vista pharmaceuticals · pdf fileemail: [email protected] registered office...

VISTA PHARMACEUTICALS LIMITED

24th Annual Report 2014-15 1

BOARD OF DIRECTORS

Dr. Dhananjaya Alli Managing Director (Promoter, Executive)

Dr. Stanley Prabhakar Reddy Director (Promoter, Executive)

Mr. M. H. Rao Director (Promoter, Executive)

Mr. G. Narendra Director (Independent, Non-Executive)

Ms. Vani Vatti Director (Independent, Non-Executive)

Mr. K. Rajendra Prasad Nominee Director APIDC

Mr. Chalapathi Rao N.V Additional Director

Key Managerial Personnel

Dr. Dhananjaya Alli Managing Director

Ms. Lakshmi Adduri Company Secretary

Mr. Suneel Pachipala Chief Financial Officer

Corporate Identity Number: L24239TG1991PLC012264

Corporate Office

7-1-212/A/70, 1st Floor, Plot No. 85, Shivbagh,

Ameerpet, Hyderabad - 500 016, Telangana.

Ph. : 040-65581585, Fax : 040-23741585

Email: [email protected]

Registered Office

Plot Nos. 10 to 14 and 16 to 20,

APIIC Industrial Estate, Chityal, Gopalaipalli Village,

Narketpally Mandal Nalgonda District, Telangana.

Ph. : 09291015956, Fax : 08682-272551

E-mail: [email protected]

Statutory Auditors

M/s. PRV Associates

3-6-203, Himayatnagar

Hyderabad - 500029

Bankers

State Bank of India

Balkampet branch,

Hyderabad - 500038

State Bank of Hyderabad

Panjagutta, Hyderabad - 500482

State Bank of Hyderabad,

Chityal Branch, Chityal

Nalgonda ( District)

Alahabad Bank

Himayatnagar Branch

Hyderabad


24th Annual Report 2014-152

SHARE TRANSFER AGENTS & DEMAT REGISTRARS

M/s. Aarthi Consultants Private Ltd.

H.No. 1-2-285, Domalguda, Hyderabad - 500 029

Ph.Nos. : 040-27634445 /27638111 / 27642217

Fax No. : 040-27632184

E-mail: [email protected].

WEBSITE:

www.vistapharmaceuticals.com

Compliance officer

Ms. Lakshmi Adduri

Company Secretary

IMPORTANT COMMUNICATION TO MEMBERS

1. The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by

allowing paperless compliances by the Companies and has issued circulars stating that service of

the notice/documents including Annual Report can be sent by e-mail to its members. To support

this green initiative of the Government in full measure, members who have not registered their e-

mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic

holding with the Depository through their concerned Depository Participants. Members who hold

shares in physical form are requested to register the same with the following addresses.

Corporate Office:7-1-212/A/70, 1st Floor, Plot No. 85

Shivbagh, Ameerpet

Hyderabad - 500 016

Ph. 040-65581585

Fax 040-23741585

Email: [email protected]

Aarthi Consultants Private LtdRegistered Office :

H.No. 1-2-285, Domalguda

Hyderabad - 500029

Ph. Nos. 040-27634445/27638111/27642217

Fax No. 040-27632184


2. SEBI has made it mandatory for every participant in the Securities/Capital Market to furnish the

details of Income Tax Permanent Account Number (PAN). Accordingly, all the shareholders holding

shares in physical form are requested to submit their details of PAN along with photocopy of both

sides of PAN card, duly attested to the Demat Registrar and Share Transfer Agent of the Company,

M/s Aarthi Consultants Private Ltd as above.



NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the 24th Annual

General Meeting of the Members of M/s Vista

Pharmaceuticals Limited will be held on MONDAY,

the 7th day of September, 2015 at 11.30 A.M at the

Registered office of the Company i.e., Plot Nos.

10 to 14and 16 to 20 APIIC Industrial Estate,

Gopalaipalli Village, Narketpally Mandal, Nalgonda

District, Telangana to transact the following

business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited

financial statements for the year ended 31st

March, 2015 along with Notes, Directors'

Report and Auditors' Report thereon.

2. To appoint a Director in place of Mr. Mallem

Hanumantha Rao who retires by rotation and

being eligible, offers himself for re-

appointment.

3. To ratify the appointment of Statutory

Auditors of the Company

To consider and if thought fit, to pass with or

without modifications the following

resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions

of Section 139 and 142 and all other applicable

provisions of the Companies Act, 2013 (the

"Act") read with the Companies (Audit and

Auditors) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof for

the time being in force) and pursuant to the

recommendations of the Audit Committee

and as approved by the Board of Directors,

the Company hereby ratifies the

appointment of M/s. PVR Associates,

Chartered Accountants (Firm Registration No.

006447S), as the Statutory Auditors of the

Company to hold office from the conclusion

of this meeting until the conclusion of the

Annual General Meeting to be held for the

financial year 2015-16 on such remuneration

as may be determined by the Board of

Directors of the Company."

Special Business:

4. To consider and if thought fit, to pass, with

or without modification(s), the following


"RESOLVED THAT Mr. N.V. Chalapathi Rao (DIN

03270178), who was appointed as an

Additional Director of the Company with

effect from 06th February, 2015 by the Board

of Directors and who holds office upto the

date of this Annual General Meeting of the

Company under Section 161(1) of the

Companies Act, 2013 (the Act) but who is

eligible for appointment and in respect of

whom the Company has received a notice in

writing under Section 160(1) of the Act, from

Mr. N.V. Chalapathi Rao himself proposing

his candidature for the office of Director, be

and is hereby appointed as Director of the

Company."




"RESOLVED THAT pursuant to Sections 196,

197, 203 and all other applicable provisions

of the Companies Act, 2013, read with

Schedule V to the said Act, and subject to

other approvals as are necessary, Dr.

Dhananjaya Alli (DIN 00610909), be and is

hereby reappointed as Managing Director of

the Company for a period of Five years with

effective from September 7th, 2015 subject

to retire by rotation, without any

remuneration."



"RESOLVED FURTHER THAT for the purposes

of giving effect to the re-appointment, any

of the director of the Company be and is

hereby authorized on behalf of the Company

to do all such acts, deeds, matters and things

as may be deemed or considered necessary

or desirable for such purpose."




"RESOLVED THAT pursuant to Sections 196,

197, 203 and all other applicable provisions

of the Companies Act, 2013, read with

Schedule V to the said Act, and subject to

other approvals as are necessary, Mr. N.V.

Chalapathi Rao (DIN 03270178), be and is

hereby reappointed as Director of the

Company for a period of Five years with effect

from September 7 th, 2015 subject to

retirement by rotation, on the remuneration

and terms and conditions as set out in the

explanatory statement annexed."

"RESOLVED FURTHER THAT in the event of

absence or inadequacy of profits in any year

during his tenure, Mr. N.V. Chalapathi Rao

be paid minimum remuneration as provided

in Schedule V of the Companies Act, 2013."

"RESOLVED FURTHER THAT for the purposes

of giving effect to the re-appointment, any

of the Directors of the Company be and is

hereby authorized on behalf of the Company

to do all such acts, deeds, matters and things

as may be deemed or considered necessary

or desirable for such purpose."

By order of the Board

for VISTA PHARMACEUTICALS LIMITED

Sd/-

N.V. Chalapathi RaoDirector

DIN No: 03270178

Place: Hyderabad

Date: 10.08.2015

Registered OfficePlot Nos. 10 to 14 and 16 to 20,

APIIC Industrial Estate, Chityal,

Gopalaipalli Village,

Narketpally Mandal,

Nalgonda District,

Telangana.



Notes

1. The relevant Explanatory Statement pursuant

to section 102 (1) of the Companies Act, 2013,

in respect of Special Business at the meeting,

is annexed hereto and forms part of this

notice.

2. A statement giving the relevant details of the

Directors seeking appointment and re-

appointment under the accompanyingNotice, as required by Clause 49 of the ListingAgreement entered into with the StockExchanges is annexed herewith. The Directorshave furnished the requisite declarations fortheir appointment/re-appointment.

3. A member entitled to attend and vote isentitled to appoint a proxy to attend andvote instead of himself and the proxy neednot be a member. Proxies in order to beeffective must be received by thecompany not later than forty eight (48)hours before the meeting. Proxiessubmitted on behalf of limited companies,societies, etc., must be supported byappropriate resolutions/authority, asapplicable.

A person can act as proxy on behalf ofMembers not exceeding fifty (50) andholding in the aggregate not more than10% of the total share capital of theCompany. In case a proxy is proposed tobe appointed by a Member holding morethan 10% of the total share capital of theCompany carrying voting rights, then suchproxy shall not act as a proxy for any otherperson or shareholder.

4. During the period beginning 24 hours beforethe time fixed for the commencement of themeeting and ending with the conclusion ofthe meeting, a member would be entitled toinspect the proxies lodged at any time duringthe business hours of the Company, providednot less than three days notice in writing isgiven to the Company

5. Members are requested to bring theirattendance slips duly completed and signedmentioning therein details of their DP ID andClient ID/ Folio No.

6. In case of joint holders attending theMeeting, only such joint holder who is higher

in the order of names will be entitled to voteat the Meeting.

7. Relevant documents referred to in theaccompanying Notice and in the ExplanatoryStatements are open for inspection by theMembers at the Company's Registered Officeon all working days of the Company, duringbusiness hours up to the date of the Meeting.

8. Corporate Members intending to send theirauthorized representatives to attend theMeeting pursuant to Section 113 of theCompanies Act, 2013 are requested to sendto the Company, a certified copy of therelevant Board Resolution together with theirrespective specimen signatures authorizingtheir representative(s) to attend and vote ontheir behalf at the Meeting.

9. Members seeking any information withregard to the Accounts are requested to writeto the Company at an early date, so as toenable the Management to keep theinformation ready at the meeting.

10. The Register of Members and Share TransferBooks of the Company shall remain closedfrom 31st August, 2015 to 7th September, 2015(both days inclusive).

11. Any director himself or any memberintending to propose any person as a directorother than a retiring director, has to give anotice as to his intention to propose him/her as a candidate for that office not lessthan 14 (fourteen) days before the meetingalong with deposit of Rs.1,00,000 (Rupees OneLakh).

12. Members holding shares in dematerializedform (electronic form) are requested tointimate any changes in their respectiveaddresses, bank mandates etc., directly totheir respective Depository Participants

13. The Ministry of Corporate Affairs has taken a"Green Initiative in the Corporate Governance"

by allowing paperless compliances by the

companies and has issued circulars stating

that service of notice/documents including

Annual Report can be sent by e-mail to its

members. To support this green initiative of

the Government in full measure, members

are requested to register their e-mail

addresses in respect of electronic holdings



with the Depository through their concerned

Depository Participants. Members who hold

shares in physical form are requested to send

their e-mail address to the following:

[email protected]

14. The Notice of the AGM along with the Annual

Report 2014-15 is being sent by electronic

mode to those Members whose e-mail

addresses are registered with the Company/

Depositories, unless any Member has

requested for a physical copy of the same.

For Members who have not registered their

e-mail addresses, physical copies are being

sent by the permitted mode.

15. Voting through electronic means:

I. In compliance with provisions of Section

108 of the Companies Act, 2013 and Rule

20 of the Companies (Management and

Administration) Rules, 2014, the Company

is pleased to provide facility to the

members to exercise their right to vote at

the 20th Annual General Meeting (AGM)

by electronic means and the business

may be transacted through Remote E-

Voting platform provided by CDSL.

The instructions for Remote E-Voting are as

under:

i. The voting period begins at 9 A.M. on

4th September,2015 and ends at 5 P.M.

on 6th September,2015 During this

period shareholders of the Company

holding shares either in physical form or

in dematerialized form, as on the cut-off

date, i.e. 29th August, 2015 (End of Day)

may cast their vote electronically. The

Remote E-Voting module shall be

disabled by CDSL for voting thereafter.

ii. The shareholders should log on to the

Remote E-Voting website

www.evotingindia.com during the voting

period.

iii. Click on the "Shareholders" tab.

iv. Now select the "VISTA PHARMACEUTICALS

LIMITED" from the drop down menu and

click on "SUBMIT".

v. Now enter your User-ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID

followed by 8 Digits Client ID,

c. Members holding shares in Physical

Form should enter Folio Number

registered with the Company.

vi. Next enter the Image Verification as

displayed and Click on Login

vii. If you are holding shares in demat form

and had logged on to

www.evotingindia.com and voted on an

earlier voting of any company, then your

existing password is to be used.

viii. If you are a first time user follow the steps

given below:

PAN

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)• Members who have not updated their PAN with the Company / Depository Participant are requested

to use the first two letters of their name and the 8 digits of the sequence number in the PANfield.

• In case the sequence number is less than 8 digits enter the applicable number of 0's before thenumber after the first two characters of the name in CAPITAL letters. Eg: If your name is RameshKumar with sequence number 1 then enter RA00000001 in the PAN field.

• The respective sequence number will be printed on the address sticker of the annual reportcover sent to the shareholders

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said

demat account or folio in dd/mm/yyyy format.

