Vista Pharmaceuticals Limited
Your Directors have pleasure in presenting the 25th Annual Report togetherwith the audited statements of account for the year ended 31st March 2016.
Financial summary or highlights/Performance of the Company
The financial results of the company are as follows:
| || ||(Amount in Rs.) |
|Particulars ||31-03-2016 ||31-03-2015 |
|Revenue from Operations ||153795936 ||137465989 |
|Other Income ||245304 ||83326 |
|Total Revenue ||154041240 ||137549315 |
|Expenses ||135506188 ||114519408 |
|Depreciation ||10151745 ||10457835 |
|Profit / (loss) Before exceptional and extraordinary items and Tax ||8383307 ||12565071 |
|Less: exceptional and extraordinary items ||- ||- |
|Profit/ ( loss) Before Taxation ||8383307 ||12565071 |
|Less: - Current Tax || || |
|- Income Tax (Earlier years) || || |
|- Deferred Tax ||(1131653) ||(1051092) |
|Profit / (loss) After Tax ||7741481 ||13616163 |
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. 15.40 Croresas against Rs. 13.75 Crores in the previous year. The Company earned the profit after taxof Rs. 77.41 lakhs as against the profit in the previous year of Rs. 136.16 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.
No dividend has been recommended by Board of Directors for the financial year 2015-16.
Transfer to reserve
There were no transfers to Reserves during the financial year 2015-2016.
The authorised share capital of the company as on March 31 2016 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 2016 is Rs.50000000 /- divided into 25000000 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.
Reduction of Share Capital
The Ho'ble High court for the State of Telangana and Andhra Pradesh had vide its orderdated 20th April 2015 approved the Scheme for Reduction of share Capital of the Companypursuant to which the Authorised share capital of the Company stands reduced to Rs.150000000 divided into 75000000 Equity shares of Rs 2/- each and the paid up sharecapital of the company stands reduced to Rs. 50000000 divided into 25000000 Equityshares of Rs 2/- each.
The Company has got listing and trading approval for 25000000 Equity shares on03.02.2016 and 24.05.2016 respectively.
1. The Board of Directors of Vista Pharmaceuticals Limited (the Company) atits meeting held on 09.10.2012 has approved the Scheme for Reduction of Share Capital.
2. The Shareholders of the Company at its Extraordinary general meeting held on15.11.2012 approved the Scheme of reduction.
3. The Scheme for Reduction of Share Capital was approved by the Honable Highcourt of Hyderabad for the state of Telangana and Andhra Pradesh on 20/04/2015
4. Form INC-28 for registration of Order and minute for reduction of Share capital ofthe Company pursuant to section 100-104 of the Companies Act 1956 was filed withRegistrar of Companies Telangana and Andhra Pradesh on 21/05/2015 and the same wasapproved on 11/06/2015
5. Pursuant to the Scheme of Reduction of Share capital the Company shall reduce itsfully paid up equity share capital from Rs. 150000000 (Rupees Fifteen Crores) dividedinto 15000000(One Crore Fifty Lakhs only) Equity Shares of Rs. 10/-( Rupees Ten only)each to Rs. 50000000 (Rupees Five Crores) divided into 5000000(Fifty Lakhs only)equity shares of Rs.10/-( Rupees Ten only) each whereby 2/3rd of shares are extinguishedout of total paid up capital of the Company
6. Pursuant to the Scheme of reduction of capital each of the paid shares of Rs.10/-(Rupees Ten only) each is split into Rs.2/- (Rupees Two only) per share.
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 1st2015. 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 2015-2016 toBSE where the Company's Shares are listed.
The following appointments to the Board are proposed:
Approval of the shareholders is being sought for the appointment of Mr. MallemHanumantha Rao (DIN: 00129311) as Director (Non Executive) of the Company who retire byrotation at the ensuing Annual General Meeting of the Company and being eligible offerhimself for re-appointment in accordance with the provisions of the Companies Act andpursuant to Articles of Association of the Company. Your Board recommends his re-appointment.
Dr. Stanley Prabhakar Reddy was appointed as an Additional Director of the Company witheffect from 26.09.2016 who being eligible for appointment and in respect of whom theCompany has received a notice in writing under Section 160(1) of the Act from membersproposing their candidature for the office of Director.
During the year ten (10) Board Meetings were convened and held. The Board meetings wereheld on 20.04.2015 28.05.2015 11.06.2015 02.07.2015 07.09.2015 10.08.201512.11.2015 08.12.2015 09.12.2015 and 09.02.2016The intervening gap between the Meetingswas not more than 120 days as prescribed under the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholders RelationshipCommittees.
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.
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 the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed and there have been nomaterial departures there from;
b) That the accounting policies mentioned in notes to the Financials Statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profits of the Company for the year ended on thatdate;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis; e)That proper internal financial controls have been laid down to be followed by the Companyand such internal financial controls are adequate and operating effectively.
f) That proper systems are in place to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Constitution and Composition of Audit Committee
The Audit Committee of the Company is duly constituted as per section 177 of thecompanies act 2013. Composition and Scope of Audit Committee is as follows
The following are the members of the Audit Committee:
|S.No Name of the Director ||Designation ||Category |
|1. Mr. G Narendra ||Chairman ||Independent Non-Executive |
|2. Mr. M H Rao ||Member ||Non-Executive |
|3. Mr. Vani Vatti ||Member ||Independent Non-Executive |
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
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
M/s. PRV Associates Chartered Accountants Hyderabad who retire at this AnnualGeneral Meeting have signified their willingness for reappointment and accordinglyDirectors have recommended the reappointment of M/s PRV Associates Chartered AccountantsHyderabad who confirmed their eligibility under Section 139(1) of the Companies Act2013.
The Audit Committee and the Board recommends the appointment of M/s. PRV AssociatesChartered 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.
Reply to Secretarial Audit Report
Management is taking steps to ensure timely compliance of the payments under thevarious acts mentioned in he report.
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 assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing 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 in place in the Company enables the Company to proactivelytake care of the internal and external risks of the Company and ensures smooth businessoperations.
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 Significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
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 12013 andno amount of principal or interest was outstanding as on the Balance Sheet date.
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:
(A) Conservation Of Energy
|POWER AND FUEL CONSUMPTION ||2015-2016 ||2014-2015 |
|1. ELECTRICITY || || |
|a. Purchased units(KWH) ||340162 ||313668 |
|Total Amount (in Rs.) ||3225984 ||2948657 |
|Unit Rate (in Rs.) ||9.7 ||9.4 |
|b. Own Generation || || |
|(Through Diesel Generator) Units ||32341 ||35522 |
|Unit per litre of diesel oil ||5.84 ||5.27 |
|Cost/Unit(Rs.) ||10.66 ||10.49 |
|2. COAL ||- || |
|3. FURNANCE OIL(Diesel Oil for Boiler) Quantity (in litres) ||32531 ||37653 |
|Total Amount (in Rs.) ||1701697 ||2278409 |
|Average Rate/Litre (in Rs.) ||52.13 ||60.51 |
(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 technology been fully absorbed
d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof.
No technology is imported during financial year 2015-2016
(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: 847.38 Lakhs
Foreign Exchange Outflows: 65.26 Lakhs
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
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) 2015provisions relating to Corporate governance are 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) Regulations2015 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 2015-16.
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 2015-16:
|No. of complaints received: ||- NIL - |
|No. of complaints disposed off: ||- NIL |
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.
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 |
|Place: Hyderabad ||Director ||Managing Director |
|Date: 12-08-2016 ||DIN No: 03270178 ||DIN No: 00610909 |