Your Directors have pleasure in presenting herewith the 8th Annual Report on the business of the Company together with theAudited 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 assessmentservices 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 ActivePharmaceutical Ingredients (API), excipients, extractable and leachables including pharmaceutical impurities resulting due tomanufacturing process or due to degradation of the product. VBS also provides expert services for determination of health basedexposure 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
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
-
MAT Credit Availed
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
-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(“NCLT”) dated 27.04.2022 pursuant to which the Board of the Company was suspended and the powers were vested with theappointed IRP. The said order was challenged and appealed by the Promoters of the Company before the National CompanyLaw Appellate Tribunal (“NCLAT”) and the Bench had given an interim stay on the CIRP Proceedings and later upheld the order ofNCLT and the CIRP was initiated again. The matter then went to the Hon'ble Supreme Court and during the course of theproceedings before the Supreme Court, the Parties have settled the entire dispute and the Promoter has undertaken to pay atotal amount of Rs. 90 Lakhs to the operational creditor which shall be full and final settlement of all claims and demands of therespondent, in multiple tranches upto May 15, 2023 as specified in the order dated February 10, 2023 of the Hon'ble SupremeCourt. The order of Supreme court, considering the settlement terms have further directed that the impugned order of NCLTdated 27.04.2022 and NCLAT dated 09.01.2023 shall stand set aside conditional on the appellant observing the schedule forpayment.
The said payment as directed by the Hon'ble Supreme Court was duly made to the operation creditor and the matter standsresolved. Accordingly, the Board of the Company was duly revived and the operations were carried out by the Board post the saidorder.
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 4of 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. DopeshRaja 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 ofdealing 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, bioinformatics, computer-aided drug designing, biotechnology, life sciences, diagnostic services and such other similaractivities.
The paid up capital of VCRL as on March 31,2024 was Rs. 3,00,00,000/-. There were no operations during the year underreview. 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 clinicalstudies in the areas of pharmaceuticals industry, agro, chemical, food cosmetics and medical devices. The name of theCompany 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 ofCEBIS. Accordingly, CEBIS is an in-direct associate of Vanta Bioscience Limited. Kindly refer the Consolidated notes forfurther 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 wasRs. 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%. Thereduction 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 theoverall 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 herewithannexed as Annexure- 1 to this report.
The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has beenplaced on the website of the Company www.vantabio.com. Further, audited annual accounts of each of the subsidiarycompanies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy ofthe 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 thefinancial 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 andsubsequent 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
1
Ms. Vidisha Rathod
Resigned as Company Secretary and Compliance officer ofthe Company w.e.f 10.07.2023
2
Mr. Dopesh Raja Mulakala
Reappointment w.e.f April 18, 2023 for another term of 3 yearsupto April 17, 2026 subject to the approval of the shareholders
The same was approved by the shareholders in the 7th AGMheld on 30.09.2023
3
Dr. Vyasmurti Madhavrao Shingatgeri
Reappointment w.e.f April 1, 2023 for another term of 3 yearsupto March 31, 2026 subject to the approval of theshareholders.
4
Change in designation from Whole Time Director to Directorw.e.f 14.11.2023
Apart from above, there were no changes that took place on the Board and the KMPs of the Company. Subsequent to the end offinancial year, the following changes took place in the Board and KMPs
Ms. Sangeetha Padam Choudhary
Appointed as Company Secretary and Compliance officer ofthe Company w.e.f 01.04.2024
Mr. Mohan Krishna Mulakala
Resignation as Director of the Company w.e.f 20.07.2024
Resignation as Director of the Company w.e.f 19.07.2024
Dr. Padmanabhuni Venkata Appaji
Re-appointment as Independent Director of the Company for a2nd term of 5 years upto May 15, 2028 subject to the approvalof shareholders
5
Dr. Gonuguntla Kathyayani
6
Dr. Yogeswara Rao Danda
Re-appointment as Independent Director of the Company for a2nd term of 5 years upto May 20, 2029 subject to the approvalof shareholders
The Independent Directors of the Company have given the declaration and confirmation to the Company as required underSection 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 orsituation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with anobjective independent judgement and without any external influence. Except Mr. Yogeswara Rao Danda (DIN:00694803), allIndependent Directors are exempted/passed the online proficiency self-assessment test. Mr. Yogeswara Rao Danda shallcomplete the online proficiency self-assessment test within the time lines upon payment of the requisite amount in compliancewith 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 and01.03.2024
• 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, and14.11.2023
• Two (2) Stakeholders Relationship Committee meeting were held on 16.05.2023 and 10.08.2023. The Board andcommittee 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 theCommittees 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, includingbut not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-onemeetings 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 theBoard and of Non-Executive Directors. The Company has proper systems, processes in place for the purpose of evaluation of theBoard individually and as a whole
M/s. Mathesh & Ramana, Chartered Accountants (FRN 002020S) were appointed as the statutory auditors of the Company bythe members in their 2nd AGM held on August 21,2018 for a period of 5 years from the conclusion of the 2nd Annual GeneralMeeting of the Company held on August 21,2018 till the conclusion of 7th Annual General Meeting. Accordingly, the said auditorshave 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 the12th AGM of the Company by the shareholders in their 7th AGM held on 30.09.2023. Accordingly, the said auditors have carriedout the statutory audit for FY 2023-24.
