VISTA PHARMACEUTICALS LIMITEDvistapharmaceuticals.com/financials/Annual_Report_2016...2 VISTA PHARMACEUTICALS LIMITED 26th Annual Report 2016-17 SHARE TRANSFER AGENTS & DEMAT REGISTRARS

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VISTA PHARMACEUTICALS LIMITED

26th Annual Report 2016-17

BOARD OF DIRECTORS

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 TSIDCMr. Chalapathi Rao N.V Whole Time Director

Key Managerial PersonnelDr. Dhananjaya Alli Managing DirectorMr. Arjun Upadhyay Company Secretary

(w.e.f 01.05.2017)

Mr. Suneel Pachipala Chief Financial Officer

Corporate Identity Number: L24239TG1991PLC012264

Corporate Office7-1-212/A/70, 1st Floor, Plot No. 85, Shivbagh,Ameerpet, Hyderabad - 500 016, Telangana.Ph. : 040-65581585, Fax : 040-23741585Email: [email protected]

Registered OfficePlot Nos. 10 to 14 and 16 to 20,TSIIC Industrial Estate, Chityal, Gopalaipalli Village,Narketpally Mandal, Nalgonda District, Telangana.Ph. : 09291015956, Fax : 08682-272551E-mail: [email protected]

Statutory AuditorsV.Kishore Kumar & AssociatesChartered AccountantsH.No.7, Survey No.163, Kismatpur Village, Hyderabad.

Internal AuditorsM/s. B. Srinivasa Rao & Co.,Chartered AccountantsSanjeevareddy Nagar, Hyderabad.

Secretarial AuditorsManoj Kumar Koyalkar,Practicing Company Secretary

BankersState Bank of IndiaBalkampet Branch, Hyderabad - 500038.

State Bank of IndiaPanjagutta Branch, Panjagutta, Hyderabad - 500082.

State Bank of IndiaChityal Branch, Chityal, Nalgonda ( District)

Vijaya BankNarayanaguda Branch,Narayanaguda, Hyderabad

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SHARE TRANSFER AGENTS & DEMAT REGISTRARSM/s. Aarthi Consultants Private Ltd.H.No. 1-2-285, Domalguda, Hyderabad - 500 029.Ph.Nos. : 040-27634445 /27638111 / 27642217Fax No. : 040-27632184E-mail: [email protected].

WEBSITE:www.vistapharmaceuticals.com

Compliance officerMr. Arjun UpadhyayCompany Secretary

IMPORTANT COMMUNICATION TO MEMBERS

1. The Ministry of Corporate Affairs has taken a “Green Initiative in the CorporateGovernance” by allowing paperless compliances by the Companies and has issuedcirculars stating that service of the notice/documents including Annual Report can besent by e-mail to its members. To support this green initiative of the Government in fullmeasure, members who have not registered their e-mail addresses, so far, are requestedto register their e-mail addresses, in respect of electronic holding with the Depositorythrough their concerned Depository Participants. Members who hold shares in physicalform are requested to register the same with the following addresses.

Corporate Office: Aarthi Consultants Private Limited7-1-212/A/70, 1st Floor, Plot No. 85, Registered Office :Shivbagh, Ameerpet, H.No. 1-2-285, Domalguda,Hyderabad - 500 016. Hyderabad – 500029.Ph. 040-65581585 Phones 040-27634445/27638111/Fax: 040-23741585 27642217 Fax No. 040-27632184Email: [email protected] E-mail: [email protected]

2. SEBI has made it mandatory for every participant in the Securities/Capital Market to furnishthe details of Income Tax Permanent Account Number (PAN). Accordingly, all theshareholders holding shares in physical form are requested to submit photocopy of bothsides of PAN card, duly attested to the Demat Registrar and Share Transfer Agent of theCompany, M/s Aarthi Consultants Private Limited.

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NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the 26th Annual

General Meeting of the Members of M/s Vista

Pharmaceuticals Limited will be held on

Saturday, the 23rd day of September, 2017 at

10.40 A.M at the Registered office of the

Company i.e., Plot Nos. 10 to 14 and 16 to

20 TSIIC Industrial Estate, Gopalaipalli

Village, Narketpally Mandal, Nalgonda

District-508254, Telangana to transact the

following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the

audited financial statements for the year

ended 31st March, 2017 along with

Notes, Directors’ Report and Auditors’

Report thereon.

