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23Rd Annual Report 2014-2015: Hindustan Bio Sciences Limited

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

23rd ANNUAL REPORT


2014-2015

HINDUSTAN BIO SCIENCES LIMITED

50
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

Hindustan Bio Sciences Limited


Board of Directors:

1). Sri. J.V.R. Mohan Raju - Managing Director

2). Smt. J.Uma - Director

3). Mr. J. Varun Varma - Whole-time Director

4) Sri A.V.V.Satyanarayana - Director

5). Sri. B.R.Rao - Director

6). Sri K. Rama Chandra Raju - Director

7). Sri M.Satyanarayana Raju - Director

Registered &
Administrative Office - H.No.8-2-269/S, Plot No.31,
Sagar Co-Operative Housing Society,
Road No.2, Banjara Hills,
Hyderabad – 500 034

Company Identification Number - L26942TG1991PLC013564

Bankers - Axis Bank Ltd,


Begumpet Branch,
Hyderabad

Auditors - M/s VASG AND ASSOCIATES


# 503/1, 5th Floor, Kubera Towers,
Narayanaguda, Hyderabad-500 029.

Share Transfer Agents For - M/s. Venture Capital & Corporate


Demat Shares Investments Private Limited.
12-10-167,Bharat Nagar,
Hyderabad – 500 018.

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

Notice
Notice is hereby given that the 23rd Annual General Meeting of the Members of the Company will
be held on Wednesday the 30th September, 2015 at 10.00 A.M at H.No.8-2-269/S, Plot No.31,
Sagar Society, Road No.2, Banjara Hills, Hyderabad – 500 034, Telangana to transact the following.
Ordinary Business:
1. To receive, consider and adopt the Audited Balance Sheet and the Profit and Loss account
for the year ended 31st March, 2015 and the Directors and Auditors Report thereon.
2. To ratify the appointment of auditors of the Company to hold office until the conclusion of the
Annual general Meeting for Financial year 2015-16 and the payment of remuneration as fixed
by the board of directors and to consider and if thought fit, to pass, with or without modification(s)
the following resolution as an Ordinary resolution.
“RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013
and the rules made there under, including statutory modifications thereto or re-enactments
thereof for the time being in force, and pursuant to the recommendations of the audit committee
of the Board of directors, the appointment of M/s. VASG & ASSOCIATES, chartered
Accountants, Hyderabad (Firm Number 006070S) which was made AGM 2014 for Three
Consecutive Audit-years ending on the conclusion of AGM for FY 2016-17 be and is hereby
ratified and confirmed for the remaining audit period on such remuneration as fixed by the
board of directors”
“RESOLVED FURTHER THAT the directors of the Company jointly and severally be and are
hereby authorised to do all such acts, matters and things as may be necessary to give effect
to the above resolution and to certify and upload the e-forms."
Ordinary Business
To consider and if thought fit, to pass with or without modification(s), the following resolutions as
Ordinary Resolution:
3. “RESOLVED that the pursuant to the provisions of Sections 149, 152 and any other applicable
provisions of the Companies Act, 2013 and the rules made there under (including any statutory
modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to
the Companies Act, 2013 Mrs. Jampana Uma (DIN07143463), Director retiring by rotation,
being eligible offers herself as woman director of the company, be and is hereby appointed as
woman Director retiring by Rotation”
For and on behalf of the Board
For Hindustan Bio Sciences Limited

Place : Hyderabad J.V.R. Mohan Raju.


Date : 29-05-2015 Chairman

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Notes:
1. A member entitled to attend the meeting is entitled to appoint a proxy to attend and vote at the
meeting instead of him and the proxy need not be a member of the company.
2. Proxies in order to be effective must be deposited at the registered office of the company at
Plot No: 31, Sagar Co-Operative Housing Society, Road No: 2, Banjara Hills, Hyderabad - 500
034 at least 48 hours before the commencement of the meeting.
3. The Register of members and the share transfer books of the company will remain closed from
22nd September, 2015 to 30th September, 2015(both days inclusive).
4. Members are requested to quote ledger folio number/ Demat account number in all their
correspondence to avoid delay in communication.
5. Members are requested to bring their copy of the Annual Report and the attendance slips with
them to the Annual General Meeting.
6. The company shares are listed on Bombay Stock Exchange Limited. The listing fee for the year
2015-16 is paid.
7. Voting through electronic means;
A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of
the Companies (Management and Administration) Rules, 2014, the Company is pleased to
provide to members the facility to exercise their right to vote at the Annual General Meeting
(AGM) by electronic means and the business may be transacted through e-Voting Services
provided by Central Depository Services (India) Limited (CDSL).
B. The instructions for shareholders voting electronically are as under:
(i) The voting period begins on 25th September, 2015 at 9.00 A.M. and ends on 27th
September, 2015 at 6.00 P.M. During this period shareholders’ of the Company, holding
shares either in physical form or in dematerialized form, as on the cut-off date (record
date) of 21-09-2015, may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered
with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com
and voted on an earlier voting of any company, then your existing password is to be
used.
(vii) If you are a first time user follow the steps given below:

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
For Members holding shares in Demat Form and Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/Depository Participant
are requested to use the first two letters of their name and the 8 digits of the se-
quence number in the PAN field.
• In case the sequence number is less than 8 digits enter the applicable number of 0’s
before the number after the first two characters of the name in CAPITAL letters. Eg.
If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in
the PAN field.
DOB# Enter the Date of Birth as recorded in your demat account or in the company records for
the said demat account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company
Bank records for the said demat account or folio.
Details#
• Please enter the DOB or Dividend Bank Details in order to login. If the details are not
recorded with the depository or company please enter the member id / folio number
in the Dividend Bank details field as mentioned in instruction IV.

(viii) After entering these details appropriately, click on “SUBMIT” tab.


(ix) Members holding shares in physical form will then directly reach the Company selection
screen. However, members holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily enter their login password in
the new password field. Kindly note that this password is to be also used by the demat
holders for voting for resolutions of any other company on which they are eligible to
vote, provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost
care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-
voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant Company Name i.e. Hindustan Bio Sciences Limited,
on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the
same the option “YES/NO” for voting. Select the option YES or NO as desired. The
option YES implies that you assent to the Resolution and option NO implies that you
dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else
to change your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
your vote.
(xvi) You can also take out print of the voting done by you by clicking on “Click here to print”
option on the Voting page.
(xvii) If Demat account holder has forgotten the same password then Enter the User ID and
the image verification code and click on Forgot Password & enter the details as
prompted by the system.
(xviii) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and
Custodian are required to log on to www.evotingindia.com and register themselves
as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a compliance user should be created using the
admin login and password. The Compliance user would be able to link the
account(s) for which they wish to vote on.
• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on
approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they
have issued in favour of the Custodian, if any, should be uploaded in PDF format
in the system for the scrutinizer to verify the same.
(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com,
under help section or write an email to helpdesk.evoting@cdslindia.com.
In case of members receiving the physical copy:
(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.
(B) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section
or write an email to helpdesk.evoting@cdslindia.com
(C) The e-voting period commences on 25th September 2015 (9:00 am) and ends on 27th
September 2015 (6:00 pm). During this period shareholders’ of the company, holding shares
either in physical form or in dematerialized form, as on the cut-off date (record date) of
21.09.2015, may cast their vote electronically. The e-voting module shall be disable by CDSL
for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder
shall not be allowed to change it subsequently.
The voting rights of shareholders shall be in proportion to their shares of the paid up equity share
capital of the Company as on the cut-off date (record date) 21.09.2015.
Mr. V.B.S.S. Prasad, a Practicing Company Secretary (Membership # 4139, CP No. 4605) and has
been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the
e-voting period unblock the votes in the presence of at least two (2) witnesses not in the

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
employment of the Company and make a Scrutinizer Report of the votes cast in favor or against, if
any, forthwith to the Chairman of the Company.
The Results shall be declared in the AGM of the Company. The Results declared along with the
Scrutinizer’s Report shall be placed on the Company’s website www.hindustanbiosciences.in in and
on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company
and communicated to the BSE Limited.
(xx) All documents referred to in the accompanying Notice and the Explanatory
Statement shall be open for inspection at the Registered Office of the Company during
normal business hours (09:00 am to 05:00 pm) on all working days except Saturdays,
up to and including the date of the Annual General Meeting of the Company.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
Rule 11 of the Companies (Accounts) Rules, 2014, permits circulation of Annual Report through
electronic means to such of the members whose e-mail addresses are registered with NSDL or
CDSL (DPs) or with the Company to receive the documents in electronic form and physical copies
to those shareholders whose email addresses have not been either registered with the Company or
with the DPs.
To support this green initiative of the Government, members are requested to register their e-mail
addresses and also intimate changes, if any, with the DPs, in case shares are held in dematerialized
form and with STA, in case the shares are held in physical form.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.
ITEM NO.3.
Name of the Director J. Uma
Date of Birth 15-05-1959
Address H.No.6, Daffodils Block, Nectar Garden, Madhapur,
Hyderabad, Telangana
Shareholding 600
Qualification B.Com
Experience She has vast experience in M/s. Siris Limited
Other Directorships 1
Except Mrs. J.Uma, Being Appointee, JVR Mohan Raju, Managing Director and J. Varuna Varma,
Whole Time Director, none of the directors and key managerial personnel of the company and their
relatives are concerned or interested, financial or otherwise in the resolution set out at item No.3 this
explanatory statement may also be regarded as disclosure under clause 49 of the listing agreement
with the stock exchange.
Your directors recommended the resolution for approval as Ordinary Resolutions.
For and on behalf of the Board
For Hindustan Bio Sciences Limited

Place : Hyderabad J.V.R. Mohan Raju


Date : 29-05-2015 Chairman
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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
DIRECTOR’S REPORT
To
The Members,
Your directors are pleased to present their report along with the Audited accounts for the year ended
31-03-2015.
Financial Results: Rs. In Lakhs

Particulars 2014 – 2015 2013 – 2014


Gross Sales 75.75 225.38
Less: Excise Duty & Sales Tax 0 0
Net Sales 75.75 225.38
Total Expenditure 220.56 324.62
Other Income 0 0
Operating Profit (PBDIT) (123.75) (75.20)
Interest 2.61 2.35
Cash Profit (126.36) (77.55)
Depreciation and Amortization 18.45 21.69
Profit before Exceptional Item (144.81) (99.24)
Exceptional Item 0 0
Profit after Exceptional Item (144.81) (99.24)
Provision for Taxation
i) Current Year 0 0
ii) Deferred Taxation (0.72) 0.02
Net Profit before Extraordinary Item (145.52) (99.22)
Extraordinary Item 0 0
Profit after Extraordinary Item (145.52) (99.22)

Note: Previous year figures have been regrouped wherever necessary.


