Mar 31, 2025
Your Directors have pleasure in presenting herewith the 9th Annual Report on the business of the Company together with the
Audited Financial Statements for the financial year ended March 31,2025.
Vanta Bioscience Limited (VBS) is a preclinical contract research organization, offering a host of preclinical safety assessment
services for clientele from Pharmaceutical, Medical Devices, Nutraceuticals, Feed Additive, Biotech, Agrochemicals, Cosmetics,
and Chemical industries. In addition, we also provide risk assessment services for evaluating the safety of the Active
Pharmaceutical Ingredients (API), excipients, extractable and leachables including pharmaceutical impurities resulting due to
manufacturing process or due to degradation of the product. VBS also provides expert services for determination of health-based
exposure limits (e.g. permitted daily exposure (PDE) or allowable daily exposure (ADE) including occupational exposure limits
(OEL) for pharmaceutical manufacturers.
The performance during the period ended March 31,2025 has been as under:
(Rs. in Thousands except otherwise stated)
|
Particulars |
STANDALONE BASIS |
CONSOLIDATED BASIS |
||
|
Financial year ended |
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
|
Revenue from Operations |
11,274.22 |
85,579.11 |
19,635.52 |
97,228.54 |
|
Add: Other Income |
391.75 |
476.67 |
1,107.91 |
1,063.6 |
|
Total Income |
11,665.97 |
86,055.78 |
20,743.43 |
98,292.14 |
|
Less: Total Expenses |
38,856.54 |
85,638.84 |
1,47,032.31 |
1,86,557.66 |
|
Profit /(Loss) Before Tax (PBT) |
(27,190.57) |
416.94 |
(1,26,288.89) |
(88,265.52) |
|
Less: Tax expenses |
- |
65.04 |
- |
65.04 |
|
MAT Credit Availed |
- |
65.04 |
- |
65.04 |
|
Deferred Tax |
(596.49) |
(93.58) |
6,610.32 |
(2,201.79) |
|
Profit /(Loss) after Tax (PAT) |
(26,594.08) |
510.52 |
(1,32,899.21) |
(86,063.73) |
|
Less: Minority Interest |
- |
- |
(85,150.44) |
(62,904.90) |
|
Profit /(Loss) for the Year |
(26,594.08) |
510.52 |
(47,748.77) |
(23,158.83) |
|
Earnings Per Share (in Rs.) |
(4.21) |
0.08 |
(7.56) |
(3.67) |
The total revenue of the Company for the Financial Year ended March 31,2025, was Rs. 11,665.97 thousand on a standalone
basis as compared to Rs. 86,055.78 thousand in the previous year. On a consolidated basis, the total revenue was Rs. 20,743.43
thousand as compared to Rs. 98,292.14 thousand in the previous year.
During this financial year, the Company has incurred a net loss of Rs. 26,594.08 thousand on a standalone basis as against the
previous year''s net profit of Rs. 510.52 thousand. On a consolidated basis, the net loss for the year was Rs. 47,748.77 thousand
as against the previous year''s net loss of Rs. 23,158.83 thousand.
There were no changes in the nature of business of the Company during the year.
The Board has not recommended any dividend for the financial year 2024-25.
No amount has been transferred to general reserves during the year under review. Reserves and Surplus are disclosed in Note 4
of the financial statements.
The Company has neither invited nor accepted or renewed any deposit amount falling within the purview of Section 73 of the
Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. No
amount of principal or interest was outstanding as on March 31,2025.
However, the Company has outstanding loans from Mr. Dopesh Raja Mulakala (DIN 01176660), Managing Director of the
Company. During the financial year, the Company has also availed unsecured loans from Directors and Related Parties. Details
of the above said borrowings are mentioned in Note 6,7 and 34 of the financial statements.
Your Company has one Wholly Owned Subsidiary and one Associate Company, the details of which are as follows:
⢠Vanta Clinical Research Limited (âVCRLâ)
VCRL is a Wholly Owned Subsidiary of Vanta Bioscience Limited incorporated on September 12, 2018 with the object of
dealing in the business of Research & Development in the field of discovery and development of drugs, biologicals,
vaccines, gene-based therapies in vitro, ex-vivo and in vivo techniques for screening and evaluation of drugs,
dermaceuticals and cosmetics, clinical data management, statistical analysis, pharmacovigilance, medical writing, bio
informatics, computer-aided drug designing, biotechnology, life sciences, diagnostic services and such other similar
activities. As on the date of this report, VCRL has not yet commenced commercial operations.
The paid up capital of VCRL as on March 31,2025 was Rs. 3,00,00,000/-. There were no operations during the year under
review. The Company had incurred a total expenditure of Rs. 1,14,521 and accordingly had a Loss after Tax Rs. 1,14,521.
VCRL is a 100% subsidiary of our Company and has contributed accordingly to the overall performance of the Company.
CEBIS was incorporated with the object of carrying business of providing research and development, full range of clinical
studies in the areas of pharmaceuticals industry, agro, chemical, food cosmetics and medical devices. As on March 31,
2025, Vanta Clinical Research Limited (VCRL), a wholly owned subsidiary of the Company, held 30,00,000 equity shares of
?10 each in CEBIS India Limited, representing 19.90% of its total paid-up share capital. Accordingly, CEBIS India Limited
qualifies as an indirect associate of Vanta Bioscience Limited as per applicable accounting standards. Kindly refer the
Consolidated notes for further details.
The paid-up capital of CEBIS as on March 31,2025 was Rs. 15,07,40,000. The total revenue earned during the year was
Rs. 83,61,298/- as against a total expenditure of Rs. 10,80,61,289. The loss after tax was Rs. 10,61,90,644.
CEBIS is an indirect associate of our Company and has accordingly contributed to the overall performance of the Company.
During the year under review, there was a change in the shareholding of VCRL in CEBIS from 36.04% to 19.90%. The
reduction is due to fresh issue of shares by CEBIS and there has been no change in the number of shares.
The statement containing the salient features of the subsidiaries, its highlights of performance and their contribution to the
overall performance of the Company as per sub-sections (3) of section 129 read with rule 5 of Companies (Accounts) Rules,
2014 and other applicable provisions of the Companies Act 2013 are disclosed in Form AOC-1 and the same is herewith
annexed as Annexure-1 to this report.
The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been
placed on the website of the Company www.vantabio.com. Further, audited annual accounts of each of the subsidiary
companies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of
the audited annual accounts of the subsidiary companies may write to the Company Secretary requesting for the same.
Except as stated above, there were no associates or joint ventures of the Company as on the end of financial year March 31,
2025. There were no companies which have ceased to be our subsidiaries, joint ventures or associate companies during the
financial year 2024-25.
Change in Board of Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Dopesh Raja Mulakala (DIN: 01176660),
Managing Director of the Company is liable to retire by rotation, being eligible offers himself for re-appointment.
During the year under review, the following changes took place in the composition of Board of Director and KMPs of the Company
|
S.No. |
Name of the Director/KMP |
Particulars |
|
1 |
Ms. Sangeetha Padam Choudhary |
Appointed as Company Secretary and Compliance officer of |
|
2 |
Mr. Mohan Krishna Mulakala |
Resignation as Director of the Company w.e.f20.07.2024 |
|
3 |
Dr. Vyasmurti Madhavrao Shingatgeri |
Resignation as Director of the Company w.e.f 19.07.2024 |
|
4 |
Dr. Padmanabhuni Venkata Appaji |
Re-appointment as Independent Director of the Company for a |
|
5 |
Dr. Gonuguntla Kathyayani |
Re-appointment as Independent Director of the Company for a |
|
6 |
Dr. Yogeswara Rao Danda |
Re-appointment as Independent Director of the Company for a |
Except as stated above, there were no changes occurred in the composition of the Board and the Key Managerial Personnel
(KMPs) of the Company after the end of the financial year.
The Independent Directors of the Company have given the declaration and confirmation to the Company as required under
Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.
Except Mr. Yogeswara Rao Danda (DIN:00694803), all Independent Directors are exempted/passed the online proficiency self¬
assessment test. Mr. Yogeswara Rao Danda shall complete the online proficiency self-assessment test within the time lines upon
payment of the requisite amount in compliance with the provisions of the Companies Act.
During the year under review, the following took place:
⢠Eight (8) Board Meetings were held on 01.04.2024, 12.07.2024, 19.07.2024, 06.09.2024, 14.11.2024, 06.12.2024,
07.12.2024 and 15.03.2025
⢠Four (4) Audit Committee meetings were held on 12.07.2024, 19.07.2024, 14.11.2024 and 06.12.2024
⢠Four (4) Nomination & Remuneration Committee meetings were held on 01.04.2024, 19.07.2024, 06.09.2024 and
06.12.2024
⢠Two (2) Stakeholders Relationship Committee meetings were held on 06.09.2024 and 06.12.2024.
