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Vanta Bioscience Ltd.

BSE: 540729 Sector: Others
NSE: N.A. ISIN Code: INE695X01011
BSE 13:01 | 24 Jan 121.00 6.50
(5.68%)
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130.00

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NSE 05:30 | 01 Jan Vanta Bioscience Ltd
OPEN 130.00
PREVIOUS CLOSE 114.50
VOLUME 7500
52-Week high 195.50
52-Week low 105.00
P/E 168.06
Mkt Cap.(Rs cr) 76
Buy Price 118.00
Buy Qty 750.00
Sell Price 127.35
Sell Qty 750.00
OPEN 130.00
CLOSE 114.50
VOLUME 7500
52-Week high 195.50
52-Week low 105.00
P/E 168.06
Mkt Cap.(Rs cr) 76
Buy Price 118.00
Buy Qty 750.00
Sell Price 127.35
Sell Qty 750.00

Vanta Bioscience Ltd. (VANTABIOSCIENCE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting herewith the 4thAnnual Report on the business of the Company together with the Audited FinancialStatements for the financial year ended March 31 2020.

OUR BUSINESS

Vanta Bioscience Limited (VBS) is a preclinical contract researchorganization offering a host of preclinical safety assessment services for clientele fromPharmaceutical Medical Devices Nutraceuticals Feed Additive Biotech AgrochemicalsCosmetics and Chemical industries. In addition we also provide risk assessment servicesfor evaluating the safety of the Active Pharmaceutical Ingredients (API) recipientsextractable and bleachable including pharmaceutical impurities resulting due tomanufacturing process or due to degradation of the product. VBS also provides expertservices for determination of health based exposure limits (e.g. permitted daily exposure(PDE) or allowable daily exposure (ADE) including occupational exposure limits (OEL) forpharmaceutical manufacturers.

FINANCIAL HIGHLIGHTS

The following are the financial highlights of the Company:

(Amount in Rs.)

Standalone Basis

Consolidated Basis

PARTICULARS 31.03.2020 31.03.2019 31.03.2020 31.03.2019
Total Revenue 142218550 126536666 142530128 126536666
Total Expenses 129338113 115560585 129111363 115505005
Profit before Tax 12880437 10976081 13418765 11031660
Current Tax 2164199 2289357 2353969 2303808
MAT Credit Availed 944986 - 944986 -
Deferred Tax 1881192 1749145 1881192 1749145
Profit after Tax 9780032 6937578 10128590 6978707
Less: Minority Interest - - 83444 13915
Profit 9780032 6937578 10045146 6964792

DIVIDEND

The Board has not recommended any dividend for the financial year2019-20.

TRANSFER TO RESERVES

No amount has been transferred to general reserves during the yearunder review. Reserves and Surplus are disclosed in Note 4 of the financial statements.

DEPOSITS

The Company has neither accepted nor renewed any deposits from publicas defined under the provisions of Companies Act 2013 and Companies (Acceptance ofDeposits) Rules 2014. However the Company has obtained loan from Mr. Dopesh RajaMulakala (DIN 01176660) Managing Director of the Company. Details of the same aredisclosed in Note 7 of the Financial Statements.

SUBSIDIARIES:

Your Company has 2 subsidiaries details of which are given below:

Vanta Clinical Research Limited (VCRL)

VCRL was incorporated as a Wholly Owned Subsidiary of Vanta BioscienceLimited 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 vaccinesgene-based therapies in vitro ex-vivo and in vivo techniques for screening and evaluationof drugs dermaceuticals and cosmetics clinical data management statistical analysispharmacovigilance medical writing bio informatics computer-aided drug designingbiotechnology life sciences diagnostic services and such other similar activities.

The paid up capital of VCRL as on March 31 2020 was Rs. 30000000/-.The total revenue earned during the year was Rs. 453307/- as against a total expenditureof Rs. 370083/-. The Profit after tax was Rs. 14784/-.

VCRL is a 100% subsidiary of our Company and has contributed an amountof Rs. 14784/- to the overall performance of the Company.

Vayam Research Solutions Limited(VRSL)

VRSL was incorporated as a 51% Subsidiary of VCRL on October 10 2018with the object of carrying business of providing research and development full range ofclinical studies in the areas of pharmaceuticals industry agro chemical food cosmeticsand medical devices. Accordingly VRSL is a step down subsidiary of Vanta BioscienceLimited.

