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Hindustan Bio Sciences Ltd.

BSE: 532041 Sector: Health care
NSE: N.A. ISIN Code: INE597C01013
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VOLUME 4623
52-Week high 2.51
52-Week low 0.45
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.49
Buy Qty 6577.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.49
CLOSE 0.47
VOLUME 4623
52-Week high 2.51
52-Week low 0.45
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.49
Buy Qty 6577.00
Sell Price 0.00
Sell Qty 0.00

Hindustan Bio Sciences Ltd. (HINDBIOSCIENCE) - Director Report

Company director report

To

The Members

Your directors are pleased to present their report along with the Audited accounts forthe year ended B1 -03-201 6.

Financial Results:

Particulars 2015-2016 2014-2015
Gross Sales 126.01 75.75
Less: Excise Duty & Sales Tax 0 0
Net Sales 1 26.01 75.75
Total Expenditure 138.45 199.50
Other Income 0 0
Operating Profit (PBDIT) (12.44) (123.75)
Interest 2.45 2.61
Cash Profit (14.89) (126.36)
Depreciation and Amortization 1.10 18.45
Profit before Exceptional Item (15.99) (144.81)
Exceptional Item 192.30 0
Profit after Exceptional Item (208.29) (144.81)
Provision for Taxation
i) Current Year 0 0
ii) Deferred Taxation (0.49) (0.72)
Net Profit before Extraordinary Item (208.78) (145.52)
Extraordinary Item 0 0
Profit after Extraordinary Item (208.78) (145.52)

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

During the year the company has sales revenue of Rs.l 26.01 Lakhs as against last yearsales revenue of Rs.75.75 Lakhs an increase of about 66.34% in rupee terms. Themanagement is expecting get good revenues from the second half of the financial year2016-17 with the introduction of 1 0000 IU potency of Erythropoietin into the market.

Directors:

Mr. J. Varun Varma Directors retiring by rotation and being eligible offers himselffor reappointment.

The Board placed its appreciation for the services rendered by Mr. A.V.V.Satyanarayanawho has resigned from the Board on 31st October 2015

Directors Responsibility Statement:

Pursuant to Section 1 34 of the Companies Act 201 3 with respect to the Directors'Responsibility Statement the Board of Directors of the Company hereby confirms:

• In the participation of Annual Accounts the applicable accounting standards havebeen followed and that there have been no material departures.

• The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andthe profit and loss account to the Company for that period.

• The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

• The Directors had prepared the Annual accounts on a going concern basis and

• The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively

• The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

• The Company's Internal Auditors have conducted periodic audit to providereasonable assurance that the Company's established policies and procedures have beenfollowed. The Audit Committee of the Board meets once in a quarter with Internal Auditorsto review internal control and financial reporting issues.

Nomination and Remuneration Committee:

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

Brief description of terms of reference:

Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Board fortheir appointment and removal;

Carry on the evaluation of every director's performance;

Formulation of the criteria for determining qualifications positive attributes andindependence of a director;

Recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees;

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

Devising a policy on Board diversity; and

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

Nomination and Remuneration policy The objective of the Policy-

To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

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

To carry evaluation of the performance of Directors

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

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

Particulars of Loans Guarantees & Investments under Section 186:

The company has neither issued any Loans Guarantees nor made any investments duringthe Financial Year.

Particulars of Contracts or Arrangements with Related Parties Referred to . Sec.188(1):

The Company has not entered into any contracts or arrangements with related partiesreferred pursuant to section 188(1) during the Financial Year

Extract Of Annual Return:

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is enclosed as Annexure - A to this report.

The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Sec. 1 34(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014.

Information with respect to the conservation of energy technology absorption foreignexchange earnings and outgo pursuant to provisions of Sec. 1 34(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is prepared and annexed asAnnexure - B to this report.

Statutory Auditors:

At the Annual General Meeting held on 30-09-2014 M/s VASG and Associates CharteredAccountants were appointed as statutory Auditors of the Company to hold office till theconclusion of the Annual General Meeting to be held in the Financial Year 2017. In termsof 1st proviso to section 139(1) of the Companies Act 2013 the appointment of auditorsshall be placed for ratification at every Annual General Meeting. Accordingly appointmentof M/s. VASG and Associates Chartered Accountants is placed for ratification byshareholders. In the regard the Company has received a certificate from the Auditors tothe effect if they are appointed it will be in accordance with the provisions of Section141 of the Companies Act 201 3.

Audit Committee:

Composition Audit Committee included in Corporate Governance report. CorporateGovernance:

A separate report on Corporate Governance is annexed as part of the Annual Report alongwith the Auditor's Certificate on its compliance as Annexure - C.

Whistle Mechanism:

The Board of Directors have adopted whistle Blower policy. The Whistle Blower policyaims for conducting the affairs in the fair and transparent manner by adopting higheststandards of professionalism honest integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy. .

A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the chairperson of the audit committee inexceptional cases.

Company Secretary:

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

Secretarial Audit Report:

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed Mr. V.B.S.S.Prasad Practicing Company Secretary (C.P. No: 4605) asSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial yearended on 31st March 2016.

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

There are no qualifications in Secretarial Audit Report.

Particulars of Employees:

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

Change in Nature of Business:

There is no change in the Company's nature of business during the financial year endingMarch 31st 2016.

Significant and Material Orders Passed By Regulators:

No such orders have been received.

Material Changes and Commitments:

There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year ended 31st March 2016 to the date of signing of the Director'sReport.

Acknowledgements:

The board wishes to place its deep sense of gratitude to all the employees for theirvaluable co-operation and contribution. The board also thanks all Government/statutoryorganizations for their support extended to the company. During the Financial year ended31st march 2016 the company has not received any Complaints pertaining to SexualHarassment.

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

For and on behalf of the Board
For Hindustan Bio Sciences Limited
Place : Hyderabad J.V.R.Mohan Raju
Date : 30.07.2016 Chairman