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Vivimed Labs Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 125.37 Cr. P/BV -1.71 Book Value (Rs.) -8.82
52 Week High/Low (Rs.) 29/15 FV/ML 2/1 P/E(X) 0.00
Bookclosure 03/01/2025 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2024-03 

Your Directors have pleasure in presenting the 36th Annual Report of your Company for the financial year ended 31st March, 2024.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2024 is summarized below: (C in million)

Standalone

Consolidated

Year ended

Year ended

Year ended

Year ended

31.03.2024

31.03.2023

31.03.2024

31.03.2023

Gross Income

1463.69

1770.65

1590.47

1880.68

Earnings Before Interest, Tax,
Depreciation and Amortization (EBITDA)

(240.68)

(1879.36)

(234.51)

(1863.43)

Finance Charges

19.04

352.80

24.32

359.03

Depreciation/Amortization

184.10

1069.10

199.41

1084.07

Net Profit Before Tax

(443.82)

(3301.28)

(458.24)

(3306.53)

Provision for Tax

-

(21.17)

(3.77)

(21.17)

Net Profit After Tax carried to Balance Sheet

(443.82)

(3280.11)

(454.46)

(3285.36)

OVERVIEW OF COMPANY'S FINANCIAL PERFOMANCE

On a consolidated basis for FY2024, your Company reported total
revenue of C1590.47 million as against C1880.68 million. EBITDA for
FY2024 was C(234.51) million compared to C(1863.43) million in the
previous year. Net profit after tax for the group for the current year is
C(454.46) million as against C(3285.36) million in the previous year.

Total revenue for FY2024 from operations on standalone basis is
C1463.69 million as against C1770.65 million in the previous year.
FY2024 EBITDA was C(240.68) million compared to C(1879.36) million in
the previous year. The Profit after Tax for the current year is C(443.82)
million as against C(3280.11) million in the previous year.

OUTLOOK:

Business prospects may remain positive because of the growing global
demand for generics and opportunities provided by the expiry of
patents in developed markets.

MANAGEMENT DISCUSSION & ANALYSIS:

Various business aspects including market conditions, business
opportunities, challenges etc. have been discussed at length in the
Management Discussion and Analysis (MD&A), which forms part of this
Annual Report.

DIVIDEND

Due to loses, the board of directors of the company have not recommend
any dividend for the year FY2024.

TRANSFER TO RESERVES:

Due to loses your Company propose to transfer loses to Reserves.

SHARE CAPITAL

The Authorised Share Capital of the Company is C111,00,00,000/-
(Rupees One Hundred Eleven Crores only) comprising 20,00,00,000
(Twenty crores) Equity Shares of C2/- (Rupees Two Only) each, and
71,00,00 (Seven Lakh Ten Thousand only) Preference Shares of the
Company with a par value of C1,000/- (Rupees One Thousand only) each.
The paid-up share capital of the Company is C16,58,27,830/- (Rupees
Sixteen Crores Fifty Eight lakhs Twenty seven thousand Eight hundred
and thirty only) comprising 8,29,13,915 (Eight crores Twenty nine lakhs
thirteen thousand nine hundred and fifteen only) Equity Shares of C2/-
(Rupees Two Only) each.

TRANSFER TO THE INVESTOR EDUCATION &
PROTECTION FUND (IEPF):

During the year there are no transfer required to the IEPF.

SUBSIDIARIES / ASSOCIATE COMPANIES

The statement containing the salient features of the Financial Statements
of the Company's subsidiaries/ associate companies is given in
Form AOC-1, provided in Notes to the Consolidated Financial Statements,
forming part of the Annual Report.

The highlights of performance of subsidiaries and associate companies
and their contribution to the overall performance of the Company
during the financial year is given under '
Annexure 1' to the Consolidated
Financial Statements forming part of the Annual Report.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

There is no change in the nature of the business of the Company or any of
its subsidiaries or associates, during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY:

There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial
year and date of this report. There has been no change in the nature of
business of the Company. The lead banker of the Company (SBI) has filed
petition against the Company for recovery of their dues in DRT & NCLT.
The Company is negotiating one time settlement/ restructuring of loans
with the bankers.