During the year under review the holding of the Company was increasedfrom 51% to 75.38% pursuant to allotment of 1980000 equity shares of Rs. 10/- by meansof a rights issue.

The paid up capital of VRSL as on March 31 2020 was Rs. 39800000/-.The total revenue earned during the year was Rs. 4901000/- as against a totalexpenditure of Rs. 4456474/-.

The Profit after tax was Rs. 333774/-.

VRSL is a step down subsidiary of our Company and has contributed anamount of Rs. 251599/-to the overall performance of the Company.

The statement containing the salient features of the subsidiaries asper sub-sections (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014of the Companies Act 2013 in Form AOC-1 is herewith annexed as Annexure- I to thisreport.

The Annual Report of the Company containing therein its standalone andthe consolidated financial statements has been placed on the website of the Companywww.vantabio.com. Further audited annual accounts of each of the subsidiary companieshave also been placed on the website of the Company. Shareholders interested in obtaininga physical copy of the audited annual accounts of the subsidiary companies may write tothe Company Secretary requesting for the same.

There were no associates or joint ventures of the Company as on the endof financial year March 31 2020. There were no companies which have ceased to be oursubsidiaries joint ventures or associate companies during the financial year 2019-20.

DETAILS OF DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act2013 Mr. Mohan Krishna Mulakala (DIN: 01448535) Director of the Company is liable toretire by rotation being eligible offers himself for re-appointment.

During the year under review the following changes took place:

Name of Director Type of change With effect from
Dr. Yogeswara Rao Danda (DIN: 00694803) Appointed as Additional Director (Independent) May 22 2019
Dr. Jang Bahadur Gupta (DIN 07751205) Resigned as Independent Director of the Company May 22 2019
Dr. Yogeswara Rao Danda (DIN: 00694803) Regularized as Director (Independent) for a period of 5 years in the 3rd AGM September 27 2019
Mr. Dopesh Raja Mulakala (DIN: 01176660) Re-appointed as Managing Director of the Company for a period of 3 years subject to approval of the shareholders in the Board Meeting held on March 10 2020 April 18 2020
Dr. Vyas MurtiMadhavraoShingeteri (DIN: 07728757) Re-appointed as Whole Time Director of the Company for a period of 3 years subject to approval of the shareholders in the Board Meeting held on March 10 2020 April 1 2020

Apart from above there were no changes that took place on the Board ofthe Company.

INDEPENDENT DIRECTORS

The Independent Directors of the Company have given the declaration andconfirmation to the Company as required under Section 149(7) of the Companies Act 2013and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 confirming that they meet the criteria of independence and that they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgement and without any external influence.

Dr. Yogeswara Rao Danda (DIN: 00694803) was appointed as IndependentDirector of the Company during the year under review. The Board is of the opinion that heholds the requisite integrity expertise proficiency and experience as IndependentDirector of the Company. Dr. Yogeswara Rao Danda (DIN: 00694803) and the other independentdirectors shall complete the online proficiency self-assessment test with in the time lineas prescribed under the Act.

DETAILS OF KEY MANAGERIAL PERSONNELS

Mr. Dopesh Raja Mulakala Managing Director (DIN: 01176660) Mr.Sadhanala Venkata Rao CEO & Whole Time Director (DIN: 02906370) Dr. VyasmurtiMadhavrao Shingatgeri Whole Time Director (DIN: 07728757) Mr. Kiran Kumar AnnabatulaChief Financial Officer and Mr. Zoheb Sultan Ali Sayani Company Secretary are KeyManagerial Personnels of the Company.

There were no other appointments or resignations of Key ManagerialPersonnels during the year under review.

MEETINGS OF THE BOARD AND COMMITTEES

During the year under review Five (5) Board Meetings Four (4) AuditCommittee meetings three (3) Nomination and Remuneration Committees and two (2)Stakeholders Relationship Committee meeting were held.

The Board and committee meetings of the Company were held in compliancewith all the applicable provisions of the Companies Act 2013 SEBI (LODR) Regulations2015 and the secretarial standards.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board evaluatedthe effectiveness of its functioning and that of the Committees and of individualdirectors by seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices participation in the long-term strategicplanning and the fulfilment of Directors' obligations and fiduciary responsibilitiesincluding 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. Thesemeetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes. Further the Independent Directors at their meeting reviewed theperformance of Board Chairman of the Board and of Non-Executive Directors.