2. To appoint a Director in place of Mr.

Stanley Prabhakar Reddy, who retires by

rotation and being eligible, offers

himself for re-appointment.

3. To Appoint M/s. V. Kishore Kumar &

Associates, Chartered Accountants (Firm

Registration No. 013975S) as Statutory

Auditors of the Company for a period of

4(Four) years.

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

appoints M/s. V. Kishore Kumar &

Associates, Chartered Accountants (Firm

Registration No. 013975S), as the

Statutory Auditors of the Company to

hold office from the conclusion of this

meeting until the conclusion of the 31st

Annual General Meeting to be held for

the financial year 2020-2021 subject to

ratification by members at every Annual

General Meeting to be held after this

General meeting, on such remuneration

as may be determined by the Board of

Directors of the Company.”

By order of the Board

for VISTA PHARMACEUTICALS LIMITED

Sd/-

N.V.Chalapathi Rao

Wholetime Director

DIN No: 03270178

Place: Hyderabad

Date: 18-08-2017

Registered Office

Plot Nos. 10 to 14 and 16 to 20,

TSIIC Industrial Estate, Chityal,

Gopalaipalli Village,

Narketpally Mandal,

Nalgonda District - 508254.

Telangana.

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Notes

1. The relevant Explanatory Statementpursuant to section 102 (1) of theCompanies Act, 2013, in respect ofSpecial Business at the meeting, isannexed hereto and forms part of thisnotice.

2. The relevant details of the Directorsseeking appointment and re-appointment under the accompanyingNotice, as required by Regulation 36 ofSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 isannexed herewith. The Directors havefurnished the requisite declarations fortheir appointment/re-appointment.

3. A member entitled to attend and voteis entitled to appoint a proxy to attendand vote instead of himself and theproxy need not be a member. Proxiesin order to be effective must be receivedby the company not later than fortyeight (48) hours before the meeting.Proxies submitted on behalf of limitedcompanies, societies, etc., must besupported by appropriate resolutions/authority, as applicable.

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 proposedto be appointed by a Member holdingmore than 10% of the total sharecapital of the Company carrying votingrights, then such proxy shall not act asa proxy for any other person orshareholder.

4. During the period beginning 24 hoursbefore the time fixed for thecommencement of the meeting andending with the conclusion of themeeting, a member would be entitled

to inspect the proxies lodged at any timeduring the business hours of theCompany, provided not less than threedays’ notice in writing is given to theCompany

5. Members are requested to bring theirattendance slips duly completed andsigned mentioning therein details oftheir DP ID and Client ID/ Folio No.

6. In case of joint holders attending theMeeting, only such joint holder who ishigher in the order of names will beentitled to vote at the Meeting.

7. Relevant documents referred to in theaccompanying Notice and in theExplanatory Statements are open forinspection by the Members at theCompany’s Registered Office on allworking days of the Company, duringbusiness hours up to the date of theMeeting.

8. Corporate Members intending to sendtheir authorized representatives toattend the Meeting pursuant to Section113 of the Companies Act, 2013 arerequested to send to the Company, acertified copy of the relevant BoardResolution together with their respectivespecimen signatures authorizing theirrepresentative(s) to attend and vote ontheir behalf at the Meeting.

9. Members seeking any information withregard to the Accounts are requested towrite to the Company at an early date,so as to enable the Management to keepthe information ready at the meeting.

10. Any director himself or any memberintending to propose any person as adirector other than a retiring director, hasto give a notice as to his intention topropose him/ her as a candidate for thatoffice not less than 14 (fourteen) daysbefore the meeting along with deposit

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of Rs.1,00,000 (Rupees One Lakh).

11. Members holding shares indematerialized form (electronic form)are requested to intimate any changesin their respective addresses, bankmandates etc., directly to theirrespective Depository Participants

12. The Ministry of Corporate Affairs hastaken a “Green Initiative in theCorporate Governance” by allowingpaperless compliances by thecompanies and has issued circularsstating that service of notice/documentsincluding Annual Report can be sent bye-mail to its members. To support thisgreen initiative of the Government in fullmeasure, members are requested toregister their e-mail addresses in respectof electronic holdings with theDepository through their concernedDepository Participants. Members whohold shares in physical form arerequested to send their e-mail addressto the following: [email protected]

13. The Notice of the AGM along with theAnnual Report 2016-17 is being sent byelectronic mode to those Memberswhose e-mail addresses are registeredwith the Company/ Depositories, unlessany Member has requested for aphysical copy of the same. For Memberswho have not registered their e-mailaddresses, physical copies are being sentby the permitted mode.

