VIVIMED LABS LIMITED

(Originally incorporated as M/s Emgi Pharmaceuticals & Chemicals Private

Limited on 22-09-1988 with Registrar of Companies of Karnataka, Bangalore
and subsequently converted into a Public Limited Company on April 21, 1994.
The name of the Company has been changed to Vivimed Labs Limited on 22-
04-1997).
Registered Office: Plot No.78-A, Kolhar Industrial Area,
Bidar - 585 403 (Karnataka).Tel &
Fax: +91-08482-232045
nd
Corporate Office: 2 Floor, Veerang Towers,
Habsiguda, Hyderabad – 500 006Tel.:
+91-040-2717 6005/ 6/ 7 Fax : +91-040-
27172242
e-mail : info@vivimedlabs.com Website: www.vivimedlabs.com

Public Issue of 25,00,000 Equity Shares of Rs. 10/- each issued for cash at a
premium of Rs. 60/- per share aggregating Rs. 1,750 Lakhs

LISTING
The Equity Shares are proposed to be listed on The National Stock Exchange of India
Ltd. (NSE), the Designated Stock Exchange and The Stock Exchange, Mumbai (BSE).
The in-principle approvals have been received from these Stock Exchanges for listing
of the Equity Shares vide their letter dated _________ and
__________ respectively.

LEAD MANAGER TO THE REGISTRAR TO THE

ISSUE ISSUE
Aarthi Consultants Pvt.
UTI Securities Ltd. Ltd.
1-2-285,

4th Floor, Merchant Chamber, Domalguda

41, Sir Vithaldas Thackersey Hyderabad – 500
Marg, 029
New Marine Lines, Mumbai – Tel: 91-40-27642217,
400 020. 27634445
Tel: 91-22- 5667 0673 / 5667 Fax:91-40-
0676 27632184
Fax: 91-22- 2203 Email:aarcons@hd2.dot.net
0165 .in
Email:
vivimed@utisel.com
Contact Person : Mr. Jinesh N Contact Person :.
Mehta Mr.Bhaskar

Management - Vivimed Labs

Name Designation
V Manohar Rao Chairman / Chair Person
Santosh Varalwar Managing Director
S Raghunandan Executive Director
R N Dhar Director
P V Rathnam Director
D Hanumantha Rao Director
Nixon Patel Independent Director

Subhash Varalwar Vice Chairman

Sandeep Varalwar Executive Director
R K Dhar Executive Director
M Bhagavantha Rao Director
Peesapati Venkateswarlu Director
Y Krishna Director

HISTORY OF THE COMPANY

Company History - Vivimed Labs
The Company was originally promoted by Mr. A. M. Rao and incorporated
as Emgi Pharmaceuticals & Chemicals Private Limited on September 22,
1988 with Registrar of Companies of Karnataka, Bangalore. On Mr.
Rao's accidental death the Company was put for a sale. In 1989 Mr. Santosh
Varalwar and Mr. Subhash Varalwar acquired Emgi Pharmaceuticals and
Chemicals Limited and commenced manufacturing of Bulk Drugs in 1991.
Both the present promoters are professionals with more than a decade
ofexperience in Chemicals and Pharmaceutical Industry. The Company was
converted into a Public Limited Company on April 4, 1994. The name
ofthe Company has been changed to Vivimed Labs Limited on April 22,

1997.
The name of the Company has been changed to incorporate present
Promoter's initials in the Company's name.

Major events In -the history of the Company is given below:

Year Event

1988 & * Incorporated on September 22, 1988

1989 * Death of original promoter Mr. A. M. Rao
* Acquired by Mr. Santosh Varalwar and Mr. Subhash Varalwar
1990 * Commenced production of Non-Steroidal Anti-Inflammatory
Drug (NSAID) - IBUPROFEN.
1994 * Diversification and Expansion of Product mix by adding
other APIs viz. Chlorzoxazone (Skeletal disorders),
Nalidixic Acid (Anti-diarrheas) and Flucanazole
(Anti-fungal).
1995 * Diversification into specialty chemicals by production of
Triclosan.
1996 * R&D was commenced with facilities having an integrated
instrumentation for organic synthesis, Microbiology and
pre-formulation studies.
1997 * Process Innovation of Anti-bacterial and clearance of
innovative route of synthesis for Triclosan.
* Grant of patent for VIV-20 (Triclosan) by the Indian
Patents Office.
1998- * Qualified for supply to Unilever's Asian locations after
99 Audit of manufacturing facility by a team of Unilever Plc.