STATUTORY AUDITORS

M/s. Mathesh & Ramana Chartered Accountants (FRN 002020S) wereappointed as the statutory auditors of the Company by the members in their 2ndAGM held on August 21 2018 for a period of 5 years from the conclusion of the 2ndAnnual General Meeting of the Company held on August 21 2018 till the conclusion of 7thAnnual General Meeting.

Accordingly the said auditors have carried out the audit for FY2019-20.

AUDITORS' REPORT

The Auditors' Report does not contain any qualificationsobservations or remarks. Notes to Accounts and Auditors remarks in their report areself-explanatory and do not call for any further comments.

There were no frauds reported by the Statutory Auditors of the Companyduring the year under review.

SECRETARIAL AUDIT REPORT

Tapasvilal Deora & Associates Practicing Company Secretary wereappointed to conduct the secretarial audit of the Company for the financial year 2019-20as required under Section 204 of the Companies Act 2013 and rules there-under. Thesecretarial audit report for FY 2019-20 forms part of this Annual Report as Annexure– II. There are no other observations qualifications or remarks in the reportand is self-explanatory and do not call for any further comments.

CHANGES IN THE AUTHORIZED AND PAID UP CAPITAL

The Authorized Share Capital of the Company is Rs. 75000000/-(Rupees Seven Crore and Fifty Lakhs only) and the the paid up capital of the Company as atthe end of the financial year was Rs.63120000/- (Rupees Six Crore Thirty-One Lakh andTwenty Thousand Only)comprising of 6312000 (Sixty-Three Lakh and Twelve Thousand) equityshares of Rs. 10/- (Rupees Ten Only) each.

During the year under review there was no change in the authorized andpaid up share capital of the Company.

UTILIZATION OF PROCEEDS FROM PREFENTIAL ISSUE

The Company had issued 584000 equity shares of Rs. 10/- each at apremium of Rs. 75/-on preferential basis in FY 2018-19. The same has been fully utilizedfor the purposes it was raised and as mentioned in the explanatory statement to the noticeof extra ordinary general meeting held on September 29 2018 . The utilization schedule isgiven below

(Amount In Lakhs)

Proceeds from Preferential Allotment Utilization 496.40
Investment in Subsidiary 343.00
General Corporate & Working Capital 123.40
Issue Expenses 25.00
Balance Investment in liquid funds 5.00
Total 496.40

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee. The Audit Committeecomprises of:

The Committee inter alia reviews the Internal Control System Reportsof Internal Auditors and Compliance of various regulations and all other matters asrequired under the Companies Act and SEBI (LODR) Regulations. The Committee also reviewsthe financial statements before they are placed before the Board. The Board of Directorsof the Company have accepted all the recommendations given by the Audit Committee.

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

STAKEHOLDERS' RELATIONSHIP COMMITTEE

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

A committee of the Board has been formed which is named as"Nomination and Remuneration Committee" which has been entrusted with the taskto recommend a policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters and to frame proper systems for identification appointment ofDirectors & KMPs Payment of Remuneration to them and evaluation of their performanceand to recommend the same to the Board from time to time. Nomination and RemunerationPolicy of the Company is enclosed herewith as Annexure – III.

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 connectionwith corporate social responsibility are not applicable to the Company.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 and the applicable SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Vigil Mechanism or Whistle-Blower Policy for directorsemployees and other stakeholders to report genuine concerns has been established. The sameis also uploaded on the website of the Company www.vantabio.com

RISK MANAGEMENT POLICY

The Risk Management is overseen by the Audit Committee of the Companyon a continuous basis. The Committee oversees Company's process and policies fordetermining risk tolerance and review management's measurement and comparison ofoverall risk tolerance to established levels. There are no material risks which threatenthe very existence of the company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls which commensuratewith the size of the business of the Company.