14. Voting through electronic means:

I. In compliance with provisions ofSection 108 of the Companies Act,2013 and Rule 20 of the Companies(Management and Administration)Rules, 2014, the Company ispleased to provide facility to themembers to exercise their right tovote at the 26th Annual General

Meeting (AGM) by electronicmeans and the business may betransacted through Remote E-Voting platform provided by CDSL.

15. The Company is also providing thefacility for voting by way of physicalballot at the Annual General Meeting.Ms. Kritika Sharma, Practicing CompanySecretary has been appointed as theScrutinizer to scrutinize the remote e-voting process as well as the Ballotprocess at the Annual General Meetingin a fair and transparent manner.

16. The facility for voting through ballotpaper shall be made available at AGMand members attending the meeting andwho have not cast their vote by remotee- voting shall be able to exercise theirright at the meeting through the ballotpaper.

17. Members who have cast their vote byremote e-voting prior to the AGM mayalso attend the AGM but shall not beentitled to cast their vote again.

18. A person whose name is recorded in theregister of members or in the register ofbeneficial owners maintained by thedepositories as on the cut-off date i.e,16-09-2017.

19. Members as on 16.09.2017only shall beentitled to avail the facility of remotee-voting.

The instructions for RemoteE-Voting are as under:

i. The voting period begins at 9 A.M.on 20th September, 2017 and endsat 5 P.M. on 22nd September, 2017During this period shareholders ofthe Company holding shares eitherin physical form or indematerialized form, as on the cut-off date, i.e. 16th September, 2017

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(End of Day) may cast their voteelectronically. The Remote E-Votingmodule shall be disabled by CDSLfor voting thereafter.

ii. The shareholders should log on tothe Remote E-Voting websitewww.evotingindia.com during thevoting period.

iii. Click on the “Shareholders” tab.

iv. Now select the “VISTAPHARMACEUTICALS LIMITED”from the drop down menu and clickon “SUBMIT”.

v. Now enter your User-ID

a. For CDSL: 16 digits beneficiaryID,

b. For NSDL: 8 Character DP IDfollowed by 8 Digits Client ID,

c. Members holding shares inPhysical Form should enterFolio Number registered withthe Company.

vi. Next enter the Image Verification asdisplayed and Click on Login

vii. If you are holding shares in dematform and had logged on towww.evotingindia.com and votedon an earlier voting of anycompany, then your existingpassword is to be used.

viii.If you are a first time user follow thesteps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company / DepositoryParticipant are requested to use the first two letters of their name and the8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable numberof 0’s before the number after the first two characters of the name in CAPITALletters. Eg: If your name is Ramesh Kumar with sequence number 1 thenenter RA00000001 in the PAN field.

• The respective sequence number will be printed on the address sticker ofthe annual report cover sent to the shareholders

DOB Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in dd/mm/yyyy format.

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ix. After entering these detailsappropriately, click on “SUBMIT” tab.

x. Members holding shares in physicalform will then directly reach theCompany selection screen. However,members holding shares in demat formwill now reach ‘Password Creation’menu wherein they are required tomandatorily enter their login passwordin the new password field. Kindly notethat this password is to be also used bythe demat holders for voting forresolutions of any other company onwhich they are eligible to vote, providedthat company opts for e-voting throughCDSL platform. It is stronglyrecommended not to share yourpassword with any other person andtake utmost care to keep your passwordconfidential.

xi. For Members holding shares in physicalform, the details can be used only for e-voting on the resolutions contained inthis notice.

xii. Click on EVSN of VISTAPHARMACEUTICALS LIMITED

xiii. On the voting page, you will see“RESOLUTION DESCRIPTION” andagainst the same the option “YES/NO”for voting. Select the option YES or NOas desired. The option YES implies thatyou assent to the resolution and optionNO implies that you dissent to theresolution.

xiv. Click on the “RESOLUTIONS FILE LINK”if you wish to view the entire Resolutiondetails.

xv. After selecting the resolution you havedecided to vote on, click on “SUBMIT”.A confirmation box will be displayed. Ifyou wish to confirm your vote, click on“OK”, else to change your vote, clickon “CANCEL” and accordingly modifyyour vote.

xvi. Once you “CONFIRM” your vote on theresolution, you will not be allowed tomodify your vote.

