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Vista Pharmaceuticals Ltd.

BSE: 524711 Sector: Health care
NSE: N.A. ISIN Code: INE427C01021
BSE LIVE 15:27 | 18 Oct 47.10 -0.40
(-0.84%)
OPEN

47.00

HIGH

47.95

LOW

46.05

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 47.00
PREVIOUS CLOSE 47.50
VOLUME 40797
52-Week high 54.15
52-Week low 15.50
P/E 109.53
Mkt Cap.(Rs cr) 135
Buy Price 46.50
Buy Qty 149.00
Sell Price 47.10
Sell Qty 100.00
OPEN 47.00
CLOSE 47.50
VOLUME 40797
52-Week high 54.15
52-Week low 15.50
P/E 109.53
Mkt Cap.(Rs cr) 135
Buy Price 46.50
Buy Qty 149.00
Sell Price 47.10
Sell Qty 100.00

Vista Pharmaceuticals Ltd. (VISTAPHARMA) - Auditors Report

Company auditors report

TO THE MEMBERS OF

VISTA PHARMACEUTICALS LIMITED (AND REDUCED)

Report on the Financial Statements

We have audited the accompanying financial statements of Vista PharmaceuticalsLimited (And Reduced) ("the Company") which comprise the Balance Sheet asat 31st March 2016 the Statement of Profit and Loss the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and otherexplanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on ouraudit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India

a) in case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2016;

b) in the case of Statement of Profit and Loss of the profit for the year ended onthat date; and

c) in the case of Cash Flow Statement of the cash flows for the year ended on thatdate.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act (hereinafterreferred to the "Order") and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure - 1 a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

2 As required by Section 143 (3) (i) of the Companies Act 2013 we had given inAnnexure - 2 the report on Internal Financial Controls over Financial Reporting.

3. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account and with the accountsof the branches

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialstatements as notes to accounts in note no. IV (c) to notes to accounts.

ii. In our opinion and as per the information and explanations provided to us TheCompany did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

FOR PRV ASSOCIATES
Chartered Accountants
Firm Reg. No. 06447S
Sd/-
(CH. VENKATRAMAYYA)
Place: Hyderabad PARTNER
Dated: 27-05-2016 Membership No. 009867

ANNEXURE-1 TO THE INDEPENDENT AUDITORS REPORT

(Referred to in Paragraph 1 under section (Report on the Other Legal and RegulatoryRequirements of our report even date)

(i) (a) According to the information and explanations given to us the Company ismaintaining proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) According to the information and explanations given to us majority of the fixedassets have been physically verified by the management during the year. There is a phasedprogram of verification which in our opinion is at reasonable having regard to the size ofthe company and the nature of its assets. No material discrepancies were noticed on suchverification;

(c) All the title deeds of the immovable properties are held in the name of theCompany.

(ii) According to the information and explanations given to us the inventories havebeen physically verified at reasonable intervals by the management and no materialdiscrepancies were noticed on such verification.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to the companies firms or other parties coveredin the register maintained under section 189 of companies' act 2013.

Accordingly the sub-clauses (a) and (b) are not applicable to the company

(iv) According to the information and explanations given to us the Company has notgranted any loans nor has it made any investments or given any guarantee or securitieswhich are covered under the provisions of section 185 and 186 of Companies' act 2013.

(v) According to the information and explanations given to us the Company has notaccepted any deposits in terms of the directives issued by Reserve Bank of India and theprovisions of Sections 73 to 76 or any other relevant provisions of the Companies Act2013 and the rules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records undersubsection (1) of section 148 of the Companies Act 2013.

(vii) (a) In our opinion and according to the information and explanations given to usthe company is not regular in depositing undisputed statutory dues like provident fundemployees state insurance tax deducted at source professional tax with the appropriateauthorities. In our opinion and according to the information and explanations given to usstatutory dues outstanding as at the last day of the financial year under audit for aperiod of more than six months from the date they became payable are ESI Rs.695317/-Provident Fund 220298/- TDS payable 546109/- and Professional Tax Rs.42251/-

(b) In our opinion and according to the information and explanations given to us thedues of income tax which have not been deposited on account of dispute are as under-

The Income Tax Department has raised a demand of Rs.38658242/- for the assessmentyear 2006-07 on the premise that the interest waived by IDBI under One time settlement ofdues was income for the aforesaid assessment year. The company's appeal against the orderof CIT at the tribunal was settled in favor of the company. The departmental appeal in theHigh Court of Andhra Pradesh was also settled in favor of company. The dept has preferredan appeal against the orders of the Honorable high court of Andhra Pradesh at the SupremeCourt the matter is pending disposal at the Supreme Court.

