Report on Corporate Governance
1. Company's Philosophy:
Vivo Corporate Philosophy envisages complete transparency and adequate disclosure with an ultimate aim of value creation for all players i.e. stakeholders, creditors and employees. Vivo is committed to the adoption of best governance practices and its adherence in the true spirit at alltimes.
2. Board of Directors:
a) Composition and Category of Directors:
? The Company has 6 Directors Comprising of 2 Executive Directors and 4 Independent Non - Executive Directors which is in compliance with the Clause 49 of Listing Agreement.
? 6 Board Meetings were held during the Financial Year 2014-15 and the gap between two Meetings did not exceed four months. The dates on which the said meetings were held are as follows:
29th May, 2014, 12th August 2014, 29th August 2014, 12th November, 2014, 11th February, 2015 and 20th March 2015
? The necessary quorum was present for all meetings.
? During the year, information as mentioned in Annexure to clause 49 of the Listing Agreement has been placed before the board for its consideration.
? In accordance with clause 49, memberships/chairmanships of only the Audit Committee and shareholders/ investors grievance committees all Public Limited Companies (Excluding Vivo Bio Tech Ltd) have been considered.
? Apart from receiving sitting fee for attending meetings, the independent directors do not have any material pecuniary relationships or transactions with the company, promoters, directors, senior management or its holding company, subsidiaries and associates which may affect independence of the director;
? The Independent director is not related to promoters or persons occupying management positions at the board level or at one level below the board;
? The independent directors have not been executives of the company in the immediately preceding three financial years;
? They are not partners or executives or were not so during the preceding three years of the -statutory audit firm or the internal audit firm that is associated with the company -Legal Firm(s) and consulting firm(s) that have a material association with the company
? The Independent Directors are not material suppliers, service providers or customer or a lessors or lessees of the company, which may affect their independence
? They are not substantial shareholders of the company i.e. don't own 2 percent or more of the block of voting shares.
3. AUDIT COMMITTEE:
During the year under review Five (5) meetings were held for approval of Unaudited Financial Results and Audited results.
The Meetings of Audit Committee were also attended by the representatives of Statutory Auditor as Invitees. The Un-audited financial results for each quarter are recommended by the Audit Committee before passed on to the Board of Directors for approval and adoption.
Mr.Challapalli Varun Kumar is the Secretary of the Committee.
Terms and Reference of the Audit Committee include a review of
? Financial reporting process
? Draft financial statements and auditor's report (before submission to the Board)
? Accounting policies and practices
? Internal controls and internal audit systems
? Risk management policies and practices
? Internal audit reports and adequacy of internal audit function.
The role of the audit committee includes recommending the appointment and removal of the external auditor, discussion of the audit, plan and fixation of audit fee and also approval of payment of fees for any other services.
4. REMUNERATION COMMITTEE:
The terms of reference of the remuneration committee are as follows:
? The Remuneration committee recommends to the board, the compensation terms of the Executive Directors
? Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOPs, Pension Rights and any Compensation Payment.
? Considering approving and recommending to the board the changes in the designation and increase in salary of the executive directors
? Ensuring the remuneration policy is good enough to attract, retain and motivate directors.
? Bringing about objectivity in determining the remuneration package while striking a balance between the interest of our company and the shareholders.
5. INVESTORS' GRIEVANCE & SHARE TRANSFER COMMITTEE:
The Board constituted an investors' grievance committee which looks into shareholders and investors grievances under the Chairmanship of Sunder Kanaparthy who is an Independent and Non- Executive director. The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with the transfer of securities. The committee looks into shareholders complaints like transfer of shares, non receipt of balance sheet, non receipt of declared dividends etc. The committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services.
The Board of Directors has delegated the power of approving transfer of securities to M/s. Aarthi Consultants Private Limited.
Name & Designation of the Compliance officer:
Mr.Challapalli Varun Kumar, Company Secretary
The total No. of Complaints received and complied during the year were; Opening: 1 Complaints Received: 11 Complied-: 12 Pending: 0
The Complaints had been attended to within seven days from the date of receipt of the complaint, as communicated by our Registrars and Share Transfer Agents M/s. Aarthi Consultants Pvt. Ltd.
The Risk Management Committee (RM Committee) was constituted by the Board on November 12, 2014 adhering to the requirements of the Companies Act, 2013 and prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee's constitution meets with the requirements of Clause 49 of the Listing Agreement.
Role and Responsibilities of the Committee includes the following:
• Framing of Risk Management Plan and Policy
• Overseeing implementation of Risk Management Plan and Policy
• Monitoring of Risk Management Plan and Policy
• Validating the process of risk management
• Validating the procedure for Risk Minimisation
• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes
• Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed
• Performing such other functions as may be necessary or appropriate for the performance of its oversight Function
A. Disclosure on materially significant related party transactions i.e. transactions of the company of material nature with its promoters, the directors or the management's, their subsidiaries or relatives etc. that may have potential conflict with the interests of the company at large:
Details are given elsewhere in this report.
B. Details of non-compliance by the company, penalties, Strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: None
9. Means of Communications:
As per the listing requirements, the company published periodical financial results in Business Standard, Andhra Bhoomi, Financial Express and leading English and regional newspapers. The Company has also posted its Quarterly results, shareholding pattern, Code of Conduct etc on the website of the company at www.vivobio.com
10. General Shareholder information
a) AGM: Date, Time and Venue
a) AGM: Date, Time and Venue : 30th September, 2015 at 1:00 PM, at
Padmashali Kalyana Mandapam, 2-12-66,Nehru Nagar, West Maredpally, Secunderabad-500026. A.P.
b) Financial Year :
1st April to 31st March
Financial Reporting for :
Quarter ending June 30, 2015 : Before end of August,2015
Quarter ending September 30, 2015 : Before end of November,2015
Quarter ending December 31, 2015 : Before end of February, 2016
Quarter ending March 31, 2016 : Before end of May, 2016
c) Date of Book Closure :
23.09.2015 to 30.09.2015 (both days inclusive)
d) Listing on Stock Exchanges :
The Company’s Equity shares are listed on the
Bombay Stock Exchange (BSE)
e) Payment of Listing Fee :
The Company has paid the listing fees to the BSE for the financial year 2015-16
f) Stock Code :
Demat ISIN in NSDL and CDSL: INE380K01017
g) Registrar and Share transfer agents
Aarthi Consultants Pvt Ltd.
1-2-285, Domalguda, Hyderabad -500 029.
Ph: 27634445, 27638111 Fax: 27632184
h) Share Transfer System
The Share transfers are being effected physically by the Company's share transfer agents, M/s. Aarthi Consultants Pvt. Ltd, Hyderabad
i) Dematerialization of Shares and liquidity:
Since the Company has entered into an arrangement with both the depositories, namely NSDL and CSDL for dematerialization of its shares, the shareholders of the Company are free to dematerialize their shares and keep them in dematerialized form with any depository Participant. The Company shares are regularly traded on The Stock Exchange, Mumbai. 37.70% of the Company's share capital is dematerialized as on 31.03.2015.
j) Outstanding GDRs./ADRs./Warrants/Convertible instruments, Conversion date and likely Impact on equity:-
k) Address for Correspondence :
Vivo Bio Tech Limited, 608,lingapur complex, Himayatnagar, Hyderabad -500029
l) Non -Mandatory Requirements :
The Chairperson is entitled to reimbursement of expenses incurred in performance of his duties. The Company has already set up a Remuneration Committee.
BY ORDER OF THE BOARD
For Vivo Bio Tech Limited
M. Kalyan Ram
Whole Time Director
PLACE : HYDERABAD
DATE : 31.08.2015