* Triclosan customer base expanded to UK, France, Germany as

well as domestic market;

2002 * Approved by Unilever group Companies in Asian/Middle &

Far East Companies for usage of Enamel Protective Agent
manufactured by the Company in their oral careformulations.

* Developed Anti-fungal for usage in High-end cosmetic andpre-formulation blends.

* Vivimed emerges as a second chemical Company located outside USA/Europe to get the US EPA's
registration for Triclosan as 99% ingredient.

* Vivimed's Quality Management System gets ISO 9001:2000certification.

2003 * Signed Confidential Sale Agreement with HLL for R&D,
scaling up and commercialization of product coded as A123.

* Commencement of EMS Audit for ISO 14001 certification.

2004 * Introduced new products for anti-dandruff and skin care

application

* Triclosan production capacity increased from 225 MT p.a.

to 480 MT p.a.

* Developed novel synthetic process to manufacture a premium

Anti-oxidant and Anti-cancer molecule branded as VINTOX

2005 * The Company has received the State Award for Excellence in
Exports (SSI GOLD) from Karnataka State Government for
excellence in exports

* The Company has received 1 star export house status in

2005.

2009

- Vivimed Labs Ltd has informed BSE that Mr. Y Krishna has been
appointed as an Additional Director on the Board of the Company with
effect from June 30, 2009 in the Board Meeting of the Company held on
June 30, 2009.

2010

- Vivimed Labs Ltd has appointed Mr. Nixon Patel as an Additional

Director of the Company with effect from June 28, 2010.
Mr. Nixon Patel has been appointed as an Independent Director on the
Board.
ANALYSIS AND RECOMMENDATION

• With the help of the standard deviation we can understand the value of the changes
that the market price controls in the stock market which not only provides with the
good will and intangible value the company
• VVS Pharmaceuticals is engaged in the manufacture of pharmaceutical
formulations andproduces tablets, capsules, syrups and suspensions and
injectibles. VVS Pharmaceuticals primarily does job work for government
Companies. As against these activities,
• The Company’s sustained growth depends on its ability to attract and retain skilled
manpower as research and development is a key component of Company’s business
model. Failure on part of the Company to attract and retain skilled manpower could
adversely affect the Company’s growth strategy.
• The Company has retained its key personnel in the areas of production,
processimprovements and development of new products in the past. The Company
is in the process of recruiting requisite professionals for its expansion program.
• The Company imports certain raw materials. Since the cost of these raw materials is
denominated in US Dollars, any adverse fluctuations with respect to the exchange
rate of US Dollars for Indian Rupee is likely to affect Company’s input cost.
Therefore the Company is exposed to losses due to currency fluctuations.
• The Company has not provided for the following contingent liabilities as on
30.09.2004

Rs. 286.80
 Letter of credit lacs
4.14
 Bank guarantees Rs. lacs
Claims against the Company not acknowledged as Rs. 167.80
 debts lacs

• WTO compliance recognizes product patent and will thus require Indian
pharmaceutical Companies to adhere to product patents and not produce products
by merely changing the process of manufacture of an existing product.
MP: The products manufactured by the Company are already off patent and as such
they wouldnot be violating WTO requirements.

• Any change in regulatory environment in relation to manufacturing in the country

or for marketing its products within and outside the country will significantly
impact the business of the Company.
• MP: The Company keeps itself abreast of the various developments in relation to
the regulatoryenvironment and gears itself in order to comply with such regulatory
changes. Further, the Company is ISO 9001:2000 certified and has already obtained
US EPA registration

Nectar life
 LISTING
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the National Stock Exchange
and the Stock Exchange, Mumbai. We have received in-principle approval from the [ ] and the [ ] for the listing of the Equity
Shares pursuant to letters dated [ ] and [ ], respectively.

BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

ICICI SECURITIES LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED

ICICI Centre Karvy House, 46, Avenue 4,
H.T. Parekh Marg, Churchgate, Street no. 1, Banjara Hills,
Mumbai 400 020 Hyderabad 500 034.
Tel: (91 22) 2288 2460 Tel: (91 40) 2331 2454.
Fax: (91 22) 2282 6580 Fax: (91 40) 2331 1968.
E-mail: nectar_ipo@isecltd.com Email: nectar_ipo@karvy.com
Website: www.iseconline.com Website: www.karvy.com
ANALYSIS AND RECOMMENDATION
• Initial months of the year are showing higher standard deviation which show high
fluctuation in the prices
• Near the end of the financial year we can see that the prices are not fluctuating
comparatively.
• After the completion of the Issue, the Promoters will own approximately 65% of
our issued Equity Share Capital. So long as the Promoters own a majority of our
Equity Shares, they will be able to elect our entire board of directors and remove
any director, by way of a resolution approved by a simple majority of shareholders
in a general meeting.
• The Promoters will be able to control most matters affecting us, including the
appointment and removal of our officers; our business strategy and policies; any
determinations with respect to mergers, business combinations and acquisitions or
dispositions of assets; our dividend payout;
• Capital structure and financing. Further, the extent of the Promoters shareholding in
us may result in delay or prevention of a change of management or control of our
company, even if such a transaction may be beneficial to our other shareholders.
• Employee compensation in India has historically been significantly lower than
employee compensation in the United States and Western Europe for comparably
skilled professionals, which has been one of our competitive strengths. However,
compensation increases in India may erode some of this competitive advantage and
may negatively affect our profit margins.
• Employee compensation in India is increasing at a faster rate than in the United
States and Western Europe, which could result in increased costs relating to
scientists and engineers, managers and other mid-level professionals. We may need
to continue to increase the levels of our employee compensation to remain
competitive and manage attrition.
• Compensation increases may have a material adverse effect on our business, results
of operation and financial condition.
• The statutory corporate income tax rate inclusive of surcharge in India is currently
35.9%. The Finance Bill, 2005, proposes to reduce this to 33.06%, inclusive of
surcharge. We cannot assure you that the tax rate will not be increased in the future.
We currently take advantage of various income tax exemptions and deductions,
which are applicable to companies engaged in export and Research & Development
activities.
• Specifically, avail of benefits under Section 10B and Section 35(2AB) of the
Income Tax Act, 1961. For details, please refer to the section entitled “Statement of
Tax Benefits” on page 25 of this Draft Red Herring Prospectus. Accordingly, our
effective tax rates (provision for taxation/profit before tax, extraordinary items and
adjustments on a consolidated basis) for fiscal 2004 and first nine months of 2005
were 37.5 % and 14.4%, respectively. The loss or unavailability of these benefits
would likely increase our income tax obligations and have a material adverse effect
on our profits and cash flow.
• Entitled to certain other benefits and concessions in relation to customs duty from
 the Government of India and also to certain sales tax benefits from the State of
Punjab. The State of Punjab has exempted us from the payment of sales tax until
our sales tax liability exceeds Rs.319 million or August 8, 2011 whichever is
earlier.
• As of December 31, 2004, we had availed of sales tax liability aggregating to Rs.
198 million. For details of the sales exemption, please refer to the section entitled
“Statement of Tax Benefits” on page 25 of this Draft Red Herring Prospectus. Any
reduction in the availability or amount of these tax benefits could have a material
adverse effect on our profits and cash flow.
History

2006

-GVK to join hands for ultra mega projects

2007

- GVK Power & Infrastructure Ltd has appointed Mr. Sanjay Narayen
(IAS) as an Additional Director.

-GVK Power signs MoU with Govt of Tamil Nadu to set up SEZ

-GVK Power & Infrastructure Ltd has informed that Mumbai

International Airport Pvt Ltd an associate Company of GVK Power &
Infrastructure Ltd, has signed EPC Agreement on November 01, 2007
with L&T.

2008

-GVK Power & Infrastructure Ltd has informed that name of the
Company's wholly owned subsidiary i.e. GVK Energy Ltd has been
changed to GVK Oil & Gas Ltd.

-GVK Power & Infrastructure Ltd has appointed Mr. A Issac George,
Chief Financial Officer as Additional Director of the Company and
also subject to approval of the shareholders and the Central
Government, if any, as Director (Finance) for a period of 3 years
with effect from April 01, 2008.

- GVK Power & Infrastructure Ltd has purchased the full equity share
capital of GVK Energy Pvt Ltd and GVK Developmental Projects Pvt Ltd
on May 9. As a result, these two companies have become wholly owned
subsidiaries of the company.

- The Company has splits its face value from Rs10/- to Rs1/-.

2009

- GVK Power & Infrastructure Ltd has appointed Mr. Krishna Ram Bhupal
as an Alternate Director to Mr. Somanadri Bhupal at the Board Meeting
of the Company held on April 29, 2009.

-GVK Power - Acquisition of Shares in Bangalore International Airport

Ltd. (BIAL)

2010

- GVK Power and Infrastructure Ltd. has said that it has awarded Rs.
3,200 crore construction contract.