Operations:
During the year the company has sales revenue of Rs.75.75 Lakhs as against last year sales rev-
enue of Rs.225.38 Lakhs, a decrease of about 66.4% in rupee terms. The management is expect-
ing get good revenues from the second half of the financial year 2015-16 with the introduction of
10000 IU potency of Erythropoietin into the market.
Directors:
Mrs. J.Uma, Directors retiring by rotation and being eligible offers herself for reappointment.

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Directors Responsibility Statement:
Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directors’ Responsibility
Statement, the Board of Directors of the Company hereby confirms:
(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate ac-
counting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, being a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee consists of the following Directors namely Mr.B.R.Rao,
Mr.K.Ramachandra Raju, and Mr.M.Satyanarayana Raju.
Brief description of terms of reference:
Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board for their ap-
pointment and removal;
Carry on the evaluation of every director’s performance :
Formulation of the criteria for determining qualifications, positive attributes and independence of a
director;
Recommend to the Board a policy relating to the remuneration of the directors, key managerial
personnel and other employees;
Formulation of criteria for evaluation of independent Directors and the Board;
Devising a policy on Board diversity; and
Any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objective of the Policy-
To lay down criteria and terms and conditions with regard to identifying persons who are qualified to
become Directors (Executive and Non-Executive) and persons who may be appointed in Senior

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Management and Key Managerial positions and to determine their remuneration.
To determine remuneration based on the Company’s size and financial positions and trends and
practices on remuneration prevailing in peer companies.
To carry evaluation of the performance of Directors
To provide them rewards linked directly to their effort, performance, dedication and achievement
relating to the Company’s operations.
To retain, motivate and promote talent and to ensure long term sustainability of talented managerial
persons and create competitive advantage.
Particulars of Loans, Guarantees and Investments Under Section 186:
The company has neither issued any Loans, Guarantees nor made any investments during the
Financial Year.
Particulars of Contracts or Arrangements with Related Parties referred To sSec. 188(1):
The Company has not entered into any CONTRACTS OR ARRANGEMENTS WITH RELATED PAR-
TIES REFERRED TO Sec. 188(1) during the Financial Year
Extract of Annual Return:
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies
Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the
same is enclosed as Annexure - A to this report.
The conservation of energy, technology absorption, foreign exchange earnings and outgo
Information with respect to the conservation of energy, technology absorption, foreign exchange
earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 is prepared and annexed as Annexure-B to this report.
Statutory Auditors:
At the Annual General Meeting held on 30-09-2014 M/s VASG and Associates, Chartered Accoun-
tants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the Financial Year 2017. In terms of 1st proviso to section
139(1) of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at
every Annual General Meeting. Accordingly appointment of M/s. VASG and Associates, Chartered
Accountants is placed for ratification by shareholders. In the regard, the Company has received a
certificate from the Auditors to the effect, if they are appointed, it will be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
Audit Committee:
Composition Audit Committee included in Corporate Governance report.
Corporate Governance:
Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Gover

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
nance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Cor-
porate Governance are annexed as Annexure -C to this report.
Whistle Mechanism:
The Board of Directors have adopted Whistle Blower policy. The Whistle Blower policy aims for
conducting the affairs in the fair and transparent manner by adopting highest standards of profes-
sionalism, honest, integrity and ethical behavior. All permanent employees of the Company are
covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate
safeguards against the victimization of employees who avail of the mechanism and allows direct
access to the chairperson of the audit committee in exceptional cases.
Company Secretary:
The company is not making sufficient profits and hence not able to appoint a Company Secretary
but utilizing the service of Sri.V.B.S.S.Prasad practicing Company Secretary to look after legal com-
pliances.
Secretarial Audit Report:
As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have
appointed Mr. V.B.S.S.Prasad, Practicing Company Secretary (C.P.No: 4605) as Secretarial Audi-
tor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2015.
Secretarial Audit Report issued by Mr. V B S S Prasad, Practicing Company Secretary in form MR-
3 is enclosed as Annexure – D to this Annual Report.
There are no qualifications in Secretarial Audit Report.
Particulars of Employees:
No employee of the company is in receipt of remuneration of Rs.60 Lakhs per annum, and no
employees is in receipt of Rs.5 Lakhs per month, for any part of the financial year whose particulars
are required to be disclosed pursuant to Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Change in Nature of Business:
There is no change in the Company’s nature of business during the financial year ending March
31st, 2015.
Significant and Material Orders Passed By Regulators:
No such orders have been received.
Material Changes and Commitments:
There are no Material changes and commitments in the business operations of the Company from
the Financial Year ended 31st March, 2015 to the date of signing of the Director’s Report.
Acknowledgements:
The board wishes to place its deep sense of gratitude to all the employees for their valuable co-

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
operation and contribution. The board also thanks all Government/statutory organizations for their
support extended to the company.
During the Financial year ended 31st march, 2015, the company has not received any complaints
pertaining to Sexual Harassment.
The board is also grateful to Banks and all those associated with the company for their co-operation
and help.
For and on behalf of the Board
For Hindustan Bio Sciences Limited

Place : Hyderabad J.V.R. Mohan Raju.


Date : 29-05-2015 Chairman

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Annexure ‘A’ to the Director’s Report
EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2015
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the
Company (Management & Administration) Rules, 2014.
Form MGT-9
I. REGISTRATION & OTHER DETAILS:
1 CIN L26942TG1991PLC013564
2 Registration Date 16-12-1991
3 Name of the Company HINDUSTAN BIO SCIENCES LIMITED
4 Category/Sub-category of the Company Public Company Limited by Shares
5 Address of the Registered office H.No.8-2-269/S, Plot No.31,
& contact details Sagar Co-Operative Housing Society,
Road No.2, Banjara Hills, Hyderabad -500 034,
Tel: 040-23555161, 23555181,
Email ID: pharma.hindustanbio@gmail.com
6 Whether listed company YES
7 Name, Address & contact details of the M/s. Venture Capital & Corporate
Registrar & Transfer Agent, if any. Investments Private Limited,
12-10-167, Bharat Nagar, Hyderabad - 500 018.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be
stated)
S. No. Name and Description of main NIC Code of the % to total turnover of
products / services Product/service the company
1 RECOMBINANT HUMAN ERYTHROPOIETIN 24 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


SN Name and address CIN/GLN Holding/ Subsidiary % of“shares" Applicable
of the Company / Associate “held" “Section"
1 NIL NIL NIL NIL NIL

IV SHARE HOLDING PATTERN


(Equity share capital breakup as percentage of total equity)
(i) Category-wise Share Holding
Category of No. of Shares held at the begining No. of Shares held at the end of %
Shareholders of the year (As on 31-March-2014) the year (As on 31-March-2015) Change
Demat Physical Total % of Total Demat Physical Total %of Total during
Shares Shares the year
A. Promoters
(1) Indian
a) Individual/HUF 869,800 - 869,800 8.49% 869,800 0000 869,800 8.49% 0.00%

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Category of No. of Shares held at the begining No. of Shares held at the end of %
Shareholders of the year (As on 31-March-2015) the year (As on 31-March-2015) Change
Demat Physical Total % of Total Demat Physical Total %of Total during
Shares Shares the year
b) Central Govt - - - 0.00% - - 0.00% 0.00%
c) State Govt(s) - - - 0.00% - - 0.00% 0.00%
d) Bodies Corp. 284,715 - 284,715 2.78% 284,715 284,715 2.78% 0.00%
e) Banks / FI - - - 0.00% - - 0.00% 0.00%
f) Any other - - 0.00% - - 0.00% 0.00%
Sub Total (A) (1) 1,154,515 - 1,154,515 11.26% 1,154,515 - 1,154,515 11.26% 0.00%
(2) Foreign
a) NRI Individuals - 0.00% - 0.00% 0.00%
b)Other Individuals - 0.00% - 0.00% 0.00%
c) Bodies Corp. - 0.00% - 0.00% 0.00%
d) Any other - 0.00% - 0.00% 0.00%
Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00%
TOTAL (A) 1,154,515 - 1,154,515 11.26% 1,154,515 - 1,154,515 11.26% 0.00%
B. Public Shareholding
1. Institutions
a) Mutual Funds - 0.00% - 0.00% 0.00%
b) Banks / FI - 0.00% - 0.00% 0.00%
c) Central Govt - 0.00% - 0.00% 0.00%
d) State Govt(s) - 0.00% - 0.00% 0.00%
e) Venture Capital
Funds - 0.00% - 0.00% 0.00%
f) Insurance
Companies - 0.00% - 0.00% 0.00%
g) FIIs - 0.00% - 0.00% 0.00%
h) Foreign Venture
Capital Funds - 0.00% - 0.00% 0.00%
i) Others (specify) - 0.00% - 0.00% 0.00%
Sub-total (B)(1):- - - - 0.00% - - - 0.00% 0.00%
2.Non-Institutions
a) Bodies Corp. 645,856 0 645,856 6.30% 516,052 0 516,052 5.03% -20.10%
i) Indian - 0.00% - 0.00% 0.00%
ii) Overseas - 0.00% - 0.00% 0.00%
b) Individuals
i) Individual share
holders holding
nominal share
capital upto
Rs. 1 lakh 6,154,994 64,806 6,219,800 60.68% 6,110,669 65,306 6,175,975 60.25% -0.70%