xvii.You can also take out print of the votingdone by you by clicking on “Click hereto print” option on the Voting page.

xviii. If Demat account holder has forgottenthe same password then enter the UserID and the image verification code andclick on Forgot Password & enter thedetails as prompted by the system.

xix. Note for Institutional Shareholders

a. Institutional shareholders (i.e. otherthan Individuals, HUF, NRI, etc.)are required to log on to https://www.evoting.co.in and registerthemselves as Corporates.

b. A scanned copy of the RegistrationForm bearing the stamp and signof the entity should be emailed [email protected]

c. After receiving the login details theyhave to create compliance usershould be created using the adminlogin and password. TheCompliance user would be able tolink the account(s) for which theywish to vote on.

d. The list of accounts should bemailed to [email protected] and on approval ofthe accounts they would be able tocast their vote.

e. A scanned copy of the BoardResolution and Power of Attorney(POA) which they have issued infavour of the Custodian, if any,should be uploaded in PDF formatin the system for the scrutinizer toverify the same.

xx. In case you have any queries or issuesregarding, you may refer the Frequently

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Asked Questions (“FAQ’s”) and e-votingmanual available atwww.evotingindia.co.in under helpsection or write an email [email protected]

I. The Scrutinizers shall within a periodnot exceeding three (3) working daysfrom the conclusion of the e-votingperiod unblock the votes in the presenceof at least two (2) witnesses not in theemployment of the Company and makea Scrutinizer’s Report of the votes castin favour or against, if any, forthwith tothe Chairman of the Company.

II. The results shall be declared on orbefore the AGM of the Company. Theresults along with the Scrutinizer’sReport shall be placed on the

Company’s website http://www.vistapharmaceuticals.com/ / andon the website of Aarthi ConsultantsPrivate Limited. Within two (2) days ofpassing of the resolutions at the AGMof the Company and be communicatedto the Stock Exchanges.

16. The Securities and Exchange Board ofIndia (SEBI) has mandated thesubmission of Permanent AccountNumber (PAN) by every participant inthe securities market. Members holdingshares in electronic form are, therefore,requested to submit their PAN to theDepository Participants with whom theymaintain their demat accounts.Members holding shares in physicalform should submit their PAN to theCompany.

17. In terms of Section 72 of the CompaniesAct, 2013, a member of the companymay nominate a person on whom theshares held by him/her shall vest in theevent of his/her death. Membersdesirous of availing this facility maysubmit nomination in prescribed Form-SH-13 to the company/RTA in caseshares are held in physical form, and totheir respective depository participant,if held in electronic form

By order of the Board

for VISTA PHARMACEUTICALS LIMITED

Sd/-

N.V.Chalapathi Rao

WholetimeDirector

DIN No: 03270178

Place: HyderabadDate: 18-08-2017

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Brief profile of Directors Retiring at the Annual General Meeting of the Company(Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Name of the Director Mr. Stanley Prabhakar Reddy

Date of Birth 14.03.1950

Date of Appointment 12/08/2016

Expertise in specific Psychiatrist Expert in human clinical studiesfunctional areas

Qualifications M.B.B.S.Medical degree from Kurnool Medical College(S.V. University), Kurnool, India in 1971.

Certified in psychiatry in New York, USA

President & Managing Director of Long IslandPsychiatric Associates.

Director of Psychiatry at Brunswick HospitalCenter, Amityville, New York.

Member of various psychiatric organizations andis associated with a number of hospitals andorganizations in New York.

List of other companiesin which directorship isheld as on March 31, 2017 NIL

Chairman/Member of theCommittees of theBoard of the Companiesin which he/she is adirector as onMarch 31, 2017 NIL

Equity Shares heldin the Company NIL

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FORM FOR REGISTRATION OF EMAIL ADDRESS FOR RECEIVING DOCUMENTS /NOTICES BY ELECTRONIC MODE

ToM/s. Aarthi Consultants Private Ltd.H.No. 1-2-285, DomalgudaHyderabad - 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)

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DIRECTOR’S REPORT

ToThe MembersVista Pharmaceuticals Limited

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

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:(Amount in Rs )

Particulars 31-03-2017 31-03-2016

Revenue from Operations 24,18,19,369 15,37,95,936

Other Income 5,73,831 2,45,304

Total Revenue 24,23,93,200 15,40,41,240

Expenses 22,09,79,116 13,55,06,187

Depreciation 1,01,50,787 1,01,51,745

Profit / (loss) Before exceptional and extra 1,12,63,297 83,83,308ordinary items and Tax