(viii) According to the information and explanations given to us the company has notdefaulted in repayment of dues to a financial institution or bank during the year. Thereare no debenture holders.

(ix) According to the information and explanations given to us during the year underreview the Company has not raised any money by way of initial public offer furtherpublic offer or term loans and hence the reporting requirement on the purpose ofapplication of the same is not warranted.

(x) According to the information and explanations given to us and based upon the auditprocedures performed by us no fraud by the Company or on the Company committed by itsofficers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us none of the promoterdirectors of the company including managing director have received any remuneration duringthe financial year except professional whole time director. The managerial remunerationpaid to other managerial personal including professional whole time director during theyear is more than the limits prescribed under the provisions of Section 197 read withSchedule V Part II section II (B) of the Companies Act 2013. The amount paid in excess ofthe limits prescribed is Rs.19.11 lakhs no steps are reported for securing the refund ofthe same.

Management Reply

Company has not paid remuneration to any other managerial personnel’ except forone professional whole-time director i.e. Mr. Chalapathi Rao.

As per Schedule V and section 197 (Overall maximum managerial remuneration) ofCompanies Act 2013 Managerial personnel refers to: managing or whole-time director or amanager. ‘Chief Financial Officer’ and ‘Company Secretary’ are notreferred as managerial personnel under the provisions of section 197 and schedule V of theAct and thereby limits specified thereof doesn’t apply to a CFO & CS.

Mr. Chalapathi Rao was appointed as Whole-time Director by the members of thecompany at the 24th Annual General meeting of the company and members have authorized theNomination and Remuneration committee to fix the remuneration of Whole time Director. TheCommittee has in compliance with provisions of section 197 read with schedule V Part IIsection II (B) of the Companies Act 2013 fixed the remuneration of Mr. Chalapathi Rao atRs. 1800000/- per annum.

The total net profits under section 197 is 20335052 as on 31st March2016. Profitsof the company were inadequate to pay remuneration as approved by the committee and due tosuch inadequacy in profits Mr. Chalapati Rao will be entitled to remuneration as per thelimits specified under schedule V of the Companies Act2013 which is Rs. 42 lakhs perannum based on the net effective capital of the Company i.e Rs. 112094579/- incompliance with Schedule V of the Companies Act 2013 ?. Payment of remuneration amountingto Rs. 1800000/- per annum to Mr. Chalapathi Rao Whole Time Director is within thespecified limits under schedule V of the Companies Act2013.?

Since the amount paid to Mr. Chalapathi Rao Whole time Director is within the limitsspecified under Companies Act 2013 there is no requirement for refund of same. Yourcompany is in compliance with provisions of Companies Act2013.

(xii) As the Company is not a Nidhi Company in terms of the provisions of the CompaniesAct 2013 read with Nidhi Rules 2014 the matters to be reported under clause (xii) arenot applicable.

(xiii) According to the information and explanations given to us in respect of thetransactions with the related parties the Company has complied with the provisions ofSection 177 and 188 of the Companies Act. 2013 wherever applicable.

In our opinion the details as required by the applicable accounting standards havebeen disclosed in the financial statements for the year under review.

(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review. Hence reporting requirement oncompliance with Section 42 of the Companies Act 2013 and purpose of application of thefunds so raised is not applicable.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him andhence reporting requirement on compliance with the provisions of Section 192 of theCompanies Act 2013 is not applicable.

(xvi) According to the information and explanations given to us and in our opinion theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

FOR PRV ASSOCIATES
Chartered Accountants
Firm Reg. No. 06447S
Sd/-
(CH. VENKATRAMAYYA)
Place: Hyderabad PARTNER
Dated: 27-05-2016 Membership No. 009867

ANNEXURE - 2 TO THE INDEPENDENT AUDITOR'S REPORT:

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act"):

We have audited the internal financial controls over financial reporting of VISTAPHARMACEUTICALS LIMITED (AND REDUCED) ("the Company") as of March 31 2016 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that Pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and Providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

FOR PRV ASSOCIATES
Chartered Accountants
Firm Reg. No. 06447S
Sd/-
(CH. VENKATRAMAYYA)
Place: Hyderabad PARTNER
Dated: 27-05-2016 Membership No. 009867