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for thesaid demat account or folio.• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded

with the depository or company please enter the member id / folio number in the Dividend BankDetails field as mentioned in instruction (v).



ix. After entering these details appropriately, clickon "SUBMIT" tab.

x. Members holding shares in physical form willthen directly reach the Company selection screen.However, members holding shares in demat formwill now reach 'Password Creation' menu whereinthey are required to mandatorily enter their loginpassword in the new password field. Kindly notethat this password is to be also used by the dematholders for voting for resolutions of any othercompany on which they are eligible to vote,provided that company opts for e-voting throughCDSL platform. It is strongly recommended not toshare your password with any other person andtake utmost care to keep your passwordconfidential.

xi. For Members holding shares in physical form,the details can be used only for e-voting on theresolutions contained in this notice.

xii. Click on EVSN of VISTA PHARMACEUTICALS LIMITED

xiii. On the voting page, you will see "RESOLUTIONDESCRIPTION" and against the same the option"YES/NO" for voting. Select the option YES or NOas desired. The option YES implies that you assentto the resolution and option NO implies that youdissent to the resolution.

xiv. Click on the "RESOLUTIONS FILE LINK" if you wishto view the entire Resolution details.

xv. After selecting the resolution you have decidedto vote on, click on "SUBMIT". A confirmation boxwill be displayed. If you wish to confirm yourvote, click on "OK", else to change your vote,click on "CANCEL" and accordingly modify yourvote.

xvi. Once you "CONFIRM" your vote on the resolution,you will not be allowed to modify your vote.

xvii. You can also take out print of the voting done byyou by clicking on "Click here to print" option onthe Voting page.

xviii.If Demat account holder has forgotten the samepassword then enter the User ID and the imageverification code and click on Forgot Password &enter the details as prompted by the system.

xix. Note for Institutional Shareholders

a. Institutional shareholders (i.e. other thanIndividuals, HUF, NRI, etc.) are required tolog on to https://www.evoting.co.in andregister themselves as Corporates.

b. A scanned copy of the Registration Formbearing the stamp and sign of the entityshould be emailed [email protected]

c. After receiving the login details they have tocreate a compliance user should be createdusing the admin login and password. TheCompliance user would be able to link theaccount(s) for which they wish to vote on.

d. The list of accounts should be mailed [email protected] and onapproval of the accounts they would be ableto cast their vote.

e. A scanned copy of the Board Resolution andPower of Attorney (POA) which they haveissued in favour of the Custodian, if any,should be uploaded in PDF format in thesystem for the scrutinizer to verify the same.

xx. In case you have any queries or issues regarding,you may refer the Frequently Asked Questions("FAQ's") and e-voting manual available atwww.evotingindia.co.in under help section orwrite an email to [email protected]

I. The Scrutinizers shall within a period notexceeding three (3) working days from theconclusion of the e-voting period unblock thevotes in the presence of at least two (2) witnessesnot in the employment of the Company and makea Scrutinizer's Report of the votes cast in favouror against, if any, forthwith to the Chairman of theCompany.

II. The results shall be declared on or before theAGM of the Company. The results along with theScrutinizer's Report shall be placed on theCompany's website http://www.vistapharmaceuticals.com/ / and on thewebsite of Aarthi Consultants Private Limited.Within two (2) days of passing of the resolutionsat the AGM of the Company and be communicatedto the Stock Exchanges.

16. The Securities and Exchange Board of India (SEBI)has mandated the submission of PermanentAccount Number (PAN) by every participant inthe securities market. Members holding sharesin electronic form are, therefore, requested tosubmit their PAN to the Depository Participantswith whom they maintain their demat accounts.Members holding shares in physical form shouldsubmit their PAN to the Company.

17. In terms of Section 72 of the Companies Act, 2013,a member of the company may nominate a personon whom the shares held by him/her shall vestin the event of his/her death. Members desirousof availing this facility may submit nomination inprescribed Form-SH-13 to the company/RTA incase shares are held in physical form, and totheir respective depository participant, if held inelectronic form.



The following Explanatory Statements, as requiredunder Section 102 of the Companies Act, 2013,set out all material facts relating to the businessunder Item Nos. 4 of the accompanying Noticedated 10/08/2015.

ITEM NO. 4

Mr. N.V. Chalapathi Rao( DIN 03270178), wasappointed as an Additional Director of theCompany with effect from February 6th , 2015 bythe Board of Directors under Section 161, 149 (1)of the Act and Article 94 of the Company's Articlesof Association.

In terms of Section 161(1) of the Act, Mr. N.V.Chalapathi Rao holds office only upto the date ofthe forthcoming AGM but is eligible forappointment as a Director. A notice under Section160(1) of the Act has been received from Mr. N.V.Chalapathi Rao signifying his intention to proposehimself as a Director.

The Directors are of the view that the appointmentof Mr. N.V. Chalapathi Rao, as Director will bebeneficial to the operations of the Company andhence said resolution is being placed before themembers for their approval.

Except Mr. N.V. Chalapathi Rao, none of theDirectors and Key Managerial Personnel of theCompany or their respective relatives areconcerned or interested in this resolution.

ITEM NO: 5

Dr. Dhananjaya Alli (DIN 00610909) was re-appointed as Chairman & Managing Director fora period of 5 years. In terms of the provisions ofthe Companies Act, and the Articles of Associationof the Company, the Nomination andRemuneration Committee of the Board and theBoard of Directors, in its meeting held on August10th 2015 has subject to the approval of theMembers, re-appointed Dr. Dhananjaya Alli (DIN00610909), as the Managing Director for a periodof 5 years with effect from 7th September, 2015without any remuneration.

As required by the Companies Act, 2013, approvalof the members is being sought, for the re-appointment of Dr. Dhananjaya Alli, ManagingDirector.

Your Directors recommend that the said resolutionmay be passed as an Ordinary resolution.

None of the Directors /Key Managerial Personnelof the Company/their relatives except Dr.Dhananjaya Alli is interested or concerned in thesaid resolution. None of the Directors are relatedinter-se.

Item No: 6

Mr. N.V.Chalapathi Rao (DIN 03270178)) wasappointed as Additional Director w.e.f 06.02.2015The Board of Directors, in its meeting held onAugust 10, 2015 proposes to appoint Mr. N.V.Chalapathi Rao, as Whole Time -Director for aperiod of 5 years with effect from September 7thwith an annual remuneration in terms of theprovisions of the Companies Act, 2013 includingother allowances/perquisites and benefits. TheRemuneration Committee shall be authorised toreview and fix monthly salary and also determineperformance linked incentives either on quarterly,half-yearly or yearly basis

In case the Company has no profits or its profitsare inadequate, then the remuneration shall bepaid to him in accordance with the provisions ofthe Companies Act, 2013 read with Schedule V ofthe Act.

As required by the Companies Act, 2013, approvalof the members is being sought, for theappointment of N.V. Chalapathi Rao as Whole TimeDirector.

Your Directors recommend that the said resolutionmay be passed as an Ordinary resolution.

None of the Directors /Key Managerial Personnelof the Company/their relatives except N.V.Chalapathi Rao is interested or concerned in thesaid resolution. None of the Directors are relatedinter-se.


for VISTA PHARMACEUTICALS LIMITEDSd/-

Dr. Dhananjaya AlliPlace: Hyderabad Managing Director

Date: 10.08.2015 DIN No: 00610909

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013



Brief profile of Directors Retiring at the Annual General Meeting of the Company(As per Clause 49 of the Listing Agreement)

Name of the Director Mr. Mallem Hanumantha Rao Mr. N.V. Chalapathi Rao Dr. Dhananjaya Alli

Date of Birth 23.05.1939 22-06-1952 12-06-1950

Date of Appointment 16.06.1993 06-02-2015 01-12-1994

Expertise in specific General management & Manufacturing& General Pharmaceutical

functional areas Marketing (14 Years) management Industry

Qualifications BA.BL(ML) M.Pharm Ph.D., & MS in Pharma

List of other companies

in which directorship is

held as on March 31,

2015 NIL Nil Nil

Chairman/Member of

the Committees of the

Board of the Companies

in which he/she is a

director as on March 31,

2015 NIL Nil Nil

Equity Shares held

in the Company 20000 Nil 20



FORM FOR REGISTRATION OF EMAIL ADDRESS FOR RECEIVING DOCUMENTS /

NOTICES BY ELECTRONIC MODE

To



Hyderabad - 500 029

Company: VISTA PHARMACEUTICALS LIMITED

I agree to receive all documents / notices including the Annual Report from the Company in electronic

mode. Please register my email address given below in your records for sending communication through

email.

Name of Sole / First Holder : _________________________________________________

DP ID / Client ID / Regd. Folio No. : _________________________________________________

PAN No. : _________________________________________________

E-mail Address : _________________________________________________

Date:

Place: (Signature of Member)



DIRECTORS' REPORT

To

The Members

Vista Pharmaceuticals Limited

Your Directors have pleasure in presenting the 24th Annual Report together with the audited statements

of account for the year ended 31st March, 2015.

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:

Particulars 31-03-2015 31-03-2014

Revenue from Operations 13,74,65,989 8,30,16,258

Other Income 83,326 2,97,315

Total Revenue 13,75,49,315 8,33,13,573

Expenses 11,45,26,408 7,08,36,933

Depreciation 1,04,57,835 77,44,387

Profit / (loss) Before exceptional and extraordinary items and Tax 1,25,65,071 47,32,253

Less: exceptional and extraordinary items - -

Profit/ ( loss) Before Taxation 1,25,65,071 47,32,253

Less: - Current Tax

- Income Tax (Earlier years)

- Deferred Tax (10,51,092) 64,398

Profit / (loss) After Tax 1,36,16,163 46,67,855

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. 13.74 Crores as against Rs. 8.33

Crores in the previous year. The Company earned the profit after tax of Rs. 136.16 lakhs as against the profit

in the previous year of Rs. 46.67lakhs.

Material Changes and Commitments, if any, affecting the Financial Position of the Company whichhave occurred between the end of the financial year of the company to which the financial statementsrelate and the date of the report.

Scheme of Reduction of share capital has been approved by the Hon'able High court of Andhra Pradesh

& Telangana vide order dated 20.04.2015. Pursuant to reduction of share capital, the existing Profit & Loss

account debit balance will be reduced from Rs. 10,99,91,165 to Rs. 91,85,811.

There are no other Material Changes and Commitments affecting the financial position of the Company

which occurred between the end of the financial year to which the financial statements relate and the

date of this Report.

Dividend

No dividend has been recommended by Board of Directors for the financial year 2014-15.

Transfer to reserve

There were no transfers to Reserves during the financial year 2014-2015.

(Amount in Rs.)



Share Capital

The Authorised Share Capital of the company as on March 31, 2015 is Rs. 15,00,00,000/- divided into

1,50,00,000 equity shares of Rs.10/- each.

Issued, subscribed and paid up capital of the company as on March 31, 2015 is Rs. 15,00,00,000 /- divided

into 1,50,00,000 equity shares of Rs.10/- each.

Reduction of Share Capital

The Ho'ble High court for the State of Telangana and Andhra Pradesh had vide its order dated 20th April,

2015 approved the Scheme for Reduction of share Capital of the Company pursuant to which, the

Authorised share capital of the Company stands reduced to Rs. 15,00,00,000 divided into 7,50,00,000

Equity shares of Rs 2/- each and the paid up share capital of the company stands reduced to Rs. 5,00,00,000

divided into 2,50,00,000 Equity shares of Rs 2/- each.

Listing

The shares of the Company are listed on Bombay Stock Exchange.

Pursuant to approval of scheme of reduction of share capital by the Ho'ble High court for the State of

Telangana and Andhra Pradesh, an application for listing approval has been made to the Bombay stock

exchange and for which 26.06.2015 was fixed as record date. Pending listing approval from stock exchange,

at present there is no trading of shares.

Directors

In accordance with the Companies Act, 2013 read with Articles of Association of the company Mr. Mallem

Hanumantha Rao is retiring by rotation at this Annual General Meeting and being eligible offer himself

for reappointment.

Mr. N.V. Chalapathi Rao was appointed as an Additional Director of the Company with effect from 06th

February, 2015, who is eligible for appointment and in respect of whom the Company has received a

notice in writing under Section 160(1) of the Act, from Mr. N.V. Chalapathi Rao himself proposing his

candidature for the office of Director.

Mr. N.V. Chalapathi Rao to be appointed as Whole time Director of the Company for a period of 5 years

w.e.f 7th September, 2015

Dr, Dhananjaya Alli to be re-appointed as Managing Director of the Company for a period of 5 years w.e.f

7th September, 2015

Your Board recommends the appointment/ re-appointment of the Directors above.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five (5)

Board Meetings were convened and held. The details of which are given in the Corporate Governance

Report. The intervening gap between the Meetings was not more than 120 days as prescribed under the

Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board

has carried out an annual performance evaluation of its own performance, the Directors individually as

well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship

Committees. The manner in which the evaluation has been carried out has been explained in the Corporate

Governance Report.



Declaration by Independent Directors

A declaration has been received by all the Independent Directors of the Company that they meet the

criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of Directors of the

Company make the following statements, to the best of their knowledge and belief and according to the

information and explanations obtained by them:

a) That in the preparation of the annual financial statements for the year ended March 31, 2015, the

applicable accounting standards have been followed and there have been no material departures

there from;

b) That the accounting policies mentioned in notes to the Financials Statements have been selected and

applied consistently and judgments and estimates have been made that are reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the

profits of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

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 Company and such

internal financial controls are adequate and operating effectively.

f) That proper systems are in place to ensure compliance with the provisions of all applicable 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 the companies act, 2013.

Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed

herewith.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy

for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration

Policy is stated in the Corporate Governance Report.

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 (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies

Act, 2013 the same is open for inspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company Secretary at the

Registered Office of the Company

The ratio of the remuneration of each Director to the median employee's remuneration and other details

in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure -and forms part of this

Report.



Statutory Auditors

M/s. PRV Associates, Chartered Accountants, Hyderabad, who retire at this Annual General Meeting, have

signified their willingness for reappointment and accordingly Directors have recommended the

reappointment of M/s PRV Associates, Chartered Accountants Hyderabad, who confirmed their eligibility

under Section 139(1) of the Companies Act, 2013.

The Audit Committee and the Board recommends the appointment of M/s. PRV 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 accounts wherever required.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. Manoj Kumar Koyalkar, M/s. AGR Reddy

& Co, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report

of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory and do not

call for any further comments.

Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no

Cost Auditors are appointed.

Internal Audit & Controls

The Company has adequate Internal Financial Controls consistent with the nature of business and size of

the operations, to effectively provide for safety of its assets, reliability of financial transactions with

adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures

and to ensure optimum use of available resources. These systems are reviewed and improved on a regular

basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against

approved budget on an ongoing basis.

Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for

Directors and employees to report genuine concerns has been established.

Risk management policy

The Risk Management Policy in place in the Company enables the Company to proactively take care of the

internal and external risks of the Company and ensures smooth business operations.

The Company's risk management policy ensures that all its material risk exposures are properly covered, all

compliance risks are covered and the Company's business growth and financial stability are assured.

Board of Directors decide the policies and ensure their implementation 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 the Companies

(Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is given as

Annexure to this report.

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



The Ho'ble High court for the State of Telangana and Andhra Pradesh had vide its order dated 20th April,

2015 approved the Scheme for Reduction of Share Capital of the Company pursuant to which, the

Authorised Share Capital of the Company stands reduced to Rs. 15,00,00,000 divided into 7,50,00,000

Equity shares of Rs 2/- each and the paid up share capital of the company stands reduced Rs. 5,00,00,000

divided into 2,50,00,000 Equity shares of Rs 2/- each

No other significant and material order has been passed by the regulators, courts, tribunals 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 or under the

corresponding provisions of Section 73 and 74 of the Companies Act, 12013, and no 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 Act are 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 with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length

transactions under third proviso thereto are disclosed in Form No. AOC-2 as Annexure to this report.