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Category of No. of Shares held at the begining No. of Shares held at the end of %
Shareholders of the year (As on 31-March-2014) the year (As on 31-March-2015) Change
Demat Physical Total % of Total Demat Physical Total %of Total during
Shares Shares the year
ii) Individual share
holders holding
nominal share
capital in excess
of Rs 1 lakh 1,520,695 527,400 2,048,095 19.98% 1711040 527400 2,238,440 21.84% 9.29%
c) Others (specify)
NRI 122,571 122,571 1.20% 116541 116,541 1.14% -4.92%
CLEARING MEMBER 59,963 59,963 0.58% 49277 49,277 0.48% -17.82%
Non Resident Indians - 0.00% - 0.00% 0.00
Overseas Corporate
Bodies - 0.00% - 0.00% 0.00%
Foreign Nationals - 0.00% - 0.00% 0.00%
Clearing Members - 0.00% - 0.00% 0.00%
Trusts - 0.00% - 0.00% 0.00%
Foreign Bodies - D R - 0.00% - 0.00% 0.00%
Sub-total (B)(2):- 8,504,079 592,206 9,096,285 88.74% 8,503,579 592,706 9,096,285 88.74% 0.00%
Total Public (B) 8,504,079 592,206 9,096,285 88.74% 8,503,579 592,706 9,096,285 88.74% 0.00%
C. Shares held by
Custodian for
GDRs & ADRs - 0.00% 0.00% 0.00%
Grand Total (A+B+C) 9,658,594 592,206 10,250,800 100.00% 9,658,094 592,706 10,250,800 100.00% 0.00%

(ii) Shareholding of Promoter


Shareholders Shareholding at the beginning Shareholding at the end
%
Name of the year of the year
Change
No. of %of Total %of Shares No. of %of Total %of Shares during
Shares Shares Pleadged/ Shares Shares Pleadged/ the year
of the encumbered of the encumbered
company to total company to total
shares shares
1. J V R MOHAN RAJU 852,200 8.31% 0 852,200 8.31% 0 0.00%
2. I SURESH 14,900 0.15% 0 14,900 0.15% 0 0.00%
3. J UMA 600 0.01% 0 600 0.01% 0 0.00%
4. SUPER SOLUTIONS
(I) PVT LTD. 284,715 2.78% 0 284,715 2.78% 0 0.00%
5. J VARUN VARMA 2,100 0.02% 0 2,100 0.02% 0 0.00%

14
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding at the begin- Cumulative Shareholding
Particulars Date Reason ning of the year during the year
No. of shares % of total No. of shares % of total
shares shares
At the beginning of the year 1,154,515 11.26% 1,154,515 11.26%
Changes during the year - 0.00% 0.00%
- 0.00% 0.00%
- 0.00% 0.00%
At the end of the year 1,154,515 11.26% 1,154,515 11.26%

(iv) Shareholding Pattern of top ten Shareholders


(Other than Directors, Promoters and Holders of GDRs and ADRs):
For each of the Shareholding at the begin- Cumulative Shareholding
Top 10 Date Reason ning of the year during the year
Shareholders No. of shares % of total No. of shares % of total
shares shares
1. CHINTALAPATI DEEPIKA 0 0.00% 140,849 1.37%
2 DANLAW SYSTEMS
INDIA LTD 133,732 1.30% 133,732 1.30%
3 PRAKASH BABULAL
MUTHA 67,153 0.66% 60,153 0.59%
4. RAJ KUMAR PASRICHA 37,789 0.37% 52,353 0.51%
5. K L P RAJU 51,300 0.50% 51,300 0.50%
6. A K CHORDIA 51,052 0.50% 51,052 0.50%
7. ROSHANI NEETISH
DOSHI“NEETISH
RAMNIKLAL DOSHI" 50,000 0.49% 50,000 0.49%
8.PUNJABHAI KESHAVBHAI
KADCHHA 35,000 0.34% 50,000 0.49%
9. SARITA GOVIND YADAV 50,000 0.49% 50,000 0.49%
10. I V R KRISHNAM RAJU 45,100 0.44% 45,100 0.44%
At the end of the year 521,126 5.08% 684,539 6.68%

(v) Shareholding of Directors and Key Managerial Personnel:


Shareholdign of Shareholding at the begin- Cumulative Shareholding
each Directors and Date Reason ning of the year during the year
each key Managerial No. of shares % of total No. of shares % of total
Personnel shares shares
J V R MOHAN RAJU (MD) 852,200 8.31% 852,200 8.31%
J UMA (Director) 600 0.01% 600 0.01%
J VARUN VARMA(Director) 2,100 0.02% 2,100 0.02%

15
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars Secured Loans Unsecured Loans Deposits Total Indebtdness


excluding deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 6,300,361.00 6,300,361.00
ii) Interest due but not paid 67,500.00 67,500.00
iii) Interest accrued but
not due -
Total (i+ii+iii) - 6,367,861.00 - 6,367,861.00
Change in Indebtedness during the financial year
* Addition 5,538,176.00 5,538,176.00
* Reduction 2,253,500.00 2,253,500.00
Net Change - 3,284,676.00 - 3,284,676.00
Indebtedness at the end of the financial year
i) Principal Amount 9,598,537.00 9,598,537.00
ii) Interest due but not paid 54,000.00 54,000.00
iii) Interest accrued but not due -
Total (i+ii+iii) - 9,652,537.00 - 9,652,537.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Particulars of Remuneration Name of MD/WTD/Manager Total Amount Rs.
Name : J V R MOHAN RAJU
Designation : MANAGING DIRECTOR
Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961 300,000.00 300,000.00
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3)
Income- tax Act, 1961 - -
Stock Option - -
Sweat Equity - -
Commission - -
- as % of profit - -
- others, specify - -
Others, please specify - -
Total (A) 300,000.00 300,000.00
Ceiling as per the Act

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HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
B. Remuneration to other Directors
Particulars of Remuneration Name of Directors Total Amount
Rs
J UMA J VARUN M S BR KRC
VARMA RAJU RAO Raju
1. Independent Directors
Fee for attending board /committee meetings 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 40,000.00
Commission -
Others, please specify -
Total (1) 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 40,000.00
2. Other Non-Executive Directors -
Fee for attending board committee meetings -
Commission -
Others, please specify -
Total (2) - - - - - -
Total (B)=(1+2) 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 40,000.00
Total Managerial Remuneration 340,000.00
Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/ Manager/WTD


Particulars of Remuneration Name of Key Managerial Personnel Total Amount
Rs.
Name
Designation CEO CFO CS

1. Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961 -
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961 -
(c) Profits in lieu of salary under section
17(3) Income- tax Act, 1961
2. Stock Option -
3. Sweat Equity -
4. Commission
- as % of profit -
- others, specify -
5. Others, please specify -
Total - - - -

17
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Details of Penalty / Authority Appeal
Section of the Brief Punishment / (RD/ made, if any
Type
Companies Act Description Compounding fees NCLT/ (give Details)
Imposed COURT)
A. COMPANY
Penalty - - - - -
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
Annexure ‘B’ to the Director’s Report
The conservation of energy, Technology absorption, Foreign Exchange earnings and outgo
pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014.
A. Details of Conservation of Energy:
The operations of the Company are not energy intensive. However, adequate measure have
been taken to conserve and reduce the energy consumption by using energy efficient computer
monitors and other equipment’s, air-conditioners are used only when required and air-
conditioned areas have been treated with heat resistant material like sun control film to reduce
heat absorption. We believe energy saved is energy produced.
B. Technology Absorption, Adaptation and Innovation
The company is taking up only marketing activity of certain biotechnology products. So no
specific technology absorption is took place.
(i). Foreign Exchange Earnings and Outgo.
Rs. In Lakhs
Particulars 2014-15 2013-14
Foreign exchange earnings NIL NIL
Foreign exchange outgo 75.42 151.31
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT :
Industry Structure and Development
The Bio Pharma Industry, especially the r-DNA products being imported to India are facing a
tough competition of late. Though our company has got it’s standing in selling erythropoietin,
18
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
we could not able to sell good quantity, as compared to last year. We could reach only 38.70%
in terms of quantity (Erythropoietin) compared to last year. However, the company could achieve
only 33.60% in terms of price realization due to slashing of prices to some extent to be in the
market.
Opportunities and Threats, Product wise Performance and Outlook
The Industry is growing exponentially and so is the competition. Heavy competition is a major
threat to our business. The management of our company is pursuing various options to overcome
this threat. The following are a few steps that the company is taking to face the competition.
• Increasing the quantity and reducing the prices to compete with others.
• Introducing 10000 IU potency of Erythropoietin into the market, which has a great potential.
We are pursuing with DCGI for the License for the same, which is under active consideration
and we are hopeful of getting the within a few months.
The company is treading cautiously while introducing new products due to the increased cost
of launching new product, challenges faced in getting the necessary approvals and complications
in conducting clinical trials.
The company is presently importing and marketing ‘Recombinant Human Erythropoietin’ with
the brand names EPOVIN and EPOSINO & NEPHRODIL The turnover of the company can be
further increased, if we get the approval for higher potencies, which is still pending with DCGI.
Though the company has tried its hand in selling domestic Pharmaceutical generics, it could
not get a break through as the competition was very high and there is heavy lobbying in the
industry. Hence, the company has closed this business to reduce the overheads.
Risks & Concerns
1) The competition in the existing product portfolio has increased over the years which are affecting
the profits of the company
2) The cost & time for getting approvals for new products have become unpredictable and there is
no guarantee that the company will get the approvals.
3) The DCGI is insisting clinical trials for every product, even though it is marketed in many countries
after successful clinical trials in other countries. The conduct of clinical trials involves huge
amount of money and time and thus reduces the competitiveness of the product in terms of
price.
Internal Control systems and their adequacy
The internal control systems are adequate to the size and nature of operations of the company.
Discussion on financial performance with respect to operational performance:
During the year the company has sales revenue of Rs.75.75 Lakhs as against last year sales
revenue of Rs.225.38 Lakhs, a decrease of about 66.4% in rupee terms. The management is
expecting get good revenues from the second half of the financial year 2015-16 with the
introduction of 10000 IU potency of Erythropoietin into the market.