The Board and committee meetings of the Company were held in compliance with all the applicable provisions of the
Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the secretarial standards.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, during the period under review, the Board evaluated the effectiveness of its functioning and that of the
Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices,
participation in the long-term strategic planning and the fulfilment of Directors'' obligations and fiduciary responsibilities, including
but not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-one
meetings with the Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of Board/
Committee processes. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the
Board and of Non-Executive Directors. The Company has proper systems, processes in place for the purpose of evaluation of the
Board individually and as a whole.
M/s. Mathesh & Ramana, Chartered Accountants (FRN 002020S) were appointed as the statutory auditors of the Company by
the members in their 2nd AGM held on August 21,2018 for a period of 5 years from the conclusion of the 2nd Annual General
Meeting of the Company held on August 21,2018 till the conclusion of 7th Annual General Meeting. Accordingly, the said auditors
have carried out the audit for FY 2022-23. The term of the said auditors expired at the conclusion of the 7th AGM of the Company.
The said auditors were further appointed for a period of 5 years i.e. from the conclusion of the 7th AGM till the conclusion of the
12th AGM of the Company by the shareholders in their 7th AGM held on 30.09.2023. Accordingly, the said auditors have carried
out the statutory audit for FY 2024-25.
The Standalone and Consolidated Auditors'' Report for the financial year ended March 31, 2025, does not contain any
qualifications or adverse remarks. However, the reports and notes have certain observations w.r.t delays in depositing certain
statutory dues and outstanding statutory dues exceeding six months, loans granted to subsidiaries and without clearly defined
terms of repayment and incurrence of cash losses during the year. Additionally, the company has not carried out actuarial
valuation and non creation of provisions for gratuity. The subsidiary has not yet commenced full commercial operations, and the
accumulated losses have eroded the net worth of the Subsidiary Group, which raises concerns about their going concern status.
Shareholders are requested to refer to the detailed Standalone and Consolidated Auditors'' Report, annexures, and notes to
accounts for comprehensive information.
The above said observations are majorly due to liquidity issues being faced by the Company. The CIRP proceedings have left a
negative impact on the functioning of the Company and certain experienced employees of the Company have also left the
organization due to NCLT related litigation. The management is putting in its best efforts to revive the Company on priority basis.
The Management shall ensure timely payment of statutory dues and other payments and shall further ensure that the other
observations of the auditors are rectified as soon as possible by taking necessary steps in connection with the same. Further,
Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. Further
details are also disclosed at various places in this Boards Report and in the financial statements.
There were no frauds reported by the Statutory Auditors of the Company during the year under review.
Putcha Sarada, Practicing Company Secretary were appointed to conduct the secretarial audit of the Company for the financial
year 2024-25, as required under Section 204 of the Companies Act, 2013 and rules there-under. The secretarial audit report for
FY 2024-25 forms part of this Annual Report as Annexure - II.
There are certain observations, qualifications or remarks in the report. The said lapses are owing to the cascading effect of the
CIRP Proceedings on the Company. Various experienced employees handling related issues have left the organization as well
during the said period. The Company is in the process of taking necessary steps in connection with the same and to regularize the
same. The Company shall ensure that such lapses/non-compliances shall not incur in the future.
The Authorized Share Capital of the Company is Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakhs only), divided into
75,00,000 (Seventy-Five Lakh) equity shares of Rs. 10/- each.
As at the beginning of the financial year, the Paid-up Share Capital stood at Rs. 6,31,20,000/- (Rupees Six Crore Thirty-One Lakh
and Twenty Thousand only) comprising 63,12,000 (Sixty-Three Lakh Twelve Thousand) equity shares of Rs. 10/- each.
There were no changes in the share capital during the year under review.
Subsequently after the end of the financial year, on May 6, 2025, the Board of the Company allotted 8,00,000 (Eight Lakh) equity
shares of Rs. 10/- each to promoters, Mr. Dopesh Raja Mulakala (4,00,000 shares) and Mr. S. Chandra Sekhar Rao (4,00,000
shares), on conversion of unsecured loans from them into equity shares pursuant to approval of the shareholders in their
meeting held on 04.01.2025 and in accordance with the applicable provisions.
The Company has a duly constituted Audit Committee. The Audit Committee comprises of:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Non- Executive Independent Director |
|
Dr.Yogeswara Rao Danda |
Member |
Non- Executive Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director - Executive |
The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulations
and all other matters as required under the Companies Act and SEBI (LODR) Regulations. The Committee also reviews the
financial statements before they are placed before the Board. The Board of Directors of the Company have accepted all the
recommendations given by the Audit Committee. The Committee is formed and functions in accordance with the provisions of the
Companies Act and SEBI LODR regulations as applicable.
The Company has a duly constituted stakeholders relationship committee. The Committee comprises of the following members:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Non- Executive Independent Director |
|
Dr.Yogeswara Rao Danda |
Member |
Non- Executive Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director - Executive |
The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations as
applicable.
The Company has a duly constituted âNomination and Remuneration Committeeâ. The Committee has formulated a policy. The
sailent features are - it provides for Directors'' appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a Director and other matters and proper systems for identification, appointment of Directors
& KMPs, Payment of Remuneration to them and evaluation of their performance and to recommend the same to the Board from
time to time.
The Nomination and remuneration policy of the Company available on the website of the company at www.vantabio.com. There
was no change in the policy during the year under review.
The Nomination and Remuneration Committee include the following:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr.Yogeswara Rao Danda |
Chairman |
Non- Executive Independent Director |
|
Dr. Padmanabhuni Venkata Appaji |
Member |
Non- Executive Independent Director |
|
Dr. Kathyayani Gonuguntla |
Member |
Non- Executive Independent Director |
The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations as
applicable.
The Independent Directors of the Company met once on 06.09.2024 during the financial year.
Details of policy for Familiarization Programme for Independent Directors: The Company''s Policy on Directors'' appointment and
remuneration can be viewed by the Stakeholders on the website of the company atwww.vantabio.com.
Note: Ms. Sangeetha Padam Choudhary, company secretary of the company was the secretary of all the committee meetings in
FY 2024-25.
There is no such instance to report where the Board has not accepted the recommendations made by the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 in connection with corporate social responsibility are not applicable to
the Company.
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the applicable SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle-Blower Policy for directors, employees and other
stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company -
www.vantabio.com
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees
Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of
overall risk tolerance to established levels. There are no material risks which threaten the very existence of the company.
The Company has adequate internal financial controls which commensurate with the size of the business of the Company.
The Board had appointed M/s. V Ramachandra Rao., Chartered Accountants (M. No 203292) as the Internal Auditor of the
Company for conducting the Internal Audit of the Company for a period of two financial years i.e., FY 2024-25 and FY 2025-26.
Accordingly, they have carried out the internal audit for the FY 2024-25. There were no observations or remarks reported by the
said auditors of the Company during the year under review.
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors'' confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have 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 loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting 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 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.
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is enclosed herewith as Annexure-III.
Form MGT 7 - the annual return of the Company for FY 2024-25 shall also be uploaded on the website of the Company. The link of
the same is https://www.vantabio.com/investor-relations/
Disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
Annexure - IV.
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the
financial year no employee was in receipt of remuneration of Rs. 1.02 Crore or more, or where employed for part of the year was
in receipt of Rs. 8.5 Lakh or more a month and accordingly disclosure under Rule (2) is not required.
The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as Annexure - V to this report.
The loans, investment and guarantees provided by the Company during the year has not exceeded the limit approved by the
shareholders in accordance with Section 186 of the Companies Act, 2013. The Company is in compliance with the provisions of
Section 186 of the Companies Act.
The Company has investments in its Wholly Owned Subsidiary - Vanta Clinical Research Limited. Details of loans, investments
and guarantees as applicable are disclosed in Note 12 of the financial statements and also at other places in the financial
statements.
The equity shares of the Company are listed on the SME Platform of BSE Ltd. The Company confirms that the annual listing fees
to the stock exchanges for the financial year 2024-25 have been paid.
The provisions of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies
Act, 2013 are not applicable to the Company.
There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their
relatives, which could have had a potential conflict with the interests of the Company. All related party transactions entered by the
Company under Section 188 of the Companies Act, 2013 are at arm''s length and in the ordinary course of business. These
related party transactions have been entered considering the business requirements, administrative convenience and in the best
interest of the Companies.
The Company has entered into any transactions with person or entity belonging to the promoter/promoter group which holds 10%
or more shareholding in our Company. Details of the same are disclosed in Note 34 of the financial statements.
Details of all related party transactions are disclosed in Note 34 of the financial statements.
