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Vista Pharmaceuticals Ltd.

BSE: 524711 Sector: Health care
NSE: N.A. ISIN Code: INE427C01021
BSE 15:40 | 21 Feb 41.50 -0.80
(-1.89%)
OPEN

42.30

HIGH

43.90

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NSE 05:30 | 01 Jan Vista Pharmaceuticals Ltd
OPEN 42.30
PREVIOUS CLOSE 42.30
VOLUME 41283
52-Week high 54.15
52-Week low 20.00
P/E 69.17
Mkt Cap.(Rs cr) 119
Buy Price 41.50
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.30
CLOSE 42.30
VOLUME 41283
52-Week high 54.15
52-Week low 20.00
P/E 69.17
Mkt Cap.(Rs cr) 119
Buy Price 41.50
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00

Vista Pharmaceuticals Ltd. (VISTAPHARMA) - Director Report

Company director report

To

The Members

Vista Pharmaceuticals Limited

Your Directors have pleasure in presenting the 26th Annual Report together with theaudited statements of account for the year ended 31st March 2017.

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:

(Amount in Rs )

Particulars 31-03-2017 31-03-2016
Revenue from Operations 241819369 153795936
Other Income 573831 245304
Total Revenue 242393200 154041240
Expenses 220979116 135506187
Depreciation 10150787 10151745
Profit / (loss) Before exceptional and extra 11263297 8383308
ordinary items and Tax
Less: exceptional and extraordinary items - -
Profit/ ( loss) Before Taxation 11263297 8383308
Less: - Current Tax 2449560
- Income Tax (Earlier years) 1773480
- Deferred Tax (926454) (1131653)
Profit / (loss) After Tax 11513671 7741481

Brief description of the Company's working during the year/State of Company's affair

During the financial year your Company has registered a turnover of Rs. 24.24 Croresas against Rs. 15.40 Crores in the previous year. The Company earned the profit after taxof Rs. 115.13 lakhs as against the profit in the previous year of Rs. 77.41 lakhs.

Material Changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

There are no other Material Changes and Commitments affecting the financial position ofthe Company which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.

Dividend

No dividend has been recommended by Board of Directors for the financial year 2016-17.

Transfer to reserve

There were no transfers to Reserves during the financial year 2016-17.

Share Capital

The authorised share capital of the company as on March 31 2017 is Rs. 150000000/-divided into 75000000 equity shares of Rs. 2/- each.

Issued subscribed and paid up capital of the company as on March 31 2017 is Rs.53142572 /- divided into 26571286 equity shares of Rs.2/- each.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

There was an increase in share capital of the company from 50000000 to 53142572due to issue of 1571286 equity shares of Rs. 2 /- issued at premium of Rs. 22.05 to Non-Promoter on Preferential basis.

Listing

The Securities Exchange Board of India (SEBI) on September 02nd 2015 has issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with an aim toconsolidate and streamline the provisions of listing agreement for different segments ofcapital market to ensure better enforceability. The said regulations were effective fromDecember 1st 2015. Accordingly all listed entities were required to enter into theListing Agreement within 6 months from the effective date. The Company entered intoListing agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE where the Company's Shares are listed.

Directors and Key Managerial Personnel: Proposed Appointments:

The following appointments to the Board are proposed:

Approval of the shareholders is being sought for the appointment of Mr. STANLEYPRABHAKAR REDDY (DIN: 07614532) as Director of the Company who retire by rotation at theensuing Annual General Meeting of the Company and being eligible offer himself forre-appointment in accordance with the provisions of the Companies Act and pursuant toArticles of Association of the Company.

Your Board recommends his re- appointment.

Meetings

During the year under review 7 (Seven) Board Meetings were convened and held. The Boardmeetings were held on 27.05.2016 12.08.2016 24.10.2016 11.11.2016 13.02.201707.03.2017 31.03.2017 The intervening gap between the Meetings was not more than 120days as prescribed under the Companies Act 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and StakeholdersRelationship Committees.

Declaration by Independent Directors

A declaration has been received by all the Independent Directors of the Company thatthey meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Companies Act 2013.