There were no material significant related party transactions made by the Company with the Promoters,

Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with

the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions

with the Company, except the payments made to them 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 earnings and outgo

required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts)

Rules, 2015 are as follows:

POWER AND FUEL CONSUMPTION 2014-2015 2013-2014

1. ELECTRICITY

a. Purchased units(KWH) 3,13,668 250,856

Total Amount (in Rs.) 29,48,657 28,23,619

Unit Rate (in Rs.) 9.4 11.25

b. Own Generation

(Through Diesel Generator) Units 35,522 1,21,892

Unit per litre of diesel oil 5.27 6.1

Cost/Unit(Rs.) 10.49 9.93

2. COAL -

3. FURNANCE OIL(Diesel Oil for Boiler) Quantity (in litres) 37,653 38,900

Total Amount (in Rs.) 22,78,409 20,67,398

Average Rate/Litre (in Rs.) 60.51 53.15

(A) Conservation Of Energy



(B) Technology absorption

(i) The efforts made towards technology absorption:

The Company has neither absorbed nor adopted any new technology. The company has also not

made any innovation in technology other than the R&D.

(ii) the benefits derived like product improvement, cost reduction, product development or import

substitution: No benefits derived in the year under review.

(iii) in case of imported technology (imported during the last three years reckoned from 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 reasons thereof.

No technology is imported during financial year 2014-2015

(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 Foreign Exchange outgo

during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: 373.91 Lakhs

Foreign Exchange Outflows: NIL

Corporate Social Responsibility (CSR)

The provisions w.r.t. CSR are not applicable to the Company. Therefore, the Company had not constituted

CSR committee during the year 2014-15.

Human Resources

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

Your Company continuously invests in attraction, retention and development of talent on an ongoing

basis. A number of programs that provide focused people attention are currently underway. Your Company

thrust is on the promotion of talent internally through job rotation and job enlargement

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate

section on Corporate Governance has been incorporated in the Annual Report for the information of the

shareholders.

A certificate from the Auditors of the Company regarding the Compliance of the conditions of Corporate

Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Management's Discussion and Analysis

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part

of this report and same is annexed.



Obligation of Company Under The Sexual Harassment Of Women At Workplace (Prevention, ProhibitionAnd Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual

Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints

Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year

2014-15:

No. of complaints received: - NIL -

No. of complaints disposed off: - NIL

Personnel

Your Directors place on record their appreciation for the services rendered by the employees. The relation

between the management and the employees has been cordial throughout the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and Contribution

during the year. The Directors would also like to thank the employees, shareholders, Customers, suppliers,

alliance partners and bankers for the continued support given by them to the Company and their confidence

reposed in the management.



Sd/- Sd/-

N.V. Chalapathi Rao Dr. Dhananjaya AlliDirector Managing Director

DIN No: 03270178 DIN No: 00610909

Place: Hyderabad

Date: 10-08-2015



Annexure I

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 includingcertain arms length transactions under third proviso thereto (Pursuant to clause (h) of sub-section(3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions at arm's length basis: Nil

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first

proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: Vista Pharmaceuticals INC.,

(b) Nature of contracts/arrangements/transactions: sales

(c) Duration of the contracts/arrangements/transactions: NA

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA

(e) Date(s) of approval by the Board, if any: NA

(f) Amount paid as advances, if any: NIL



Sd/- Sd/-

N.V. Chalapathi Rao Dr. Dhananjaya AlliDirector Managing Director

DIN No: 03270178 DIN No: 00610909

Place: Hyderabad

Date: 10-08-2015



Annexure II

Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerialpersonnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the

company for the financial year:

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive

Officer, Company Secretary or Manager in the financial year.

(iii) The number of permanent employees on the rolls of Company; 35 employees

(iv) In the Financial Year 2014-15, there was a increase of 0.19% in the median Remuneration of employees

(v) The key parameters for the variable component of remuneration availed by the directors are considered

by the Board of Directors based on the recommendations of the Human Resources, Nomination and

Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel

and other Employees.

(vi) Variations in the market capitalization of the company, price earnings ratio as at the closing date of

the current financial year and previous financial year and percentage increase over decrease in the

market quotations of the shares of the company in comparison to the rate at which the company

came out with the last public offer:

S.No Particular As at March 31, 2015 As at March 31, 2014

1. Market Capitalisation 25,95,00,000 472,50,000

2. Price Earning Ratio 19.01 10.16

Market quotations of the shares of the Company in comparison to the rate at which the Company

came out with the last public offer:

The Company made an Initial Public Offer in the year 1994-95 at a price of ` 10/- per equity share (at

par). As on 31st March, 2015 the Market Quotation for the Company's Equity Shares of Rs.10/- each

(Closing Price) is Rs.17.30

S.No Name of the Director Ratio of the remuneration to themedian remuneration of the employees

1. Dr. Dhananjaya Alli NA

2. Mr. M. H. Rao NA

3. Mr. G. Narendra NA

4. Ms. Vani Vatti NA

5. Mr. K. Rajendra Prasad NA

6. Mr. C.Venkata Naraparaju 1.29

7. Dr. Stanley Prabhakar Reddy NA

S.No Name of the KMP Percentage increase in remuneration

1. Dr. Dhananjaya Alli NIL

2. Ms. Lakshmi Adduri NIL

3. Mr. Suneel Pachipala NIL



(vii) Average percentile increase already made in the salaries of employees other than the managerial

personnel in the last financial year and its comparison with the percentile increase in the managerial

remuneration and justification thereof and point out if there are any exceptional circumstances for

increase in the managerial remuneration.

Average percentile increase in the salaries of the employees other than the managerial personnel in

the last financial year is nil and there has been no increase in the managerial remuneration during the

last financial year.

(viii)Comparison of the remuneration of each of the Key Managerial Personnel against the performance of

the Company

(ix) The key parameters for any variable component of remuneration availed by the directors: NA

(x) The ratio of the remuneration of the highest paid director to that of the employees who are not

directors but receive remuneration in excess of the highest paid director during the year. -N.A.-

(xi) The Remuneration paid to Key Managerial Personnel is as per the Remuneration Policy of the Company.

for and on behalf of the Board

for VISTA PHARMACEUTICALS LIMITEDsd/-

Dr. Dhananjaya AlliManaging Director

DIN No: 00610909

S.N

o

Name Remuneration of Key

Managerial

Personnel (Incl.

Commission)

Profit After Tax for

the year

ended 31st March,

2015

Remuneration

of KMP (as %

of PAT)

1. Dr. Dhananjaya Alli, Managing

Director

Nil 1,36,16,163 NA

2. Ms. Lakshmi Adduri, Company

Secretary

Rs. 25000 p.m . 1,36,16,163 0.18

3. Mr. Suneel Pachipala, Chief

Financial Officer

Rs. 25000 p.m. 1,36,16,163 0.18



Annexure III

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURES & DEVELOPMENTS:The Generic Pharmaceutical Manufacturing industry has expanded significantly during the five years

to 2015. Generic pharmaceuticals now account for 86.0% of prescriptions dispensed in the United

States. In the five years to 2015, industry revenue is expected to increase at an average annual rate of

5.5% to $44.5 billion.

2. OPPORTUNITIES & THREATS:Being a Generic Drug manufacturer, your Company is well positioned to perform at its best in coming

years on account of high cost of branded drugs in US market.

U.S Generic industry is poised for a huge growth. Vista is targeting Generic segment of US market with

plans for improved distribution and new markets.

Vista is set to enter into strategic collaboration with reputed US Pharmaceutical Distributors for the

development of ANDAs for future US market.

3. OUTLOOK:In order to meet the changing market realities, your Company has been following the philosophy of

providing the highest quality products and services at the lowest possible prices. All endeavours are

made to achieve possible cost reduction in every area of operations.

Your Company's philosophy to provide high class quality products i.e. full value for money, to consumers

would greatly benefit in the long run. In the otherwise increasing cost arena, every expense, whether

capital or revenue is minutely reviewed to achieve all possible savings.

4. RISKS AND CONCERNS:Increasing competition in generic segments poses challenges to improve our market share and

distribution.

5. INTERNAL CONTROL SYSTEMSThe Company has proper and adequate systems of internal controls in order to ensure that all assets

are safeguarded against loss from unauthorized use of disposition and that all transactions are

authorised, recorded and reported correctly. An Audit Committee headed by a non-executive

independent Director is in place to review various areas of the control systems.

6. DISCUSSION OF FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:The details of the financial performance of the Company are appearing in the Balance Sheet, Profit &

Loss Account and other financial statements etc. appearing separately. Highlights for the year 2014-15

are as under:

Rs.in Lakhs

The financial performance of the Company has been explained in the Directors' Report of the Companyfor the year 2014-15 appearing separately.

7. HUMAN RESOURCES:During the year under review, the Company has undertaken extensive steps in optimizing the manpowerat the Plant, Corporate Office and Field locations. Employee/employer relations were cordialthroughout the year. Measures for safety of the employees, training and development continued toreceive top priority.

8. CAUTIONARY STATEMENT:Certain statements in the Management Discussion and Analysis describing the Company's viewsabout the industry, expectations/predictions, objectives etc, may be forward looking within themeaning of applicable laws and regulations. Actual results may differ materially from those expressedin the statement. Company's operations may inter-alia affect with the supply and demand situations,input prices and their availability, changes in Government regulations, tax laws and other factors suchas Industrial relations and economic developments etc. Investors should bear the above in mind.

Sales 1374.65

Profit before Interest, Depreciation, Voluntary Retirement Absorption & Tax 271.44



Annexure IV

REPORT ON CORPORATE GOVERNANCE

1. COMPANY PHILOSOPHY:

The Company's Corporate Governance philosophy aims at assisting the management of the Company

in the efficient conduct of its business and in meeting its responsibilities to all the stakeholders and to

provide customer satisfaction through best quality at lowest price. It is towards this end that efforts

are made to maintain high standards of disclosure to the shareholders and internal compliance

guidelines for better Corporate Governance.

2. SIZE AND COMPOSITION OF BOARD OF DIRECTORS:

The current policy is to have an appropriate mix of Executive and Independent Non-Executive Directors.

As on date the Board comprises of Seven members, 3 of whom are Executive Director, one non

Executive Director and three are Independent Non-Executive Directors. The Board periodically evaluates

the need for change in the composition and size. The Directors of the Company are not related inter se.

a) Composition of Board as on 31st March, 2015

b) Number of other Directorships & Committee Membership/ Chairmanship in Public Companies

c) Board Meetings held during the year:

The Meetings of the Board are generally held at the Corporate Office of the Company at 7-1-212/

A/70, 1st Floor, Plot No. 85, Shivbagh, Ameerpet, Hyderabad - 500 016, Telangana. During the year

under review 5 (five) Meetings were held on 29.05.2014, 01.08.2014,14.11.2014, 06.02.2015 and

11.02.2015. The Board meets at least once every quarter inter alia to review the quarterly results.

Additional Meetings are held when necessary and the Minutes of the proceedings of the Meetings

of the Board of Directors are noted and draft minutes are circulated amongst the Members of the

Board for their perusal

Name of the Director Category

Dr. Dhananjaya Alli Managing Director (Promoter, Executive)

Dr. Stanley Prabhakar Reddy Director (Promoter, Executive)

Mr. M. H. Rao Director (Promoter, Non-Executive)

Mr. G. Narendra Director (Independent, Non-Executive)

Ms. Vani Vatti Director (Independent, Non-Executive)

Mr. K. Rajendra Prasad Nominee Director APIDC

Mr. N.V. Chalapathi Rao Additional Director (Executive)

Sl.No.

Name of DirectorOther

DirectorshipCommittee

MembershipCommittee

Chairmanship

1 Dr. Dhananjaya Alli None None None

2 Mr. M H Rao None None None

3 Mr. G Narendra None None None

4 Ms. Vani Vatti None None None

5 Mr. K Rajendra Prasad None None None

6 Mr. N.V. Chalapathirao None None None

7 Dr. Stanley Prabhakar Reddy None None None



The Attendance of Directors at these Board meetings was under.

d) Pecuniary relationship or transactions of Non-Executive Directors:

There were no pecuniary transactions with any of the Non-Executive Directors except for

remuneration paid as Directors of the Company.

e) Code of Conduct for the Board & Senior Management Personnel:

The Company has formulated and implemented a Code of Conduct at the meeting of the Board

of Directors for all its Non-Executive Directors and for Executive Directors and Senior Management

Personnel of the Company in compliance with Clause 49(I)(D) of the Listing Agreement.

3. COMMITTEES OF THE BOARD:

The Board currently has 4 Committees: 1) Audit Committee, 2) Nomination and Remuneration

Committee, 3) Stakeholders Relationship and 4) Risk Management Committee. The terms of reference

of the Board Committees are determined by the Board from time to time. The Board is responsible for

constituting, assigning and co-opting the members of the Committees. The meetings of each Board

Committee are convened by the respective Committee Chairman. The role and composition of these

Committees, including the number of meetings held during the financial year and related attendance

is provided below.

(a) Audit Committee

The Audit Committee comprises of 2 Non-Executive Directors and 1 Executive Director and is chaired

by Mr. G Narendra, Director and Statutory Auditors are permanent invitees to the meetings. Any other

person/executive, where necessary, is also required to attend the meetings.

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

Name of Directors

Dr. Dhananjaya Alli 5 3 Yes

Mr. M.H.Rao 5 4 Yes

Dr. Stanley Prabhakar Reddy 5 1 Yes

Mr. G. Narendra 5 4 Yes

Ms. Vani Vatti 5 4 Yes

Mr. K. Rajendra Prasad 5 1 -

Mr. N.V. Chalapathi Rao 5 - -

No. of meetingsheld during thetenure of the

Director

No. of meetingsattended by the

Director

Whether presentat the previous

AGM

The Committee met 4 times during the year 2014-15 on 29.05.2014, 01.08.2014, 14.11.2014 and 11.02.2015.

The attendance details of the members of the Committee are given below:

S.No Name of the Director No. of Meetings attended

1. Mr. G Narendra 4

2. Mr. M H Rao 4

3. Ms. Vani Vatti 4



Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes

• Oversight of the Company's financial reporting process and financial information submitted to

the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management the quarterly unaudited financial statements and the Auditors'

Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon

before submission to the Board for approval. This would, inter alia, include reviewing changes in

the accounting policies and reasons for the same, major accounting estimates based on exercise

of judgement by the Management, significant adjustments made in the financial statements and

/ or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the

Company's accounting principles with reference to the Generally Accepted Accounting Principles

in India (IGAAP).

