mr. K. Sri Kalyan Resigned to the Board of Directors and Mr. M. Kalyan Ram is appointed as Whole Time Director of the company. Dr.V. Narasaiah is appointed as Additional Director on the Board.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, directorships in other companies as stipulated under clause 49 of the listing agreement with the stock exchanges in India are provided in the report on corporate governance.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures.

ii) We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2013 and of the Profit of the company for the financial year ended 31st March 2013.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

Auditors and Audit Report

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

The company has received letter from the Statutory auditors to this effect that their reappointment, if made would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of section 226 of the said act.

Fixed Deposits

The Company has not accepted fixed deposits as on 31st March, 2013 so as to attract the provisions of Section 58A of the Companies Act,1956 read with Companies (Acceptance of the Deposits Rules) 1975 as amended from time to time.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries viz., Directors'' Report, Auditor''s Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide Circular No. 2/2011 dated 8th February, 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection at the Registered Office of the Company during business hours.

A statement pursuant to the provisions of Section 212(1)(e) of the Act appears elsewhere in the Annual Report.

Subsidiary Companies

The financials pertaining to subsidiary companies have been given elsewhere in this report.

Particulars of Employees

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that there are no employees in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month where employed for a part of the year.

Report on Corporate Governance

Your Company had taken steps and complied with most of the recommendations during the year. For the year under review the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors certificate on Compliance with the mandatory requirements of Corporate Governance is given in Annexure to this Report.

Management Discussion and Analysis

This has been dealt with in the separate Annexure to this Report.

Acknowledgments

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the company''s clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation of hard work, solidarity, cooperation and support put in by the company''s employees at all levels in enabling such growth.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For Vivo Bio Tech Ltd

PLACE : HYDERABAD DR. A. SANKARANARAYANAN M.KALYAN RAM

DATE : 29-08-2013 Whole Time Director & CEO Whole Time Director

Mar 31, 2010

The Directors have pleasure in presenting you the 23rd Annual Report of your company together with the Audited Accounts for the year ended 31st March, 2010.

Financial Results

(Amount in Rs. Lakhs)

Particulars 2009-2010 2008-09

Total Income 411.73 26.68

Profit before tax (74.54) (197.74)

Deferred Tax Provision (62.05) (9.45)

Balance brought forward (390.47) (182.01)

Balance Carried to Balance Sheet (527.06) (390.47)

Results of Operations :

During the year under review the total income of your company for the year 2009-10 was Rs. 411.73 Lakhs as against the income of Rs.26.68 lakhs in 2008-09.

In this fiscal year, we successfully started commercial operations of our state-of-art 125,000 Sq.ft Small Animal Research Facility. The facility has been designed in accordance with AAALAC international standards and has been validated by US based IPS International.

During the same period, we secured projects from clients across US, India and Malaysia. These include Ã

- Preclinical efficacy study & Acute/Sub acute toxicity study of an API for an Indian Client.

- Sub acute toxicity study of a vaccine for a US based Vaccines Company.

- Immunogenicity Study for a drug delivery system for a Malaysian University

- Regulatory Preclinical battery of a biopharmaceutical as required for RCGM submission for an Indian Pharmaceutical Company.

- Efficacy study of mAbs by Xenografting three different cell lines in SCID mouse for an India Biotech Company

- Purification of Cry 1AC and Cry 1EC proteins for a India based Biotech Seeds Company

We have also made applications to CPCSEA for permission for starting commercial operations of our Canine Facility and Breeding Facility.

Filing of Application for listing of Amalgamated Shares & Preferential allotment

The Company has received the Listing approval from the Bombay Stock Exchange Ltd and waiting for the trading approval.

Directors

In accordance with the provisions of the Companies Act, 1956, Kunasingam V. Sittampalam retires by rotation at the forthcoming Annual General Meeting and eligible offer himself for reappointment.

Mr.Lanka Nagraj, Swaminatham Madhira Resigned on 31st July, 2009. Dr. Venugopal Resigned on 26th November, 2009. Dr. Sudhakar Konda resigned to the position of Director w.e.f 11th December, 2009 Mr. Jagan Mohan Rao Karpe resigned on 21st May, 2010

Mr. M. Kalyan Ram is appointed as Additional Director in the board on 26th November, 2009. Mr. K. Sri Kalyan is appointed as addl. Director in the board meeting held on 22nd July, 2010 and also being appointed as whole Time director.

Directors Responsibility Statement :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and there are no material departures.

ii) We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2010 and of the loss of the company for the financial year ended 31st March 2010.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

Auditors and Audit Report

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

The company has received letter from the Statutory auditors to this effect that their reappointment, if made would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of section 226 of the said act.

Deposits

The Company has not accepted fixed deposits as on 31st March, 2010 so as to attract the provisions of Section 58A of the Companies Act,1956 read with Companies (Acceptance of the Deposits Rules) 1975 as amended from time to time.

Particulars required under Section 217(e)of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Board of Directors) Rules, 1988 is given as annexure to the Report.

Particulars of Employees

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that one employee was in receipt of remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000/- or more per month where employed for a part of the year.

S.Name of the Designation Gross Salary Qualifi Date of Partic- ulars of Noemployee cation Commen- cement Last of emp- loyment emplo- yment

01Dr.Sudhakar COO 24,00,000 M.Sc Vs 20.01.2007 Reliance Life Konda sciences

02Dr. A. Whole Time 20,00,000 MVSc, 31.07.2009 GVK Bio Sankarana- rayanan Director& Doctor of Philosophy Sciences CEO (Pharmaco- logy)

Report on Corporate Governance

Your Company had taken steps and complied with most of the recommendations during the year. For the year under review the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors certificate on Compliance with the mandatory requirements of Corporate Governance is given in Annexure A to this Report.

Management Discussion and Analysis

This has been dealt with in the separate Annexure to this Report.

Acknowledgements

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the companys clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation of hard work, solidarity, cooperation and support put in by the companys employees at all levels in enabling such growth.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For Vivo Bio Tech Ltd

Dr.A.Sankaranarayanan K. Sri Kalyan

Whole Time Director & CEO Whole Time Director

PLACE : HYDERABAD DATE : 31-08-2010

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