The Company has invested an amount of Rs. 3,00,00,000/- (Rupees Three Crore Only) towards subscription to the equity shares
of its Wholly owned subsidiary - Vanta Clinical Research Limited. Further, the Company has also entered transactions with both
itssusbidiares/associates - Vanta Clinical Research Limited and Cebis India Limited.
Details of the said related party transactions are disclosed in Note 34 of the financial statements.
During the financial year under review, the Company received requests from Dr. Vyasmurti Madhavrao Shingatgeri and Mr.
Pradeep Chowdary Veeramachineni, forming part of the Promoter Group, for reclassification of their status from âPromoterâ to
âPublic" category in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board, at its meeting held on July 19, 2024, approved the reclassification requests and submitted the
application to BSE Limited. The said application has been rejected by BSE as the Company had not obtained shareholders
resolution for the same. The Company is reviewing the observations and will take necessary steps accordingly.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on
these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. 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.
4. No material changes and commitments affecting the financial position of the Company have occurred between the end of
the financial year and date of report.
5. No change in the nature of business of the Company.
6. There was no instance of one time settlement with any Bank or financial institution.
7. BSE has levied a penalty of Rs. 36,88,680/- including GST for non-compliances of Regulation 33, Regulation 34 and
Regulation 6(1) of SEBI (LODR) Regulations for certain quarters. The Company had filed a waiver application to BSE
requesting to waive of the SOP fines as the said non-compliances were majorly during the period when the Company was
being run by IRP/RP and the Board was suspended. The said request was accepted partially and the Company was
directed to pay Rs. 4,02,380/- including GST. The Company has paid the said amount and the said matter stands closed
now.
8. There are no shares lying in Demat suspense account or unclaimed suspense account.
The Company has complied with all the provisions of the secretarial standards as applicable to the Company.
The Company being listed on SME Exchange. Para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 in
connection with disclosures in the annual report are not applicable to the Company.
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the
code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Codeâ), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent
misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its
Directors, designated employees and other employees.
The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and
other employees from trading in the securities of Vanta Bioscience Limited at the time when there is unpublished price sensitive
information.
Prevention of Sexual Harassment of Women at the Workplace
Your Company adheres to a strict policy to ensure the safety of women employees at the workplace. The Company is fully
compliant with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (âPOSH Actâ) and has constituted an Internal Complaints Committee to redress complaint regarding sexual harassment.
The Company''s policy in this regard, is available on the company''s website.
In accordance with POSH Act, following disclosures are made:
|
Sl. No. |
Particulars |
Details |
|
1 |
Number of complaints of sexual harassment received during the financial year 2024-25 |
Nil |
|
2 |
Number of complaints disposed off during the financial year 2024-25 |
Nil |
|
3 |
Number of cases pending for more than ninety days |
Nil |
The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including granting maternity
leave, nursing breaks, and protection against dismissal during maternity leave, as applicable to eligible employees during the
financial year.
Your Directors place on record their appreciation of the continued patronage extended to the Company by bankers, dealers,
customers, suppliers, employees and shareholders. The trust reposed in your Company by its esteemed customers helped
stabilized growth during the year review.
Your Company also acknowledges the support and guidance received from its Bankers, other government agencies during the
year under review and look forward to continuing support.
Managing Director Director
DIN:01176660 DIN: 02614167
September 06, 2025
Secunderabad
Mar 31, 2024
Your Directors have pleasure in presenting herewith the 8th Annual Report on the business of the Company together with the
Audited Financial Statements for the financial year ended March 31,2024.
Vanta Bioscience Limited (VBS) is a preclinical contract research organization, offering a host of preclinical safety assessment
services for clientele from Pharmaceutical, Medical Devices, Nutraceuticals, Feed Additive, Biotech, Agrochemicals, Cosmetics,
and Chemical industries. In addition, we also provide risk assessment services for evaluating the safety of the Active
Pharmaceutical Ingredients (API), excipients, extractable and leachables including pharmaceutical impurities resulting due to
manufacturing process or due to degradation of the product. VBS also provides expert services for determination of health based
exposure limits (e.g. permitted daily exposure (PDE) or allowable daily exposure (ADE) including occupational exposure limits
(OEL) for pharmaceutical manufacturers.
The following are the financial highlights of the Company:
(Amount in Rs. in Thousands)
|
STANDALONE BASIS |
CONSOLIDATED BASIS |
|||
|
Particulars |
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
|
Total Revenue |
86,055.78 |
57,963.24 |
98,292.14 |
69,630.16 |
|
Total Expenses |
85,638.84 |
1,00,036.77 |
1,86,557.66 |
1,72,259.26 |
|
Profit before tax |
416.94 |
-42,073.53 |
-88,265.52 |
-1,02,629.10 |
|
Current Tax |
65.04 |
- |
65.04 |
- |
|
MAT Credit Availed |
65.04 |
- |
65.04 |
- |
|
Deferred Tax |
(93.59) |
281.27 |
-2,201.79 |
1818.75 |
|
Profit after tax |
510.53 |
-42,354.80 |
-86,063.73 |
-1,04,447.84 |
|
Less:MinorityInterest |
- |
- |
-62,904.90 |
-39,641.05 |
|
Profit |
510.53 |
-42,354.80 |
-23,158.83 |
-64,806.79 |
There were no changes in the nature of business of the Company.
CIRP Proceedings were initiated on the Company vide order of Hon''ble National Company Law Tribunal, Hyderabad Bench
(âNCLTâ) dated 27.04.2022 pursuant to which the Board of the Company was suspended and the powers were vested with the
appointed IRP. The said order was challenged and appealed by the Promoters of the Company before the National Company
Law Appellate Tribunal (âNCLATâ) and the Bench had given an interim stay on the CIRP Proceedings and later upheld the order of
NCLT and the CIRP was initiated again. The matter then went to the Hon''ble Supreme Court and during the course of the
proceedings before the Supreme Court, the Parties have settled the entire dispute and the Promoter has undertaken to pay a
total amount of Rs. 90 Lakhs to the operational creditor which shall be full and final settlement of all claims and demands of the
respondent, in multiple tranches upto May 15, 2023 as specified in the order dated February 10, 2023 of the Hon''ble Supreme
Court. The order of Supreme court, considering the settlement terms have further directed that the impugned order of NCLT
dated 27.04.2022 and NCLAT dated 09.01.2023 shall stand set aside conditional on the appellant observing the schedule for
payment.
The said payment as directed by the Hon''ble Supreme Court was duly made to the operation creditor and the matter stands
resolved. Accordingly, the Board of the Company was duly revived and the operations were carried out by the Board post the said
order.
The Board has not recommended any dividend for the financial year 2023-24.
No amount has been transferred to general reserves during the year under review. Reserves and Surplus are disclosed in Note 4
of the financial statements.
The Company has neither accepted nor renewed any deposits from public as defined under the provisions of Companies Act,
2013 and Companies (Acceptance of Deposits) Rules, 2014. However, the Company has outstanding loans from Mr. Dopesh
Raja Mulakala (DIN 01176660), Managing Director of the Company. The Company has further taken unsecured loan from Mr.
Simhadri Chandra Sekhar Rao, Promoter of the Company in pursuance to the stipulation imposed by bank on the Promoter.
Details of the above said borrowings are mentioned in Note 6,7 and 34 of the financial statements
Your Company has 1 subsidiary and 1 associate company, details of which are given below:
VCRL is a Wholly Owned Subsidiary of Vanta Bioscience Limited incorporated on September 12, 2018 with the object of
dealing in the business of Research & Development in the field of discovery and development of drugs, biologicals,
vaccines, gene-based therapies in vitro, ex-vivo and in vivo techniques for screening and evaluation of drugs,
dermaceuticals and cosmetics, clinical data management, statistical analysis, pharmacovigilance, medical writing, bio
informatics, computer-aided drug designing, biotechnology, life sciences, diagnostic services and such other similar
activities.
The paid up capital of VCRL as on March 31,2024 was Rs. 3,00,00,000/-. There were no operations during the year under
review. The Company had incurred a total expenditure of Rs. 1,21,290/- and accordingly had a Loss after Tax Rs.
1,21,290/-
VCRL is a 100% subsidiary of our Company and has contributed accordingly to the overall performance of the Company.
Vayam was incorporated with the object of carrying business of providing research and development, full range of clinical
studies in the areas of pharmaceuticals industry, agro, chemical, food cosmetics and medical devices. The name of the
Company was changed to CEBIS India Limited during the year under review.
As on March 31,2024, VCRL holds 30,00,000 equity shares of Rs. 10/- each which is 27.34% of the total shareholding of
CEBIS. Accordingly, CEBIS is an in-direct associate of Vanta Bioscience Limited. Kindly refer the Consolidated notes for
further details.
