You are here » Home » Companies » Company Overview » Vivo Bio Tech Ltd

Vivo Bio Tech Ltd.

BSE: 511509 Sector: Health care
NSE: N.A. ISIN Code: INE380K01017
BSE 14:00 | 07 Jul 30.55 0.50






NSE 05:30 | 01 Jan Vivo Bio Tech Ltd
OPEN 30.95
52-Week high 103.95
52-Week low 26.25
P/E 20.64
Mkt Cap.(Rs cr) 45
Buy Price 30.55
Buy Qty 5.00
Sell Price 30.90
Sell Qty 50.00
OPEN 30.95
CLOSE 30.05
52-Week high 103.95
52-Week low 26.25
P/E 20.64
Mkt Cap.(Rs cr) 45
Buy Price 30.55
Buy Qty 5.00
Sell Price 30.90
Sell Qty 50.00

Vivo Bio Tech Ltd. (VIVOBIOTECH) - Director Report

Company director report

Your Directors' have great pleasure in presenting the 34th Annual Report and theAudited Financial Statements (Standalone & Consolidated) for the Financial Year ended31st March 2021.

Financial Highlights

(Rs in Lakh)

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Total Income 5185.38 5540.54 5185.38 5540.54
Profit before finance cost Depreciation & Amortization Taxation 1774.11 1252.33 1774.31 1252.54
Less: Finance Cost 353.00 309.84 352.99 309.84
Depreciation & Amortization Expenses 559.14 517.16 559.14 517.16
Profit Before Tax 861.97 425.34 862.18 425.55
Less: Tax Expenses 293.74 18.82 293.74 18.82
Profit After Tax 568.23 444.15 568.44 444.36



The total income of the Company for the FY 2020-21 comprises operating revenues of Rs5177.51 Lakh as against Rs 5535.21 Lakh in FY 2019-20.


Profit before Tax (PBT) stood at Rs 862.18 Lakh as against Rs 425.55 Lakh for theprevious year. Profit after Tax (PAT) stood at Rs 568.44 Lakh as against Rs 444.36 Lakhfor the previous year.


FY 2020-21 witnessed a slight decline in revenues led by our animal breeding divisiondue to covid-19. We expect the growth momentum across our business segments to continue inFY 202122. We expect to sustain the healthy core EBITDA going further. We will continueramping up our investments in portfolio expansion to secure our future growth. .


During the year the Company has transferred an amount of Rs 568.44 Lakh to Reserves andSurplus.


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


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


As per the provisions of Section 134(3)(a) and 92(3) of the Companies Act 2013 theAnnual Return of the company has been published on the website of the company


During the year under review Five (5) Meetings of the Board of Directors were convenedand held. For further details on the meetings of board committees composition and theattendance of directors/members please refer report on Corporate Governance of thisAnnual Report.


Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013your Directors based on the representations received from the Operating Management andafter due enquiry confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2021 theapplicable accounting standards had been followed and there are no material departures.

b) The directors have selected appropriate accounting policies and applied themconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end offinancial year and of the profit of the company for that period.

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) We have prepared the annual accounts for the financial year ended 31st March 2021on a going concern basis.

e) The Directors have laid down internal financial controls which are adequate and areoperating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectivelythroughout the Financial Year ended 31st March 2021.


Pursuant to the Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Business Responsibility Reportis not applicable.


The Board of Directors in their meeting held on 30th June 2020 had on the basis ofrecommendations of Nomination and Remuneration Committee appointed Ms. Kunda Kalpana (DIN:07328517) as an Additional Director in the Category of Independent Director with effectfrom 30th June 2020 for a period of 5 years subject to the approval of shareholders inthe ensuing Annual General Meeting.

Ms. Kunda Kalpana meets the criteria of independence under Section 149 of the CompaniesAct 2013 and Regulation 16 of the Listing Regulations. Further in accordance with thecircular dated 20th June 2018 issued by the Stock Exchanges she is not debarred fromholding office of Director by virtue of any order passed by the Securities and ExchangeBoard of India or any other such authority.

Ms. M. Vijaya Lakshmi (DIN: 07803294) was resigned as an Independent Director of theCompany w.e.f 1st July 2020 due to health issues.

The Directors place on record and appreciation of Ms. M. Vijaya Lakshmi for hervaluable guidance and assistance received during the tenure as a Director and Member ofvarious committees of the Board of Directors of the Company. The Director furtherconfirmed that there are no other reasons other than those mentioned above.

The shareholders approved Ms. Kunda Kalpana (DIN: 07328517) appointment as IndependentDirector in the 33rd AGM held on 28th September 2020.

Mr. M. Kalyan Ram (DIN: 02021580) was step down as Chairman of the Board of Directorsand Mr. Sunder Kanaparthy (DIN: 00914869) was appointed as Chairman of the Board ofDirectors with effect from 1st April 2021 in the Board Meeting held on 31st March 2021.

The Board of Directors had on the basis of recommendations of Nomination andRemuneration Committee appointed Dr. K.S. Nayak (DIN: 02703392) as an Additional Director(Non-Executive Non-Independent) subject to the approval of the members at the ensuingAnnual General Meeting.