19
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
ANNEXURE - C
Report On Corporate Governance
The following is a report on the steps taken by the company for implementation of Corporate
Governance.
Adoption of Code of Corporate Governance by the Company
Corporate Governance is the road map, which guides and directs the Board of Directors to
govern the affairs of the Company in a manner most beneficial to all the shareholders, the
Creditors, the Government and the Society at large. It ensures the accountability of the Board
in its decisions.
Corporate Governance is indispensable to resilient and vibrant capital markets and is an
important instrument of investor protection.
Corporate Governance, in its true sense, is deeply embedded in the corporate Philosophy of
your company.
Board Of Directors:
The Board of Directors comprising One Managing Director Two Non Executive Non Independent
Directors and Four Independent Directors. The composition of the Board is in conformity with
clause 49 of the listing agreement. The details are given below.
1. Sri J.V.R.Mohan Raju - Chairman & Managing Director
2. Mr. J Varun Varma - Whole time Director
3. Sri B.R.Rao - Director
4. Sri A.V.V.Satyanarayana - Director
5. Smt. J.Uma - Director
6. Sri K.Rama Chandra Raju - Director
7. Sri M. Satyanarayana Raju - Director
Board Meetings:
The board of directors met 4 (Four) times during the financial year on 30-05-2014, 31-07-2014,
31-10-2014 & 31-01-2015.
Name of the Director Category No. of Board Attendance at No. of outside
Meetings Attended Last AGM Directorships held
1. J. V. R.Mohan Raju MD 4 Yes 3
2. J.Uma NED 4 Yes 1
3. J Varun Varma NED 4 Yes 4
4. B.R.Rao NED 4 Yes NIL
5. A.V.V.Satyanarayana NED - No NIL
6. K.Rama Chandra Raju NED 4 Yes NIL
7. M.Satyanarayana Raju NED 4 Yes 2
20
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Remuneration to Directors
The details of remuneration paid to all the directors for the year 2014-2015 are:
Non Executive Directors: (Sitting Fee Only)
a. Smt. J. Uma - Rs. 8,000/-
b. Sri. B.R.Rao - Rs. 8,000/-
c. Sri. K.Rama Chandra Raju - Rs. 8,000/-
d. Sri. M.Satyanarayana Raju - Rs. 8,000/-
e. Mr.J Varun Varma - Rs. 8,000/-
Executive Directors:
Sri. J.V.R.Mohan Raju - Rs.3,00,000/-
The details of the Directors seeking Appointment/reappointment are as follows:
Name of the Director Mrs. Jampana Uma
Date of Birth 15-05-1959
Address H.No.6, Daffodils Block,Nectar Garden, Madhapur,
Hyderabad, Telangana
Shareholding 600
Qualification B.Com
Experience She has vast experience in M/s. Siris Limited
Other Directorships 1
Audit Committee :
The audit committee as on 31st March, 2015 consists of
1). Sri. B.R.Rao, Chairman
2). Mr. J Varun Varma
3). Smt. J.Uma.
All the above members are non-executive directors. Sri B.R.Rao possesses expert knowledge
in the area of finance and accounting.
In accordance with Clause 49 of the Listing Agreement and also Section 177 of the Companies
Act, 2013, the terms of reference stipulated by the Board to the Audit Committee are as follows:
• Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement (s)/are correct, sufficient and credible.
• Recommending the appointment and removal of external auditor, fixation of audit fee and
also approval for payment for any other services.

21
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
• Reviewing with the management the annual financial statements before submissions to the
Board.
• Reviewing with the management, external auditors and the adequacy of internal control
systems.
• Discussions with external auditors before the audit commences regarding the nature and
scope of audit as well as to have post audit discussion to ascertain any area of concern.
• Reviewing the company’s financial and risk management policies.
During the year, Audit Committee met on 30-05-2014, 31-07-2014, 31-10-2014 & 31-01-2015
all the members attended the meeting under the chairman ship of Sri. B.R.Rao.
The Audit Committee has not made any specific recommendations.
Stakeholders Relationship, Grievance and Share Transfer Committee:
All the directors of the board are the members of investor’s grievance committee, Sri. B.R.Rao
is the chairman of the committee. The Committee met twice during the year. The dates on
which the Committee meetings were held are: 31-10-2014 & 31-01-2015.
Reconciliation of Share capital Audit
As required by the Regulations of the Securities and Exchange Board of India (SEBI), the
issued and listed capital of the company is reconciled with the aggregate of the number of
shares held by investors in physical mode and in the demat mode. A Certificate is being obtained
on a quarterly basis to this effect from a Practicing Company Secretary and submitted to the
Stock Exchanges where the Company’s shares are listed. No discrepancies were found or
reported by the Secretarial Auditor between the issued and listed capital and the aggregate of
shares held by investors in both physical form and in electronic form with the depositories for
the financial year 2014-15.
Compliance Officer:
Sri JVR Mohan Raju, Managing Director of the Company is the Compliance Officer.
The company has attended to most of the investor’s grievances/correspondence within a period
of 15 days from the date of receipt. Almost all the rest of the grievances was attended within the
maximum period of 30 days. All Transfers were completed within the maximum period of 30
days.
In view of SEBI’s new regulations, a series of steps have been taken to put in place appropriate
corporate governance policies for your Company as reported below:
1) The Board of Directors had met 4 times during the year 2014-2015 and the gap between any
two successive meetings did not 120 days.
2) The Board has seven members comprising of One Managing Director and Six Non Executive
Directors.
3) Share transfer/Transmissions are being processed and approved promptly through Circular
Resolutions of the Share Transfer Committee ratified subsequently by the Board at its regular
meetings.
4) There are no outstanding major complaints received from the share holders.
22
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
5) The Board is pleased to inform that during the financial year 2014-2015 no penalties/strictures
have been imposed on the company by the stock exchanges, Registrar of companies, SEBI or
any statutory authority in any manner related to capital market.
6) The Listing fees to Bombay Stock Exchange Limited, Mumbai for the year 2015-2016 is paid.
7) The Company has complied with the requirements of allowing shareholders to hold the shares
in electronic form and appointed M/s. Venture Capital & Corporate Investments Ltd., as Registrars
for De-mat shares. So far 9658094 shares have been dematerialized.
8) The Company has complied with the requirements of the stock exchanges like holding Board
meetings for consideration of Un-Audited Financial Results, obtaining a limited review report
from the auditors and the half yearly accounts (Un-Audited for the half year ended 30-09-2014)
and sent a copy of the same to the stock exchanges has stipulated in the Listing Agreement
with the stock exchanges.
Nomination Remuneration Committee:
The remuneration committee consists of the following Directors.
1). Sri. B.R.Rao, Chairman
2). Sri K.Ramachandra Raju
3). Sri M.Satyanarayana Raju
The committee had met on 31-10-2014 during the financial year 2014-15.
Postal Ballot:
No special Resolutions were required to be passed through postal ballot last year.
General Shareholder Information
1. Book Closure Date : 22.09.2015 to 30.09.2015 ( both days Inclusive)
2. Date, Time and Venue of the 23rd : 30.09.2015 at 10.00 A.M. at
Annual General Meeting H.No. 8-2-269/S, Plot No.31,
Sagar Society, Road No.2,
Banjara Hills, Hyderabad – 500 034.
3. Listing on Stock Exchange : Bombay Stock Exchange Limited
4. Listing Fee : Listing Fees for the year 2015-16 is paid to
Bombay Stock Exchange Ltd.
5. Registered Office : H.No: 8-2-269/S, Plot No: 31,
Sagar Co-Operative Housing Society, Road No: 2,
Banjara Hills, Hyderabad – 500 034.
Ph.No: 23555161, Fax: 40205171
Email: pharma.hindustanbio@gmail.com
6. Place Where Share Transfers : Secretarial Dept. at Regd. Office.
are to be lodged
7. Investors’ Correspondence&Share : Compliance Officer.

23
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

Transfers (in Physical Form) HINDUSTAN BIO SCIENCES LIMITED


H.No: 8-2-269/S, Plot No: 31,
Sagar Co-Operative Housing Society, Road No: 2,
Banjara Hills, Hyderabad – 500 034.
Ph.No: 23555161, Fax: 40205171
Email: pharma.hindustanbio@gmail.com
(Share transfers in physical form are
processed In house by Secretarial
Department of the Company)
For Electronic Mode : M/s. Venture Capital & Corporate
Investments Private Limited.
12-10-167, Bharat Nagar,Hyderabad - 500 018.
8. Company’s ISIN No. : INE597C01013
9. Trading in shares : Compulsory Demat
(Electronic Form)
10. Dividend Declared in earlier years : The Company has not declared dividend so far
11. Publication of Unaudited/Audited
Financial Results in the press : Normally Published

12. Date & Venue of the last Date Venue Special Resolution
Three Annual General Passed
Meetings.
Twentieth Annual General 29-09-2012 Plot No.31, Sagar Society,
Meeting Road No.2, Banjara Hills Nil
Hyderabad - 500 034.
Twenty First Annual General 30-09- 2013 Plot No.31, Sagar Society, appointment
Meeting Road No.2, Banjara Hills J Varun Varma
Hyderabad - 500 034. as a Director
Twenty Second Annual 30-09- 2014 Plot No.31, Sagar Society,
General Meeting Road No.2, Banjara Hills Nil
Hyderabad - 500 034.