• Review the investments made by the Company.

All the Members of the Audit Committee have the requisite qualification for appointment on the

Committee and possess sound knowledge of finance, accounting practices and internal controls.

(b) Nomination and Remuneration Committee

The Committee was constituted to review the remuneration package of Managing Director/

Executive Directors and to recommend suitable revision in the same, if any to the Board of

Directors. During the financial year 2014-15, no committee meeting was held as there was no

review of Remuneration of working Directors.

The following is the constitution of the remuneration committee as on 31/03/2015:

Remuneration of Directors:

Mr. N.V.Chalapathi Rao draws monthly remuneration of Rs. 1,50,000 per month.

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors

based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other

Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key

Managerial Personnel and Senior Management Employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on

certain criteria as approved by the Board.

S.No Name of the Director

1 Mr. G Narendra - Chairman

2 Mr. M H Rao - Member

3 Ms. Vani Vatti - Member



The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the

Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost,

defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share

certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the

Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if

any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be

required;

• to approve and monitor dematerialization of shares / debentures / other securities and all

matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department

to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared

dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, 1 complaint was received from shareholders, which had been attended/resolved..

As on March 31, 2015, no investor grievance has remained unattended/ pending for more than

thirty days. The Company had no share transfers pending as on March 31, 2015.

The composition of the Stakeholders' Relationship Committee as at March 31, 2015 and details of

the Members participation at the Meetings of the Committee are as under:

S.No Name of the Director

1 Mr. G Narendra - Chairman

2 Mr. M H Rao - Member

3 Ms. Vani Vatti - Member


Mr. G Narendra Chairman

Mr. M H Rao Member

Ms. Vani Vatti Member

(d) Risk Management Committee

Business Risk Evaluation and Management is an on-going process within the Organization. The

Company has a robust risk management framework to identify, monitor and minimize risks as

also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprise:

• Oversight of risk management performed by the executive management;

(c) Stakeholders' Relationship Committee

The following is the constitution of Stakeholders Relationship Committee as on 31-03-2015:



Independent Directors' Meeting

During the year under review, the Independent Directors met on 11-02-2015 inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a

whole.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of

the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management

and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement,

the Board has carried out the annual performance evaluation of its own performance, the Directors

individually as well as the evaluation of the working of its Audit, Nomination and Remuneration,

Stakeholders' Relationship Committee and Risk Management Committees. A structured

questionnaire was prepared after taking into consideration inputs received from the Directors,

covering various aspects of the Board's functioning such as adequacy of the composition of the

Board and its Committees, Board culture, execution and performance of specific duties, obligations

and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including

the Chairman of the Board, who were evaluated on parameters such as level of engagement and

contribution, independence of judgement safeguarding the interest of the Company and its

minority shareholders etc. The performance evaluation of the Independent Directors was carried

out by the entire Board. The performance evaluation of the Chairman and the Non Independent

Directors was carried out by the Independent Directors. The Directors expressed their satisfaction

with the evaluation process.

4. DISCLOSURES:

(a) Materially Significant related party transactions

There was no materially significant transaction with related parties entered into by the Company

with its Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have

potential conflict with the interests of the Company at large. The Register of Contracts contained

the transactions in which Directors are interested is placed at the Board Meetings. Disclosures on


Mr. G. Narendra Chairman

Ms. Vani Vatti Member

Mr. K. Rajendra Prasad Member

• Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as

per a pre-defined cycle;

• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

The composition of the Risk Management Committee as at March 31, 2015 and details of the

Members participation at the Meetings of the Committee are as under:



transactions with related parties as required under Accounting Standards have been incorporated

in the notes to the Accounts.

There were no strictures or penalties imposed on the Company by Stock Exchanges or Securities

and Exchange Board of India (SEBI) or any other statutory authority for non-compliance of any

matter related to capital markets, during the last three years.

(b) Reconciliation of Share Capital Audit

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company's

share capital is being carried out by an independent external auditor with a view to reconcile the

total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository

Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The

Auditors' Certificate in regard to the same is submitted to BSE Limited and is also placed before

Stakeholders' Relationship Committee and the Board of Directors.

(c) Pecuniary relationship or transactions of Non-Executive Directors

Non-Executive Directors do not have any material pecuniary relationship or transactions with the

Company, its promoters or its management which in the judgment of the Board may affect

independence of judgment of the Director.

(d) Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting Standards

notified pursuant the relevant provision of the Companies Act, 2013 read with applicable Accounting

Standards, issued by the Ministry of Corporate Affairs. The significant accounting policies which

are consistently applied have been set out in the Notes to the Financial Statements.

(e) Internal Controls

The Company has a formal system of internal control testing which examines both the design

effectiveness and operational effectiveness to ensure reliability of financial and operational

information and all statutory / regulatory compliances. The Company's business processes have a

strong monitoring and reporting process resulting in financial discipline and accountability.

CEO / CFO Certification

The MD and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing

Agreement certifying that the financial statements do not contain any untrue statement and these

statements represent a true and fair view of the Company's affairs. The said certificate is annexed and

forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower mechanism to provide an avenue to raise concerns.

The mechanism provides for adequate safeguards against victimization of employees who avail of it

and also for appointment of an Ombudsperson who will deal with the complaints received. The

policy also lays down the process to be followed for dealing with complaints and in exceptional

cases, also provides for direct appeal to the Chairperson of the Audit Committee. During the year, no

employee was denied access to Chairman of the Audit Committee.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to

regulate trading in securities by the Directors and designated employees of the Company. The Code

requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of

Company shares by the Directors and the designated employees while in possession of unpublished

price sensitive information in relation to the Company and during the period when the Trading



Window is closed. The Company Secretary is responsible for implementation of the Code along with

the management of the Company.

All Board Directors and the designated employees have confirmed compliance with the Code.

Name, designation and address of the Compliance Officer:Lakshmi Adduri

Company Secretary & Compliance Officer

7-1-212/A/70, 1st Floor, Plot No. 85, Shivbagh, Ameerpet

Hyderabad - 500 016, Telangana

5. MEANS OF COMMUNICATION

Quarterly Results The quarterly results of the Company are generally published

in a leading English Newspaper & in a local language

Newspaper.

Newspapers in which Published Business Standerd (English) and Andhra Prabha (Telugu)

Website where the results and other

official news releases are displayed

www. vistapharmaceuticals.com

6. GENERAL SHAREHOLDER INFORMATIONAGM - Date, time and venue : Monday 7th September, 2015 at 11.30 A.M

At the registered office of the Company

At Plot Nos.10 to 14 and 16 to 20, APIIC Industrial Estate,

Gopalaipalli Village, Narketpally Mandal Nalgonda District,

Telangana

Financial Calendar (Tentative) 2015-16 :

1st Quarter : 30/06/2015 - by 2nd week of August, 2016

2nd Quarter : 30/09/2015 - by 2nd week of November, 2016

3rd Quarter : 30/12/2015 - by 2nd week of February, 2017

4th Quarter : 31/03/2016 - by 4th week of May, 2017

Book Closure Date : 31/08/2015 to 07/09/2015 (both days inclusive)

Listing of Eq. shares on

stock exchanges : Bombay Stock Exchange Ltd

Listing fees for the year have been paid to the

Stock Exchange

Stock Code : 524711

Registrar & Transfer Agents : Aarthi Consultants Private Limited

H.No. 1-2-285, Domalguda, Hyderabad - 500 029,

Telangana

Ph.Nos. 040-27634445 /27638111 / 27642217

Fax No.040-27632184 E-mail:[email protected]

Share Transfer System All the transfers received are processed and approved by

the Stakeholder Relationship Committee at its meetings

or by circular resolutions.

Last date for receipt of Proxy Forms : 05.09.2015

Factory Location : Plot Nos.10 to 14 and 16 to 20, APIIC Industrial Estate,

Gopalaipalli Village, Narketpally Mandal,

Nalgonda District, Telangana



7. ADDRESS FOR CORRESPONDENCE

S.No Shareholders Correspondence for Addressed to

Transfer/Dematerialization/Consolidation/

Split of Shares, Issue of Duplicate Share

Certificate, Change of Address of members

and beneficial owners and any other query

relating to the shares of the Company

1 Aarthi Consultants Private Limited,

H.No. 1-2-285, Domalguda, Hyderabad - 500 029,

Telangana

Ph.Nos. 040-27634445 /27638111 / 27642217 Fax

No.040-27632184

E-mail:[email protected]

Investor Correspondence/Query on Annual

Report2 Sri. N.V.Chalapathi Rao, Director, Vista

Pharmaceuticals Limited, Plot Nos. 10 to 14 and

16 to 20, APIIC Industrial Estate, Chityal,

Gopalaipalli Village

Narketpally Mandal Nalgonda District

Telangana

Ph. : 09291015956, Fax : 08682-272551


Website:www.vistapharmaceuticals.com

8. PROFILES OF DIRECTORS TO BE RE-APPOINTED ON RETIREMENT/EXPIRY OF TERM OF APPOINTMENT.As per Annexure-A to notice of Annual General Meeting

9. LISTING ON STOCK EXCHANGESThe Company's shares are listed on the following Stock Exchanges and the Listing Fees have been

paid to the Exchange.

10. COMPLIANCE WITH CORPORATE GOVERNANCE NORMS

(I) MANDATORY REQUIREMENTS

The Company has complied with all the mandatory requirements of Corporate Governance norms

as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges.

(II) OTHER NON-MANDATORY REQUIREMENT

At present, non-mandatory requirements have not been adopted by the Company.

Name & Address of the Stock Exchanges Stock Code/Scrip Code

ISIN Number for NSDL/CDSL(Dematerialised share)

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai 400001

524711 INE427C01013



11. SHARE PRICE ON BSE VIS-À-VIS BSE SENSEX APRIL, 2014 - MARCH, 2015

12. SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS

Share transfers

Share transfers in physical form are processed and the share certificates are generally returned to the

transferees within a period of fifteen days from the date of receipt of transfer provided the transfer

documents lodged with the Company are complete in all respects.

Shareholding Pattern as on 31st March 2015 ia annexed to Annual Return MGT-9:

13. DISTRIBUTION PATTERN AS ON 31ST MARCH 2015:

Share Holding of

nominal value of Rs.10/-

Share Holders Share Amount

Number % of Total in Rs. % of Total

(1) (2) (3) (4) (5)

Upto -5000 9565 90.09 13065140 8.71

5001 -10000 510 4.8 4360280 2.91

10001 -20000 231 2.18 3687720 2.46

20001 -30000 88 0.83 2281620 1.52

30001 -40000 44 0.41 1598850 1.07

40001 -50000 39 0.37 1847980 1.23

50001 -100000 71 0.67 5239890 3.09

100001 and above 69 0.65 117918520 78.61

TOTAL 10617 100 150000000 100

Month BSE Sensex

Close

Share Price

High Low Close

No. of shares traded

during the monthTurnover (Rs.)

April, 2014 5.20 5.26 3.00 5.20 16,566 61,217

May, 2014 5.32 5.46 4.42 5.32 26,486 1,30,916

June, 2014 12.25 12.25 5.58 12.25 1,74,411 16,26,725

July, 2014 8.85 12.20 8.85 8.85 78,365 8,16,340

Aug, 2014 11.79 12.60 7.97 11.79 98,393 9,95,768

Sept, 2014 11.56 17.75 11.50 11.56 2,96,854 42,25,260

Oct, 2014 11.87 13.97 10.90 11.87 64,075 7,95,686

Nov, 2014 11.91 13.31 10.36 11.91 1,02,610 11,87,981

Dec, 2014 10.20 14.45 9.23 10.20 1,51,595 18,04,201

Jan, 2015 10.20 12.41 9.48 10.02 68,899 7,15,169

Feb, 2015 18.12 20.52 9.10 18.12 4,31,566 70,29,340

March, 2015 17.30 18.90 14.50 17.30 2,32,313 39,98,908

S.No. Category No. of Shares held Percentage to Total issued Shares

1. Promoters and promoter group 4030477 26.87

2. Mutual Funds 8500 0.06

3. Banks/FI 100 0

4. Private Corporate Bodies 155894 1.04

5. Public 5226334 34.84

6. NRIs/OCBs 5578695 37.19

TOTAL 15000000 100%



14. STATEMENT SHOWING SHAREHOLDING OF MORE THAN 1% OF THE CAPITAL AS ON MARCH 31, 2015

15. DEMATERIALISATION OF SHARES AND LIQUIDITYIn order to enable the shareholders to hold their shares in electronic form and to facilitate scrip less

trading, the Company has enlisted its shares with NSDL and CDSL.

The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2015, is given

in Annexure MGT-9 Annual Return:

16. OUTSTANDING GDRS/ADRS/WARRANT OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATEAND LIKELY IMPACT ON EQUITY: The Company has neither issued any of these instruments during

the year nor any such outstanding instrument is pending for conversion

17. NOMINATION FACILITY FOR SHAREHOLDINGAs per the provisions of the Companies Act, 2013, facility for making nomination is available for

Members in respect of shares held by them. Members holding shares in physical form may obtain

nomination form, from the Share Department of the Company or download the same from the

Company's website. Members holding shares in dematerialized form should contact their Depository

Participants (DP) in this regard.

18. PERMANENT ACCOUNT NUMBER (PAN)Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy

of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the

Company while obtaining the services of transfer, transposition, transmission and issue of duplicate

share certificates.

19. PENDING INVESTORS' GRIEVANCESAny Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the

Company Secretary at the Registered Office with a copy of the earlier correspondence.

S.No. Name of the shareholders No. of Shares Percentage of Capital

1. BOJJA SREENIVASULU 1603979 10.69

2. GOPAL DASARI 1603000 10.69

3. KESHAVA MURTHY SHIVA SHANKAR 1563395 10.42

4. SURESH GADALEY 570000 3.8

5. RAJENDAR BALAKRISHNA 420000 2.8

6. KAMAL GADALAY 331000 2.21

7. NAVEEN P MALVAY 201165 1.34

1 Transfer/Transmission of

Duplicate Share Certificate NIL NIL NIL NIL

2 Non-receipt of Dividend NIL NIL NIL NIL

3 Dematerialisation/

Rematerialisation of Shares NIL NIL NIL NIL

4 Complaints received from: NIL NIL NIL NIL

SEBI NIL NIL NIL NIL

Stock Exchanges/NSDL/CDSL NIL NIL NIL NIL

ROC/MCA/Others NIL NIL NIL NIL

Advocates NIL NIL NIL NIL

Consumer Forum/Court Case NIL NIL NIL NIL

5 Others NIL NIL NIL NIL

Grand Total NIL NIL NIL NIL

Sl.