Less: exceptional and extraordinary items - -

Profit/ ( loss) Before Taxation 1,12,63,297 83,83,308

Less: - Current Tax 24,49,560

- Income Tax (Earlier years) 17,73,480

- Deferred Tax (9,26,454) (11,31,653)

Profit / (loss) After Tax 1,15,13,671 77,41,481

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

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

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

There are no other Material Changes and Commitments affecting the financial position of theCompany which occurred between the end of the financial year to which the financial statementsrelate and the date of this Report.

Dividend

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

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Transfer to reserve

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

Share Capital

The authorised share capital of the company as on March 31, 2017 is Rs. 15,00,00,000/- dividedinto 7,50,00,000 equity shares of Rs. 2/- each.

Issued, subscribed and paid up capital of the company as on March 31, 2017 isRs. 5,31,42,572 /- divided into 2,65,71,286 equity shares of Rs.2/- each.

The Company has not issued any shares with differential rights and hence no information as perprovisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capitaland Debenture) Rules, 2014 is furnished.

There was an increase in share capital of the company from 50,000,000 to 5,31,42,572 due toissue of 1571286 equity shares of Rs. 2 /- issued at premium of Rs. 22.05 to Non- Promoter onPreferential basis.

Listing

The Securities Exchange Board of India (SEBI), on September 02nd 2015, has issued SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate andstreamline the provisions of listing agreement for different segments of capital market to ensurebetter enforceability. The said regulations were effective from December 1st, 2015. Accordingly,all listed entities were required to enter into the Listing Agreement within 6 months from theeffective date. The Company entered into Listing agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSEwhere the Company’s Shares are listed.

Directors and Key Managerial Personnel:

Proposed Appointments:

The following appointments to the Board are proposed:

Approval of the shareholders is being sought for the appointment of Mr. STANLEY PRABHAKARREDDY (DIN: 07614532) as Director of the Company, who retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offer himself for re-appointment inaccordance with the provisions of the Companies Act and pursuant to Articles of Association ofthe Company.

Your Board recommends his re- appointment.

Meetings

During the year under review 7 (Seven) Board Meetings were convened and held. The Boardmeetings were held on 27.05.2016, 12.08.2016, 24.10.2016, 11.11.2016, 13.02.2017,07.03.2017, 31.03.2017, The intervening gap between the Meetings was not more than 120days as prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Board has carried out an annual performance

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evaluation of its own performance, the Directors individually as well as the evaluation of theworking of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees.

Declaration by Independent Directors

A declaration has been received by all the Independent Directors of the Company that theymeet the criteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct, 2013.

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

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of Directorsof the Company make the following statements, to the best of their knowledge and belief andaccording to the information and explanations obtained by them:

a) That in the preparation of the annual financial statements for the year ended March 31,2017, the applicable accounting standards have been followed and there have been nomaterial departures there from;

b) That the accounting policies mentioned in notes to the Financials Statements have beenselected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31, 2017 and of the profits of the Company for the year ended onthat date;

c) That proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguardingthe 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 control has been laid down to be followed by the Companyand such internal financial controls are adequate and operating effectively.

f) That proper systems are in place to ensure compliance with the provisions of all applicablelaws and such systems are adequate and operating effectively.

Audit Committee

The Audit Committee of the Company is duly constituted as per section 177 of the companiesact, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.. Composition and Scope of Audit Committee is as follows

The following are the members of the Audit Committee:

S.No Name of the Director Designation Category

1. Mr. G Narendra Chairman Independent, Non-Executive

2. Mr. M H Rao Member Non-Executive

3. Ms. Vani Vatti Member Independent, Non-Executive

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

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Audit Committee Meetings

Sl.No. Date of meeting Total No of Directors Number of Directorsas on the date of meeting attended

1. 27-5-2016 03 03

2. 12-8-2016 03 02

3. 24-10-2016 03 03

4. 11-11-2016 03 02

5. 13-2-2017 03 02

Scpoe of Committee:

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

a. Oversight of the Company’s financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and credible;

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

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

� Matters required to be included in the director’s responsibility statement to be includedin the board’s report in terms of clause (c) of sub-section (3) of Section 134 of theCompanies Act, 2013;