Market price data on company’s scrip on Bombay Stock Exchange Ltd for the
Financial Year 2014-2015
Month Highest Lowest
Rate (Rs.) Date Rate (Rs.) Date
Apr-14 1.15 15-04-14 0.87 04-04-14
May-14 1.06 30-05-14 0.81 21-05-14
Jun-14 1.79 25-06-14 1.06 02-06-14

24
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

Month Highest Lowest


Rate (Rs.) Date Rate (Rs.) Date
Jul-14 1.55 01-07-14 0.98 30-07-14
Aug-14 1.44 28-08-14 0.93 11-08-14
Sep-14 2.15 17-09-14 1.50 01-09-14
Oct-14 1.96 07-10-14 1.73 31-09-14
Nov-14 1.75 05-11-14 1.09 25-11-14
Dec-14 2.06 29-12-14 1.23 01-12-14
Jan-15 1.98 01-01-15 1.54 29-01-15
Feb-15 1.78 09-02-15 1.60 26-02-15
Mar-15 1.89 11-03-15 1.36 27-03-15

PATTERN OF SHAREHOLDING AS ON 31-03-2015


DESCRIPTION NO.OF SHAREHOLODERS % NO. OF SHARES %
INDIVIDUAL 6669 97.60 9284215 90.57
FI - - - -
FIII - - - -
NRI 31 0.45 116541 1.14
BODIES CORPORATE 117 1.71 800767 7.81
CLEARING MEMBER 16 0.23 49277 0.48
FOREIGN NATIONAL - - - -
MUTUAL FUNDS - - - -
TRUSTEES - - - -
BANK - - - -
ANY OTHER - - - -
TOTAL 6833 100 10250800 100

Distribution of Shareholding As on 31.03.2015


Range NO.OF SHAREHOLODERS % NO. OF SHARES %
UP TO 500 4052 59.30 1074803 10.49
501 TO 1000 1297 18.98 1172354 11.44
1001 TO 2000 689 10.08 1137467 11.10
2001 TO 3000 279 4.08 743585 7.25
3001 TO 4000 108 1.58 396258 3.87
4001 TO 5000 123 1.80 597424 5.83
5001 TO 10000 166 2.43 1267059 12.36
10001 & ABOVE 119 1.74 3861850 37.67
TOTAL 6833 100 10250800 100.00

25
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Declaration on compliance with code of conduct
I declare that the company has received affirmation of compliance with the “Code of Business
conduct for Directors and Senior Executives” laid down by the Board of Directors, from all the Directors
and Senior Management personnel of the company, to whom the same is applicable, for the financial
year ended 31st March, 2015.
J.V.R. Mohan Raju.
Chairman & Managing Director
Place : Hyderabad
Date : 29.05.2015
ANNEXURE –D
Secretarial Audit Report as per Section 204 of the Companies Act, 2013:
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2015
FORM NO. MR.3
Pursuant to Section 204 (1) of the Companies Act, 2013 and the Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
To
The Members,
M/s. Hindustan Bio Sciences Limited
Hyderabad.
1. We have conducted Secretarial Audit pursuant to Section 204 of the Companies Act 2013, on
the compliance of applicable Statutory Provisions and the adherence to good corporate practices
by M/s. Hindustan Bio Sciences Limited (hereinafter called as “the Company”). Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts / statutory compliances and expressing our opinion thereon.
2. The company is engaged in the trading of Pharmaceuticals.
3. Based on our verification of the books, papers, minutes books, forms, returns filed and other
records maintained by the Company and also the information and according to the examinations
carried out by us and explanations furnished and representations made to us by the company,
its officers, agents and authorised representatives during the conduct of Secretarial Audit, we
hereby report that in our opinion, the Company has during the Audit Period covering the Financial
Year ended 31st March, 2015 complied with the statutory provisions listed hereunder and also
that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter.
4. WE have examined the books, papers, minute books, forms and returns filed and other records
maintained by M/s. Hindustan Bio Sciences Limited (hereinafter called as “the Company”) for
the financial year from 1st April 2014 and ended with 31st March, 2015 (“Audit Period”) according
to the provisions of :
i) The Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (the Act)

26
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
and the Rules made there under;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) AND THE Rules made there under;
iii) The Depositories Act, 1996 and the Regulations and bye-laws framed there under;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under
to the extent of Foreign Direct Investment, Overseas Direct Investment and external
Commercial Borrowings;
v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Inside Trading) Regulations,
1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
d) The Securities and Exchange Board of India (Employee Stock Option Scheme)
Guidelines 1999.
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008.
f) The Securities and Exchange Board of India (Registrars to an issue and share transfer
agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; and
h) The Securities and Exchange Board of India (buyback of Securities) Regulations,
1998;
i) The following other laws as specifically applicable in the view of the Management.
(i) Income Tax act, 1961
(ii) Central Sales Tax Act, 1956
(iii) Telangana & Andhra Pradesh Value Aadded Tax
(iv) The payment of bonus Act, 1965
(v) Telangana & Andhra Pradesh Tax on Professions, Trades, Callings and
Employments Act, 1987
(vi) Customs Act, 1962
(vii) Finance Act,1994 (Service Tax)
(viii) Factories Act, 1948

27
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
(ix) Industrial Disputes Act, 1947
(x) Minimum Wages Act, 1948
(xi) The Payment of Gratuity Act, 1972
(xii) The Payment of Wages Act, 1936
(xiii) The Maternity Benefit Act, 1961
(xiv) A.P Shops & Establishment Act, 1988
(xv) The National and Festival Holidays Act, 1963
(xvi) The Employees Provident fund and Miscellaneous provisions act, 1952
(xvii) The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1956.
The Company do not have any factory and no production activity is being carried out.
Hence several Industrial and Labour Laws are not applicable. Applicable statutory provisions
have been verified and found satisfactory.
5. We have also examined compliance of the applicable clauses of the Listing Agreements entered
into by the Company with the BSE Limited.
6. We further report that, during the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, etc. Mentioned above. However, please
note for the audit period.
(i) SEBI (ICDR) Regulations, 2009 are not applicable, as there being no further issues of any
securities.
(ii) SEBI (ESOS & ESOP) Guidelines, 1999 are not applicable, as there being no schemes of
the Company under the said Guidelines.
(iii) SEBI (Issue and Listing of Debt Securities) Regulations, 2008 are not applicable as there
being no debt securities, which are listed on any of the recognized stock exchange.
(iv) SEBI (Delisting of Equity Shares) Regulations, 2009 are not applicable, as there being not
instances of delisting of equity Shares.
(v) SEBI (Buyback of Securities) Regulations, 1998 are not applicable, as there being no
instances of buy-back of shares
(vi) The Ministry of Corporate Affairs has not notified applicable Secretarial Standards under
the Companies Act 2013, therefore, the same was not considered in the Audit.
(vii) The compliance of other specific applicable laws as listed in 4 (V) (i) above, were relied on
the basis of representations and compliance certificates issued by the Managing director
compliance officers and other officials of respective / concerned Departments of the company.
7. We further report that:

28
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
a. The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the
compositions of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the act.
b. Adequate Notice is given to all the Directors to Schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least 7 days in advance.
c. There exists a system for seeking and obtaining further information and clarifications on the
agenda items before the meeting and meaningful participation at the meeting.
d. Majority decision is carried through and there were not instances of dissenting members in
the Board of Directors.
8. We further report that there exist adequate systems and processes in the Company that
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
9. We further report that during the audit period, there were no specific events / actions having a
major bearing on the company’s affairs in pursuance of the above referred laws, rules,
regulations, guidelines, standards, etc., referred to the above.

PLACE : HYDERABAD
DATE : 25.05.2015 V B SS PRASAD
COMPANY SECRETARY
M.NO: F4139
CP No. 4605

29
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Chairman & Managing Director’s (CMD) Certification & Declaration
Pursuant to the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, it is
hereby certified that for the financial year ended March 31st 2015.
A). We have reviewed financial statements and the cash flow statements for the year and that to
the best of our knowledge and belief,
i. These statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
ii. These statements together present a true and fair view of the Company’s affairs and are
in compliance with existing accounting standards, applicable laws and regulations.
B). There are, to the best of our knowledge and belief, no transactions entered into by the com-
pany during the year that are fraudulent, illegal or violate of the Company’s Code of Conduct.
C). We accept responsibility for establishing and maintaining internal controls and they have
evaluated the effectiveness of internal control systems of the company and they have dis-
closed to the Auditor’s and the Audit Committee, deficiencies in the design or operation of
internal controls, if any, of which they are aware and the steps they have taken or propose to
take, to rectify these deficiencies.
D). We have indicated to the Auditors and the Audit Committee:
i). Significant changes in internal control over financial reporting during the year;
ii). Significant change in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
iii). Instances of significant fraud of which they have become aware and the Involvement
therein, if any, of the management or an employee having a significant role in the Company’s
internal control system.
E). We affirm that all Directors and Senior Management have complied with the Code of Conduct
for the year.

J.V.R. Mohan Raju


Chairman & Managing Director
Place : Hyderabad
Date : 29.05.2015

30
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

Auditor’s Certificate on compliance of conditions of Corporate Governance as per


Clause 49 of the Listing Agreement with the stock exchanges.
To
The Members of
Hindustan Bio Sciences Limited
We have examined the compliance of conditions of corporate governance by Hindustan Bio Sci-
ences Limited, for the year ended 31-03-2015 as stipulated in Clause 49 of the Listing Agreement of
the said Company with Mumbai Stock Exchange Limited.
The compliance of conditions of Corporate Governance is the responsibility of the management.
Our examination has been limited to a review of the procedures and implementations thereof adopted
by the company for ensuring compliance with the conditions of the certificate of Corporate Gover-
nance as stipulated in the said clause.
It is neither an audit nor an expression of opinion on the financial statements of the company.
No investor grievances are pending for a period exceeding one month against the company as per
the records maintained by the company.
In our opinion and to the best of our information and according to the explanations given to us and
the representations made by the Directors and the management, we certify that the company has
complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-
mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the further viability of the
Company nor the efficiency or effectiveness with which the management has conducted the affairs
of the Company.

For VASG AND ASSOCIATES


Chartered Accountants
FRN 006070S

Place : Hyderabad
Date : 29.05.2015 (A.Viswanatha Rao)
Partner
Member Ship No. 029597

31
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
INDEPENDENT AUDITORS’ REPORT
To
The Members of Hindustan Bio Sciences Ltd.
Report on the Financial Statements
1. We have audited the accompanying financial statements of Hindustan Bio Sciences Limited
(“the Company”) which comprise the Balance Sheet as at March 31, 2015 and the Statement
of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information, which we have signed un-
der reference to this report.
Management’s Responsibility for the Financial Statements
2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these
financial statements that give a true and fair view of the financial position, financial perfor-
mance and the cash flows of the Company in accordance with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. This responsibility includes maintenance of adequate accounting records in accor-
dance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appro-
priate accounting policies; making judgments and estimates that are reasonable and pru-
dent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation to the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the Standards on Auditing specified under Sec-
tion 143(10) of the Act. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence, about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors’
judgment, including the assessment of the risk of material misstatement of the financial state-
ments, whether due to fraud and error. In making those risk assessments, the auditors con-
siders internal control relevant to the Company’s preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the circum-
stances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by the Management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.