The project was for its 800 Mw of gas-based power project to a

consortium of South Korea's Hyundai Engineering and Larsen & Toubro
(L&T).

Management - GVK Power

Name Designation
G V Krishna Reddy Chairman and Managing director
A Issac George Director & CFO
Krishna Ram Bhupal Additional Director
A Ramakrishna Director
Abid Hussain Director
Sanjay Narayen Director
G Krishna Murthy Director

G V Sanjay Reddy Vice Chairman

G Indira Krishna Reddy Director
S Balasubramanian Additional Director
K N Shenoy Director
P Abraham Director
Pradip Baijal Director

ANALYSIS AND RECOMMENDATION

• Initial months of the year are showing higher standard deviation which show high
fluctuation in the prices
• Near the end of the financial year we can see that the prices are not fluctuating
comparatively.
• With the help of the standard deviation we can understand the value of the changes
that the market price controls in the stock market which not only provides with the
good will and intangible value the company.

• The Company’s sustained growth depends on its ability to attract and retain skilled
manpower as research and development is a key component of Company’s business
model. Failure on part of the Company to attract and retain skilled manpower could
adversely affect the Company’s growth strategy.
• The Company has retained its key personnel in the areas of production,
processimprovements and development of new products in the past. The Company
is in the process of recruiting requisite professionals for its expansion program.
• The Company imports certain raw materials. Since the cost of these raw materials is
denominated in US Dollars, any adverse fluctuations with respect to the exchange
rate of US Dollars for Indian Rupee is likely to affect Company’s input cost.
Therefore the Company is exposed to losses due to currency fluctuations.
ANALYSIS AND RECOMMENDATION

• Polaris Software Lab jumped 11.92 per cent to Rs 103.30 on the BSE after
the company scheduled a board meet on 23 April 2008 to consider a buy-
back of equity shares.

• Polaris Software Lab delivers customized software solutions and products

in the domain of banking, financial services and insurance (BFSI).

• The stock hit an intra-day high of Rs 104.85 and a low of Rs 92.25. On the
BSE, 16,13,690 shares were traded as against the two-week average of
4,69,064 shares. The stock increased 39 per cent in the last one month.
• Intellect Treasury Management Platform is an integrated solution for front office,
middle-office and back-office treasury operations. It provides functionality for
end-to-end automation of treasury functions, from deal capture to accounting and
final settlement. It supports a wide variety of point solutions in Treasury space,
including:
• Foreign Exchange (FX)
• Money Market (MM) and Derivatives
• Fixed Income Securities (FIS)
• Repo
• Treasury Management Platform can be used for treasury operations in banks,
financial institutions and corporate houses. It also facilitates the centralizing
/aggregating of exposure from 'sub-treasuries' to a group treasury. It also supports
centralized and de-centralized treasury environments.
• Initial months of the year are showing higher standard deviation which show high
fluctuation in the prices
• Near the end of the financial year we can see that the prices are not fluctuating
comparatively.
• After the completion of the Issue, the Promoters will own approximately 65% of
our issued Equity Share Capital. So long as the Promoters own a majority of our
Equity Shares, they will be able to elect our entire board of directors and remove
any director, by way of a resolution approved by a simple majority of shareholders
in a general meeting.
• The Promoters will be able to control most matters affecting us, including the
appointment and removal of our officers; our business strategy and policies; any
determinations with respect to mergers, business combinations and acquisitions or
dispositions of assets; our dividend payout;
 ABREVIATIONS