A meeting of the Independent Directors was held on 12-08-2016 which was attended by theIndependent Directors. The Independent Directors have evaluated the performance of theNon-Independent Directors the Board as a whole and the Chairman of the Board. The Boardwas briefed on the deliberations made at the Independent Directors Meeting.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134 in the Companies Act 2013 the Board ofDirectors of the Company make the following statements to the best of their knowledge andbelief and according to the information and explanations obtained by them: a) That in thepreparation of the annual financial statements for the year ended March 31 2017 theapplicable accounting standards have been followed and there have been no materialdepartures there from; b) That the accounting policies mentioned in notes to theFinancials Statements have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profits of theCompany for the year ended on that date; c) That proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) That the annual financial statements havebeen prepared on a going concern basis; e) That proper internal financial control has beenlaid down to be followed by the Company and such internal financial controls are adequateand operating effectively. f) That proper systems are in place to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.

Audit Committee

The Audit Committee of the Company is duly constituted as per section 177 of thecompanies act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.. Composition and Scope of Audit Committee is as followsThe following are the members of the Audit Committee:

Name of the Director Designation Category
1. Mr. G Narendra Chairman Independent Non-Executive
2. Mr. M H Rao Member Non-Executive
3. Ms. Vani Vatti Member Independent Non-Executive

During the Period under review Audit committee has met 5 times in a year.

Audit Committee Meetings

Date of meeting Total No of Directors as on the date of meeting Number of Directors attended
1. 27-5-2016 03 03
2. 12-8-2016 03 02
3. 24-10-2016 03 03
4. 11-11-2016 03 02
5. 13-2-2017 03 02

Scpoe of Committee:

The terms of reference of the Audit Committee include the following:

a. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

b. Recommending the appointment removal of external auditors fixation of audit feeterms of appointment and also approval for payment for any other services.

c. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the Board for approval focusing primarily on:

• Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

• Any changes in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgmentby management;

• Qualifications in the draft audit report;

• Significant adjustments made in the financial statements arising out of audit;

• The going concern assumption;

• Compliance with accounting standards;

•?Compliance with listing and legal requirements concerning financial statements;d. Reviewing with the management and auditors and the adequacy of internal controlsystems;

e. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

f. Reviewing with the management the quarterly financial statements and auditor'sreport before submission to the Board for approval;

g. Reviewing with the management the statement of uses/application of funds raisedthrough an issue the statement of funds utilized for purposes other than those stated inthe offer document/prospectus/notice and the report submitted by the monitoring agencymonitoring the utilisation of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter; h. Approval or anysubsequent modification of transactions of the listed entity with related parties;

i. Scrutiny of inter-corporate loans and investments; j. Valuation of undertakings orassets of the listed entity wherever it is necessary; k. Evaluation of internal financialcontrols and risk management systems;

l. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

m. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

n. To review the functioning of the whistle blower mechanism;

o. Approval of the appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate.

p. Composition name of members and Chairperson

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

15. Nomination and Remuneration Committee:

The Company had constituted the Nomination and Remuneration Committee under section 178of the Companies Act2013.

(a) Composition Meetings and Attendance during the year

The Nomination and Remuneration Committee comprises of the following threeNon-Executive cum Independent directors and it meets twice in a year.

Name of the Director Status Nature of Directorship
Mr. M.H. Rao Chairman Independent Non-Executive
Mr. Gilaka Narendra Member Independent Non-Executive
Ms. Vatti Vani Member Independent Non-Executive

(b) Selection and Evaluation of Directors

The Board has bases on recommendations of the nomination and remuneration Committeelaid down following policies:

1. Policy for Determining qualifications Positive Attributes and Independence of aDirector

2. Policy for Board & Independent Directors Evaluation

(c) Performance Evaluation of Board Committees and Directors

The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;

a. More effective board process b. Better collaboration and communication c. Greaterclarity with regard to members roles and responsibilities d. Improved chairman –managing directors and board relations The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

(d) Remuneration Policy for Directors

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197 (12)of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended forms part of thisreport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company

Statutory Auditors

V. Kishore Kumar & Associates Chartered Accountants has been appointed asstatutory auditors of the company by the board at their meeting held on_24.10.2016 tofill the casual vacancy arised due to non –appointment of M/s. PRV & associatesas statutory auditors of the company at the 25th annual general meeting of thecompany.

