Veeda Clinical Research Limited 20th Annual Report F.Y. 2023-2024 summary:
Veeda Clinical Research Limited will hold its Twentieth Annual General Meeting (AGM) on Friday, December 13th, 2024, at 1100 hours at its Corporate Office in Ahmedabad, Gujarat. The agenda includes the following business:
**Ordinary Business:**
1. To receive, consider, and adopt:
* Audited financial statements for the year ended March 31st, 2024, along with the reports of the Board of Directors and Auditors.
* Audited consolidated financial statements for the year ended March 31st, 2024, along with the report of Auditors.
2. To appoint a Director in place of Mr. S. N. Vinaya Babu (DIN: 01373832), who retires by rotation and is eligible for re-appointment. A resolution will be proposed to re-appoint him as a Director.
3. To appoint a director in place of Mr. Apurva Shah (DIN: 00378260), who retires by rotation and is eligible for re-appointment. A resolution will be proposed to re-appoint him as a Director.
**Special Business:**
4. To approve the increase in remuneration payable to Mr. Nitin Deshmukh (DIN: 00060743), the Independent Non-Executive Director and Chairman. A resolution will be proposed to pay him INR 2.08 lakh per month inclusive of all benefits plus GST, subject to applicable taxes, with effect from October 1st, 2024.
5. To approve the increase in remuneration payable to Mr. Rakesh Bhartia (DIN: 00877865), the Independent Non-Executive Director. A resolution will be proposed to pay him INR 2.08 lakh per month inclusive of all benefits plus GST, subject to applicable taxes, with effect from October 1st, 2024.
Regarding remuneration increases for Mr. Nitin Deshmukh and Mr. Rakesh Bhartia, the Nomination and Remuneration Committee recommended an increase of INR 10 lakh per year for each director, resulting in a total remuneration of INR 2.08 lakh per month for each. The Board subsequently approved this recommendation on October 25th, 2024. The Board recommends the approval of the resolutions related to these increases.
Notes regarding the AGM: The Board of Directors had approved the application for an extension of timeline for holding an Annual General Meeting of the Company, The Registrar of Companies, Gujarat approved the request and considered the extension of 1 month and 0 days for holding of an Annual General Meeting.
A member entitled to attend and vote can appoint a proxy, who need not be a member. Proxies must be deposited at the registered office 48 hours before the meeting. Corporate members sending representatives must provide certified Board Resolutions/Power of Attorney. All documents are available for inspection at the registered office.
Directors' Report: Veeda Clinical Research Limited:
Financial Highlights:
The company presents its 20th Annual Report, including audited financial statements for the year ended March 31, 2024. The following is a summary of financial performance:
| PARTICULARS | STANDALONE (INR in millions) | CONSOLIDATED (INR in millions) |
| --------------------------------------- | ----------------------------- | ----------------------------- |
| | 2023-24 | 2022-23 | 2023-24 | 2022-23 |
| Revenue of Operations | 2,754.48 | 2,961.53 | 3,887.77 | 4,095.78 |
| Other Income | 175.61 | 91.47 | 192.13 | 106.32 |
| Profit before Interest, Depreciation, Amortization & Tax | 455.20 | 635.62 | 714.51 | 1140.54 |
| Interest and Financial charges | 58.73 | (53.32) | 148.35 | (138.82) |
| Depreciation | 350.21 | (211.32) | 533.57 | (380.25) |
| Share of profit / (loss) from joint venture and associate (net of tax) | - | - | - | (26.67) |
| Exceptional Items | - | - | - | - |
| Profit/(Loss) before taxes | 46.26 | 370.98 | 32.59 | 594.80 |
| Current Tax | 37.71 | (126.14) | (97.98) | (192.79) |
| Adjustment of tax relating to earlier years | (9.69) | (0.12) | 8.19 | 2.93 |
| Deferred Tax | (12.34) | 14.80 | 53.62 | 19.29 |
| Profit / (Loss) for the Year | 30.58 | 259.52 | (3.58) | 424.23 |
Business Performance:
* Standalone: Revenue was INR 2,754.48 million compared to INR 2,961.53 million the prior year. Profit was INR 30.58 million compared to INR 259.52 million the prior year.