No.

Receivedduring the

year

Redressedduring the

year

Pending ason March 31,

2015

Pending as on

April 1, 2014Nature of Queries/Compliant



20. GENERAL BODY MEETINGS

Particulars of last three Annual General Meetings 3

Year Date Venue Time

2013-2014 11-09-2014 Plot Nos. 10 to 14and 16 to 20 APIIC

Industrial Estate, Gopalaipalli Village,

Narketpally Mandal, Nalgonda District,

Telangana

11.30 A.M.

2012-2013 28-09-2013 APIIC Industrial Estate,Gopalaipalli Village,

Narketpally Mandal, Nalgonda District, A.P.

11.30 A.M.

2011-2012 15-11-2012 APIIC Industrial Estate,Gopalaipalli Village,

Narketpally Mandal, Nalgonda District, A.P.

11.30 A.M.

a) No special resolution was put through postal ballot last year nor is it proposed to put any special

resolution to vote through postal ballot this year.

21. EXTRAORDINARY GENERAL MEETING (EGM)

The Company held no EGM during the year 2014-2015.

During the year under review, no resolution has been passed through the exercise of postal ballot.

• Meetings for approval of quarterly and annual financial results were held on the following dates:

Quarter Date of Board Meeting

1st Quarter 01.08.2014

2nd Quarter 14.11.2014

3rd Quarter 11.02.2015

4th Quarter 20.04.2015

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014, the Company is pleased to provide members the facility

to exercise their right to vote at the 21st Annual General Meeting (AGM) by electronic means and the

business may be transacted through e-Voting Services provided by Central Depository Services Limited

(CDSL). Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company

has sent assent/dissent forms to the members to enable those who do not have access to e-Voting

facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General

Meeting, by sending their assent or dissent in writing.

22. DEPOSITORY SERVICES:

For guidance on depository services, Shareholders may write to the Company or to the respective

Depositories:

National Securities Depository Ltd. Central Depository Services (India) Ltd.

Trade World, 4th Floor Phiroze Jeejeebhoy Towers,

Kamala Mills Compound, 17th Floor, Dalal Street,

Senapati Bapat Marg, Lower Parel, Mumbai - 400023.

Mumbai-400013. Tel : 091-022-22723333

Tel : 091-022-24994200 Fax : 091-022-22723199

Fax:091-022-24972993/24976351 Email: [email protected]

Email : [email protected]



23. COMPLIANCE WITH CODE OF BUSINESS CONDUCT AND ETHICS

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members

and the Senior Management Personnel have confirmed compliance with the Code of Conduct and

Ethics for the year ended March 31, 2015.

for VISTA PHARMACEUTICALS LIMITED,

Sd/-

Place: Hyderabad N.V.Chalapathi RaoDate: 10th August, 2015 Director

DIN: 03270178

DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT

To,

The Members


I hereby declare that all the Directors and the designated employees in the senior management of the

Company have affirmed compliance with their respective codes for the Financial Year ended March 31,

2015.

For VISTA PHARMACEUTICALS LIMITED

Sd/-

Place: Hyderabad Dr. Dhananjaya AlliDate:10th August, 2015 Managing Director

DIN No: 00610909



SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To

The Members,


Plot Nos.10 To 14 And 16 To 20,

APIIC, Industrial Estate, Chityal, Gopalaipalli

Telangana- 508254

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by Vista Pharmaceuticals Limited (hereinafter called the "Company"). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed andother records maintained by the Company and also the information provided by the Company, its officers,agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in myopinion, the Company has during the audit period covering the financial year ended on March 31, 2015,complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintainedby the Company for the financial year ended on March 31, 2015 according to the provisions of:

(1) The Companies Act, 2013 (the "Act") and the rules made there under and other applicable provisionsof the Companies Act, 1956 which are still in force;

(2) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act;

(4) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to theextent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999;e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008;f. The Securities and Exchange Board of India (Registrars to a Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client:g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; andh. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(6) Factories Act, 1948;

(7) Employees Provident Fund and Miscellaneous Provisions Act, 1952;

(8) Employees State Insurance Act, 1948;

(9) Payment of Gratuity Act, 1972; and



(10) Andhra Pradesh Shops & Establishment Act, 1988;

(11) The company has complied in general with other Laws, rules and regulations and the below mentionedspecific laws to the extent applicable to the Company;

a. Drugs and Cosmetics Act, 1940

b. The Medicinal & Toilet Preparations ( Excise Duties) Act, 1955

c. Narcotic Drugs and Psychotropic Substances Act, 1985

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India to the extent applicable;

ii. The Listing Agreements entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above.

I further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directors. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliance with theprovisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed noteson agenda were sent at least seven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

• Majority decision is carried through while the dissenting members' views, if any, are captured andrecorded as part of the minutes.

• The Directors have complied with the disclosure requirements in respect of their eligibility ofappointment, their being independent and compliance with the Code of Business Conduct & Ethicsfor Directors and Management Personnel;

• The Company has on 10th April, 2014 made application for approval of scheme of reduction of sharecapital to the Hon'ble High Court for the State of Telangana and Andhra Pradesh.

• The Scheme of Reduction of Share Capital was approved vide High Court order dated 20/04/2015whereby the Authorized Share Capital was reduced from existing 1,50,00,000 of Rs 10/- each amountingto Rs. 15,00,00,000 to 7,50,00,000 of Rs 2/- each amounting to Rs. 15,00,00,000 and the Paid up Capitalof the Company is reduced from existing 1,50,00,000 of Rs 10/- each amounting to Rs. 15,00,00,000 to

2,50,00,000 of Rs 2/- each amounting to Rs. 5,00,00,000.

During the audit period the Company

I further report that there are adequate systems and processes in the Company commensurate with the

size and operations of the Company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

for AGR Reddy & Co.Company Secretariessd/-

Manoj Kumar KoyalkarM. Number: 19445

C P Number: 10004

August 08, 2015

This report to be read with our letter of even date which is annexed as Annexure "A" and forms an integral

part of this report.



Annexure "A"

To

The Members,


Plot Nos.10 To 14 And 16 To 20,

APIIC, Industrial Estate, Chityal, Gopalaipalli

Telangana- 508254

Our Report of even date is to be read alongwith this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our

responsibility is to express an opinion on such secretarial records based on our audit.

2. We have followed the audit practices and processes as we considered appropriate to obtain reasonable

assurance on the correctness and completeness of the secretarial records. Our verification was

conducted on a test basis to ensure that all entries have been made as per statutory requirements. We

believe that the processes and practices we followed for this purpose provided a reasonable basis for

our opinion.

3. We have not verified the correctness and appropriateness of the financial records and Books of

Accounts of the Company.

4. Wherever required, we have obtained Management representation with respect to compliance of

laws, rules and regulations and of significant events during the year.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations is the

responsibility of the management. Our examination was limited to the verification of secretarial

records on test basis to the extent applicable to the Company.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the

efficacy or effectiveness with which management has conducted the affairs of the company.

for AGR Reddy & Co.Company Secretariessd/-

Manoj Kumar KoyalkarM. Number: 19445

C P Number: 10004

August 08, 2015



AnnexureFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNas on financial year ended on March 31st, 2015

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &

Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or

more of the total turnover of the company shall be stated)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and Address of the

Company

CIN/GLN Holding/ subsidiary/

Associate

% of shares

held

Applicable

Section

NIL

1 CIN L24239TG1991PLC012264

2 Registration Date 25/01/1991

3 Name of the Company VISTA PHARMACEUTICALS LTD

4 Category/Sub-category of the

Company

Category - Company Limited by Shares

Sub-Category - Indian Non-Government Company

5 Address of the Registered office

& contact details

Plot Nos. 10 to 14 and 16 to 20,APIIC Industrial

Estate, Chityal, Gopalaipalli Village, Narketpally

Mandal, Nalgonda District Telangana Phone No.: 040-65581585

Fax No.: 040-23741585

E-mail Id: [email protected]

Website: www.vistapharmaceuticals.com

6 Whether listed company Yes

7 Name, Address & contact details

of the Registrar & Transfer Agent,

if any.



Hyderabad - 500 029

Ph.Nos. 040-27634445 /27638111 / 27642217

Fax No.040-27632184

E-mail:[email protected]

S. No.Name and Description of main

products / services

NIC Code of the

Product/service

% to total turnover of the

company

1 Pharmaceutical Products 2100 100



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Sharehold

No. of Shares held at the

beginning of the year

[As on 31-March-2014]


end of the year


% Change

during

the year

Demat Physical Total% ofTotal

Shares


Shares

A. Promoters

(1) Indian

a) Individual/

HUF 483020 - 483020 3.22 483020 - 483020 3.22 -

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 0 0 0 0 0 0 0 0

e) Banks / FI 450000 0 450000 3 450000 0 450000 3 0

f) Any other 0 0 0 0 0 0 0 0 0

Sub-total (A)(1) 933020 0 933020 6.22 933020 0 933020 6.22 0

(2) Foreign

a) NRIs-Individual 480000 0 480000 3.2 480000 0 480000 3.2 0

b) Other

Individual 0 0 0 0 0 0 0 0 0

c) Bodies Corp 2617457 0 2617457 17.45 2617457 0 2617457 17.45 0

d) Banks / FI 0 0 00 0 0 0 0 0 0

e) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A)(2) 3097457 0 3097457 20.65 3097457 0 3097457 20.65 0

Total shareholding

of Promoter

(A)= (A) (1)+(A)(2) 4030477 0 4030477 26.87 4030477 0 4030477 26.87 0

B. Public Shareholding

1. Institutions

a) Mutual Funds 8500 0 8500 0.06 8500 0 8500 0.06 0

b) Banks / FI 100 0 100 0 100 0 100 0 0

c) Central Govt. 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture

Capital funds 0 0 0 0 0 0 0 0 0

f) Insurance

Companies 0 0 0 0 0 0 0 0 0

g)FIIs 0 0 0 0 0 0 0 0 0

h)ForeignVenture

Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1):- 8600 0 8600 0.06 8600 0 8600 0.06 0

2. Non-Institutions

a) Bodies Corp. 173954 33300 207254 0.08 122594 33300 155894 1.04 0.6

i) Indian

ii) Overseas

b) Individuals 0 0 0 0 0 0 0 0 0



Category of

Sharehold





end of the year


% Change

during

the year


Shares


Shares

i) Individual

shareholders holding

nominal share

capital up to

Rs. 1 lakh 1985491 913785 2899276 19.33 2023070 899485 2922555 19.48 0.15

ii) Individual

shareholders holding

nominal share capital

in excess of

Rs 1 lakh 2252143 26800 2278943 15.19 2259934 26800 2286734 15.24 0.05

c) Others (specify) 4801950 773500 5575450 37.17 4822240 773500 5595740 37.3 0.14

Sub-total (B)(2):- 9213538 1747385 10960923 73.07 9227838 1733085 10960923 73.07 0

Total Public Shareholding

(B)=(B)(1)+ (B)(2) 9213538 1755985 10969523 73.13 9227838 1741685 10969523 73.13 0

C. Shares held by Custodian

for GDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 13244015 1755985 15000000 100 13258315 1741685 15000000 100 0



ii) Shareholding of Promoters

Sl.

No. Shareholder’s

Name

Shareholding at the beginning of

the year

Shareholding at the end of the year % change in

shareholding

during the

year

No. of

Shares

% of

total

Shares

of the

compa

ny

% of

Shares

Pledged /

encumbere

d to total

shares

No. of Shares % of total

Shares of

the

company

% of Shares

Pledged /

encumbered

to total

shares

1 APIDC 4,50,000 3% NIL 4,50,000 3% NIL

NIL

2 DHANANJAYA ALLI 20 0% NIL 20 0% NIL

NIL

3 VISTA

Pharmaceuticals

INC 2617457 17.45% NIL 2617457 17.45% NIL

NIL

4 VAMSI ALLI 250000 1.67% NIL 250000 1.67% NIL

NIL

5 PADAMAVATHI

ALLI 278200 1.85% NIL 278200 1.85% NIL

NIL

6 VANSANTH V ALLI 230000 1.53% NIL 230000 1.53% NIL

NIL

7 ROSHINI ALLI 204800 1.37% NIL 204800 1.37% NIL

NIL

Total 4030477 26.87% NIL 4030477 26.87% NIL

NIL

iii) Change in Promoters' Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the


Cumulative Shareholding

during the year

No. of shares % of total

shares of the

company

No. of shares % of total

shares of the

company

At the beginning of the year 4,030,477 26.87 4,030,477 26.87

Date wise Increase / Decrease

in Promoters Shareholding

during the year specifying the

reasons for increase / decrease

(e.g. allotment /transfer /

bonus/ sweat equity etc.):

NIL NIL NIL NIL

At the end of the year 4,030,477 26.87 4,030,477 26.87



iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding at the beginning

of the year


during the year

No. of shares % of totalshares of the

company


company

For Each of the Top 10

Shareholders

S.No.

1. BOJJA SREENIVASULU

At the beginning of the year 1603979 10.69 1603979 10.69

Date wise Increase / Decrease in

Promoters Shareholding during

the year specifying the reasons

for increase /decrease

(e.g. allotment/transfer/bonus/

sweat equity etc.):

At the end of the year (or on the

date of separation, if separated

during the year) 1603979 10.69 1603979 10.69

2. GOPAL DASARI





reasons for increase /decrease

(e.g. allotment / transfer/bonus/

sweat equity etc.):



during the year) 1603000 10.69 1603000 10.69

3. KESHAVA MURTHY SHIVA SHANKAR







sweat equity etc.):



during the year) 1563395 10.42 1563395 10.42

4. SURESH GADALEY





of the year


during the year


company


company


Shareholders

S.No.






sweat equity etc.): NA NA

At the end of the year

(or on the date of separation,

if separated during the year) 570000 3.8 570000 3.8

5. RAJENDAR BALAKRISHNA







sweat equity etc.):




6. KAMAL GADALAY






(e.g. allotment /transfer/bonus/




during the year) 331000 2.20 331000 2.20

7. NAVEEN P MALVAY











of the year


during the year


company


company


Shareholders

S.No.