32
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Opinion
6. In our opinion, and to the best of our information and according to the explanations given to
us, the accompanying financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,
2015
(b) In the case of the Statement of Profit and Loss, of the Loss for the year ended on that
date; and
(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by ‘the Companies (Auditor’s Report) Order, 2015 (‘the Order”) issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in
the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order, to
the extent applicable.
8. As required by Section 143(3) of the Act, we report that:
(a) We have obtained all the information and explanations which, to the best of our knowl-
edge and belief, were necessary for the purpose of our audit.
(b) In our opinion, proper books of accounts as required by law have been kept by the
Company so far as appears from our examination of those books.
(c) The Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement dealt with by
this Report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement
dealt with by this report comply with the Accounting Standards specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors as on 31st March,
2015 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act;

For VASG AND ASSOCIATES


Chartered Accountants
FRN 006070S

Place : Hyderabad
Date : 29.05.2015 (A.Viswanatha Rao)
Partner
Member Ship No. 029597

33
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Annexure to the Independent Auditors’ Report:
The Annexure referred to in our Independent Auditors’ Report of even date to the members of
Hindustan Bio-Sciences Limited on the accounts of the company for the year ended 31st March,
2015, we report that:
1. (a) The company has maintained proper records showing full particulars including quantita-
tive details and situation of its fixed assets.
(b) As explained to us, fixed assets have been physically verified by the management
at reasonable intervals; no material discrepancies were noticed on such verification.
2. (a) As explained to us, inventories have been physically verified during the year by the man-
agement at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the proce-
dures of physical verification of inventories followed by the management are reasonable and
adequate in relation to the size of the company and the nature of its business.
(c) In our opinion and on the basis of our examination of the records, the Company is gener-
ally maintaining proper records of its inventories. No material discrepancy was noticed on
physical verification of stocks by the management as compared to book records.
3. (a) According to the information and explanations given to us and on the basis of our exami-
nation of the books of account, the Company has not granted unsecured interest free loans to
a company and a proprietorship covered in the register maintained under Section 189 of the
Act.
4. In our opinion and according to the information and explanations given to us, there is gener-
ally an adequate internal control procedure commensurate with the size of the company and
the nature of its business, for the purchase of inventories & fixed assets and payment for
expenses & for sale of goods. During the course of our audit, no major instance of continuing
failure to correct any weaknesses in the internal controls has been noticed.
5. The company has not accepted any deposits from the public.
6. The Central Government has not prescribed the maintenance of cost records under section
148(1) of the Act.
7. (a) According to the records of the company, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Cus-
tom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have gen-
erally been regularly deposited with the appropriate authorities. According to the information
and explanations given to us there were no outstanding statutory dues as on 31st of March,
2015 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no amounts payable
in respect of income tax, service tax, sales tax, customs duty and excise duty which have not
been deposited on account of any disputes.
8. The Company has been registered for a period of more than five years. Hence, the clause is
not applicable.

34
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
9. Based on our audit procedures and on the information and explanations given by the man-
agement, we are of the opinion that, the Company has not defaulted in repayment of dues to
a financial institution, bank or debenture holders.
10. The company has not given any term loans during the year.
11. Based on the audit procedures performed and the information and explanations given to us,
we report that no fraud on or by the Company has been noticed or reported during the year,
nor have we been informed of such case by the management.

For VASG AND ASSOCIATES


Chartered Accountants
FRN 006070S

Place : Hyderabad
Date : 29.05.2015 (A.Viswanatha Rao)
Partner
Member Ship No. 029597

35
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
BALANCE SHEET AS AT 31ST MARCH 2015

As at As at
Particulars Notes 31st Mar 2015 31st Mar 2014
Rs. Rs.

I. EQUITY AND LIABILITIES


(1) Shareholders’ Funds
(a) Share capital 1 102,508,000 102,508,000
(b) Reserves and surplus 2 (33,426,450) (18,322,761)

Non-current liabilities

(1) Long-term borrowings 3 9,652,537 6,367,861

(2) Current Liabilities


(a) Short Term Borrowings 4 - 1,374,700
(b) Trade Payables 5 1,426,285 4,040,457
(c) Short-Term Provisions 6 372,066 715,196
Total Equity & Liabilities 80,532,438 96,683,452

II. ASSETS
(1) Non-current assets
(a) Fixed Assets 7
(i) Gross Block 24,478,978 24,730,533
(ii) Depreciation 4,456,068 3,934,420
(iii) Net Block 20,022,910 20,796,113
(b) Deferred Tax Asset 8 431,596 503,348
(c) Long term loans and advances 9 53,984,620 56,059,965

(2) Current Assets


(a) Inventory 903,192 1,738,742
(b) Trade receivables 10 3,208,451 12,472,573
(c) Cash and cash equivalents 11 1,981,669 1,681,835
(d) Short-term loans and advances 12 - 1,677,351
Miscellaneous Expenditure not writtenoff - 1,753,525
Total Assets 80,532,438 96,683,452
NOTES TO ACCOUNTS 20 - -
Schedules referred to above and notes attached there to form an integral part of Balance Sheet
This is the Balance Sheet referred to in our Report of even date.
FOR VASG & ASSOCIATES FOR HINDUSTAN BIO SCIENCES LIMITED
CHARTERED ACCOUNTANTS
FRN: 006070S

(A. VISWANATHA RAO) J.V.R.Mohan Raju J.Uma


Partner Chairman&Managing Director Director
Membership No. : 029597

PLACE : HYDERABAD
DATE : 29.05.2015

36
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
PROFIT & LOSS STATEMENT FOR THE PERIOD ENDED ON 31st MARCH, 2015

As at As at
Particulars Notes 31st Mar 2015 31st Mar 2014
Rs. Rs.
I Revenue from operations 13 7,575,356 22,537,709
II Total Revenue 7,575,356 22,537,709
III Expenses:
Cost of materials consumed 14 13,059,218 17,193,539
Employee Benefit Expenses 15 2,536,142 4,426,611
Financial Costs 16 312,847 277,476
Depreciation and Amortization Expenses 17 1,845,460 2,168,760
Other Administrative Expenses 18 3,611,728 4,302,744
Selling Expenses 19 690,608 4,092,640
IV Total Expenses 22,056,003 32,461,770
V Profit /(Loss)before exceptional and
extraordinary items and tax (II - IV) (14,480,647) (9,924,061)
VI Exceptional Items - -
VII Profit before extraordinary items and tax (V - VI) (14,480,647) (9,924,061)
VIII Extraordinary Items - -
IX Profit/(Loss) before tax (VII - VIII) (14,480,647) (9,924,061)
X Tax expense:
(1) Current tax - -
(2) Deferred tax (71,752) 1,770
XI Profit/(Loss) from the period from
continuing operations (IX-X) (14,552,399) (9,922,291)
XII Profit/(Loss) from discontinuing operations - -
XIII Tax expense of discounting operations - -
XIV Profit/(Loss) from Discontinuing operations (XII-XIII) - -
XV Profit/(Loss) for the period (XI+XIV) (14,552,399) (9,922,291)
XVI Earning per equity share:
(1) Basic (1.42) (0.97)
(2) Diluted (1.42) (0.97)
Schedules referred to above and notes attached there to form an integral part of Profit & Loss Statement
This is the Profit & Loss Statement referred to in our Report of even date.
FOR VASG & ASSOCIATES FOR HINDUSTAN BIO SCIENCES LIMITED
CHARTERED ACCOUNTANTS
FRN: 006070S

(A. VISWANATHA RAO) J.V.R.Mohan Raju J.Uma


Partner Chairman&Managing Director Director
Membership No. : 029597

PLACE : HYDERABAD
DATE : 29.05.2015

37
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

Notes Forming Integral Part of the Balance Sheet as at 31st March,2015


Notes : 1 Share Capital
As at As at
S.No. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 AUTHORIZED CAPITAL
(1,10,00,000 Equity Shares of Rs.10/- each.) 110,000,000 110,000,000
110,000,000 110,000,000
2 ISSUED , SUBSCRIBED & FULLY PAID UP CAPITAL
(10250800 Equity shares of Rs.10/- each) 102,508,000 102,508,000

Total ISSUED, SUBSCRIBED AND FULLY PAID UP CAPITAL 102,508,000 102,508,000

Reconciliation of the shares outstanding at the beginning


and at the end of the reporting period
Equity Shares
31-Mar-15 31-Mar-14
No.of shares Amt. Rs. No.of shares Amt. Rs.
At the beginning of the period 10250800 102508000 10250800 102508000
Issued during the year ---- ----- ---- -----
Outstanding at the end of the period 10250800 102508000 10250800 102508000
A.Terms \Rights attached to Equity Shares
The company has only one class of Equity Shares having at par value of Rs.10/- each.Each holder of Equity
share is entitiled to one vote per share.
In the event of liquidation of the company,the holders of equity shares will be entitled to receive remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of equity shares held by the shareholders.
B.Details of shareholders holding more than 5% Shares in the company

Sl.No. Particulars No.of shares % of share holding


1 JVR Mohan Raju 852200 8.31

Notes : 2 Reserves & Surplus


As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
Balance brought forward from previous year (18,322,761) (8,400,470)
Excess Depreciation claimed due to Schedule II 551,289 0
Add: Loss for the period (14,552,399) (9,922,291)
Total Reserves & Surplus (33,426,450) (18,322,761)

38
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Notes : 3 Long Term Borrowings

As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Loans -Others 9,652,537 6,367,861
Total Long Term Borrowings 9,652,537 6,367,861

The Loan-others included unsecured loan taken from V Rangaiah during the year 2011-12 and carries
interest @24%p.a.
Notes : 4 Short Term Borrowings