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

� Major accounting entries involving estimates based on the exercise of judgment bymanagement;

� Qualifications in the draft audit report;

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

� The going concern assumption;

� Compliance with accounting standards;

� Compliance with listing and legal requirements concerning financial statements;

d. Reviewing, with the management and auditors, and the adequacy of internal control systems;

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

f. Reviewing, with the management, the quarterly financial statements and auditor’s reportbefore submission to the Board for approval;

g. Reviewing, with the management, the statement of uses/application of funds raised throughan issue, the statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilisation of proceeds of a public or rights issue, and making appropriaterecommendations to the board to take up steps in this matter;

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h. Approval or any subsequent modification of transactions of the listed entity with relatedparties;

i. Scrutiny of inter-corporate loans and investments;

j. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

k. Evaluation of internal financial controls and risk management systems;

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

m. To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of non-payment of declared dividends) and creditors;

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

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

p. Composition, name of members and Chairperson

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee frameda policy for selection and appointment of Directors, Senior Management and their remuneration.

15. Nomination and Remuneration Committee:

The Company had constituted the Nomination and Remuneration Committee under section178 of the Companies Act,2013.

(a) Composition, Meetings and Attendance during the year

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

Name of the Director Status Nature of Directorship

Mr. M.H. Rao Chairman Independent, Non-Executive

Mr. Gilaka Narendra Member Independent, Non-Executive

Ms. Vatti Vani Member Independent, Non-Executive

(b) Selection and Evaluation of Directors

The Board has bases on recommendations of the nomination and remunerationCommittee, laid down following policies:

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

2. Policy for Board & Independent Directors Evaluation

(c) Performance Evaluation of Board, Committees and Directors

The company believes formal evaluation of the board and of the individual directors,on an annual basis, is a potentially effective way to respond to the demand for greater

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board accountability and effectiveness. For the company, evaluation provides anongoing means for directors to assess their individual and collective performance andeffectiveness. In addition to greater board accountability, evaluation of board membershelps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman – managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

(d) Remuneration Policy for Directors

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197(12) of the Companies Act, 2013 , read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amendedforms part of this report. In terms of Section 136 of the Companies Act, 2013 the sameis open for inspection at the Registered Office of the Company.

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

Statutory Auditors

V. Kishore Kumar & Associates, Chartered Accountants, has been appointed as statutory auditorsof the company by the board at their meeting held on_24.10.2016, to fill the casual vacancyarised due to non –appointment of M/s. PRV & associates, as statutory auditors of the companyat the 25th annual general meeting of the company.

V. Kishore Kumar & Associates, Chartered Accountants, were appointed upto the 26th AGM ofthe Company. However, they have signified their willingness for reappointment and accordinglyBoard recommends the re appointment of M/s. V. Kishore Kumar & Associates as StatutoryAuditors of the Company, who confirmed their eligibility under Section 139(1) of the CompaniesAct, 2013 for a period of 4 years(subject to ratification at every Subsequent AGM)

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

17



Replies to Auditors’ Report

Observations made by the auditor are suitably replied in the notes and accounts whereverrequired.

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 Auditorof the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report.

Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company andhence, no Cost Auditors are appointed.

Internal Audit & Controls

The Company has adequate Internal Financial Controls consistent with the nature of businessand size of the operations, to effectively provide for safety of its assets, reliability of financialtransactions with adequate checks and balances, adherence to applicable statues, accountingpolicies, approval procedures and to ensure optimum use of available resources. These systemsare reviewed and improved on a regular basis. It has a comprehensive budgetary control systemto 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 VigilMechanism for Directors and employees to report genuine concerns has been established.

Risk management policy

The Risk Management Policy is in place in the Company enables the Company to proactivelytake care of the internal and external risks of the Company and ensures smooth businessoperations.

The Company’s risk management policy ensures that all its material risk exposures are properlycovered, all compliance risks are covered and the Company’s business growth and financialstability are assured. Board of Directors decide the policies and ensure their implementation toensure 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 isgiven as Annexure to this report.

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

No other significant and material order has been passed by the regulators, courts, tribunalsimpacting the going concern status and Company’s operations in future.

Deposits

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

18



Subsidiary & Associates/Joint Ventures

Company does not have any subsidiary and associate company

Particulars of loans, guarantees or investments under section 186

Details of loans and guarantees given and investments made under Section 186 of the Act aregiven 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 relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 includingcertain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC-2as Annexure to this report.