V. Kishore Kumar & Associates Chartered Accountants were appointed upto the 26thAGM of the Company. However they have signified their willingness for reappointment andaccordingly Board recommends the re appointment of M/s. V. Kishore Kumar & Associatesas Statutory Auditors of the Company who confirmed their eligibility under Section 139(1)of the Companies Act 2013 for a period of 4 years(subject to ratification at everySubsequent AGM)

The Audit Committee and the Board recommends the appointment of M/s. V. Kishore Kumar& Associates Chartered Accountants as Statutory Auditors of the Company.

Replies to Auditors' Report

Observations made by the auditor are suitably replied in the notes and accountswherever required.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Manoj KumarKoyalkar M/s. AGR Reddy & Co Practicing Company Secretary has been appointed asSecretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed asAnnexure to this report.

Cost Auditors

The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no Cost Auditors are appointed.

Internal Audit & Controls

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished.

Risk management policy

The Risk Management Policy is in place in the Company enables the Company toproactively take care of the internal and external risks of the Company and ensures smoothbusiness operations.

The Company's risk management policy ensures that all its material risk exposures areproperly covered all compliance risks are covered and the Company's business growth andfinancial stability are assured. Board of Directors decide the policies and ensure theirimplementation to ensure protection of Company from any type of risks.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT 9 is given as Annexure to this report.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No other significant and material order has been passed by the regulators courtstribunals impacting the going concern status and Company's operations in future.

Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act orunder the corresponding provisions of Section 73 and 74 of the Companies Act 2013 and noamount of principal or interest was outstanding as on the Balance Sheet date.

Subsidiary & Associates/Joint Ventures

Company does not have any subsidiary and associate company

Particulars of loans guarantees or investments under section 186

Details of loans and guarantees given and investments made under Section 186 of the Actare given in the Notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto are disclosed inForm No. AOC-2 as Annexure to this report.

There were no material significant related party transactions made by the Company withthe Promoters Directors Key Managerial Personnel or the Senior Management which may havea potential conflict with the interest of the Company at large. None of the Directors hadany pecuniary relationship or transactions with the Company except the payments made tothem in the form of remuneration sitting fee and commission.

Conservation of energy technology absorption and foreign exchange earnings and outgo

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2015 are as follows:

7. Conservation Of Energy

POWER AND FUEL CONSUMPTION 2016-17 2015-16
1. ELECTRICITY
a. Purchased units(KWH) 445962 340162
Total Amount (in Rs.) 4358487 3225984
Unit Rate (in Rs.) 9.77 9.7
b. Own Generation
(Through Diesel Generator) Units 29301 32341
Unit per litre of diesel oil 5.29 5.84
Cost/Unit(Rs.) 9.66 10.66
2. COAL
3. FURNANCE OIL(Diesel Oil for Boiler) Quantity (in litres) 10178 32531
Total Amount (in Rs.) 643306 1701697
Average Rate/Litre (in Rs.) 63.2 52.13

(B) Technology absorption

(i) The efforts made towards technology absorption:

The Company has neither absorbed nor adopted any new technology. The company has alsonot made any innovation in technology other than the R&D.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: No benefits derived in the year under review.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

a) the details of technology imported b) the year of import; c) whether the technologybeen fully absorbed

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof. No technology is imported during financial year 2016-17

(iv) No expenditure incurred on Research and Development

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: 1839.26 Lakhs

Foreign Exchange Outflows: 202.09 Lakhs

Human Resources

Your Company treats its "Human Resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

Corporate Governance

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) 2015provisions relating to Corporate governance is not applicable to your company andtherefore there is no separate report on corporate governance.

Management's Discussion and Analysis

Management Discussion and Analysis Report pursuant to Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this report andsame is annexed.

Corporate Social Responsibility

The provisions w.r.t. CSR are not applicable to the Company therefore the Company hadnot constituted CSR committee during the year 2016-17.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Obligation of Company Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17:

No. of complaints received: - NIL -
No. of complaints disposed off: - NIL -

Personnel

Your Directors place on record their appreciation for the services rendered by theemployees. The relation between the management and the employees has been cordialthroughout the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and Contribution during the year. The Directors would also like to thank theemployees shareholders Customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.

By order of the Board

for VISTA PHARMACEUTICALS LIMITED

Sd/- Sd/-
N.V. Chalapathi Rao Dr. Dhananjaya Alli
Wholetime Director Managing Director
Place: Hyderabad DIN No: 03270178 DIN No: 00610909
Date: 18-08-2017