The paid up capital of CEBIS as on March 31,2024 was Rs. 10,97,40,000/-. The total revenue earned during the year was
Rs. 1,16,49,430/- as against a total expenditure of Rs. 10,07,97,590/-. The loss after tax was Rs. 8,64,53,030/-
CEBIS is an indirect associate of our Company and has accordingly contributed to the overall performance of the Company.
During the year under review, there was a change in the shareholding of VCRL in CEBIS from 36.04% to 27.34%. The
reduction is due to fresh issue of shares by CEBIS and there has been no change in the number of shares.
The statement containing the salient features of the subsidiaries, its highlights of performance and their contribution to the
overall performance of the Company as per sub-sections (3) of section 129 read with rule 5 of Companies (Accounts) Rules,
2014 and other applicable provisions of the Companies Act 2013 are disclosed in Form AOC-1 and the same is herewith
annexed as Annexure- 1 to this report.
The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been
placed on the website of the Company www.vantabio.com. Further, audited annual accounts of each of the subsidiary
companies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of
the audited annual accounts of the subsidiary companies may write to the Company Secretary requesting for the same.
Except as stated above, there were no associates or joint ventures of the Company as on the end of financial year March 31,
2024. There were no companies which have ceased to be our subsidiaries, joint ventures or associate companies during the
financial year 2023-24.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Dopesh Raja Mulakala (DIN: 01176660),
Managing Director of the Company is liable to retire by rotation, being eligible offers himself for re-appointment.
Owing to CIRP, the Board of the Company was suspended and the Company was run by Interim Resolution Professional, Mr.
Kurapati S Chowdary. He ceased to be the IRP/RP subsequent to order of Hon''ble Supreme Court dated February 10, 2023 and
subsequent compliance
During the year under review, the following changes took place in the composition of Board of Director and KMPs of the Company
|
S.No. |
Name of the Director/KMP |
Particulars |
|
1 |
Ms. Vidisha Rathod |
Resigned as Company Secretary and Compliance officer of |
|
2 |
Mr. Dopesh Raja Mulakala |
Reappointment w.e.f April 18, 2023 for another term of 3 years The same was approved by the shareholders in the 7th AGM |
|
3 |
Dr. Vyasmurti Madhavrao Shingatgeri |
Reappointment w.e.f April 1, 2023 for another term of 3 years The same was approved by the shareholders in the 7th AGM |
|
4 |
Dr. Vyasmurti Madhavrao Shingatgeri |
Change in designation from Whole Time Director to Director |
Apart from above, there were no changes that took place on the Board and the KMPs of the Company. Subsequent to the end of
financial year, the following changes took place in the Board and KMPs
|
S.No. |
Name of the Director/KMP |
Particulars |
|
1 |
Ms. Sangeetha Padam Choudhary |
Appointed as Company Secretary and Compliance officer of |
|
2 |
Mr. Mohan Krishna Mulakala |
Resignation as Director of the Company w.e.f 20.07.2024 |
|
3 |
Dr. Vyasmurti Madhavrao Shingatgeri |
Resignation as Director of the Company w.e.f 19.07.2024 |
|
4 |
Dr. Padmanabhuni Venkata Appaji |
Re-appointment as Independent Director of the Company for a |
|
5 |
Dr. Gonuguntla Kathyayani |
Re-appointment as Independent Director of the Company for a |
|
6 |
Dr. Yogeswara Rao Danda |
Re-appointment as Independent Director of the Company for a |
The Independent Directors of the Company have given the declaration and confirmation to the Company as required under
Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence. Except Mr. Yogeswara Rao Danda (DIN:00694803), all
Independent Directors are exempted/passed the online proficiency self-assessment test. Mr. Yogeswara Rao Danda shall
complete the online proficiency self-assessment test within the time lines upon payment of the requisite amount in compliance
with the provisions of the Companies Act.
During the year under review, the following took place:
⢠Seven (7) Board Meetings were held on 16.05.2023, 05.06.2023, 02.08.2023, 10.08.2023, 06.09.2023, 14.11.2023 and
01.03.2024
⢠Four (4) Audit Committee meetings were held on 16.05.2023, 10.08.2023, 06.09.2023, and 14.11.2023
⢠Four (4) Nomination and Remuneration Committees meetings were held on 16.05.2023, 10.08.2023, 06.09.2023, and
14.11.2023
⢠Two (2) Stakeholders Relationship Committee meeting were held on 16.05.2023 and 10.08.2023. The Board and
committee meetings of the Company were held in compliance with all the applicable provisions of the Companies Act, 2013,
SEBI (LODR) Regulations, 2015 and the secretarial standards.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, during the period under review , the Board evaluated the effectiveness of its functioning and that of the
Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices,
participation in the long-term strategic planning and the fulfilment of Directors'' obligations and fiduciary responsibilities, including
but not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-one
meetings with the Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of Board/
Committee processes. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the
Board and of Non-Executive Directors. The Company has proper systems, processes in place for the purpose of evaluation of the
Board individually and as a whole
M/s. Mathesh & Ramana, Chartered Accountants (FRN 002020S) were appointed as the statutory auditors of the Company by
the members in their 2nd AGM held on August 21,2018 for a period of 5 years from the conclusion of the 2nd Annual General
Meeting of the Company held on August 21,2018 till the conclusion of 7th Annual General Meeting. Accordingly, the said auditors
have carried out the audit for FY 2022-23. The term of the said auditors expired at the conclusion of the 7th AGM of the Company.
The said auditors were further appointed for a period of 5 years i.e. from the conclusion of the 7th AGM till the conclusion of the
12th AGM of the Company by the shareholders in their 7th AGM held on 30.09.2023. Accordingly, the said auditors have carried
out the statutory audit for FY 2023-24.
The Standalone and Consolidated Auditors'' Report does not contain any qualifications or remarks. However, the reports and
notes have certain observations w.r.t delay in depositing of statutory dues and statutory dues which are outstanding for more than
6 months from the date they became payable, loans provided to subsidiaries & also without specifying its terms, default in
repayment of loans and interest to State Bank of India, incurring of cash losses, no actuarial valuation for gratuity and others,
subsidiary not starting its commercial operations, accumulated loss has eroded the Networth of the Subsidiary Group, its going
concern status, not creating provision for gratuity and others. Kindly refer the Standalone and Consolidated Audit Report,
annexures and notes for details.
The above said observations are majorly due to liquidity issues being faced by the Company. The CIRP proceedings have left a
negative impact on the functioning of the Company and certain experienced employees of the Company have also left the
organization due to NCLT related litigation. The management is putting in its best efforts to revive the Company on priority basis.
The Management shall ensure timely payment of statutory dues and other payments and shall further ensure that the other
observations of the auditors are rectified as soon as possible by taking necessary steps in connection with the same. Further,
Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. Further
details are also disclosed at various places in this Boards Report and in the financial statements.
There were no frauds reported by the Statutory Auditors of the Company during the year under review.
Putcha Sarada, Practicing Company Secretary were appointed to conduct the secretarial audit of the Company for the financial
year 2023-24, as required under Section 204 of the Companies Act, 2013 and rules there-under. The secretarial audit report for
FY 2023-24 forms part of this Annual Report as Annexure - II.
There are certain observations, qualifications or remarks in the report. The said lapses are owing to the cascading effect of the
CIRP Proceedings on the Company. Various experienced employees handling related issues have left the organization as well
during the said period. The Company is in the process of taking necessary steps in connection with the same and to regularize the
same. The Company shall ensure that such lapses/non-compliances shall not incur in the future.
The Authorized Share Capital of the Company is Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakhs only) and the paid up
capital of the Company as at the end of the financial year was Rs.6,31,20,000/- (Rupees Six Crore Thirty-One Lakh and Twenty
Thousand Only) comprising of 63,12,000 (Sixty-Three Lakh and Twelve Thousand) equity shares of Rs. 10/- (Rupees Ten Only)
each.
During the year under review, there was no change in the authorized and paid up share capital of the Company.
The Company has a duly constituted Audit Committee. The Audit Committee comprises of:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Independent Director |
|
Dr.Yogeswara Rao Danda |
Member |
Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director |
The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulations
and all other matters as required under the Companies Act and SEBI (LODR) Regulations. The Committee also reviews the
financial statements before they are placed before the Board. The Board of Directors of the Company have accepted all the
recommendations given by the Audit Committee. The Committee is formed and functions in accordance with the provisions of the
Companies Act and SEBI LODR regulations as applicable.
The Company has a duly constituted stakeholders relationship committee. The Committee comprises of the following members:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Independent Director |
|
Dr.Yogeswara Rao Danda |
Member |
Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director |
The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations as
applicable.The Company has a duly constituted âNomination and Remuneration Committeeâ. The Committee has formulated a
policy. The sailent features are - it provides for Directors'' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director and other matters and proper systems for identification,
appointment of Directors & KMPs, Payment of Remuneration to them and evaluation of their performance and to recommend the
same to the Board from time to time.