8. DASARI RAMPRASAD






(e.g. allotment/transfer/

bonus/sweat equity etc.):




9. SUMATHY REDDY







sweat equity etc.):




10. PRAKASH SAREEN













v) Shareholding of Directors and Key Managerial Personnel:


of the year

Cumulative Shareholding during

the year


company


company

Shareholding of each Directors and

each Key Managerial Personnel

S.No.

1. Dhananjaya Alli 20 0% 20 0%

At the beginning of the year





(e.g. allotment / transfer/bonus

/sweat equity etc.): NIL NIL NIL NIL

At the end of the year 20 0% 20 NIL

2. Gilaka Narendra

At the beginning of the year NIL NIL NIL NIL






sweat equity etc.): NIL NIL NIL NIL

At the end of the year NIL NIL NIL NIL

3. Rajendra Prasad Kandikattu


Date wise Increase/Decrease in







4. Mallem Hanumantha Rao

At the beginning of the year 20000 20000

Date wise Increase/Decrease





sweat equity etc.):

At the end of the year 20000 20000

5. Vatti Vani





of the year

Cumulative Shareholding during

the year


company


company

Shareholding of each Directors and

each Key Managerial Personnel

S.No.

Date wise Increase/Decrease in







6. N.V. Chalapathi Rao









7. Lakshmi Adduri


Date wise Increase/Decrease







8. Suneel Pachipala






(e.g. allotment / transfer /

bonus/ sweat equity etc.): NIL NIL NIL NIL




V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due

for payment.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN.

Particulars of Remuneration

Name of MD/WTD/

Manager

Dr. Dhananjaya Alli N.V. Chalapathi Rao

Managing Director Whole-Time Director

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act,

1961

NIL 1,50,000 per month

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

NIL NIL

(c) Profits in lieu of salary under section

17(3) Income- tax Act, 1961

NIL

NIL

2 Stock Option - NIL

3 Sweat Equity - NIL

4 Commission

- as % of profit

- others, specify

- NIL

5 Others, please specify - NIL

Total (A) NIL 1,50,000 per month

Ceiling as per the Act

- 680808.15 i.e. 5%

of Net profits of the

Company.

Secured Loans

excluding

deposits

Unsecured

LoansDeposits

Total

Indebtedness

Indebtedness at the

beginning of the

financial year

i) Principal Amount Nil Nil Nil Nil

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but

not due Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil NilChange in Indebtednessduring the financial year* Addition 39906658 Nil Nil 39906658

* Reduction Nil Nil Nil Nil

Net Change 39906658 Nil Nil 39906658Indebtedness at the endof the financial yeari) Principal Amount 39906658 Nil Nil 39906658

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but

not due 451232 Nil Nil Nil

Total (i+ii+iii) 40357890 Nil Nil 40357890



B. Remuneration to other Directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN. Particulars of

Remuneration

Name of Directors Total(Rs.)

Mr. G.

Narendra

Ms. Vani

Vatti

Mr. M.H.

Rao

Dr.

Stanley

Prabhakar

Reddy

Mr. K.

Rajendra

Prasad

1 Independent Directors

Fee for attending board

committee meetings

Nil Nil Nil Nil Nil Nil

Commission Nil Nil Nil Nil Nil Nil

Others, please specify Nil Nil Nil Nil Nil Nil

Total (1) Nil Nil Nil Nil Nil Nil

2 Other Non-Executive

Directors


Fee for attending board

committee meetings


Commission Nil Nil Nil Nil Nil Nil

Others, please specify Nil Nil Nil Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil

Total (B)=(1+2) Nil Nil Nil Nil Nil Nil

Total Managerial

Remuneration


Overall Ceiling as per

the Act

Not exceeding Rs. 1,00,000 per meeting of Board

SN Particulars of Remuneration Key Managerial Personnel

Lakshmi

Adduri

Suneel

Pachipala

CEO CS CFO Total

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

25000 p.m. 25000 p.m. 50000 p.m.

(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961

- -

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

- -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -

- as % of profit - -

others, specify - -

5 Others, please specify - -

Total 25000 p.m. 25000 p.m. 50000 p.m.



VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief

Description

Details of Penalty

/ Punishment/

Compounding

fees imposed

Authority

[RD /

NCLT/

COURT]

Appeal

made,

if any (give

Details)

A. COMPANY

Penalty

NOT APPLICABLE

Punishment

Compounding

B. DIRECTORS

Penalty

NOT APPLICABLE

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NOT APPLICABLE

Punishment

Compounding

By order of the Board of Director


Sd/- Sd/-

N.V. Chalapathi Rao Dr. Dhananjaya AlliDirector Mananging Director

DIN: 03270178 DIN: 00610909

Date: 10/08/2015

Place: Hyderabad



CERTIFICATE OF THE CMD /CFO TO THE BOARD OF DIRECTORS OF

M/S. VISTA PHARMACEUTICALS LIMITED

We hereby certify that:

1. We have reviewed the financial statements for the year ended on March 31, 2015.

2. These statements do not contain any material untrue statement or omit any material fact nor do they

contain statements that might be misleading.

3. These statements represent a true and fair view of the company's affairs and are in compliance with

the existing accounting standards, applicable laws and regulations.

4. To the best of our knowledge and belief, no transactions entered into by the company during the year

which are fraudulent, illegal or violative of the company's code of conduct.

5. We are responsible for establishing and maintaining internal controls for financial reporting which

have been designed to ensure that all material information is periodically made to all those concerned.

6. We shall disclose to the Auditors as well as the Audit Committee deficiencies in the design or

operation of internal controls, if any, and what they have done or propose to do to rectify these

deficiencies.

7. We also have disclosed to the Auditors as well as the Audit Committee instances of significant fraud,

if any, that involves management to employees having a significant role in the company's internal

control systems.

8. We have indicated to the Auditors, the Audit Committee whether or not there were significant

changes in internal control over financial reporting and/or of accounting policies during the quarter

under review.



Sd/-

Dr. Dhananjaya AlliDIN No: 00610909

Place: Hyderabad

Date: 10-08-2015



COMPLIANCE CERTIFICATE OF THE AUDITORS AS STIPULATED UNDER CLAUSE 49 OF THE LISTINGAGREEMENT OF THE STOCK EXCHANGE IN INDIA

To

The Members,


We have examined the compliance of conditions of Corporate Governance by VISTA PHARMACEUTICALS

LIMITED for the financial years ended March 31, 2015 as stipulated in clause 49 of the Listing Agreement of

the said Company with the Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for ensuring

the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of

opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we

certify that the Company has complied with the conditions of Corporate Governance as stipulated in the

abovementioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor

the efficiency or effectiveness with which the management has conducted the affairs of the Company.

for PRV ASSOCIATESCHARTERED ACCOUNTANTS

Firm Regn. No. 0064475

Sd/-

Ch.VenkatramayyaPARTNER

Membership No. 009867

Date: 29/05/2015

Place: Hyderabad



INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF VISTA PHARMACEUTICALS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of VISTA PHARMACEUTICALS LIMITED ("the

company"),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the

Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other

explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters in section 134(5) of the Companies Act,

2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view

of the financial position, financial performance and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also

includes the maintenance of adequate accounting records in accordance with the provision of the Act for

safeguarding of the assets of the Company and for preventing and detecting the frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and maintenance of internal financial control,

that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the financial statements that give a true and fair view and

are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have

taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of

the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the financial statements. The procedures selected depend on the auditor's judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the

Company's preparation of the financial statements that give true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness

of accounting policies used and the reasonableness of the accounting estimates made by Company's

Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 explanations given to us, the

financial statements, give the information required by the Act in the manner so required and give a true

and fair view in conformity with the accounting principles generally accepted in India;



a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Report on other Legal and Regulatory Requirements

1) As required by Companies (Auditor's Report) Order 2015 issued by the Central Government of India in

terms of Sub Section (11) of section 143 of the Act (hereinafter referred to the Order), and on the basis

of such checks of books and records of the company as we considered appropriate and according to

the information and explanations given to us, we give in the Annexure a statement on the matters

specified in paragraphs 3 and 4 of the order.

2) 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 best of 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 the Company so far

as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this

Report are in agreement with the books of account

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 15 taken on

record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from

being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor's Report and in accordance with Rule 11of

Companies (Audit and Auditors), 2014, in our opinion and 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 financial position in its

financial statements as referred in note no.XII under the contingent liability.

ii. In our Opinion and as per the information and explanations provided to us the Company has

not entered into any long term contracts, requiring provision under applicable laws or

accounting standards, for material foreseeable losses, and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company.

FOR PRV ASSOCIATES

Chartered Accountants

Firm Reg. No. 06447S

Sd/-

(CH. VENKATRAMAYYA)

PARTNER

Membership No. 009867

Place: Hyderabad

Dated: 29-05-2015



(Referred to in Paragraph 1 under section (Report onthe Other Legal and Regulatory Requirements, of ourreport even date)

(i) (a) The Company is maintaining proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.

(b) All the Fixed Assets of the company havenot been physically verified by themanagement during the year but there is aregular program of verification which, in ouropinion, is reasonable having regard to thesize of the company and the nature of itsassets. No material discrepancies werenoticed on such verification.

(ii) (a) The inventories have been physicallyverified at reasonable intervals by themanagement.

(b) In our opinion and according to the informationand explanations given to us, the proceduresof physical verification of inventoriesfollowed by the management are reasonableand adequate in relation to the size of thecompany and the nature of its business

(c) In our opinion and according to the informationand explanations given to us the company ismaintaining proper records of inventoriesand no material discrepancies were noticedon such verification.

(iii) As informed to us, the company has not grantedany loans, secured or unsecured to companies,firms or other parties covered in the registermaintained under section 189 of Companies Act.Accordingly, the sub-clauses (a) and (b) are notapplicable to the company.

(iv) In our opinion and according to the informationand explanations given to us, there is an adequateinternal control system commensurate with thesize and nature of the business for the purchaseof inventory, fixed assets and for the sale of goodsand services. During the course of our audit, wehave not observed any continuing failure to correctmajor weaknesses in internal control system.

(v) In our opinion and according to the informationand explanations given to us, the company hasnot accepted any deposits in terms of directivesissued by Reserve Bank of India and the provisionsof Sections 73 to 76 or any other relevantprovisions of the companies Act, and rules framedthere under.

(vi) In the terms of section 148(1) of CompaniesAct2013,read with rules framed there under theprovisions ot the aforedaid section are notapplicable to the Company.

(vii) (a) The company is not regular in depositingundisputed statutory dues including

provident fund, employees state insurance,income tax, sales tax, wealth tax, service tax,duty of customs, duty of excise, value addedtax, cess and any other statutory dues withthe appropriate authorities. The Unpaidamounts as on 31-03-2015 are as followsTDS Rs 3,56,481/-, ESI contribution 6,08,673/-, PF contribution 3,89,201/-, ProfessionalTax 53,201/-.

(b) According to the information and explanationsgiven to us, no undisputed amount is payablein respect of income tax or sales tax or wealthtax or service tax or duty of customs or dutyof excise or value added tax or cess as atMarch 31, 2015.

(c) In our opinion and according to theinformation and explanation given to us ,amounts required to be transferred toinvestor education and protection fund inaccordance with the relevant provisions ofthe Companies Act 1956(1 of 1956) and rulesmade there under have been transferred tosuch fund within time.

(viii)The company has no accumulated losses at theend of the financial year under audit. The companyhas not incurred cash losses during the financialyear covered by audit and immediately precedingfinancial year.

(ix) According to the information and explanationsgiven to us, the Company has not defaulted inrepayment of dues to a financial institution orBank. There are no debenture holders.

(x) According to the information and explanationsgiven to us, the Company has not given anyguarantee for loans taken by others from banksor financial institutions.

(xi) According to the information and explanationsgiven to us, no term loans were obtained duringthe period under audit.

(xii) Based upon the audit procedures performed andaccording to the information and explanationsgiven to us, no fraud on or by the company hasbeen noticed or reported during the period of

our audit.

FOR PRV ASSOCIATES


Firm Reg. No. 06447S

Sd/-

(CH. VENKATRAMAYYA)

Place: Hyderabad PARTNER

Dated: 29-05-2015 Membership No. 009867

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT



BALANCE SHEET AS AT 31ST MARCH 2015(Amount in Rs.)

ParticularsNote

No.

Figures for the

current reporting

period as at

31/03/2015

Figures for the

previous reporting

period as at

31/03/2014

I EQUITY AND LIABILITIES

(i) Shareholder's Fund

(a) Share Capital 2.1 50,000,000 150,000,000

(b) Reserves and Surplus 2.2 54,358,098 (59,053,081)

(ii) Non Current Liabilities

(a) Deferred Tax Liability 2.3 1,132,193 2,183,285

(b) Long Term Provisions 2.4 355,130 442,063

(iii) Current Liabilities

(a) Short Term Borrowings 2.5 40,371,957

(b) Trade Payables 2.6 77,470,040 43,193,858

(c) Other Current Liabilities 2.7 819,046 206,960

(d) Short Term Provisions 2.8 3,273,611 3,626,647

TOTAL 227,780,075 140,599,733

II ASSETS

(i) Non Current Assets

(a) Fixed Assets 2.9

- Tangible Assets 107,281,561 116,918,914

(b) Non Current Investments 2.10 5,000 5,000

(c) Long Term Loans and Advances 2.11 760,790 760,790

(ii) Current Assets

(a) Inventories 2.12 2,217,339 6,935,593

(b) Cash and Cash Equivalents 2.13 969,792 959,914

(c) Trade Receivables 2.14 112,945,796 10,344,353

(d) Short Term Loans and Advances 2.15 3,449,866 4,545,113

(e) Other Current Assets 2.16 149,930 130,053

TOTAL 227,780,075 140,599,733

Significant Accounting Policies and Notes

to Accounts 2.17

As per our report of even date.

PRV ASSOCIATES


(Firm Reg. No. 0064475)

Sd/-

Ch. Venkatramayya

Partner

Membership No.009867

Date: 29.05.2015

For and on behalf of the Board

Sd/-

Dr. Dhananjaya Alli

Managing Director

DIN 00610909

Sd/-

Mr. N.V. Chalapathi Rao

Director

DIN 03270178

VISTA PHARMACEUTICALS LIMITED (AND REDUCED)



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH 2015(Amount in Rs.)

ParticularsNote

No.