FIXED DEPOSITS:

The Company did not accept any fixed deposits.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Sandeep Varalwar [DIN:01682951] (executive Director) of the
Company, retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment, the Board of Directors on
the recommendation of the Nomination and Remuneration Committee,
has decided to re-appoint Mr. Sandeep Varalwar, (executive Director) of
the Company.

Ms. Aparna Bidarkar and Dr. Jamalapuram Harigopal, (demised on
19.11.2024) are the Independent Directors of your Company in
accordance with the provisions of the Companies Act, 2013 and SEBI
(LODR) 2015 (including any statutory modification(s) or reenactment(s)
for the time being in force).

Mr.Subhash Varalwar, Non- executive Director of the company resigned
on 11.12.2024 due to ill health

To broad base the Board and in compliance with Companies Act 2013
& Listing agreements with stock exchanges, the Board of Directors
have appointed Ms.Subbarathnamma Palepu & Mr.Jarugula Siva Prasad
as an Additional Directors on the Board. Resolutions pertaining to the

appointment Ms.Subbarathnamma Palepu & Mr.Jarugula Siva Prasad
as an Independent directors is contained in the notice calling Annual
General Meeting.

During the year under review, Mr.Ramakanta Tripathy (CFO) of the
Company resigned on 23.02.2024 due to personnel reasons.

Mr.Santosh Varalwar, Managing Director, Dr.Manohar rao Varalwar, Whole
Time Director, Mr.Sandeep Varalwar, Whole Time Director, Mr.Ramakanta
Tripathy, CFO (resigned on 23.02.2024) and Mr.K.Yugandhar, Company
Secretary, are the Key Managerial Personnel of your Company in
accordance with the provisions of Sections 2(51), 203 of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modification(s)
or reenactment(s) for the time being in force).

Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of the Companies Act, 2013 read with
the Schedules and Rules issued thereunder as well as Regulation 16(1)
(b) of Listing Regulations (including any statutory modification(s) or re¬
enactments) for the time being in force).In the opinion of the Board, the
Independent Directors of the Company fulfil the conditions specified in
the Act and Listing Regulations and are independent of the management.

The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the non-executive
directors and executive directors.

The Board of Directors has complete access to the information within
the Company. Independent Directors have the freedom to interact
with the Company's management. Interactions happen during Board /
Committee meetings, when CXOs are asked to make presentations about
performance of the Company to the Board. Apart from this, they also
have independent interactions with the Statutory Auditors, the Internal
Auditors and external advisors appointed from time to time. Further,
they meet without the presence of any management personnel and their
meetings are conducted informally to enable the Independent Directors
to discuss matters pertaining to the Company's affairs and put forth their
combined views to the Board of Directors of the Company.

BOARD EVALUATION:

The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual
Directors which include criteria for performance evaluation of the Non¬
Executive Directors and Executive Directors. Pursuant to the provisions
of the Companies Act, 2013 read with the Rules issued there under and
the Listing Regulations (including any statutory modification(s) or re¬
enactments) for the time being in force), the process for annual evaluation

of the performance of the Board, its Committees and individual Directors
was carried out in accordance with the policies in force.

DECLARATION FROM INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration of
independence stating that they meet the criteria of independence as
prescribed in sub-section (6) of Section 149 of the Companies Act, 2013
as well as under Regulation 16(1) (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

DIVIDEND DISTRIBUTION POLICY:

The web link of the Dividend Distribution Policy has been provided below
for the perusal of the shareholders.
https://www.vivimedlabs.com/other-data/

BOARD MEETINGS:

The Board and Committee meetings are pre-scheduled and a tentative
calendar of the meetings shall be finalized in consultation with the
Directors to facilitate them to plan their schedule. However, in case of
urgent business needs, approval is taken by passing resolutions through
circulation.

During the year under review, five (5) board meetings were held. The
details of the meetings including the composition of various committees
are provided in the Report on Corporate Governance.