The Board had appointed M/s. K B S & Associates. CharteredAccountants (FRN 011208S) as the Internal Auditors of the Company for conducting theInternal Audit of the Company upto FY 2019-20. Accordingly the said auditors have carriedout the internal audit for FY 2019-20. There were no observations or remarks reported bythe said auditors of the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 YourDirectors' confirm that:

i. In preparation of annual accounts for the financial year ended March 31 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year endedMarch 31 2020 and of the profit and loss of the Company for the year;

iii. The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The Directors had devised proper systems to ensure compliance with the provisionsof 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 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure-IV.

ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT-9 is being uploaded on the website of the Company and thus is not being annexed tothis Annual Return. The link of the same is https://www.vantabio.com/investor-relations/Further Form MGT 7 - the annual return of the Company for FY 2019-20 shall also beuploaded on the website of the Company as soon as it is filed with the Registrar ofCompanies. The link of the same is https://www.vantabio.com/investor-relations/

PARTICULARS OF EMPLOYEES

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 during the financial year no employee was in receipt ofremuneration of Rs. 1.02 Crore or more or where employed for part of the year was inreceipt 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

The Management Discussion and Analysis Report as required underSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is enclosed as Annexure - VI to this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The loans investment and gurantees provided by the Company during theyear has not exceeded the limit approved by the shareholders in accordance with Section186 of the Companies Act 2013.

The Company has invested in its Wholly Owned Subsidiary Vanta ClinicalResearch Limited. Details of the same are disclosed in Note 12 of the financialstatements.

LISTING ON SME PLATFORM OF BSE

The equity shares of the Company are listed on the SME Platform of BSELtd. The Company confirms that the annual listing fees to the stock exchanges for thefinancial year 2020-21 have been paid.

COST RECORDS

The provisions of cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 are not applicable to theCompany.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions withthe Company's Promoters Directors Management or their relatives which could havehad a potential conflict with the interests of the Company. All related party transactionsentered by the Company under Section

188 of the Companies Act 2013 are at arm's length and in theordinary course of business. These related party transactions have been enteredconsidering the business requirements administrative convenience and in the best interestof the Company.

The Company has entered into any transactions with person or entitybelonging to the promoter/promoter group which holds 10% or more shareholding in ourCompany. Details of the same are disclosed in Note 32 of the financial statements.

DISCLOSURE OF RELATED PARTY TRASACTIONS WITH SUBSIDIARIES

The Company has invested an amount of Rs. 30000000/- (Rupees ThreeCrore Only) towards subscription to the equity shares of its Wholly owned subsidiary -Vanta Clinical Research Limited. Further the Company has also entered businesstransactions with both its subsidiaries- Vanta Clinical Research Limited and VayamResearch Solutions Limited

Details of all related party transactions with the subsidiary companiesare disclosed in Note 32 of the financial statements.

GENERAL

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

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.

3. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

4. No material changes and commitments affecting the financial positionof 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 secretarialstandards as applicable to the Company.

The Company being listed on SME Exchange. Para C D and E of Schedule Vof SEBI (LODR) Regulations 2015 in connection with disclosures in the annual report arenot applicable to the Company.

INISDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations 1992 read with SEBI (Prohibition of Insider Trading) Regulations 2015 asamended from time to time the code of conduct for prevention of insider trading and theCode for Corporate Disclosures ("Code") as approved by the Board from time totime are in force by the Company. The objective of this Code is to protect the interestof shareholders at large to prevent misuse of any price sensitive information and toprevent any insider trading activity by dealing in shares of the Company by its Directorsdesignated employees and other employees.

The Company also adopts the concept of Trading Window Closure toprevent its Directors Officers designated employees and other employees from trading inthe securities of Vanta Bioscience Limited at the time when there is unpublished pricesensitive information.

POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of theSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 ("Regulations") on Preservation of the Documents to ensuresafe keeping of the records and safeguard the Documents from getting manhandled while atthe same time avoiding superfluous inventory of Documents.

OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has adopted "Anti-Sexual Harassment Policy" constituted "RedressalCommittee" as required under section 4 (1) of Sexual harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewthere were no cases filed/registered pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the continuedpatronage extended to the Company by bankers dealers customers suppliers employees andshareholders. 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 fromits Bankers other government agencies during the year under review and look forward tocontinuing support.

For and on behalf of the Board

Dopesh Raja Mulakala SadhanalaVenkata Rao
Managing Director CEO & Whole Time Director
September 02 2020 DIN: 01176660 DIN: 02906370
Secunderabad

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