Figures for the current

reporting period at

31/03/2015

Figures for the current

reporting period as at

31/03/2014

I Revenue from Operations 3.1 137,465,989 83,016,258

II Other Income 3.2 83,326 297,315

III Total Revenue (I+II) 137,549,315 83,313,573

IV Expenses

(a) Cost of Materials Consumed 3.3 78,685,293 48,825,775

(b) Manufacturing and Other Direct Expenses 3.4 10,635,850 9,921,472

(c) Employee Benefit Expenses 3.5 6,920,562 6,237,393

(d) Finance Costs 3.6 4,120,759 30,864

(e) Depreciation and Amortization Expenses 3.7 10,457,835 7,744,387

(f) Administrative and Other Expenses 3.8 14,163,945 5,821,429

Total Expenses 124,984,244 78,581,320

V Profit before Exceptional and

Extraordinary items and Tax (III-IV) 12,565,071 4,732,253

VI Exceptional Items

VII Profit before Extraordinary items and Tax (V-VI) 12,565,071 4,732,253

VIII Extraordinary Items

IX Profit Before Tax (VII-VIII) 12,565,071 4,732,253

X Tax Expense

(a) Income Tax - -

(a) Deferred Tax (1,051,092) 64,398

XI Profit / (Loss) for the period from

Continuing Operations (IX-X) 13,616,163 4,667,855

XII Profit / (Loss) from Discontinuing Operations - -

XIII Tax Expense of Discontinuing Operations

XIV Profit / (Loss) from Discontinuing

Operations after Tax (XII-XIII) - -

XV Profit / (Loss) for the period (XI+XIV) 13,616,163 4,667,855

XVI Earnings Per Equity Share

(a) Basic 0.91 0.31

(b) Diluted 0.91 0.31


PRV ASSOCIATES


(Firm Reg. No. 0064475)

Sd/-

Ch. Venkatramayya

Partner


Date: 29.05.2015


Sd/-

Dr. Dhananjaya Alli

Managing Director

DIN 00610909

Sd/-


Director

DIN 03270178




CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

ANNEXURE TO CLAUSE-32 OF THE LISTING AGREEMENT

Cash FlowsYear ended

31.03.2015

Year ended

31.3.2014

(I) Cash Flows from Operating Activities1 Net Profit Before Tax 13,616,163 4,732,253

Adjustments for : -2 Depreciation 10,457,835 774,3873 Deferred Revenue Expenditure -4 (Profit)/Loss on Sale of Assets - -5 Interest & Finance Charges paid 4,120,759 30,8646 Interest on Fixed Deposits 77,876 (297,315)7 Dividend Income -

Operating Profit before Working Capital Changes 28,272,634 5,240,189Adjustments for :

8 (Decrease) / Increase in Trade Payables 34,276,183 10,122,6149 (Decrease) / Increase in Short Term provisions (353,036) 685,97510 (Decrease) / Increase in other current Liability 612,086 (19,430,478)11 (Decrease) / Increase in other long term liability (1,138,025) -12 (Decrease) / Increase in Short Term Borrowings - -13 Decrease / (Increase) in trade receivable (102,601,443) (10,344,353)14 Decrease / (Increase) in inventories 4,718,254 6,503,84415 Decrease / (Increase) in Loans and advance 1,095,248 (758,671)16 Decrease / (Increase) in other current Assets (19,877) 88,252

Net Cash from Operating Activities (35,137,977) (922,628)(II) Cash Flows from Investing Activities - -

17 Purchase of Fixed Assets (1,025,467) 182,61018 Proceeds from Sale/written off of Fixed Assets -19 Increase in Advances & others - -20 Interest Received (77,876) 297,31521 Dividends Received - -

Net Cash from Investing Activities (1,103,343) (114,705)(III) Cash Flows from Financing Activities

22 Reduction in of Share Capital -23 Proceeds from Long Term Borrowings -24 Repayment of Long Term Borrowings - -25 Proceeds from Short Term Borrowings 40,371,957 -26 Repayment of Short Term Borrowings/

Share warrant Money Repayment - -27 Increase in Short Term Provision - -28 Interest Paid (4,120,759) 30,864

Net Cash Used in Financing Activities 36,251,198 30,864Net Increase in Cash & Cash Equivalents 9,879 (838,787)

29 Cash & Cash Equivalents atBeginning of Measurement period 959,914 1,798,701

30 Cash & Cash Equivalents atEnd of Measurement period 969,792 959,914

31 Cash Deficit Financing(In the event Total at Sl. No 29 is Negative) - -Bank Borrowings - -Inter Corporate Deposits - -Cash & Cash Equivalents: 969,792 959,914NOTE : Cash & Cash Equivalents:Cash & Cash Equivalents consist of cash on hand, balances with banks.

(Amount in Rs.)

Dr. Dhananjaya Alli Mr. N.V. Chalapathi Rao

Date: 07.08.2015 Managing Director Director

DIN 00610909 DIN 03270178

We have verified the above Cash Flow Statement of Vista Pharmaceuticals Limited from the audited annual financial statements for the year ended

31st March, 2015 and found the same to be drawn in accordance therewith and also with the requirement of Clause 32 of the listing agreements

with the Stock Exchange.

For PRV ASSOCIATES

Date: 29.05.2015 Chartered Accountants

Sd/-

CH. VENKATRAMAYYA

Partner -

M.M.No.009867




1. CORPORATE INFORMATION

The Company is a public company domiciled

in India and incorporated under the provisions

of the Companies Act 1956. Its shares are

listed on BSE. The Company is engaged in

manufacturing and selling of Pharmaceutical,

medical and veterinary preparations. The

Company also sells the products to its related

companies (common Directors) engaged in

the marketing of formulations.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation & Presentation

The financial statements of the company

have been prepared in accordance with

the generally accepted accounting

principles in India (Indian GAAP) to

comply with the accounting standards

issued by the Institute of Chartered

Accountants of India and referred to Sec

129 & 133 of the Companies Act, 2013. The

financial statements have been prepared

on accrual basis under the historical cost

convention. The Company generally

follows mercantile system of accounting

and recognizes significant items of

income and expenditure on accrual basis.

The accounting policies adopted in the

preparation of the financial statements

are consistent with those followed in the

previous year unless otherwise stated.

(b)The company has regrouped/reclassified

the previous year figures wherever

necessary in accordance with the

requirements applicable in the current

year.

(c) Export sales are accounted on the basis

of Bill of Lading.

(d) Export sales are recorded at the exchange

rates prevailing as on the transaction date

and adjusted for the exchange difference,

if any, upon realization.

3. FIXED ASSETS & IMPAIRMENT

a) All fixed assets are stated at cost of

acquisition or construction less

accumulated depreciation.

b) An asset will be treated as impaired when

the carrying cost of assets exceeds its

recoverable value. An impairment loss is

charged to the profit and loss account in

the year in which an asset is identified as

impaired. The impairment loss

recognized in prior accounting period is

reversed if there has been a change in

the estimate of the recoverable amount.

4. DEPRECIATION

a) Depreciation has been provided based

on life assigned to each asset in

accordance with Schedule II of the

Companies Act 2013.

b) Depreciation on additions to fixed assets

has been calculated on pro-rata basis

from the date of addition.

c) No depreciation has been provided on

the fully depreciated assets.

5. INVENTORIES

Inventories have been valued at lower of the

cost or net realizable value based on the

certification by the Management

6. INVESTMENTS

Investments are stated at cost.

7. EMPLOYEE BENEFITS

a) Short- term employee benefits are

recognized as an expense in the profit

and loss account of the year in which the

related service is rendered

b) Post employment and long term

employee benefits in general are

recognized as an expense in the profit

and loss account during the year in

which the employee has rendered

services. As a onetime measure accrued

liability is accounted for during the

current year

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS




c) Provision for Gratuity has been made in

the books of accounts but amount has

not been deposited in any means

provided in the Gratuity Act. During the

current year no additional gratuity

provision is made as the existing provision

is felt adequate to meet the gratuity

payment.

8. Prior period and extra-ordinary items

Prior period and extra-ordinary items and

changes in accounting policies having

material impact on the financial affairs of the

company are disclosed.

9. Taxes on Income

Provision for current tax is made on the basis

of estimated taxable income for the current

accounting period and in accordance with the

provisions of the Income tax Act, 1961.

Deferred tax resulting from "timing

difference" between book and taxable profit

for the year is accounted for using the tax

rates and laws that have been enacted or

substantially enacted as on the Balance Sheet

date. The deferred tax asset is recognized and

carried forward only to the extent that there

is a reasonable certainty that the assets will

be adjusted in future.

10. Contingent Liabilities

Contingent Liabilities not provided for are

disclosed as notes to accounts in point no 11.

11. Foreign Exchange Translation and Foreign

Currency Transactions

Foreign exchange transactions are recorded

using the exchange rates prevailing on the

dates of respective transactions. Exchange

differences arising on foreign exchange

transactions settled during the year are

recognized in the Profit and Loss Account.

Monetary assets and liabilities related to

foreign currency transactions remaining

unsettled at the end of the year are translated

at year end rates. The difference in transaction

of monetary assets and liabilities and realized

gains and losses on foreign exchange

transactions are recognized in Profit and Loss

Account.

12. Earnings per Share

The Company reports basic and diluted

earnings per share in accordance with the

Accounting Standard-20 "Earnings per Shares"

notified by the Companies (Accounting

Standard) Rules, 2006.

Basic earnings per equity shares is computed

by dividing the net profit for the year adjusted

for the effects of diluted potential equity

shares, attributable to the equity shareholders

by the weighted average number of equity

shares and dilutive potential shares

outstanding during the year except where the

results are anti dilutive.

NOTES TO ACCOUNTS

I. Share Capital

The Company Proposed for reduction of

Equity Share Capital in the EGM held on 15th

November 2012.

In terms of the High Court of Judicature at

Hyderabad for the state of Telangana and

Andhra Pradesh the share capital of the

company has been reduced from 15 crores

to 5 Crores. The Accumulated losses to the

Tune of 10 crores is been set off against the

Share Capital.

II. Secured Loans

a) Working Capital loan from Allahabad

Bank, Himayathnagar branch Hyderabad

are secured by a first charge by way of

hypothecation of all present and future

stocks, spares, book debts, work in

progress, finished goods and all other

current assets of the company.

b) Working Capital loan from Allahabad

Bank, Himayathnagar branch Hyderabad

are further secured by equitable

mortgage on land & building and

Hypothecation of plant & Machinery on

plot no. 10 to 14 and 16 to 20, admeasuring




21,969.23 sq.mt in Sy no.448/2,449/2, &

450/2, Gopalaipally (V), Chityal Industrial

Estate Narkatpally (m), Nalgonda Dist.

c) Sri Dr Dhananjaya Alli Managing Director

and Sri G.Narendra Director have

guaranteed the above loan in their

personal capacities.

III. Sundry Creditors

Based on the information available with the

Company, there are no dues/Interest

outstanding to Micro, Small and Medium

Enterprises, as defined under the Micro,

Small and Medium Enterprises Development

Act 2006, as at March 31, 2015.

(Previous Year: Nil)

IV. Earnings in Foreign Currency

Export Sales Rs. 6,74,90,499/- Rs. 5,99,96,003/-

(US $605544) (US $1016881)

V. Taxes

Provision for Income tax Rs. NIL Rs. NIL

31st MAR, 2015 31st MAR, 2014

No provision for Income tax on book profit tax is made on account of brought forward Business and

Depreciation loss as on 01-04-2014.

Statutory Audit Fee 75,000 40,000

Tax Audit Fee 25,000 10,000

Fees for Other Services - -

Service Tax 14,000 6,180

1,14,000 56,180

31st MAR, 2015 31st MAR, 2014

VI. Details of Auditors' Remuneration

VII. Deferred Tax

a. During the current year the tax effect of the timing differences resulted in deferred tax Asset of

Rs 10,51,092/ - and the same has been shown in P&L Account and net Deferred tax liability of

Rs 11,32,193/- is shown in the Balance Sheet under schedule Deferred Tax Liability Net.

VII. Related Parties Disclosure

i) Particulars of Related Companies

Name of the Related Party

Related Companies Nature of Relation

American Generics Associate company

Vista Pharmaceutical Inc Associate Company

Key Management Personnel

Dr. Dhananjaya Alli Managing Director

Stanley Prabhakar Reddy Director (Executive)

M.H.Rao Director(Non-Excecutive)

G.Narendra Director(IndependentNon-Executive)

Vani Vatti Director(Independent Non-Executive)

K.Rajendra Prasad Nominee Director- APIDC




ii) Transactions with Related Companies / Others

Sale of goods

American Generics 75.12/-Lacs NIL

Vista Pharmaceutical Inc 599.79/-Lacs 599.96/-Lacs

2014-15 2013-14

(Amount in Rs.)

VIII. Applicability of Accounting Standard - 17

The Company has only one business segment, i.e formulations, hence segment reporting as defined

in accounting standard 17 is not applicable.

IX. Earnings per Share

Sale of goods

Profit after taxation as per Profit & Loss A/c 136.16 Lacs 46.68Lacs

Weighted Average number of 2, 50, 00,000 1, 50, 00,000

Equity Share outstanding

Basic and diluted earnings per 0.54 0.31

share in rupees

Face value Rs 2 per share Rs. 10 per share

2014-15 2013-14

X. Figures have been rounded off to the nearest rupee.

XI a. For the period ended 31st March 2015, the Company has adopted the Rates and Method prescribed

under Schedule II of Companies Act 2013, for the calculation of depreciation. As a result depreciation

is more by Rs.25.62 lakhs and the profits of the company are less by the aforesaid amount.

b. In respect of the assets in the opening balance as on 01.04.2014 for which the useful life has

expired as per Companies Act 2013, have been adjusted against the opening balance of retained

earnings in an amount of Rs.2.05 lakhs.

XII. Contingent Liability : Commissioner of Income Tax III, Hyderabad issued a demand of tax for

3,86,58,242/- for the Assessment Year 2006-07 assuming the interest waived by IDBI under One time

settlement of dues as income for the year. The company's appeal against demand of Rs 3,86,58,242

was decided in company's favour by the Income tax appellate tribunal Andhra Pradesh Hyderabad.

The Income Tax department preferred an appeal before the Andhra Pradesh high court which again

was decided in favour of the company. The dept has preferred an appeal against the orders of the AP

high court in the Supreme Court.




