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DIRECTOR'S REPORT

Vanta Bioscience Ltd.

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Market Cap. (₹) 69.43 Cr. P/BV 3.12 Book Value (₹) 35.25
52 Week High/Low (₹) 195/70 FV/ML 10/750 P/E(X) 99.73
Bookclosure EPS (₹) 1.10 Div Yield (%) 0.00
Year End :2018-03 

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 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.

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.

AUDITORS’ REPORT

The Auditors’ 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

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated May 9, 2017.The Stakeholders’ 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 “Nomination and Remuneration Committee” which has been entrusted with the task to recommend a policy of the Company on Directors’ 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 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 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 Directors’ 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 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. 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 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

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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