The Nomination and remuneration policy of the Company available on the website of the company at www.vantabio.com. There
was no change in the policy during the year under review.
The Nomination and Remuneration Committee include the following:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr.Yogeswara Rao Danda |
Chairman |
Independent Director |
|
Dr. Padmanabhuni Venkata Appaji |
Member |
Independent Director |
|
Dr. Kathyayani Gonuguntla |
Member |
Independent Director |
The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations as
applicable.
The provisions of Section 135 of the Companies Act, 2013 in connection with corporate social responsibility are not applicable to
the Company.
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the applicable SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle-Blower Policy for directors, employees and other
stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company -
www.vantabio.com
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees
Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of
overall risk tolerance to established levels. There are no material risks which threaten the very existence of the company.
The Company has adequate internal financial controls which commensurate with the size of the business of the Company.
The Board had appointed M/s. V Ramachandra Rao., Chartered Accountants (M. No 203292) as the Internal Auditor of the
Company for conducting the Internal Audit of the Company for a period of two financial years i.e., 2022-23 and 2023-24.
Accordingly, they have carried out the internal audit for FY 2023-24. There were no observations or remarks reported by the said
auditors of the Company during the year under review.
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors'' confirm that:
I. i n preparation of annual accounts for the financial year ended March 31,2024 the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. 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 true and fair view of the state of affairs of the Company at the end of the
financial year ended March 31,2024 and of the profit and loss of the Company for the year;
iii. the Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance
with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;.
v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.
vi. 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.
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is enclosed herewith as Annexure III.
Form MGT 7 - the annual return of the Company for FY 2023-24 shall also be uploaded on the website of the Company. The link of
the same is https://www.vantabio.com/investor-relations/
Disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
Annexure - IV.
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the
financial year no employee was in receipt of remuneration of Rs. 1.02 Crore or more, or where employed for part of the year was
in receipt of Rs. 8.5 Lakh or more a month and accordingly disclosure under Rule (2) is not required.
The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as Annexure - V to this report.
The loans, investment and guarantees provided by the Company during the year has not exceeded the limit approved by the
shareholders in accordance with Section 186 of the Companies Act, 2013. The Company is in compliance with the provisions of
Section 186 of the Companies Act.
The Company has investments in its Wholly Owned Subsidiary - Vanta Clinical Research Limited. Details of loans, investments
and guarantees as applicable are disclosed in Note 12 of the financial statements and also at other places in the financial
statements.
The equity shares of the Company are listed on the SME Platform of BSE Ltd. The Company confirms that the annual listing fees
to the stock exchanges for the financial year 2023-24 have been paid.
The provisions of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies
Act, 2013 are not applicable to the Company.
There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their
relatives, which could have had a potential conflict with the interests of the Company. All related party transactions entered by the
Company under Section 188 of the Companies Act, 2013 are at arm''s length and in the ordinary course of business. These
related party transactions have been entered considering the business requirements, administrative convenience and in the best
interest of the Companies.
The Company has entered into any transactions with person or entity belonging to the promoter/promoter group which holds 10%
or more shareholding in our Company. Details of the same are disclosed in Note 34 of the financial statements.
Details of all related party transactions are disclosed in Note 34 of the financial statements.
The Company has invested an amount of Rs. 3,00,00,000/- (Rupees Three Crore Only) towards subscription to the equity shares
of its Wholly owned subsidiary - Vanta Clinical Research Limited. Further, the Company has also entered transactions with both
its subsidiary and associate Companies i.e., Vanta Clinical Research Limited and CEBIS India Limited.
Details of all related party transactions with the said companies are disclosed in Note 34 of the financial statements.
Dr. Vyasmurti Madhavrao Shingatgeri and Mr. Pradeep Chowdary Veeramachineni, Promoters vide theirletters dated
19.07.2024 have requested for reclassification from Promoter to Public category in terms of Regulation 31A of SEBI (LODR)
Regulations. The Board of the Company in their meeting held on 19.07.2024 has approved the same and has filed necessary
application with BSE Ltd for their approval. The said application has been kept on hold by BSE Ltd. owing to outstanding SOP fine
levied by BSE ltd and to be paid by the Company for certain non-compliances under SEBI (LODR) Regulatons. The Company
has filed a waiver request and awaiting revert from BSE on the waiver application. Necessary steps will be taken by the
Company accordingly.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on
these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. 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.
4. No material changes and commitments affecting the financial position of the Company have occurred between the end of
the financial year and date of report.
5. No change in the nature of business of the Company.
6. There was no instance of one time settlement with any Bank or financial institution.
7. There is no proceeding pending under the Insolvency and Bankruptcy code, 2016. An application was filed under Section 9
of Insolvency and Bankruptcy Code, 2016 before the National Company LawTribunal, Hyderabad Bench by Mr. S Venkata
Rao (Whole Time Director & CEO of the Company who has resigned w.e.fclosing hours of January 04, 2021) alleging to a
default in payment of salary and interest thereon aggregating to Rs. 1.18 Crand seeking initiation of Corporate Insolvency
Resolution Process against the Company. The said dispute has been settled before the Hon''ble Supreme Court and the
matter now stands resolved. The details of the same are given above.
8. BSE has levied a penalty of Rs. 36,88,680/- including GST for non-compliances of Regulation 33, Regulation 34 and
Regulation 6(1) of SEBI (LODR) Regulations for certain quarters. The Company has filed waiver applications requesting
BSE to waive off the penalty as the said non-compliances were majorly during the period when the Company was being run
by IRP/RP and the Board was suspended. The Company has not received any response and the same is in process.
9. There are no shares lying in Demat suspense account or unclaimed suspense account.
The Company has complied with all the provisions of the secretarial standards as applicable to the Company.
The Company being listed on SME Exchange. Para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 in
connection with disclosures in the annual report are not applicable to the Company.
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the
code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Codeâ), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent
misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its
Directors, designated employees and other employees.
The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and
other employees from trading in the securities of Vanta Bioscience Limited at the time when there is unpublished price sensitive
information.
In order to prevent Sexual Harassment of Women at Workplace a new act âThe Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013â has been notified on 9th December, 2013. The company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has adopted âAnti-Sexual Harassment Policyâ constituted âRedressal Committeeâ as required under section 4 (1)
of Sexual harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Your Directors place on record their appreciation of the continued patronage extended to the Company by bankers, dealers,
customers, suppliers, employees and shareholders. The trust reposed in your Company by its esteemed customers helped
stabilized growth during the year review.
Your Company also acknowledges the support and guidance received from its Bankers, other government agencies during the
year under review and look forward to continuing support.
Managing Director Independent Director
DIN: 01176660 DIN: 01448535
September 06, 2024
Secunderabad
Mar 31, 2023
DIRECTORS REPORT
Dear Members,
Your Directors have pleasure in presenting herewith the 7th Annual Report on the business of the Company together with the
Audited Financial Statements for the financial year ended March 31,2023.
Vanta Bioscience Limited (VBS) is a preclinical contract research organization, offering a host of preclinical safety assessment
services for clientele from Pharmaceutical, Medical Devices, Nutraceuticals, Feed Additive, Biotech, Agrochemicals, Cosmetics,
and Chemical industries. In addition, we also provide risk assessment services for evaluating the safety of the Active
Pharmaceutical Ingredients (API), excipients, extractable and leachables including pharmaceutical impurities resulting due to
manufacturing process or due to degradation of the product. VBS also provides expert services for determination of health based
exposure limits (e.g. permitted daily exposure (PDE) or allowable daily exposure (ADE) including occupational exposure limits
(OEL) for pharmaceutical manufacturers.
The following are the financial highlights of the Company:
|
STANDALONE BASIS |
CONSOLIDATED BASIS |
|||
|
Particulars |
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
|
Total Revenue |
57,963.24 |
95,175.20 |
69,630.16 |
1,01,106.11 |
|
Total Expenses |
1,00,036.77 |
93,778.90 |
1,72,259.26 |
98,822.45 |
|
Profit before tax |
-42,073.53 |
1,396.30 |
-1,02,629.10 |
2283.67 |
|
Current Tax |
- |
238.33 |
- |
563.98 |
|
MAT Credit Availed |
- |
238.33 |
- |
238.33 |
|
Deferred Tax |
281.27 |
611.30 |
1818.75 |
611.30 |
|
Profit after tax |
- |
785.00 |
-1,04,447.84 |
936.95 |
|
Less:MinorityInterest |
- |
- |
-39,641.05 |
464.65 |
|
Profit |
-42,354.81 |
785.00 |
-64,806.79 |
882.07 |
There were no changes in the nature of business of the Company.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
CIRP Proceedings were initiated on the Company vide order of Hon''ble National Company Law Tribunal, Hyderabad Bench
(âNCLTâ) dated 27.04.2022 pursuant to which the Board of the Company was suspended and the powers were vested with the
appointed IRP. The said order was challenged and appealed by the Promoters of the Company before the National Company
Law Appellate Tribunal (âNCLATâ) and the Bench had given an interim stay on the CIRP Proceedings and later upheld the order of
NCLT and the CIRP was initiated again. The matter then went to the Hon''ble Supreme Court and during the course of the
proceedings before the Supreme Court, the Parties have settled the entire dispute and the Promoter has undertaken to pay a
total amount of Rs. 90 Lakhs to the operational creditor which shall be full and final settlement of all claims and demands of the
respondent, in multiple tranches upto May 15, 2023 as specified in the order dated February 10, 2023 of the Hon''ble Supreme
Court. The order of Supreme court, considering the settlement terms have further directed that the impugned order of NCLT
dated 27.04.2022 and NCLAT dated 09.01.2023 shall stand set aside conditional on the appellant observing the schedule for
payment.