There were no material significant related party transactions made by the Company with thePromoters, Directors, Key Managerial Personnel or the Senior Management which may have apotential conflict with the interest of the Company at large. None of the Directors had anypecuniary relationship or transactions with the Company, except the payments made to themin 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 andoutgo required to be disclosed under Section 134 of the Companies Act, 2013 read withCompanies (Accounts) Rules, 2015 are as follows:

7. Conservation Of Energy

POWER AND FUEL CONSUMPTION 2016-17 2015-16

1. ELECTRICITY

a. Purchased units(KWH) 445962 340162

Total Amount (in Rs.) 43,58,487 32,25,984

Unit Rate (in Rs.) 9.77 9.7

b. Own Generation

(Through Diesel Generator) Units 29301 32341

Unit per litre of diesel oil 5.29 5.84

Cost/Unit(Rs.) 9.66 10.66

2. COAL — —

3. FURNANCE OIL(Diesel Oil for Boiler) Quantity (in litres) 10178 32531

Total Amount (in Rs.) 6,43,306 17,01,697

Average Rate/Litre (in Rs.) 63.2 52.13

19



(B) Technology absorption

(i) The efforts made towards technology absorption:

The Company has neither absorbed nor adopted any new technology. The companyhas also not made any innovation in technology other than the R&D.

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

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

a) the details of technology imported

b) the year of import;

c) whether the technology been fully absorbed

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

(iv) No expenditure incurred on Research and Development

Foreign Exchange Earnings and Outgo

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

Foreign Exchange Inflows: 1839.26 Lakhs

Foreign Exchange Outflows: 202.09 Lakhs

Human Resources

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

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

Corporate Governance

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisionsrelating to Corporate governance is not applicable to your company and therefore there is noseparate report on corporate governance.

Management’s Discussion and Analysis

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

20



Corporate Social Responsibility

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

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Education andProtection Fund (IEPF).

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent, contractual, temporary, trainees) arecovered under this policy.

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

No. of complaints received: - NIL -

No. of complaints disposed off: - NIL -

Personnel

Your Directors place on record their appreciation for the services rendered by the employees.The relation between the management and the employees has been cordial throughout theyear.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support andContribution 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 tothe Company and their confidence reposed in the management.

By order of the Boardfor VISTA PHARMACEUTICALS LIMITED

Sd/- Sd/-N.V. Chalapathi Rao Dr. Dhananjaya AlliWholetime Director Managing Director

Place: Hyderabad DIN No: 03270178 DIN No: 00610909

Date: 18-08-2017

21



DETAILS OF UNCLAIMED SHARES

The Company is required to open an unclaimed suspense account with a depository participantand transfer all the unclaimed share certificates of members after giving three reminders.

All the voting rights on unclaimed shares shall remain frozen till the rightful owner of suchshares claims the shares.

As on March 31, 2017 your Company has no equity shares in the unclaimed suspense account.

S.No Particulars Remarks

1. Total number of shareholders and the outstandingshares in the suspense account lying as on 01.07.2017 None

2. Number of shareholders who approached listedentity for transfer of shares from suspense accountduring the year; None

3. Number of shareholders to whom shares weretransferred from suspense account during the year; None

4. Aggregate number of shareholders and the outstandingshares in the suspense account lying as on 31.03.2017 None

Green Initiative for Paperless Communications:

The Ministry of Corporate Affairs (“MCA”) has taken a “Green Initiative in Corporate Governance”by allowing paperless compliances by Companies through electronic mode. In accordancewith the recent circular bearing no.17/2011 and 18/2011 dated April 21, 2011 and April 29,2011 issued by the Ministry of Corporate Affairs, Companies can now send various notices/documents to their shareholders through electronic mode to the registered e-mail addresses ofthe shareholders. This is a golden opportunity for every shareholder of the Company to contributeto the Corporate Social Responsibility initiative of the Company.

This move by the Ministry is a welcome move, since it will benefit the society at large throughreduction in paper consumption and contribution towards a greener environment. Additionally,it will avoid loss in postal transit, save time, energy and costs.

Pursuant to the said circular, the company has forwarded e-mail communication to all shareholders whose email id were registered in the Depository records that the company intends touse the said e-mail id to send various Notices/ Correspondences etc .