S.NO. Particulars As at As at
31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Super Solutions India Pvt. Ltd., - 1,174,700
2 HES Infra Private Limited - 200,000
Total Short Term Borrowings - 1,374,700

Notes : 5 Trade Payables

As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Sundry Creditors 1,426,285 4,040,457
Total Trade Payables 1,426,285 4,040,457

Notes : 6 Short Term Provisions


As at As at
S.NO. Paritculars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 CST Payable 16,128 70,042
2 Salaries Payable 116,193 108,150
3 Rent Payable 69,770 215,460
4 Professional Tax Payable 850 850
5 TDS Payable 84,527 259,933
6 Audit Fee payable 54,598 54,598
7 Vat Payable 0 (45,837)
8 TDS on Salaries 0 52,000
9 Professional charges payable 30,000 0
Total Short Term Provisions 372,066 715,196

39
Schedules Forming Integral Part of the Balance Sheet as at 31st March, 2015
Notes : 7 Fixed Assets (Amount in Rs.)

Gross Block Depreciation Net Block


Value at the Addition Deduction Value at Value at Addition Depreciation Deduction Value at WDV WDV
S. No. Particulars
beginning during the during the the end the begining during the on account of during the the end as on as on
period period period change in use period 31.03.2015 31.03.2014
ful life
I Tangible Assets
1 COMPUTERS 262,283 - 101,933 160,350 149,895 12,920 9,440 56,859 115,396 44,954 112,388
2 FURNITURE & FIXTURES 713,786 - 202,881 510,905 458,760 - 82,108 55,508 485,360 25,545 255,026
3 OFFICE EQUIPMENT 415,809 - 415,809 367,395 2,399 23,496 - 393,290 22,519 48,414
HINDUSTAN BIO SCIENCES LIMITED

4 VEHICLES 2,702,736 - 2,702,736 2,117,016 45,224 170,963 - 2,333,203 369,533 585,720


5 CAPITAL WIP 19,229,514 - 19,229,514 - - - - - 19,229,514 19,229,514
6 AIR CONDITIONER 179,052 71,600 250,652 121,461 8,374 15,749 - 145,584 105,068 57,591

40
7 REFRIGERATOR 96,639 - 10,541 86,098 61,205 1,789 14,115 2,404 74,705 11,393 35,434
8 NETWORKINGS(LAN) 45,614 - 45,614 38,755 - 4,578 - 43,333 2,281 6,859
9 ELECTRICAL INSTALLATION 68,500 26,700 19,000 76,200 20,845 5,036 - 3,983 21,898 54,302 47,655
10 TELEVISION 115,300 - 115,300 47,587 8,313 2,616 - 58,516 56,784 67,713
11 WEBSITE 55,500 - 15,500 40,000 36,654 - 6,168 2,822 40,000 - 18,846
12 EPBX 42,800 - - 42,800 36,532 - 4,128 - 40,660 2,140 6,268
13 WALK IN COOLER 213,000 - - 213,000 135,743 7,880 - - 143,623 69,377 77,257
14 FITNESS EQUIPMENT 590,000 - - 590,000 342,572 - 217,928 - 560,500 29,500 247,428
24,730,533 98,300 349,855 24,478,978 3,934,420 91,935 551,289 121,576 4,456,068 20,022,910 20,796,113
Total 24,730,533 98,300 349,855 24,478,978 3,934,420 91,935 551,289 121,576 4,456,068 20,022,910 20,796,113
(Previous Year) 26,160,108 68,000 1,497,575 24,730,533 4,048,359 415,235 - 529,174 3,934,420 20,796,113 22,111,749
ANNUAL REPORT 2014 -2015
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Notes Forming Integral Part of the Balance Sheet as at 31st March, 2015
Notes : 8 Deferred Tax Asset
As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Timing Difference of Depreciation on Assets 431,596 503,348
Total Differred Tax Asset 431,596 503,348
Being the Impact of difference between tax depreciation and Depreciation charged for the financial reporting
on Fixed Assets as per AS-22.
Notes : 9 Long Term Loans and Advances

As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
I) Capital Assets
a) Secured, Considered Good : - -
b) Unsecured, Considered Good : - -
c) Doubtful - -

II) Security Deposit


a) Secured, Considered Good :
Earnest Money Deposit - -
Other Deposit 225,340 468,192
b) Unsecured, Considered Good : -
c) Doubtful -

III) Loans & Advances to related parties


Unsecured, Considered good 1,251,845 2,484,338

IV) Advances recoverable in cash or kind


Unsecured Considered good 2,200,000 2,800,000

V) Other Loans & Advances 50,307,435 50,307,435


Total Long Term Loans and Advances 53,984,620 56,059,965
9(iii).Loans & Advances to related parties 31-Mar-2015 31-Mar-2014
(Amount in Rs.) (Amount in Rs.)
Due from Basix Infotech India Private Limited in which
Managing Director is a Director 1,251,845 1,193,085

Due from Hidnustan Overseas corporation in which Managing


Director is Propreitor - 1,291,253

9(v) The other Loans and Advances relates to the amount


received during the tenure of previous management,which
are subject to confirmation.

41
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Notes : 10 Trade Receivables
As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Outstanding for more than six months
a) Secured, Considered Good : - -
b) Unsecured, Considered Good : - -
c) Doubtful - -
2 Others
a) Secured, Considered Good : 3,208,451 12,472,573
b) Unsecured, Considered Good : - -
c) Doubtful - -
Total Trade Receivables 3,208,451 12,472,573

Notes : 11 Cash & Cash Equivalent


As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Cash-in-Hand
Cash Balance 982,303 1,133,857
Petty Cash Balance - -
Sub Total (A) 982,303 1,133,857
2 Bank Balance
With Axis Bank 976,526 532,433
With Axis Bank Bangalore Br. - 2,707
With HDFC Bank 22,839 12,839
Sub Total (B) 999,365 547,979
3 Cheques on Hand (C) - -
Total [ A + B + C ] 1,981,669 1,681,835

Notes :12 Short Term Loans and Advances


As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Loans & Advances to related parties
a) Secured, Considered Good :
Advance to Associate Concerns - 300,000
b) Unsecured, Considered Good : - -

c) Doubtful - -

2 Others - 1,377,351
Advance Recoverable in cash or in kind or for value to
be considered good
- -

Total Short Term Loans and Advances - 1,677,351

42
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Schedules Forming Part of the Profit & Loss Accounts as at 31st March, 2015
Notes : 13 Revenue from Operations
As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Sales- Imported materials 7,521,170 20,647,560
Sales Domestic Direct 13,026 652,521
Sales -Consignment - 1,237,628
Difference in Foreign Currency 41,160 -
Total Revenue from Operations 7,575,356 22,537,709
Notes : 14 Cost of Material Consumed
As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Purchases 13,059,218 17,193,539
Total Cost of Material Consumed 13,059,218 17,193,539
DETAILS OF PURCHASES
A Opening Stock 1,220,738 3,320,325
Purchases-Indigenious - 52,146
Sales Returns - Consignment& Domestic 6,892,563 -
Packing Materials - 756
Cylinder Charges - -
8,113,301 3,373,227
Less: Closing Stock - 1,220,738
A 8,113,301 2,152,489
B Purchases-Imports
Opening stock 518,004 5,559
Material-Erythroprieten 4,969,353 14,625,842
Customs Duty 261,103 753,966
Carriage Inwards 6,250 18,470
Handling & Demurrage 79,175 120,665
Service Charges 15,224 34,552
5,849,109 15,559,054
Less: Closing Stock 903,192 518,004
B 4,945,917 15,041,050
Total A+B 13,059,218 17,193,539

Notes : 15 Employment Benefit Expenses


As at As at
S.NO. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Salaries, Bonus, PF & ESIC 2,094,989 3,609,805
2 Directors Remuneration 300,000 600,000
3 Staff Medical Bags - 7,552
3 Staff Welfare 141,153 209,254
Total Employment Benefit Expenses 2,536,142 4,426,611
Remuneration paid to Managing Director Mr.J.V.R.Mohan Raju.

43
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Notes :16 Financial Cost
As at As at
S.No. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Bank Charges 52,076 42,904
2 Interest 260,771 234,572
Total Financial Cost 312,847 277,476
Notes : 17 Depreciation & Amortization Expenses
As at As at
S.No. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Depreciation 91,935 415,235
2 Preliminary Expenses W/O 1,753,525 1,753,525
Total Depreciation & Amortization Expenses 1,845,460 2,168,760
Notes:18 Other Administrative Expenses
As at As at
S.No. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Audit Fee 60,665 60,665
2 Office maintenance 80,608 30,999
3 Printing & stationery 163,731 79,619
4 Rent Rates & Taxes 495,325 668,816
5 Telephone, Postage & Telegrams 194,107 276,726
6 General Expenses 28,500 50,418
7 Director's sitting fee 40,000 40,000
8 Repairs & Maintenance 46,130 80,536
9 Vehicle Maintenance 273,756 417,960
10 Professional Charges 169,678 520,875
11 Bad Debts Written Off 531,919 39,722
12 Travelling & conveyance 814,581 973,852
13 Advertisement 43,000 42,600
14 Electricity Charges 55,525 61,023
15 Business Promotion 195,344 128,921
16 Donations - 22,201
17 M.R.Reporting Software - 76,937
18 Subscription 44,080 56,019
19 Difference in Foreign Exchange - 226,454
20 Expired Goods destroying charges 115,000 -
21 Loss on Sale of Assets 136,279 448,401
22 Vat 77,208 -
23 Testing charges 46,292 -
Total Other Administration Expenses 3,611,728 4,302,744
Notes :19 Selling Expenses
As at As at
S.No. Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
1 Carriage Outwards 151,373 183,324
2 Sales Commission 500,615 3,205,647
3 Conv.& other Allowances to M.R's & ABM's 38,620 703,669
Total Selling Expenses 690,608 4,092,640
44
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
Schedule: 20
Notes forming part of accounts
A) Significant Accounting Policies:
1). Basis of preparation of Financial Statements:
i. The accounts have been prepared to comply in all material aspects with applicable accounting prin-
ciples in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and
relevant provisions of the Companies Act, 2013
ii. Financial Statements are based on historical cost and are prepared on accrual basis
2). Fixed Assets
Fixed Assets are stated at original cost less accumulated depreciation. Cost includes invoice price and
wherever applicable freight, duties and taxes, related interest on specific borrowings upto the date of
acquisition /installation and expenses incidental to acquisition and installation but exclude recoveries.
3). Depreciation :
Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives
as specified in Schedule II, except in respect of certain assets as disclosed in Accounting Policy on
Depreciation, Amortisation and depletion. Accordingly the unamortised carrying value is being depreci-
ated / amortised over the revised / remaining useful lives. The written down value of Fixed Assets whose
lives have expired as at 1st April 2014 have been adjusted net of tax, in the opening balance Profit and
Loss Account amounting to Rs. 551,289/-.
4). Stock In Trade:
The Closing stock is valued at cost or net realisable value whichever is lower.
5). Revenue Recognition:
The income from activities is recognized as income on the date of sale. The Company Provides for all
expenses on accrual basis. Expenditure, the benefit of which accrues over a number of years are treated
as deferred revenue expenses and is written off equally over the number of years during which such
benefits accrued in installments over a period of ten years during which such benefits accrued to the
Company.
6). Miscellaneous Expenditure:
Pre Operative expenses are written off in equal installments over a period of five years.
7). Taxes on Income:
Tax expense comprises of both current and deferred tax at the applicable enacted / substantively en-
acted rates. Current tax represents the amount of income – tax payable / recoverable in respect of the
taxable income / loss for the reporting period. Deferred tax represents the effect of timing difference
between taxable income and accounting income for the reporting period that originate in one period and
capable of reversal in one or more subsequent periods.
8) Current liabilities include Rs. NIL payable to small scale and Ancillary industrial undertakings to the
extent such parties have been identified from the available documents.