The said payment as directed by the Hon''ble Supreme Court was duly made to the operation creditor and the matter stands
resolved. Accordingly, the Board of the Company was duly revived and the operations were carried out by the Board post the said
order.
The Board has not recommended any dividend for the financial year 2022-23.
No amount has been transferred to general reserves during the year under review. Reserves and Surplus are disclosed in Note 4
of the financial statements.
The Company has neither accepted nor renewed any deposits from public as defined under the provisions of Companies Act,
2013 and Companies (Acceptance of Deposits) Rules, 2014. However, the Company has outstanding loans from Mr. Dopesh
Raja Mulakala (DIN 01176660), Managing Director of the Company. The Company has further taken unsecured loan from
Mr. Simhadri Chandra Sekhar Rao, Promoter of the Company in pursuance to the stipulation imposed by bank on the Promoter.
Details of the above said borrowings are mentioned in Note 6,7 and 34 of the financial statements
SUBSIDIARIES AND ASSOCIATE COMPANIES
Your Company has 1 subsidiary and 1 associate company, details of which are given below:
VANTA CLINICAL RESEARCH LIMITED (âVCRLâ)
VCRL is a Wholly Owned Subsidiary of Vanta Bioscience Limited incorporated on September 12, 2018 with the object of dealing
in the business of Research & Development in the field of discovery and development of drugs, biologicals, vaccines, gene-
based therapies in vitro, ex-vivo and in vivo techniques for screening and evaluation of drugs, dermaceuticals and cosmetics,
clinical data management, statistical analysis, pharmacovigilance, medical writing, bio informatics, computer-aided drug
designing, biotechnology, life sciences, diagnostic services and such other similar activities.
The paid up capital of VCRL as on March 31,2023 was Rs. 3,00,00,000/-. There were no operations during the year under review.
The Company had incurred a total expenditure of Rs. 1,15,166/- and accordingly had a Loss after Tax Rs. 1,15,166/-
VCRL is a 100% subsidiary of our Company and has contributed accordingly to the overall performance of the Company.
VAYAM RESEARCH SOLUTIONS LIMITED (âVAYAMâ)
Vayam was incorporated with the object of carrying business of providing research and development, full range of clinical studies
in the areas of pharmaceuticals industry, agro, chemical, food cosmetics and medical devices.
As on March 31,2023, VCRL holds 30,00,000 equity shares of Rs. 10/- each which is 36.04% of the total shareholding of Vayam.
Accordingly, Vayam is an in-direct associate of Vanta Bioscience Limited.
The paid up capital of Vayam as on March 31, 2023 was Rs. 8,32,40,000/-. The total revenue earned during the year was
Rs. 1,16,54,408/- as against a total expenditure of Rs. 7,21,07,333/-. The loss after tax was Rs. 6,19,77,880/-
Vayam is an indirect associate of our Company and has accordingly contributed to the overall performance of the Company.
During the year under review, there was no change in the shareholding of VCRL in Vayam of 36%.
The statement containing the salient features of the subsidiaries, its highlights of performance and their contribution to the overall
performance of the Company as per sub-sections (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 and
other applicable provisions of the Companies Act 2013 are disclosed in Form AOC-1 and the same is herewith annexed as
Annexure - I to this report.
The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed
on the website of the Company www.vantabio.com. Further, audited annual accounts of each of the subsidiary companies have
also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual
accounts of the subsidiary companies may write to the Company Secretary requesting for the same.
Except as stated above, there were no associates or joint ventures of the Company as on the end of financial year March 31,
2023. There were no companies which have ceased to be our subsidiaries, joint ventures or associate companies during the
financial year 2022-23.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mohan Krishna Mulakala (DIN: 01448535), \
Director of the Company is liable to retire by rotation, being eligible offers himself for re-appointment.
Owing to CIRP, the Board of the Company was suspended and the Company was run by Interim Resolution Professional, Mr.
Kurapati S Chowdary Accordingly, there were no changes in the composition of the Board of the Company post the order of
Hon''ble Supreme Court dated February 10, 2023.
During the year under review, Mr. Zoheb S Sayani resigned as the Company Secretary of the Company w.e.f September 15,
2022 and Ms. Vidisha Vimal Hingu was appointed as the Company Secretary w.e.f September 15, 2022, subsequently Ms.
Vidisha Vimal Hingu resigned as a Company Secretary w.e.f July 10, 2023
Apart from above, there were no changes that took place on the Board and the KMPs of the Company.
Post the completion of financial year, Mr. Dopesh Raja Mulakala (DIN: 01176660) and Mr. Vyasmurti Madhavrao Shingatgeri
(DIN: 07728757) were re-appointed as Managing Director and Whole Time Director of the Company respectively subject to the
approval of the shareholders. The said items form part of the Notice of the 7th AGM of the Company.
The Independent Directors of the Company have given the declaration and confirmation to the Company as required under
Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.
Except Mr. Yogeswara Rao Danda (DIN:00694803), all Independent Directors are exempted/passed the online proficiency self
assessment test.
Mr. Yogeswara Rao Danda shall complete the online proficiency self assessment test with the time lines and upon payment of the
requisite amount as mentioned in the Act
DETAILS OF KEY MANAGERIAL PERSONNELS
Mr. Dopesh Raja Mulakala, Managing Director (DIN: 01176660), Dr. Vyasmurti Madhavrao Shingatgeri, Whole Time Director
(DIN: 07728757), Mr. Venkata Sathya Murali Dokka, Chief Financial Officer and Ms Vidisha Vimal Hingu, Company Secretary are
Key Managerial Personnels of the Company as on 31.03.2023.
MEETINGS OF THE BOARD AND COMMITTEES
The powers of the Board were suspended owing to the CIRP process in the Company. Accordingly, all the powers of the Board
were vested with the IRP
Thus, there were no Board Meetings or committee meetings of Directors during the year per se as the Board and the Committees
were suspended owing to CIRP.
The said evaluation was done post the order of Hon''ble Supreme Court setting aside the orders of NCLT and NCLAT which order
initiation/continuation of CIRP on the Company.
M/s. Mathesh & Ramana, Chartered Accountants (FRN 002020S) were appointed as the statutory auditors of the Company by
the members in their 2nd AGM held on August 21,2018 for a period of 5 years from the conclusion of the 2nd Annual General
Meeting of the Company held on August 21,2018 till the conclusion of 7th Annual General Meeting. Accordingly, the said auditors
have carried out the audit for FY 2022-23.
The term of the said auditors expire at the conclusion of the 7th AGM of the Company. The Board hereby recommends their
appointment for a further period of 5 years i.e. from the conclusion of the 7th AGM till the conclusion of the 12th AGM of the
Company, subject to the approval of shareholders.
The said auditors have provided the requisite consent and eligibility confirmation in accordance with the provisions of the
Companies Act, 2013.
The Auditors'' Report does not contain any qualifications or remarks. However, the report has certain observations w.r.t to the
CIRP Process, bank defaults and cash losses.
The said observations are owing to the CIRP Process on the Company. The Company is in the process of taking necessary steps
in connection with the same and to regularize the same.
Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. Further
details are also disclosed at various places in this Boards Report
There were no frauds reported by the Statutory Auditors of the Company during the year under review.
Putcha Sarada, Practicing Company Secretary were appointed to conduct the secretarial audit of the Company for the financial
year 2022-23, as required under Section 204 of the Companies Act, 2013 and rules there-under. The secretarial audit report for
FY 2022-23 forms part of this Annual Report as Annexure - II.
There are certain observations, qualifications or remarks in the report. The said lapses are owing to the CIRP Process/litigation
on the Company and the cascading effect of the same. The CIRP process was on hold/stayed owing to the matter going to NCLAT
and the supreme court. The Company is in the process of taking necessary steps in connection with the same and to regularize
the same. The Company shall ensure that such lapses/non-compliances shall not incur in the future.