The Standalone and Consolidated Auditors' Report does not contain any qualifications or remarks. However, the reports andnotes have certain observations w.r.t delay in depositing of statutory dues and statutory dues which are outstanding for more than6 months from the date they became payable, loans provided to subsidiaries & also without specifying its terms, default inrepayment 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 goingconcern 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 anegative impact on the functioning of the Company and certain experienced employees of the Company have also left theorganization 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 otherobservations 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. Furtherdetails 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 financialyear 2023-24, as required under Section 204 of the Companies Act, 2013 and rules there-under. The secretarial audit report forFY 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 theCIRP Proceedings on the Company. Various experienced employees handling related issues have left the organization as wellduring the said period. The Company is in the process of taking necessary steps in connection with the same and to regularize thesame. 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 upcapital of the Company as at the end of the financial year was Rs.6,31,20,000/- (Rupees Six Crore Thirty-One Lakh and TwentyThousand 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
Chairman
Independent Director
Dr.Yogeswara Rao Danda
Member
Managing Director
The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulationsand all other matters as required under the Companies Act and SEBI (LODR) Regulations. The Committee also reviews thefinancial statements before they are placed before the Board. The Board of Directors of the Company have accepted all therecommendations given by the Audit Committee. The Committee is formed and functions in accordance with the provisions of theCompanies Act and SEBI LODR regulations as applicable.
The Company has a duly constituted stakeholders relationship committee. The Committee comprises of the following members:
The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations asapplicable.The Company has a duly constituted “Nomination and Remuneration Committee”. The Committee has formulated apolicy. The sailent features are - it provides for Directors' appointment and remuneration, including criteria for determiningqualifications, 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 thesame 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. Therewas no change in the policy during the year under review.
The Nomination and Remuneration Committee include the following:
Dr. Kathyayani Gonuguntla
The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations asapplicable.
The provisions of Section 135 of the Companies Act, 2013 in connection with corporate social responsibility are not applicable tothe Company.
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the applicable SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle-Blower Policy for directors, employees and otherstakeholders 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 overseesCompany's process and policies for determining risk tolerance and review management's measurement and comparison ofoverall 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 theCompany 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 saidauditors 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 estimatesthat are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of thefinancial 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 accordancewith the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraudand 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 financialcontrols 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 suchsystems 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 ofthe same is https://www.vantabio.com/investor-relations/
Disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed asAnnexure - IV.
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during thefinancial year no employee was in receipt of remuneration of Rs. 1.02 Crore or more, or where employed for part of the year wasin 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 DisclosureRequirements) 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 theshareholders in accordance with Section 186 of the Companies Act, 2013. The Company is in compliance with the provisions ofSection 186 of the Companies Act.
The Company has investments in its Wholly Owned Subsidiary - Vanta Clinical Research Limited. Details of loans, investmentsand guarantees as applicable are disclosed in Note 12 of the financial statements and also at other places in the financialstatements.
The equity shares of the Company are listed on the SME Platform of BSE Ltd. The Company confirms that the annual listing feesto 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 CompaniesAct, 2013 are not applicable to the Company.
There were no materially significant related party transactions with the Company's Promoters, Directors, Management or theirrelatives, which could have had a potential conflict with the interests of the Company. All related party transactions entered by theCompany under Section 188 of the Companies Act, 2013 are at arm's length and in the ordinary course of business. Theserelated 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 sharesof its Wholly owned subsidiary - Vanta Clinical Research Limited. Further, the Company has also entered transactions with bothits 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 dated19.07.2024 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 necessaryapplication with BSE Ltd for their approval. The said application has been kept on hold by BSE Ltd. owing to outstanding SOP finelevied by BSE ltd and to be paid by the Company for certain non-compliances under SEBI (LODR) Regulatons. The Companyhas filed a waiver request and awaiting revert from BSE on the waiver application. Necessary steps will be taken by theCompany accordingly.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions onthese 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 concernstatus and Company's operations in future.
4. No material changes and commitments affecting the financial position of the Company have occurred between the end ofthe 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 9of Insolvency and Bankruptcy Code, 2016 before the National Company LawTribunal, Hyderabad Bench by Mr. S VenkataRao (Whole Time Director & CEO of the Company who has resigned w.e.fclosing hours of January 04, 2021) alleging to adefault in payment of salary and interest thereon aggregating to Rs. 1.18 Crand seeking initiation of Corporate InsolvencyResolution Process against the Company. The said dispute has been settled before the Hon'ble Supreme Court and thematter 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 andRegulation 6(1) of SEBI (LODR) Regulations for certain quarters. The Company has filed waiver applications requestingBSE to waive off the penalty as the said non-compliances were majorly during the period when the Company was being runby 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 inconnection 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, thecode of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code”), as approved by the Board fromtime to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to preventmisuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by itsDirectors, designated employees and other employees.
The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees andother employees from trading in the securities of Vanta Bioscience Limited at the time when there is unpublished price sensitiveinformation.
In order to prevent Sexual Harassment of Women at Workplace a new act “The Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013” has been notified on 9th December, 2013. The company has complied withprovisions 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 “Anti-Sexual Harassment Policy” constituted “Redressal 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 helpedstabilized growth during the year review.
Your Company also acknowledges the support and guidance received from its Bankers, other government agencies during theyear under review and look forward to continuing support.
Managing Director Independent Director
DIN: 01176660 DIN: 01448535
September 06, 2024Secunderabad