PERFORMANCE EVALUATION:

The formal annual evaluation of the performance of the Board as well
as non-independent directors was undertaken by the Nomination and
Remuneration Committee. The performance of Board Committees and of
individual independent directors was undertaken by the Board members.
The manner of the evaluation of the Board and other Committees has
been determined by the Nomination and Remuneration Committee as
per SEBI circular dated January 5, 2017

RISK MANAGEMENT:

Your Company had formulated a risk management policy for dealing
with different kinds of risks that it faces in the day-to-day operations
of the Company. Risk Management Policy of the company outlines
different kinds of risks and risk mitigating measures to be adopted by
the Board. The Company has adequate internal financial control systems
and procedures to mitigate the risk. The risk management procedure is
reviewed by the Risk Management Committee and Board of Directors on
a regular basis at the time of review of quarterly financial results of the
Company. Further, your Company had constituted a Risk Management
Committee which lays down various risk mitigating practices that your
Company is required to implement in the Company.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for the financial
year FY2024 are prepared in compliance with applicable provisions of the
Companies Act, 2013 read with the Rules issued thereunder, applicable
Accounting Standards and the provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred to
as the "Listing Regulations").The consolidated financial statements have
been prepared on the basis of audited/ unaudited financial statements of
your Company, its subsidiaries and associate companies, as approved by
the respective Board of Directors.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act,
2013, with respect to the Director's Responsibility Statement, the Board
of Directors of the Company hereby confirm that:

a) in the preparation of the annual accounts for the year ended
March 31, 2024, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2024 and of the profit / loss
of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern'
basis for the financial year ended March 31,2024;

e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls
are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION:

The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters are adopted as per the
provisions of the Companies Act, 2013. The remuneration paid to the
Directors is as per the terms laid out in the nomination and remuneration
policy of the Company.

DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (including any statutory
modification(s) or re-enactment(s) for the time being in force).The salient
aspects covered in the Nomination and Remuneration Policy have been
outlined in the Corporate Governance Report which forms part of this
report.

The Managing Director/ other whole time Directors of your Company
does not receive remuneration from any of the subsidiaries of your
Company.

The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/ employees of your
Company is set out in
Annexure-2 to this report and is also available on
the website of your Company (www.vivimedlabs.com).

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has put in place a Familiarisation Programme for the
Independent Directors to familiarise them with the Company, their roles,
rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model etc. The details of the Familiarisation
Programme conducted are available on the website of the Company
www.vivimedlabs.com.

HUMAN RESOURCES:

The management believes that the competent and committed human
resources are vitally important to attain success in the organization.
In line with this philosophy, utmost care is being exercised to attract
quality resources and suitable training is imparted on various skill-sets
and behavior. Annual sports and games were conducted across the

organization to enhance the competitive spirit and encourage bonding
teamwork among the employees.

LOANS, GUARANTEES & INVESTMENTS

Details of loans, guarantees and investments under the provisions
of Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024,
are set out in the Standalone Financial Statements forming part of
this report.

INTERNAL FINANCIAL CONTROLS RELATED TO
FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with
reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with
the Accounting Standards prescribed in the Companies (Accounting
Standards) Rules, 2006 that continue to apply under Section 133 and
other applicable provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance
with generally accepted accounting principles in India. Changes in
policies, if any, are approved by the Audit Committee in consultation with
the Statutory Auditors.

The policies to ensure uniform accounting treatment are prescribed
to the subsidiaries of your Company. The accounts of the subsidiary
companies are audited and certified by their respective Statutory
Auditors for consolidation.

Your Company operates in SAP, an ERP system, and has many of
its accounting records stored in an electronic form and backed up
periodically. The ERP system is configured to ensure that all transactions
are integrated seamlessly with the underlying books of account. Your
Company has automated processes to ensure accurate and timely
updation of various master data in the underlying ERP system.

Your Company has a robust financial closure self-certification mechanism
wherein the line managers certify adherence to various accounting
policies, accounting hygiene and accuracy of provisions and other
estimates.

Your Company operates a shared service center which handles all
payments made by your Company. This center ensures adherence to all
policies laid down by the management.

Your Company in preparing its financial statements makes judgments
and estimates based on sound policies and uses external agencies
to verify/ validate them as and when appropriate. The basis of such
judgments and estimates are also approved by the Statutory Auditors
and Audit Committee.