CHANGES IN THE AUTHORIZED AND PAID UP CAPITAL
The Authorized Share Capital of the Company is Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakhs only) and the paid up
capital of the Company as at the end of the financial year was Rs.6,31,20,000/- (Rupees Six Crore Thirty-One Lakh and Twenty
Thousand Only) comprising of 63,12,000 (Sixty-Three Lakh and Twelve Thousand) equity shares of Rs. 10/- (Rupees Ten Only)
each.
During the year under review, there was no change in the authorized and paid up share capital of the Company.
Post the order of Hon''ble Supreme Court and revival of the Board, the Company has a duly constituted Audit Committee. The
Audit Committee comprises of:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Independent Director |
|
Dr.Yogeswara Rao Danda |
Member |
Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director |
The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulations
and all other matters as required under the Companies Act and SEBI (LODR) Regulations. The Committee also reviews the
financial statements before they are placed before the Board. The Board of Directors of the Company have accepted all the
recommendations given by the Audit Committee.
STAKEHOLDERS'' RELATIONSHIP COMMITTEE
Post the order of Hon''ble Supreme Court and revival of the Board, the Company has a duly constituted Stakeholders
Relationship Committee. The Stakeholders'' Relationship Committee comprises of:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Independent Director |
|
Dr.Yogeswara Rao Danda |
Member |
Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director |
NOMINATION AND REMUNERATION POLICY
Post the order of Hon''ble Supreme Court and revival of the Board, the Company has a duly constituted âNomination and
Remuneration Committeeâ. The Committee has formulated a policy which provides for Directors'' appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a Director and other matters and proper
systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and evaluation of their
performance and to recommend the same to the Board from time to time.
The Nomination and remuneration policy of the Company available on the website of the company at www.vantabio.com. There
was no change in the policy during the year under review.
The Nomination and Remuneration Committee include the following:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr.Yogeswara Rao Danda |
Chairman |
Independent Director |
|
Dr. Padmanabhuni Venkata Appaji |
Member |
Independent Director |
|
Dr. Kathyayani Gonuguntla |
Member |
Independent Director |
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 in connection with corporate social responsibility are not applicable to
the Company.
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the applicable SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle-Blower Policy for directors, employees and other
stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company -
www.vantabio.com
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees
Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of
overall risk tolerance to established levels. There are no material risks which threaten the very existence of the company.
The Company has adequate internal financial controls which commensurate with the size of the business of the Company.
The Board had appointed M/s. V Ramachandra Rao., Chartered Accountants (M. No 203292) as the Internal Auditor of the
Company for conducting the Internal Audit of the Company for a period of two financial years i.e., 2022-23 and 2023-24.
Accordingly, they have carried out the internal audit for FY and 2023-24. There were no observations or remarks reported by the
said auditors of the Company during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors'' confirm that:
i. in preparation of annual accounts for the financial year ended March 31,2023 the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. 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 true and fair view of the state of affairs of the Company at the end of the
financial year ended March 31,2023 and of the profit and loss of the Company for the year;
iii. the Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance
with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;.
v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.
vi. 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is enclosed herewith as Annexure - III.
Form MGT 7 - the annual return of the Company for FY 2022-23 shall also be uploaded on the website of the Company. The link of
the same is https://www.vantabio.com/investor-relations/
Disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
Annexure - IV.
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the
financial year no employee was in receipt of remuneration of Rs. 1.02 Crore or more, or where employed for part of the year was
in receipt of Rs. 8.5 Lakh or more a month and accordingly disclosure under Rule (2) is not required.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as Annexure- V to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The loans, investment and guarantees provided by the Company during the year has not exceeded the limit approved by the
shareholders in accordance with Section 186 of the Companies Act, 2013. The Company is in compliance with the provisions of
Section 186 of the Companies Act.
The Company has investments in its Wholly Owned Subsidiary - Vanta Clinical Research Limited. Details of the same are
disclosed in Note 12 of the financial statements.
LISTING ON SME PLATFORM OF BSE
The equity shares of the Company are listed on the SME Platform of BSE Ltd. The Company confirms that the annual listing fees
to the stock exchanges for the financial year 2022-23 have been paid.
The provisions of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies
Act, 2013 are not applicable to the Company.
There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their
relatives, which could have had a potential conflict with the interests of the Company. All related party transactions entered by the
Company under Section 188 of the Companies Act, 2013 are at arm''s length and in the ordinary course of business. These
related party transactions have been entered considering the business requirements, administrative convenience and in the best
interest of the Companies.
The Company has entered into any transactions with person or entity belonging to the promoter/promoter group which holds 10%
or more shareholding in our Company. Details of the same are disclosed in Note 34 of the financial statements.
DISCLOSURE OF RELATED PARTY TRASACTIONS WITH SUBSIDIARIES
The Company has invested an amount of Rs. 3,00,00,000/- (Rupees Three Crore Only) towards subscription to the equity shares
of its Wholly owned subsidiary - Vanta Clinical Research Limited. Further, the Company has also entered transactions with both
its subsidiaries- Vanta Clinical Research Limited and Vayam Research Solutions Limited.
Details of all related party transactions with the subsidiary companies are disclosed in Note 33 of the financial statements.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on
these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. 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.
4. No material changes and commitments affecting the financial position of the Company have occurred between the end of
the financial year and date of report.
5. No change in the nature of business of the Company.
6. There was no instance of one time settlement with any Bank or financial institution.
7. There is no proceeding pending under the Insolvency and Bankruptcy code, 2016. An application was filed under Section 9
of Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal, Hyderabad Bench by Mr. S Venkata
Rao (Whole Time Director & CEO of the Company who has resigned w.e.f closing hours of January 04, 2021) alleging to a
default in payment of salary and interest thereon aggregating to Rs. 1.18 Crand seeking initiation of Corporate Insolvency
Resolution Process against the Company. The said dispute has been settled before the Hon''ble Supreme Court and the
matter now stands resolved. The details of the same are given above.
8. There are no shares lying in Demat suspense account or unclaimed suspense account.
The Company has complied with all the provisions of the secretarial standards as applicable to the Company.
The Company being listed on SME Exchange. Para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 in
connection with disclosures in the annual report are not applicable to the Company.
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the
code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Codeâ), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent
misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its
Directors, designated employees and other employees.
The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and
other employees from trading in the securities of Vanta Bioscience Limited at the time when there is unpublished price sensitive
information.
OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent Sexual Harassment of Women at Workplace a new act âThe Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013â has been notified on 9th December, 2013. The company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has adopted âAnti-Sexual Harassment Policyâ constituted âRedressal Committee" as required under section 4 (1)
of Sexual harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Your Directors place on record their appreciation of the continued patronage extended to the Company by bankers, dealers,
customers, suppliers, employees and shareholders. The trust reposed in your Company by its esteemed customers helped
stabilized growth during the year review.
Your Company also acknowledges the support and guidance received from its Bankers, other government agencies during the
year under review and look forward to continuing support.
For and on behalf of the Board
Dopesh Raja Mulakala MOHAN KRISHNA MULAKALA
Managing Director Director
DIN: 01176660 DIN: 01448535
September 06, 2023
Secunderabad
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting herewith the 2ndAnnual Report on the business of the Company together with the Financial Statements for the financial year ended March 31, 2018.
ABOUT THE COMPANY
Vanta Bioscience is an emerging, full service preclinical contract research organization, operating out of Chennai, India. Vanta Bioscience is established as a center of excellence for GLP toxicology and safety assessment.
FINANCIAL HIGHLIGHTS
The following are the financial highlights of the Company:
(Amount in Rs.)
|
PARTICULARS |
31.03.2018 |
|
Total Revenue |
4,03,87,179 |
|
Total Expenses |
3,72,37,602 |
|
Profit before Tax |
31,49,577 |
|
Current Tax |
6,00,152 |
|
Deferred Tax |
22,76,497 |
|
Profit after Tax |
2,72,928 |
*There were no operations during the financial year 2016-17
LISTING ON SME PLATFORM OF BSE
Pursuant to the initial public offering, the equity shares of the Company were listed on the SME Platform of BSE Ltd w.e.f October 06, 2017 vide BSE Notice 20171005-33 dated October 05, 2017.
DIVIDEND
This being the first year of commercial operations, the Board has not recommended any dividend for the financial year 2017-18.
TRANSFER TO RESERVES
No amount has been transferred to general reserves during the year under review. Reserves and Surplus are disclosed in Note 3 of the financial statements.
DEPOSITS
The Company has neither accepted nor renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. Vyasmurti Madhavrao Shingatgeri (DIN: 07728757), Whole Time Director of the Company is liable to retire by rotation, being eligible offers himself for re-appointment.