The Board of Directors had on the basis of recommendations of Nomination andRemuneration Committee re-appointed Mr. M. Kalyan Ram (DIN: 02021580) for a further periodof 5 years commencing from 29th July 2021 subject to the approval of the members in theensuing Annual General Meeting.


In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. K.T.V. Kaladhar (DIN: 08450361) Director retiresby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor re-appointment.

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


The company has the following four wholly owned subsidiaries as on 31st March 2021

1. Vivobio Labs Private Ltd

2. Vivobio Discovery services Private Ltd

3. Surlogic Life Consultancy Private Ltd

4. Vivobio Consulting Services Private Ltd (Formerly Donakanti Consulting ServicesPrivate Ltd)

As per the provisions of Section 129 of the Companies Act 2013 read with Rule 5 ofCompanies (Accounts) Rules 2014 a separate statement containing the salient features ofthe Financial Statements of the Subsidiary Companies/ Associate Companies/ Joint Venturesin Form AOC-1 is enclosed as Annexure-1.


As per Rule 8 of Company's (Accounts) Rules 2014 a Report on the financial performanceof subsidiaries associates and joint venture companies along with their contribution tothe overall performance of the Company during the Financial Year ended 31st March 2021 isenclosed as Annexure-2.

No company ceased to be Subsidiary during the year. The company doesn't have any JointVentures & Associate companies to report.


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


During the financial year under review there has been no change in the AuthorizedCapital of the Company. However the Paid-up Share Capital of the Company increased by Rs5320000 during the year consequent to the allotment of 532000 equity shares of RS 10/-each on exercise of 532000 Convertible Warrants issued to promoter group. The Paid-upShare Capital of the Company as on 31st March 2021 is Rs 134195200 divided into13419520 Equity Shares of RS 10 each fully paid up.


Share Warrants:

During the year under review the Company issued the 1800000 fully convertiblewarrants to its promoter group at a price of Rs 45/-

per warrant (including a premium of Rs 35/-) each convertible into 1 (One) EquityShare of face value of RS 10/- (Rupees Ten Only) each of the Company on preferentialbasis in accordance with the provisions of Chapter V of SEBI ICDR Regulations. TheCompany allotted 1800000 fully convertible warrants to its promoter group on 12thNovember 2020 upon receipt of upfront payment of 25% of the warrant issue price from thewarrant holder and balance 75% is payable by the Warrant Holder at the time of allotmentof the Equity Share which may be exercised at any time before expiry of 18 months from thedate of allotment of Warrants.

Particulars As at 31st March 2021 As at 31st March 2020
Equity Shares Number of Shares Rs Number of Shares Rs
Share capital
(a) Authorised Equity Shares of RS 10/-each 16000000 160000000 16000000 160000000
b) issued Subscribed and fully paid up: Equity Shares of RS 10/- each 13419520 134195200 12887520 128875200
13419520 134195200 12887520 128875200

Reconciliation of Shares outstanding at the beginning and at the end of the reportingperiod:

Particulars As at 31st March 2021 As at 31st March 2020
Equity Shares Number of Shares Rs Number of Shares Rs
Shares outstanding at the beginning of the year 12887520 128875200 12350520 123505200
Add: issued and allotted during the year
i. Allotment of shares pursuant to ESOP Scheme - - 137000 1370000
ii. Allotment of shares under preferential issue guidelines 532000 5320000 400000 4000000
Less; Shares bought Back during the year - - - -
Shares outstanding at the end of the year 13419520 134195200 12887520 128875200

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/-. EachShareholder is eligible for one vote per every share held.


The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code.

The Code is available on company's website in the following link:

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

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


The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. In staying true to our values of

Strength Performance and Passion and in line with our vision the Company is committedto the high standards of Corporate Governance and stakeholder responsibility. The Policyensures that strict confidentiality is maintained whilst dealing with concerns and alsothat 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. TheCommittee reports to the Audit Committee and the Board. Whistle Blower Policy is posted oncompany's website in the following link


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

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

Pursuant to the SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018which is effective from 1st April 2019 the Board has formulated a Code of Conduct toregulate monitor and report trading by insiders and the Board has also adopted a code ofpractices and procedures for fair disclosure of unpublished price sensitive information.


The company has received declarations from all the independent directors of the companyconfirming that they continue to meet the criteria of independence as prescribed undersub-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.


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


The Key Managerial Personnel (KMP) of the company as on 31st March 2021 are Mr. M.Kalyan Ram Whole Time Director Mr. K.T.V. Kaladhar Whole Time Director & CFO and Mr.Karthik Allenkala Company Secretary. During the year under review there were no Changesin the Key Managerial Personnel of the Company.


On their appointment Independent directors are familiarized about the Company'soperations and business. Interaction with the Business Heads and key executives of thecompany is also facilitated. Detailed Presentations on the business of each of theProcesses are made to the directors. Direct Meetings with the Chairperson are furtherfacilitated for the new appointee to familiarize about the company/its businesses and thegroup practices.

