Hindustan Bio Sciences Ltd Directors Report.

To

The Members,

Your directors are pleased to present their report along with the Audited accounts for the year ended 31-03-2019

Financial Results:

Rs. In Lakhs

Particulars 2018-2019 2017-2018
Income 356.34 103.11
Other Income 0.06 9.22
Operating Profit (PBDIT) 12.44 (226.15)
Interest 0.14 0.01
Cash Profit/Loss 12.30 (226.16)
Depreciation and Amortization 1.07 0.96
Profit before Exceptional Item 11.23 (227.12)
Exceptional Item 0.00 0.00
Profit after Exceptional Item 11.23 (227.12)
Provision for Taxation
i) Current Year 0.00 0.00
ii) Deferred Taxation (0.23) (0.40)
Net Profit/Loss before Extraordinary Item 11.00 (227.52)
Extraordinary Item 0.00 0.00
Profit after Extraordinary Item 11.00 (227.52)

Note: Previous year figures have been regrouped wherever necessary.

Operations:

During the financial year the company sales revenue is Rs. 356.34 lakhs as against Rs. 103.11 lakhs. An increase of 345.59% is recorded as compared to previous year. The Management is expecting to get good results in the coming years also.

Directors:

Mrs. J. Uma, Director retiring by rotation and being eligible offers herself for reappointment.

The Board place on record its appreciation for the services rendered by Mr. K. Ramachandra Raju and M. Satyanarayna Raju, who worked as independent Directors and retiring on30/09/2019.

The Directors recommend Mr. B.R. Rao, Mr. K. Ramachadra Raju and Mr. Satyanarayana Raju was also recommended as Independent Directors for the second term.

Directors Responsibility Statement:

Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

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

• The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019.

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

• 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 the company and that such internal financial controls are adequate and were operating effectively The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following Directors namely Mr.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 in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

Carry on the evaluation of every directors performance; Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

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

Devising a policy on Board diversity; and

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

Nomination and Remuneration policy

The objective of the Policy-

To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

To determine remuneration based on the Companys size and financial positions and trends and practices on remuneration prevailing in peer companies.

To carry evaluation of the performance of Directors

To provide them rewards linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

To retain, motivate and promote talent and to ensure long term sustainability of talented 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 during the Financial Year.

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

The Company has not entered into any contracts or arrangements with related parties referred pursuant to section 188(1) during the Financial Year except the loan taken by the Company to the extent of Rs. 336.60 Lakhs from Directors and Companies in which Directors are interested.

Extract Of Annual Return:

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - A to this report.

Disclosure by Independent Director

The Independent Directors have submitted the declaration of independence as required pursuant Sec. 152(4) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sec. 149(6).

The conservation of energy, technology absorption, foreign exchange earnings and outgo.

Information with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is prepared and annexed as Annexure -B to this report.

Statutory Auditors:

At the Annual General Meeting held on 29th September, 2018 M/s C RAMACHANDRAM & Co. Chartered Accountants, Hyderabad (Firm Reg.No.002864S), were appointed as statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022.

Audit Committee:

Composition Audit Committee included in Corporate Governance report.

Corporate Governance:

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditors Certificate on its compliance as Annexure - C.

Whistle Mechanism:

The Board of Directors have adopted whistle Blower policy. The Whistle Blower policy aims for conducting the affairs in the fair and transparent manner by adopting highest standards of professionalism, honest, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the audit committee in exceptional cases.

Company Secretary:

The company has appointed Mrs. KAMALA KUMAR TAMADA, a qualified company secretary as required under section 203 of the Companies Act, 2013 and also as per the Regulation 6 of LODR regulations 2015 to act as Company Secretary cum Compliance officer of the company with effect from 01/11/2018.

Secretarial Audit Report:

As per the provisions of Section 204 of the Companies Act, 2013 the Board of Directors have appointed Sri..V.B.S.S.Prasad, Practicing Company Secretary (C.P. No: 4605) as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended on 31st March, 2019 Secretarial Audit Report issued by Mr. V B S S Prasad, Practicing Company Secretary in form MR-3 is enclosed as Annexure - D to this Annual Report.

There are no qualifications in Secretarial Audit Report.

Particulars of Employees:

No employee of the company is in receipt of remuneration in the financial year in excess of the limits specified and whose particulars are required to be disclosed pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Change in Nature of Business:

There is no change in the Companys nature of business during the financial year ending March 31st, 2019.

Significant and Material Orders Passed By Regulators:

No such orders have been received.

Material Changes and Commitments:

There are no Material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2019 to the date of signing of the Directors Report.

Acknowledgements:

The board wishes to place its deep sense of gratitude to all the employees for their valuable co-operation and contribution. The board also thanks all Government/statutory organizations for their support extended to the company. During the Financial year ended 31st march, 2019, the company has not received any Complaints pertaining to Sexual Harassment.

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

For and on behalf of the Board
For Hindustan Bio Sciences Limited
Place : Hyderabad J.V.R.Mohan Raju
Date : 31-07-2019 Chairman