The Management periodically reviews the financial performance of your
Company against the approved plans across various parameters and
takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees
along with a Whistle Blower Policy which requires employees to update
accounting information accurately and in a timely manner. Any non¬
compliance noticed is to be reported and actioned upon in line with the
Whistle Blower Policy.

Your Company gets its Standalone accounts limited review every quarter
by its Statutory Auditors.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s) for the time
being in force).

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements
set out by Securities and Exchange Board of India (SEBI). The report on
Corporate Governance as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms an integral part
of this Report. The requisite certificate from the Secretarial Auditors of
the Company confirming compliance with the conditions of corporate
governance is attached to the report on Corporate Governance.

EMPLOYEES' STOCK OPTION SCHEMES

The Company has granted 25,00,000 options to eligible employees
under the Vivimed Labs ESOP 2017 at C35/- per option (exercise price) in
FY2019. The shares covered by such options are 25,00,000 equity shares
of C2/- each(face value).

Pursuant to regulation 13 of Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014, certificate from
N.V.S.S.S Rao, PCS is given as
Annexure-3 to the Board's report.

Disclosure with respect to the Employees' Stock Option Scheme in
compliance with Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 is available on the Company's
website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or
courts or tribunals which impact the going concern status and Company's
operations in future.

INSURANCE:

All properties and insurable interests of the Company including buildings,
plant and machinery and stocks have been fully insured.

AUDITORS AND AUDITORS' REPORT

AUDITORS

(i) Statutory Auditor

During the year under review, M/s.PCN & Associates., Hyderabad,
Chartered Accountants, (Registration No. 016016S), were re¬
appointed as Statutory Auditors in 35thAnnual General Meeting till
the conclusion of the 39thAnnual General Meeting of the Company.
However, the respective firm has resigned with effect from May
18, 2024 from the aforementioned position Pursuant to the Order
Issued by NFRA Dated 26.04.2024, Order No.014/2024, In the matter
of M/s PCN & Associates, and CA Gopala Krishna Kandula under
Section 132(4) of the Companies Act, 2013.

Pursuant to the provisions of Section 139(8), 141 and 142 of the
Act and the Companies (Audit and Auditors) Rules, 2014, M/s.SVRL
& Co., Chartered Accountant (FRN:016182S), were appointed as
Statutory Auditors of the Company at the Extra Ordinary General
Meeting held on August 14, 2024 to fill the casual vacancy caused
by the resignation of the existing Statutory Auditor i.e.,M/s.PCN &
Associates., to undertake the Statutory Audit of the Company for the
financial year 2023-24, who shall hold the office till the conclusion
of the 36th Annual General Meeting of the Company.

Based on the recommendation of the Audit Committee, the
Board has recommended the re-appointment of M/s. SVRL & Co.,
Chartered Accountants, as Statutory Auditors of the Company, for a
second term of five (5) consecutive years from the conclusion of 36th
AGM till the conclusion of 41st AGM of the Company, subject to the
approval of the Members in the ensuing AGM (for conducting audit
from FY2025 to FY2029).

They have confirmed their eligibility and qualification required
under the Act for holding the office, as Statutory Auditors of the
Company.

The Auditor's Report for the financial year ended March 31, 2024,
has been issued with modified opinion, by the Statutory Auditors.

During the year under review, there were audit qualifications on
your Company's financial statements Management clarifications
attached as
Annexure -9.

(ii) Cost Auditors:

In accordance with Section 148 of the Companies Act, 2013 read
with Companies (Audit & Auditors') Rules, 2014 and the Companies
(Cost Records and Audit) Amendments Rules, 2014, the Company

maintains the cost records in respect of its business.

Your Board has appointed M/s. J K & Co, Cost Accountants, (Firm
Registration No. 004010), as the Cost Auditors of the Company for
the Financial Year 2024-25. As required by the Act, the remuneration
of the Cost Auditors has to be ratified by the Members and
accordingly the resolution relating to the Cost Auditors is being
placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed
Mr.N.V.S.S.Suryanarayana Rao, Practicing Company Secretary
(Certificate of Practice No.2886), to undertake the Secretarial Audit
of the Company for the financial year 2023-24. The Secretarial
Audit Report issued in Form MR-3 is in
Annexure -4 to this Report.
There are no qualifications, reservations or adverse remarks in the
Secretarial Audit Report.