2. Notes on Financial statements as on 31.03.2015

2.1 Share Capital (Amount in Rs.)

Particulars As at 31/03/2015 As at 31/03/2014

(i) Authorized Capital

7,50,00,000 Equity shares of Rs.2/- Each 15,00,00,000 15,00,00,000

(ii) Issued, Subscribed and Paid Up Capital

1,50,00,000 Equity share of Rs.10/- Each, fully paid - 15,00,00,000

2,50,00,000 Equity shares of Rs.2/- Each, 5,00,00,000 -

fully paid up

Total 5,00,00,000 15,00,00,000

Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting

period:(Amount in Rs.)


(i) Equity Shares

No. of Equity Shares at the beginning of 1,50,00,000 1,50,00,000

reporting period

Add: No. of Equity Shares issued 2,50,00,000 -

during the period

Less: Reduction in shares 1,50,00,000 -

No. of Equity Shares at the end of the 2,50,00,000 1,50,00,000

reporting period

List of the shareholders holding more than five percent of shares in the company as at the Balance

Sheet date:

ParticularsAs at 31/03/2015 As at 31/03/2014

No. of Shares in %age No. of Shares in %age

1 VISTA PHARMA INC, 872,486 17.45% 26,17,457 17.45%

2 B.SRINIVASULU 534,660 10.69% 16,03,979 10.69%

3 D.GOPAL 534,333 10.69% 16,03,000 10.69%

4 KESHAVA MURTHY SHIV SHANKAR 521,132 10.42% 15,63,395 10.42%




2.2 Reserves and Surplus (Amount in Rs.)


(i) Capital Reserve/General Reserve/Other

Reserve (Specify)

Opening Balance

Capital Reserve - Principal remission 80,95,000 80,95,000

by Financial Institutions

General Reserve - State Investment Subsidy 15,00,000 15,00,000

Closing Balance 95,95,000 95,95,000

(ii) Securities Premium Reserve

Opening Balance 3,58,69,875 3,58,69,875

Closing Balance 3,58,69,875 3,58,69,875

(iii) Surplus

Opening Balance (104,517,956) (10,91,85,811)

Less: adjusted in opening balance of retained

Earnings

Less: Capital reduction transferred to surplus 204,985 100,000,000

Add: Profit for the year as per Statement of

Profit & Loss a/c 13,616,163 4,667,855

Total Profit available for Appropriation (8,893,223) (104,517,956)

Closing Balance (8,893,223) (104,517,956)

Grand Total 54,358,098 (59,053,081)

2.3 Deffered Tax Liability (Amount in Rs.)


(i) Deferred Tax Liabilities

Opening Balance 2,183,285 21,18,887

- For Depreciation

WDV as per Companies Act 10,457,835 77,44,387

WDV as per Income Tax Act 7,056,243 79,52,795

Timing Difference (3,401,592) 2,08,408

Deffered Tax Liability @ 30.90% (1,051,092) 64,398

Deffered Tax Liability Net 1,132,193 21,83,285

2.4 Long Term Provisions (Amount in Rs.)


Provision for Gratuity 198,710 2,85,643

Fringe Benefit Tax 156,420 1,56,420

Total 355,130 4,42,063




2.5 Short Term Provisions (Amount in Rs.)


Secure Loans

CC from Allahabad Bank 40,371,957 -

Total 40,371,957 -

2.6 Trade Payables (Amount in Rs.)


Trade Payables For Goods 77,470,040 43,193,858

Total 77,470,040 43,193,858

2.7 Other Current Liabilities (Amount in Rs.)


Caution Deposit- staff 764,792 206,960

Other liabilities 54,254 -

Total 819,046 206,960

2.8 Short Term Provisions (Amount in Rs.)


Eletricity charges payable APCPDCL 145,103 1,99,569

E.S.I Payable 608,673 4,48,847

Office Rent payable 59,257 1,18,614

Outstanding exp 146,289 1,289

P.F.Payable 389,201 9,82,789

Professional Tax Payable 53,201 41,501

Salaries Payable - Factory 918401 8,95,853

Salaries Payable - Office 370,466 3,43,753

TDS Payable 356481 4,21,893

Audit Fee Payable 226,539 172,539

Total 3,273,611 3,626,647




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2.10 Non Current Investments (Amount in Rs.)


I Trade Investments

(b) Investment in Equity Instruments

Everest Organics Limited 5,000 5,000

Grand Total 5,000 5,000

Additional disclosures related to Non Current Investments as per requirement of Revised Schedule VI:

(Amount in Rs.)

ParticularsRelation / Name of All the

Partners with their Capital

Balance and Share in ProfitAs at 31/03/2014 As at 31/03/2013

Investment in Equity

Instruments

(a) Everest Organics Non Related 5,000.00 5,000.00

Grand Total 5,000.00 5,000.00

Classification of Non Current Investments

Particulars

(a) Aggregate amount of Quoted

Investments and market

value thereof 5,000.00 5,000.00 5,000.00

(b) Aggregate amount of

Unquoted Investments N.A. - -

(c) Aggregate Provision for

Diminution in value of

Investments N.A. - -

Market Value

As at 31/03/2014

Book Value

As at 31/03/2014

Book Value

As at 31/03/2013

2.11 Long Term Loans and Advances (Amount in Rs.)


(i) Security Deposits

(a) A.P.S.EB Security Deposit 466,027 466,027

Deposits- others 25,881 25,881

Deposits- cellphones 3,359 3,359

Rent Deposit 42,000 42,000

Telephone Deposit 3,500 3,500

(ii) Other Long Term Loans and Advances

(a) Advance Fringe Benefit Tax of Earlier Years 220,023 220,023

Total 760,790 760,790




2.12 Inventories (Amount in Rs.)


Raw Materials 1,470,675 3,612,742

Work in Progress - -

Packing Materials 746,664 3,322,851

Total 2,217,339 6,935,593

2.13 Cash and Cash Equivalents (Amount in Rs.)


Balances with Banks

State Bank of Hyderabad & ,S.B.I 318,607 353,147

Canara Bank 8,385 8,385

Indusland Bank 11,952 11,952

Cash on Hand 101,848 117,429

Fixed Deposit with SBI 529,000 469,000

Total 969,792 959,914

2.14 Trade Receivables (Amount in Rs.)


Trade Receivables

(i) Exceeding Six Months

Unsecured, Considered Good 33,561,046 -

(ii) Others

Unsecured, Considered Good 79,384,750 10,344,353

Total 112,945,796 10,344,353

2.15 Short Term Loans and Advances (Amount in Rs.)


(i) Advances recoverable in cash or kind

(a) Prepaid Expenses 68,052 143,890

(b) Prepaid Insurance 169,217 94,687

(ii) Balance with Revenue Authorities

(a) VAT Credit Receivable 2,037,450 3,993,503

(b) CST Claim Receivable 520,684 275,382

(c) TDS Receivable 654,462 37,651

Total 3,449,866 4,545,113

2.16 Other Current Assets (Amount in Rs.)


Accrued Interest on Bank Guarantee 149,930 130,053

Total 149,930 130,053




(Amount in Rs.)

Turnover 67,490,449 59,996,003

sale of Traded Goods 38,397,837 -

Other Operating Revenue 31,577,703 23,020,255

Sub-Total 137,465,989 83,016,258

Less: Excise Duty - -

Total 137,465,989 83,016,258

3. Notes referred to in the Statement of Profit and Loss are as follows:

3.1 Revenue from Operations

Interest Income 77,876 297,315

Other Income 5,450 -

Total 83,326 297,315

3.2 Other Income

(Amount in Rs.)

(i) Raw Materials

Opening Stock:

Opening Stock of Raw Material 3,612,742 7,671,505

Opening Stock in Process - 4,044,480

Add: Purchase of Raw Materials 46,764,090 37,792,315

50,376,832 49,508,300

Less: Closing Stock

Closing Stock of Raw Material 1,470,675 3,612,742

Closing Stock in Process - -

Raw Materials Consumed 48,906,157 45,895,558

(ii) Packing Materials

Opening Stock 3,322,851 1,723,452

Add: Purchase during the period 2,363,755 4,529,616

Less: Closing Stock 746,664 3,322,851

Packing Materials Consumed 4,939,942 2,930,217

(iii) Purchase of Traded Goods 24,839,194 -

Total Cost of Materials Consumed 78,685,293 48,825,775

3.3 Cost of Materials Consumed

ParticularsFor the year ended

on 31/03/2015

For the year ended

on 31/03/2014


on 31/03/2015

For the year ended

on 31/03/2014


on 31/03/2015

For the year ended

on 31/03/2014

(Amount in Rs.)




(Amount in Rs.)

House Keeping Expenses(Factory) 140,978 184,227

Freight Charges 222,415 272,986

Power & Fuel 5,227,066 4,906,824

Machinery Maintenance 290,797 261,037

Factory Maintenance 4,574,487 4,203,748

Q.C. / R & D Expenses 180,107 92,650

Total 10,635,850 9,921,472

3.4 Manufacturing and Other Direct Expenses


on 31/03/2015

For the year ended

on 31/03/2014

(Amount in Rs.)

Salaries and Wages 6,491,121 58,75,674

Employer Contribution to Provident Fund 187,446 1,80,385

Employer Contribution to ESI 116,791 1,11,246

Employees Other Benefits 52,284 -

Staff Welfare Expenses 72,920 70,088

Total 6,920,562 62,37,393

3.5 Employee Benefit Expenses


on 31/03/2015

For the year ended

on 31/03/2014

(Amount in Rs.)

Interest Expenses 3,840,134 -

Bank Charges 280,625 30,864

Total 4,120,759 30,864

3.6 Employee Benefit Expenses


on 31/03/2015

For the year ended

on 31/03/2014

(Amount in Rs.)

Depreciation on Fixed Assets 10,457,835 77,44,387

Total 10,457,835 77,44,387

3.7 Depreciation and Amortization Expenses


on 31/03/2015

For the year ended

on 31/03/2014




(Amount in Rs.)

Rent 426,132 405,840

Insurance 144,079 87,689

Fees Renewals, Rates and Taxes 560,365 176,235

Conveyance 177,344 83,082

Travelling, Lodging & Boarding Expenses 631,790 585,866

Telephone and Communication Expenses 140,932 118,871

Security Charges 750,377 664,514

Office Expenses 96,807 117,035

Pooja Expenses 129,667 122,713

Printing & Stationery 505,472 198,923

Audit Fees 114,000 56,180

Postage, Courier & Email Charges 49,735 13,953

Vehicle Hire Charges 618,934 412,229

AGM, EGM Expenses & Director Sitting Fee 222,600 31,931

Listing Fee 112,360 44,944

Advertisement 88,711 18,096

Anylitical & Calibration Charges 1,255,388 681,907

Consultancy & Professional Charges 511,341 378,748

Demat Service Charges and Fees 82,926 148,886

AMC Charges 35,787 65,554

Fright outwards 6,717,767 1,392,139

Recruitment Service Charges 17,550 16,094

Foreign Exchange Loss 773,881 -

Total 14,163,945 5,821,429

3.8 Administrative and Other Expenses


on 31/03/2015

For the year ended

on 31/03/2014


PRV ASSOCIATES


(Firm Reg. No. 0064475)

Sd/-

Ch. Venkatramayya

Partner


Date: 29.05.2015


Sd/-

Dr. Dhananjaya Alli

Managing Director

DIN 00610909

Sd/-


Director

DIN 03270178





Registered Office:Plot Nos. 10 to 14 and 16 to 20,APIIC Industrial Estate, Chityal, Gopalaipalli Village

Narketpally Mandal Nalgonda District Telangana

Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s) : ___________________________________________________________

Registered Address : __________________________________________________________

E-mail Id : __________________________________________________________

Folio No /Client ID : __________________________________________________________

DP ID : __________________________________________________________

I/We, being the member(s) of ____________shares of the above named company. Hereby appoint

1. Name : _____________________________________________________________

E-mail Id : _____________________________________________________________

Address : _____________________________________________________________

Signature __________________________________or failing him

2. Name : _____________________________________________________________

E-mail Id : _____________________________________________________________

Address : _____________________________________________________________


3. Name : _____________________________________________________________

E-mail Id : _____________________________________________________________

Address : _____________________________________________________________


as my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the 24th Annual General Meeting of

the company, to be held on the MONDAY, 7th September, 2015 at11.30 A.M. at __________________ and at any

adjournment thereof in respect of such resolutions as are indicated below:

Sl.

No.Resolution(s)

Vote

For Against

1. To receive, consider and adopt the audited financial statements of the Companyfor the financial year ended 31st March 2015, the Reports of the Board of Directorsand the Auditors thereon.

2. To appoint a Director in place of Mr. Mallem Hanumantha Rao (holding DIN00129311), who retires by rotation and, being eligible, offers himself for re-appointment.

3. Ratifying the appointment of Statutory Auditors of the Company/4. Appointment of Mr. N.V. Chalapathi Rao (holding DIN: 03270178) as Director

of the Company5. Appointment of Dr. Dhananjaya Alli as Managing Director for 5 years w.e.f.

07.09.20156. Appointment of Mr. Mr. N.V. Chalapathi Rao as Whole time Director for 5 years

w.e.f. 07.09.2015

* Applicable for investors holding shares in Electronic form.

Signed this _____day of _____20___

Signature of Shareholder Signature of Proxy holder Signature of the shareholder

Affix

Revenue

Stamps

Note:

1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less

than 48 hours before the commencement of the Meeting.

2) The proxy need not be a member of the company




Registered Office: Plot Nos. 10 to 14 and 16 to 20,APIIC Industrial Estate, Chityal, Gopalaipalli Village

Narketpally Mandal Nalgonda District Telangana

ATTENDANCE SLIP

24th Annual General Meeting on Monday, 7th September, 2015at 11:30 A .M .at Plot Nos. 10 to 14 and 16

to 20,APIIC Industrial Estate, Chityal, Gopalaipalli Village Narketpally Mandal Nalgonda District

Telangana

Full name of the members attending _________________________________________________________

(In block capitals)

Ledger Folio No./Client ID No. _______________________ No. of shares held: ______________________

Name of Proxy ____________________________________________________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the 24th Annual General Meeting of Vista Pharmaceuticals Limited held at

Plot Nos. 10 to 14 and 16 to 20,APIIC Industrial Estate, Chityal, Gopalaipalli Village Narketpally Mandal

Nalgonda District Telangana, on Monday 7th September, 2015.

_______________________________________

(Member's /Proxy's Signature)

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further

copies will not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than

FORTY EIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy,

shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined

by the order in which the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in

person and voting at the meeting.

No Gifts, Gift Coupons, Cash in lieu of Gifts will be given at the AGM to any member

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