45
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
9) Quantitative Details of purchases and sales during the year are as follows:
a) Imports
Injections Opening Stock Purchase Units Sales Units Sample Units Expired Units Closing Stock
2000IU 2039 22898 20710 15 18 4194
4000IU 2009 17168 16007 10 8 3152
6000IU 36 0 0 0 0 36
b) Domestic
Product Name Opening Receipts Issues Expired Closing
Stock Sales Returns Sales Samples Goods Stock
AROMYCIN 250MG 0 1497 0 0 1497 0
AROMYCIN 500MG 0 4930 0 0 4930 0
BYCLOX 0 1633 0 0 1633 0
CB TOUCH 4000 9156 4000 0 9156 0
CLEARFAST DROPS 0 3415 0 0 3415 0
EDINIL 10MG 14320 12448 14320 0 12448 0
EDINIL D 0 13403 0 0 13403 0
GESIC GEL 0 10803 0 0 10803 0
GESIC MR 1829 9649 1829 0 9649 0
KORYL 1626 9922 1626 0 9922 0
LIVOHIN 1000 8762 1000 0 8762 0
MAXION 19200 11226 19200 0 11226 0
OWAX 9924 4825 9924 0 4825 0
PANTOREST 0 7682 0 0 7682 0
PANTOREST D 0 6569 0 0 6569 0
PANTOUCH PLUS 140 5108 140 0 5108 0
SALFAST 19000 7256 19000 0 7256 0
VASORIN SYRUP 24592 26556 24592 0 26556 0
VERFORTE 16 12021 12143 12021 0 12143 0
VERFORTE 8 9623 10813 9623 0 10813 0
Physician Samples
LIVOHIN PS 0 0 0 0 0 0
MAXION PS 5000 0 0 5000 0 0
VERFORTE 8 PS 8500 0 0 8500 0 0
CLEARFAST DROPS PS 296 0 0 296 0 0
OWAX PS 300 0 0 300 0 0
KORYL PS 0 0 0 0 0 0
SALFAST PS 300 0 0 300 0 0
VASORIN SYRUP PS 3000 0 0 3000 0 0
Vide our report of even date
For VASG & ASSOCIATES For Hindustan Bio Sciences Limited
Chartered Accountants
FRN: 006070S

(A.Viswanatha Rao) J.V.R.Mohan Raju J.Uma


Partner Chairman & Managing Director Director
Member Ship No. 029597

Place : Hyderabad
Date : 29-05-2015
46
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015
As at As at
Particulars 31st Mar 2015 31st Mar 2014
Rs. Rs.
Profit before tax from continuing operations (14,480,647) (9,924,061)
Profit before tax from discontinuing operations 0 0
Profit before tax (14,480,647) (9,924,061)
Non-cash adjustment to reconcile profit before tax
to net cash flows
Depreciation/amortization on continuing operation 1,845,460 2,168,760
Loss on sale of fixed assets 136,279 448,401
Interest expense 260,771 234,572
Operating profit before working capital changes (12,238,137) (7,072,328)
Movements in working capital :
Increase/(decrease) in trade payables (2,614,172) (821,014)
Increase/(decrease) in short-term provisions (343,130) (819,722)
Increase/(decrease) in other current liabilities (1,374,700) 774,700
Decrease/(increase) in Trade receivables 9,264,122 2,347,486
Decrease/(increase) in inventories 835,550 1,587,142
Decrease/(increase) in long-term loans and advances 2,075,345 (1,810,618)
Decrease/(increase) in short-term loans and advances 1,677,351 1,235,413
Decrease/(increase) in other current assets - -
Cash generated from /(used in) operations (2,717,772) (4,578,940)
Direct taxes paid (net of refund) 0 0
Net cash flow from/(used in) operating activities (A) (2,717,772) (4,578,940)
Cash flows from investing activities
Purchase of fixed assets, including tangible assets, (98,300) (68,000)
Proceeds from sale of fixed assets 92,000 520,000
Interest received 0 0
Net cash flow from/(used in) Investing activities (B) (6,300) 452,000
Cash flows from financing activities
Proceeds from long-term borrowings 3,284,676 5,259,861
Interest paid (260,771) (234,572)
Net cash flow from/ (used in) financing activities (C) 3,023,905 5,025,289
Net increase/(decrease) in cash and cash equivalents(A+B+C) 299,833 898,348
Cash and cash equivalents at the beginning of the year 1,681,835 783,487
Cash and cash equivalents at the end of the year 1,981,669 1,681,835
For VASG & ASSOCIATES For Hindustan Bio Sciences Limited
Chartered Accountants
FRN: 006070S

(A.Viswanatha Rao) J.V.R.Mohan Raju J.Uma


Partner Chairman & Managing Director Director
Member Ship No. 029597

Place : Hyderabad
Date : 29-05-2015
47
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

Auditors Certificate
We have examined the above cash flow statement of Hindustan Bio Sciences Limited for the year ended
March 31st, 2015. The statement has been prepared by the company in accordance with the require-
ments of the listing agreement clause 32 with stock exchanges and is based on and is in agreement with
the corresponding Profit and Loss Account and Balance Sheet of the company covered by our report
date to the members of the Company.

For VASG & Associates


Chartered Accountants
FRN 006070S
Place: Hyderabad
Date : 29-05-2015
(A.Viswanatha Rao)
Partner
Member Ship No.029597

48
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015
HINDUSATAN BIO SCIENCES LIMITED
H.No. 8-2-269/S, Plot No.31, Sagar Society, Road No.2, Banjara Hills, HYDERABAD.

ATTENDANCE SLIP

1. Please fill this attendance slip and hand it over at the entrance of the meeting hall.
2. Only shareholders of the company or their proxies will be allowed to attend the meeting.
I hereby record my presence at the 23rd Annual General meeting of the shareholders of the Company, held on
Wednesday, the 30th day of September, 2015 at 10.00 A.M. at the H.No. 8-2-269/S, Plot No.31, Sagar Society,
Road No.2, Banjara Hills, Hyderabad – 500 034
Shareholder’s/Proxy’s signature. ……………………................................................................................……..
Shareholder’s/Proxy’s full Name……...................................................................................……………………..
( in Block Letters)
Folio No./ Client
ID…………...............................................................……………DPID………….....................………
No. of shares held……………………………………...................................................................................……..

----------------------------------------------------------------------------------------------------------------------------------

HINDUSATAN BIO SCIENCES LIMITED


H.No. 8-2-269/S, Plot No.31, Sagar Society, Road No.2, Banjara Hills, HYDERABAD.

PROXY

I/We ………………………………………………………………………………………

of…………………………………………………………………………………………………...being a member of
HINDUSTAN BIO SCIENCES LIMITED , hereby appoint …………………………..…………………………………of
………………………………. or failing him / her ……………………………………………as my / our proxy to vote
for me / us behalf at the 23rd Annual General Meeting of the share holders of the company, to be held on
Wednesday the 30th day of September, 2015 at 10.00 A.M. at the H.No. 8-2-269/S, Plot No.31, Sagar Society,
Road No.2, Banjara Hills, Hyderabad – 500 034

As witness signed this ……………….. day of ……………….,2015 Affix


Re 1
Signed by the said ………………………………………….....……… Revenue
Stamp
Folio No./ Client ID………………DPID…………………................. …

No. of shares held ………………………………….....………………

Note: The Proxy in order to be effective should be duly stamped, completed and signed and must be deposited
at the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid
meeting. The proxy need not be a member of the Company.

49
HINDUSTAN BIO SCIENCES LIMITED ANNUAL REPORT 2014 -2015

If undelivered please return to :


HINDUSTAN BIO SCIENCES LIMITED
H.No. 8-2-269/S, Plot No. 31,
Sagar Society, Road No.2,
Banjara Hills, Hyderabad - 500 034.

51
FORM-A
(Un-qualified audit report)

t. Name of the company: HINDUSTAN BIOSCIENCES LIMITED

2. Annual financial statements for the year 31't March 201-4


ended

3. Type of Audit observation Un-qualified

4. Frequency of observation No Previous Observations

ls. To be signed by

Chairman & Managing Director JVRMohanRaju

Auditor of the Company For VASG & Associates


Charted Accountants
Form Registration N

Membership No.029597

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