* Consolidated: Revenue was INR 3887.77 million compared to INR 4,095.78 million the prior year. The company had a loss of INR (3.58) million
Dividend: The directors do not recommend a dividend on equity shares for the year ended March 31st, 2024, to conserve resources for future growth.
Transfer to Reserves: The directors do not recommend any amount to be transferred to any reserve.
Major Events during the Year:
* Acquisition of additional stake in M/s. Bioneeds India Private Limited, increasing stake.
* Raised INR 1060 million through preferential allotment on a private placement basis.
* Board approved the purchase of Bio-Pharma division of the Subsidiary Company i.e. Bioneeds India Private Limited and purchase of business from the Joint Venture Company i.e. Ingenuity Biosciences Private Limited.
* Incorporation of Wholly Owned Subsidiary in Ireland: Veeda Clinical Research Ireland Limited
* Subscribing Further Shares of Wholly Owned Subsidiary i.e Veeda Clinical Research Ireland Limited.
* Acquisition of Equity Shares of Health Data Specialists Ireland Limited.
As of the report date, the company owns 91.00% of shareholding of M/s. Bioneeds India Private Limited.
The company has invested in equity shares and Compulsory Convertible Preference Shares of Veeda Clinical Research Ireland Limited (a wholly owned subsidiary).
The company aims to list the company's equity shares on one or more recognized stock exchanges.
There are no material orders passed by regulators, courts, or tribunals impacting the company's operation.
The authorized share capital is Rs. 36,44,06,800, comprising of 18,22,03,400 Equity Shares of Rs.2 each. During the year, 1,01,05,860 equity shares were allotted.
100% of the Company's paid-up Equity Share Capital is in dematerialized form as on March 31st, 2024.
The Company has adequate internal control systems.
Key aspects of the internal control system include adherence to accounting standards/policies, preparation of budgets, and asset safeguards. The company also uses an external audit firm as an internal auditor.
There were no outstanding deposits as defined by the Act.
During the financial year, the company provided a loan to the Ingenuity Biosciences Private Limited. There was Investment through
acquisition of 196 Ordinary Shares and 98 C Ordinary Shares of in Health Data Specialists by subsidiary company
There were also investments made Equity Shares of Veeda Clinical Research Ireland in Bioneeds India and Health Data Specialists.
The company has altered the Articles of Association.
Directors affirm that applicable accounting standards have been followed, policies are consistently applied, proper care is taken for accounting records, and the annual accounts are prepared on a going concern basis with adequate internal controls.
The company received declarations from independent directors meeting independence criteria.
The Board is satisfied with the integrity, expertise, and experience of the independent directors. A Nomination and Remuneration Policy is in place. The company has a robust Risk Management Policy. A Whistle Blower Policy is in place.
All contracts/arrangements with related parties were at arm's length.
The Company has a Corporate Social Responsibility (CSR) Committee and policy. The Chief Financial Officer certified that CSR spends were utilized as approved.
The company has not taken any loans from banks or financial institutions and hence the difference in valuation is not applicable.
Veeda continues to focus on attracting, hiring, training, and inducting top industry talent.
The Company consistently enables employees to be empowered, happy, and enthusiastic about their work. The total rewards program emphasizes equality.
M/s. SRBC & Co. LLP were appointed as Statutory Auditors. Their report does not contain any qualification, reservation, or adverse remark, except with respect to CARO.
M/s. Pradip R. Shah & Co. was appointed as Internal Auditor. M/s. Tushar Vora & Associates was appointed as Secretarial Auditor. The Secretarial Audit Report has no qualification, reservation, or adverse remark.
Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable.
The Annual Return is available on the company's website.
The company has complied with all applicable provisions of Secretarial Standard-1 and Secretarial Standard-2.
The Company's facilities are adequately insured.
Information is provided on conservation of energy, technology absorption, and foreign exchange earnings/outgo in Annexure-F.
The Company is committed to a workplace free of Sexual Harassment, and a redressal mechanism for complaints is in place.
Details are provided on Corporate Identity Number and details of top 10 employees' remuneration.
Information is provided on Auditors, Share Capital and related details, and Internal Control Systems and their Adequacy.
Veeda's vision statement embodies a focus on increasing its relevance to its clients and being their preferred partners. Veeda intends to increase presence across regulated markets in the US and the EU and increase the focus on pre-clinical services.