AUDITORS'QUALIFICATIONS/RESERVATIONS/ADVERSE
REMARKS/FRAUDS REPORTED:

There are Auditors' Qualifications or reservations or adverse remarks on
the financial statements of the Company. The Auditors have not reported
any frauds to the Audit Committee as prescribed under Sec. 143(12) of
the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS/ REGULATORS:

There are no significant and material orders passed by the Courts or
Regulators against the Company.

DISCLOSURES:

Meetings of the Board

Five meetings of the Board of Directors were held during the year. The
particulars of meetings held and attended by each Director are detailed
in the Corporate Governance Report, which forms part of this Report.

Audit Committee

The Audit Committee comprises majority of Independent Directors
namely Ms.Aparna Bidarkar, Mr.Sandeep Varalwar and Dr.Harigopal
Jamalapuram as members. During the year all the recommendations
made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has a Vigil mechanism and a Whistle - blower policy in
accordance with provisions of the Act and Listing Regulations, under
which the employees are free to report violations of applicable laws

and regulations and the Code of Conduct. Protected disclosures can be
made by a whistle blower through a dedicated e-mail, or a letter to the
Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company's website at: www.vivimedlabs.com

Code of Conduct

A declaration regarding compliance with the code of conduct signed
by the Company's Managing Director is published in the Corporate
Governance Report which forms part of the annual report.

Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
the Act, are provided in
Annexure -5 to the Board's Report.

Extract of Annual Return

The Extract of Annual Return as per the provisions of Section 92 of the
Companies Act, 2013 and Rule 12 of Companies (Management and
Administration) Rules, 2014 in Form MGT-9 is annexed as
Annexure -6
to this report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended thereof, a statement
showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules forms part
of this Report.

Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
also forms part of this Report.

Maintenance of Cost Records specified by the Central Government
under Section 148 of the Companies Act, 2013

The Company has complied with the provisions relating to maintenance
of Cost Records as specified by the Central Government under Section
148 of the Companies Act, 2013 during the year under review.

Policy on Sexual Harassment and Constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company has a Policy on "Prevention of Sexual Harassment of Women
at Workplace" for the matters connected therewith or incidental thereto
covering all the aspects as contained under the "The Sexual Harassment

of Women at Workplace (Prohibition, Prevention and Redressal) Act,
2013" and constituted an Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review, the Company has not received any
complaints pertaining to Sexual Harassment.

The Company regularly conducts awareness programs for its employees.
General

Your Directors state that no disclosure or reporting is required in respect
of the following matters as there were no transactions on these items
during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting
or otherwise.

• Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and except Employee Stock
Option Scheme referred to in this Report.

• The Company does not have any scheme of provision of money for
the purchase of its own shares by employees or by trustees for the
benefit of employees.

• No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and
Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee
or the Board.

RELATED PARTY TRANSACTIONS:

In accordance with Sec 134(h) of the Companies Act, 2013 and Rule
8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts
or arrangements entered into by the Company with the Related
Parties referred to in Sec.188(1) of the Act, have been provided in
Form AOC-2 and attached the same as Annexure-7. The details of
related party disclosures as stated in the notes to the financial statements
forms part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 and Schedule VII of the
Companies Act, 2013, CSR Committee of the Board of Directors had
framed the policy on Corporate Social Responsibility and the Projects
and Programs undertaken by the Company during the year under review
have been provided in
Annexure - 8 and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, employees and business
partners, Company's bankers, medical professionals and business
associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith
that they continue to repose in the Company.

For and on behalf of the Board for Vivimed Labs Limited

Sd/- Sd/

Santosh Varalwar Manohar Rao Varalwar

Place: Hyderabad Managing Director Whole time Director

Date: 11.12.2024 DIN : 00054763 DIN : 00059815


 
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