Term Description
Equity shares of our Company of Rs. 10 each unless otherwise
Equity Shares specified in
the context thereof.
Account opened with an Escrow Collection Bank(s) and in
Escrow Account whose favour
the Bidder will issue cheques or drafts in respect of the Bid
Amount.
Agreement entered into amongst the Company, the Registrar,
Escrow Agreement the Escrow
Collection Bank(s) and the BRLM for collection of the Bid
Amounts and
for remitting refunds, if any, of the amounts collected, to the
Bidders.
Escrow Collection The banks, which are clearing members and registered
Bank(s) with SEBI as
Banker(s) to the Issue, at which the Escrow Account will be
opened.
The Bidder whose name appears first in the Bid cum
First Bidder Application Form or
Revision Form.
The lower end of the Price Band, below which the Issue Price
Floor Price will not be
finalised and below which no Bids will be accepted.
IBSL ICICI Brokerage Services Limited.
IDBI Industrial Development Bank of India.
IPO Initial Public Offering.
I-Sec ICICI Securities Limited.
Public issue of 38,70,000 Equity Shares at the Issue Price
Issue pursuant to the
Red Herring Prospectus and the Prospectus.
Account opened with the Banker(s) to the Issue to receive
Issue Account monies from the
Escrow Accounts for the Issue on the Designated Date.
The final price at which Equity Shares will be allotted in
Issue Price terms of the
Prospectus, as determined by the Company in consultation with
the BRLM,
on the Pricing Date.
The amount paid by the Bidder at the time of submission of
Margin Amount his/her Bid,
which may range between 0% to 100% of the Bid Amount.
Non-Institutional All Bidders that are not QIBs or Retail Individual Bidders and
Bidders who have
Bid for Equity Shares for an amount more than Rs. 50,000.
Non-Institutional The portion of the Issue being 9,67,500 Equity Shares of
Portion Rs. 10 each
available for allocation to Non Institutional Bidders.
PNB Punjab National Bank.
(i) With respect to Bidders whose Margin Amount is 100%
Pay-in-Period of the Bid
Amount, the period commencing on the Bid Opening Date and
extending
until the Bid Closing Date, and (ii) with respect to Bidders
whose Margin
 Amount is less than 100% of the Bid Amount, the period
commencing on
the Bid Opening Date and extending up to the date specified in
the CAN.
The price band with a minimum price (Floor Price) of Rs.
Price Band [•] and the
maximum price (Cap Price) of Rs. [•], including any revisions
thereof.
The date on which the Company in consultation with the
Pricing Date BRLM finalizes
the Issue Price.
Unless the context otherwise requires, refers to those
Promoter Group companies mentioned
in the section titled “Promoter Group” on page 100 of
Companies this Draft Red
Herring Prospectus.
Promote
rs Mr. Sanjiv Goyal and Mrs. Raman Goyal.
The Prospectus, filed with the RoC containing, inter alia,
Prospectus the Issue Price
that is determined at the end of the Book Building Process, the
size of the
Issue and certain other information.
The portion of the Issue to public and up to 1,935,000 Equity
QIB Portion Shares of Rs.
10 each at the Issue Price, available for allocation to QIBs.
Qualifie Public financial institutions as defined in Section 4A of the
d Institutional Companies Act,
FIIs, scheduled commercial banks, mutual funds registered
Buyers or QIBs with SEBI,
venture capital funds registered with SEBI, foreign
venture capital
investors registered with SEBI, state industrial development
corporations,
insurance companies registered with the Insurance
Regulatory and
Development Authority, provident funds with a minimum
corpus of Rs.
250 million, pension funds with a minimum corpus of Rs. 250
million, and
multilateral and bilateral development financial institutions.
Registra /Registrar to Registrar to the Issue, in this case being Karvy
r the Computershare Private
Issue Limited.

ii
 Term Description
Retail Individual Individual Bidders (including HUFs) who have Bid for Equity
Bidders Shares for
an amount less than or equal to Rs. 50,000, in any of the
bidding options in
the Issue.
The portion of the Net Issue to the public and being a minimum
Retail Portion of 9,67,500
Equity Shares of Rs. 10 each available for allocation to Retail
Individual
Bidder(s).
The form used by the Bidders to modify the quantity of Equity
Revision Form Shares or
the Bid Price in any of their Bid cum Application Forms or any
previous
Revision Form(s).
Herrin Means the document issued in accordance with the SEBI
RHP or Red g Guidelines, which
Prospectu does not have complete particulars on the price at which the
s Equity Shares
are offered and the size of the Issue. The Red Herring
Prospectus which
will be filed with the RoC at least 3 days before the Bid
Opening Date and
will become a Prospectus after filing with the RoC after
pricing and
allocation.
SBI State Bank of India.
SCR
R Securities Contracts (Regulation) Rules, 1957, as amended.
Stock
Exchanges BSE and NSE.
Syndicate The BRLM and the Syndicate Member.
The agreement to be entered into between the Company and the
Syndicate Agreement Syndicate,
in relation to the collection of Bids in this Issue.
Syndicate
Member ICICI Brokerage Services Limited.
The slip or document issued by the Syndicate Members to the
TRS or Transaction Bidder as
Registration
Slip proof of registration of the Bid.
Underwriters The BRLM and the Syndicate Member.
Underwriting The agreement among the members of the Syndicate and the
Agreement Company to
be entered into on or after the Pricing Date.