During the year under review, the following changes took place on the Board of the Company:
|
S. No |
Name of the Director |
Type of Change |
W.e.f |
|
1 |
Dr. Vyasmurti Madhavrao Shingatgeri (DIN 07728757) |
Regularized as Director and appointment as Whole Time Director for a period of 3 years |
April 01, 2017 (EGM) |
|
2 |
Mr. Dopesh Raja Mulakala (DIN 01176660) |
Change in Designation - Appointed as Managing Director for a period of 3 years |
April 18, 2017 |
|
3 |
Dr. Gonuguntla Kathyayani (DIN 07824881) |
Appointment as Additional Director -Independent Category for 5 years |
May 19, 2017 |
|
4 |
Dr. Padmanabhuni Venkata Appaji (DIN 02614167) |
Regularized as Director |
May 31, 2017 (AGM) |
|
5 |
Dr. Jang Bahadur Gupta (DIN 07751205) |
Regularized as Director |
May 31, 2017 (AGM) |
|
6 |
Dr. Gonuguntla Kathyayani (DIN 07824881) |
Regularized as Director |
May 31, 2017 (AGM) |
|
7 |
Mr. Sadhanala Venkata Rao (DIN 02906370) |
Appointment as Additional Director & CEO for a period of 3 years |
January 05, 2018 |
|
8 |
Mr. Sadhanala Venkata Rao (DIN 02906370) |
Regularized as Director and Appointment as CEO & Whole Time Director |
February 07, 2018(EGM) |
The following are the details of appointment and resignation of KMPs during the year:
|
S. No |
Name |
Type of Change |
W.e.f |
|
1 |
Mr. Zoheb Sultan Ali Sayani |
Appointed as Company Secretary & Compliance officer |
May 02, 2017 |
|
2 |
Mr. Sadhanala Venkata Rao |
Appointment as Chief Financial Officer |
May 02, 2017 |
|
3 |
Mr. Sadhanala Venkata Rao |
Resignation as Chief Financial Officer |
January 05, 2018 |
|
4 |
Mr. Sadhanala Venkata Rao |
Appointment as CEO |
January 05, 2018 |
|
5 |
Mr. A Kiran Kumar |
Appointment of CFO |
July 04, 2018 |
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-one meetings with the Independent Directors. These meetings were intended to obtain Directorsâ inputs on effectiveness of Board/Committee processes. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.
STATUTORY AUDITORS
M/s. KBS & Associates, Chartered Accountants were the first auditors of the Company and have carried out the statutory audit for the FY 2016-17. They were further appointed as the statutory auditors for a period of 5 years in the 1st annual general meeting of the Company held on May 31, 2017.
During the year under review, M/s. KBS & Associates, Chartered Accountants have submitted their resignation letter dated November 09, 2017. The Board in its meeting held on November 09, 2017 noted their resignation and appointed M/s. Mathesh & Ramana, Chartered Accountants as the statutory auditors of the Company to carry out the statutory audit for FY 2017-18. The said appointment was in lieu of the casual vacancy caused and was subject to ratification by shareholders in their meeting.
The shareholders in their extra ordinary general meeting held on February 07, 2018 have ratified their appointment as statutory auditors for FY 2017-18 and the said appointment is valid till the ensuing annual general meeting The Audit Committee and the Board have recommended the appointment of M/s. Mathesh & Ramana, Chartered Accountants (FRN 002020S) as the statutory auditors of the Company for a period of 5 years. The said appointment is subject to the approval of the shareholders in the ensuing annual general meeting. The said resolution is Item No. 3 of the Notice which forms part of this annual report.
In this regard, the Company has received a certificate from the auditor to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITORSâ REPORT
The Auditorsâ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT REPORT
Mr. Tapasvilal Deora of M/s. Tapasvilal Deora & Associates, Practicing Company Secretary were appointed to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules there-under. The secretarial audit report for FY 2017-18 forms part of this Annual Report as Annexure - I.
The Report does not contain any qualification and is self-explanatory and do not call for any further comments.
CHANGES IN THE AUTHORIZED AND PAID UP CAPITAL
During the year under review, the authorized share capital of the Company was increased from Rs. 4.50 Cr to Rs. 7.50 Cr in the extra ordinary general meeting of members held on April 29, 2017.
The following are the details of changes in the paid up capital during the year under review
|
S. No. |
Type of Allotment |
No. of equity shares |
Allotment Date |
|
1 |
Rights Issue |
3,34,000 |
April 28, 2017 |
|
2 |
Rights Issue |
2,36,000 |
May 30, 2017 |
|
3 |
Initial Public Offering |
15,12,000 |
October 05, 2017 |
|
Total |
20,82,000 |
The paid up capital of the Company as at the end of the financial year was Rs.5,72,80,000/- (Rupees Five Crore Seventy Two Lakhs and Eighty Thousand Only) comprising of 57,28,000 (Fifty Seven Lakh and Twenty Eight Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each.
AUDIT COMMITTEE
The Audit Committee was constituted pursuant to a resolution of the Board dated May 9, 2017. The Audit Committee comprises:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Independent Director |
|
Dr. Jang Bahadur Gupta |
Member |
Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director |
STAKEHOLDERSâ RELATIONSHIP COMMITTEE
The Stakeholdersâ Relationship Committee was constituted by a resolution of our Board dated May 9, 2017.The Stakeholdersâ Relationship Committee comprises:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Padmanabhuni Venkata Appaji |
Chairman |
Independent Director |
|
Dr. Jang Bahadur Gupta |
Member |
Independent Director |
|
Mr. Dopesh Raja Mulakala |
Member |
Managing Director |
NOMINATION AND REMUNERATION POLICY
A committee of the Board has been formed which is named as âNomination and Remuneration Committeeâ which has been entrusted with the task to recommend a policy of the Company on Directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure - II.
The Nomination and Remuneration Committee include the following:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Dr. Jang Bahadur Gupta |
Chairman |
Independent Director |
|
Dr. Padmanabhuni Venkata Appaji |
Member |
Independent Director |
|
Dr. Kathyayani Gonuguntla |
Member |
Independent Director |
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 in connection with corporate social responsibility are not applicable to the Company.
VIGIL MECHANISM
A vigil mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
RISK MANAGEMENT POLICY
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companyâs process and policies for determining risk tolerance and review managementâs measurement and comparison of overall risk tolerance to established levels. There are no material risks which threaten the very existence of the company INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls which commensurate with the size of the business of the Company.
The Board has appointed M/s. K B S & Associates., Chartered Accountants (FRN 011208S) as the Internal Auditors of the Company for conducting the Internal Audit of the Company for a period of 3 financial years i.e. from the financial year 2017 - 2018 till the financial year 2019-2020
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directorsâ confirm that
i. in preparation of annual accounts for the financial year ended March 31, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2018 and of the profit and loss of the Company for the year;
iii. the Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;.
v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively
vi. 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-III.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure -IV.
BOARD AND COMMITTEE MEETINGS
The Board and committee meetings of the Company were held in compliance with all the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the secretarial standards.
PARTICULARS OF EMPLOYEES
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year no employee was in receipt of remuneration of Rs. 1.02 Crore or more, or where employed for part of the year was in receipt of Rs. 8.5 Lakh or more a month.
Disclosure under Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - V.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is enclosed as Annexure - VI to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not granted any Loans or given guarantees under Section 186 of the Companies Act, 2013.
The Company has made investments in mutual funds and details of the same are disclosed in Note 43 of the financial statements.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. All related party transactions entered by the Company under Section 188 of the Companies Act, 2013 are at armâs length. These related party transactions have been entered considering the business requirements, administrative convenience and in the best interest of the Company.
Details of material related party transactions under Section 188 of the Companies Act, 2013 are disclosed in AOC-1 enclosed as Annexure VII. The related party transactions have been approved/ratified by the shareholders in the extra ordinary general meeting held on February 07, 2018. Details of all related party transactions are disclosed in Note 31 of the financial statements.
DETAILS OF SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any associate, joint venture or subsidiaries as on March 31, 2018.
There are no companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the financial year 2017-2018.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
4. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.
5. No change in the nature of business of the Company
The Company has complied with all the provisions of the secretarial standards as applicable to the Company The Company being listed on SME Exchange, Para C, D and E of Schedule-V of SEBI (LODR) Regulations, 2015 in connection with disclosures in the annual report are not applicable to the Company.
Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of the continued patronage extended to the Company by bankers, dealers, customers, suppliers, employees and shareholders. The trust reposed in your Company by its esteemed customers helped stabilized growth during the year review.
Your Company also acknowledges the support and guidance received from its Bankers, other government agencies during the year under review and look forward to continuing support.
For and on behalf of the Board
Sd/- Sd/-
Dopesh RajaMulakala Sadhanala Venkata Rao
Managing Director CEO & Whole Time Director
DIN:01176660 DIN:02906370
July 20, 2018
Secunderabad
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