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 the Company shall familiarize the Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. throughvarious programmes.

Accordingly your Company arranged technical sessions to familiarize the IndependentDirectors the details of which are disclosed on the website of the company at


Pursuant to the provisions of Companies Act 2013 there is no unclaimed dividendamount due for transfer to Investor Education and Protection Fund (IEPF) and also thecorresponding equity shares.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming a part of thisannual report.


Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 the board has carried out evaluation of its ownperformance the performance of committees of the Board namely Audit CommitteeStakeholders Relationship committee and Nomination and Remuneration Committee and also theDirectors individually. The manner in which the evaluation was carried out and the processadopted has been mentioned out in the report on corporate Governance.


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


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

a. number of complaints filed during the financial year - NIL.

b. number of complaints disposed of during the financial year - NOT APPLICABLE.

c. number of complaints pending as on end of the financial year - NOT APPLICABLE.


Management's Discussion and Analysis report for the year under review as stipulatedunder Regulation 34(2) (e) SEBI (LODR) Regulation 2015 is enclosed as Annexure-3.


The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views. The Independent Directors takes appropriate steps topresent their views to the Chairperson

One such meeting of Independent Directors was held during the year on 31st March 2021without the presence of Executive Directors and management personnel. All the IndependentDirectors attended the meeting.


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

- 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 for accessing the above policies is


i. Risk Management

Currently the Company's 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 andworking in mitigating them through co-ordination among the various departments.

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

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

ii. Internal Control System

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


A separate report on Corporate Governance is enclosed as Annexure-4 as a part of theAnnual Report along with the certificate from the Practicing Chartered Accountant on itscompliance.


The annual certification given by the Whole Time Director and Chief Financial Officerof the Company is published in this Annual Report.


The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.


M/s. PCN& Associates. Chartered Accountants (ICAI firm Registration Number :016016S) were appointed as Statutory Auditors of the Company to hold office for a term of5 years from the conclusion of the Annual General Meeting (AGM) held on 28th September2017 until the conclusion of AGM of the company to be held in the year 2022.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s PCN & Co.Chartered Accountants at the forthcoming AGM. The Auditors' Report is unmodified i.e. itdoes not contain any qualification reservation or adverse remark or disclaimer

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


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


The maintenance of Cost Records as specified by Central Government under section 148(1)of Companies Act 2013 is not applicable to the company.


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 Directorshave appointed Mr. G. Vinay Babu Practising Company Secretary as secretarial Auditor toundertake the Secretarial Audit of your Company for the financial year ended 31st March2021. The Report of the Secretarial Audit is annexed as Annexure -5.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.


A Secretarial Compliance Report for the financial year ended 31st March 2021 oncompliance of all applicable SEBI Regulations and circulars / guidelines issued by Mr. G.Vinay Babu Practicing Company Secretary was submitted to BSE Limited.


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


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m) of the Act read with the Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed as Annexure-6 and forms an integral partof this Report. The Disclosure required under Section 197(12) of the Act read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure-7 and forms an integral part of this Report. A statementcomprising the names of top 10 employees in terms of remuneration drawn and every personsemployed throughout the year who were in receipt of remuneration in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure-8'' and forms an integral part of this annual report. No employee wasin receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The above Annexure-8is not being sent along with this annual report to the members of the Company in line withthe provisions of Section 136 of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days.


During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.


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

Consolidated financial statements incorporating the operations of the company itssubsidiaries are appended. As required under the provisions of the Act a statementshowing the salient features of the financial Statements of the subsidiaries is enclosedto this report.

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


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 toour company.


During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.


Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 is annexed as Annexure-9.


Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. However during the year therewas a revision in fees/ remuneration paid to Mr. Viswanath Kompella Promoter in thecapacity of Advisor to the Board which has been approved by the members of the Company inthe 33rd Annual General Meeting by passing Special resolution. There were no materiallysignificant related party transactions with the Company's Promoters Promoter GroupDirectors Senior Management Personnel or their relatives which could have had apotential conflict with the interests of your Company. Please see the details of the samein form AOC-2 which is enclosed as Annexure-10.

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

Your Directors have on the recommendations of the Audit Committee adopted a policy toregulate transactions between your Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules made thereunder and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirement)Regulations 2015.


The Company considers it is essential to protect the Earth and limited naturalresources as well as the health and wellbeing of every person.

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


Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 of shares (including sweat equity shares) to employees of your Company underany scheme save and except ESOS referred to in this Report.

3. There are no proceeding pending under the Insolvency and Bankruptcy Code 2016.

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

5. There were no material changes commitments affecting the financial position of yourCompany between the end of financial year (31st March 2021) and the date of the report(28th August2021).


Statements in this Board's Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the Company's operations includeHuman Resources availability changes in Government regulations Tax regimes economicdevelopments within India and the countries in which the Company conducts business andother ancillary factor.


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

For and on behalf of the Board of Directors
M. Kalyan Ram K.T.V. Kaladhar
Date: 28th August 2021 Whole Time Director Whole Time Director & CFO
Place: Hyderabad DIN:02012580 DIN:08450361