By Understanding the underlying theme of the above circulars, to support this green initiativeof the Government in full measure, the company is sending the documents like notice conveninggeneral meetings, financial statements, directors reports, auditor’s report etc to the email addressregistered with the depositories by the share holders holding shares in electronic form and forshareholders holding shares in physical form, the physical copy to the address registered withthe Registrar and Share transfer Agents of the Company.

In this regard, we request share holders who have not registered their email addresses, so far toregister their email addresses, in respect of electronic holding with depository through theirconcerned depository participants and Members who hold shares in physical form are requested

22



to send the required details to the Registrar and Share Transfer Agent, M/s. Aarthi ConsultantsPrivate Ltd. H.No. 1-2-285, Domalguda, Hyderabad - 500 029.

Depository Services:

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

National Securities Depository Ltd.Trade World, 4th Floor, Kamala Mills Compound,Senapati Bapat Marg, Lower Parel, Mumbai-400 013.Tel : 091-022-24994200, Fax:091-022-24972993/24976351Email : [email protected]

Central Depository Services (India) Ltd.Phiroze Jeejeebhoy Towers, 17th Floor,Dalal Street, Mumbai – 400 023.Tel : 091-022-22723333Fax : 091-022-22723199Email: [email protected]

23



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 arm’s 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, ifany

(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 underfirst proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis: Nil

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

(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, ifany: NA

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

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




Date: 18-08-2017

24



Annexure II

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

(i) The ratio of the remuneration of each director to the median remuneration of the employeesof the company for the financial year:

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

1. Dr. Dhananjaya Alli NA

2. Dr. Stanley Prabhakar Reddy NA

3. Mr. N.V. Chalapathi Rao 1.29

4. Mr. M. H. Rao NA

5. Mr. G. Narendra NA

6. Ms. Vani Vatti NA

7. Mr. K. Rajendra Prasad NA

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary or Manager in the financial year.

S.No Name of the KMP Percentage increase in remuneration

1. Dr. Dhananjaya Alli NIL

2. Ms. Laxmi Addurui(Resigned w.e.f 01/05/2017) 0.48%

3. Mr. Suneel Pachipala 0.48%

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

(iv) In the Financial Year 2016-17, there was a increase of 0.48% in the median Remunerationof employees

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

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

25



PART-B

Information under Section 197 (12) of the Companies Act, 2013 read with the rule 5(2)Companies (Appointment and remuneration of managerial personnel ) Rules, 2014 and formingpart of Directors Report for the year ended March 31, 2017

Names of top 10 Employees Employed throughout the Financial Year and in receipt ofremuneration aggregating Rs 1,00,00,000 ( 1 Crore) or more

Name of the Designation Remuneration Qualification Experience Date of Last % of equityEmployee On (in Rs.) (years) Commencement Age employment company

of Employment held before sharesjoining the held in

Company the Company

Nil

Names of top 10 Employees Employed throughout the Financial Year and in receipt of remuneration for

a part of that year, at a rate which, in the aggregate, was not less than 8,50,000 lakh rupees Per Month

Name of the Designation Remuneration Qualification Experience Date of Last % of equityEmployee (in Rs.) (years) employment Age employment company

held before sharesjoining the held in

Company the Company

Nil

(iii) Employee employed throughout the financial year or the part thereof, was in receipt ofremuneration in that year which, in the aggregate, or the case may be, at a rate which, inthe aggregate, is in excess of that drawn by the managing director or whole-time directoror manager and holds by himself or along with his spouse and dependent children, notless than 2 % of the equity shares of the company: Nil




Date: 18-08-2017

26



Annexure III

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURES & DEVELOPMENTS:

The world economy continues to face a tough battle as it seeks to recover from a prolongedperiod of anemic growth and it appears to be slow moving, unstable and vulnerable toshocks.

India is amongst the top global pharmaceutical producers in the world. It ranks amongstthe top 5 API producers globally and accounts for over 30% of global production. It is alsoone of the most preferred suppliers of quality APIs globally largely on optimizedmanufacturing practices. The Domestic Indian Pharma Market (IPM) has continued togrow on the back of growing healthcare spending, rapid urbanization, increasing chronicdiseases and intensifying health insurance penetration. IPM grew around 9% this fiscal.

The export revenues continue to grow and 2016-2017 saw an increase of about 13% overlast year.

Despite consolidation and currency benefits the growth projections for the next 5 yearsare healthy.

Increased regulatory scrutiny coupled in the pricing pressures in US market along withincreasing R&D expenses will have an impact on the profitability of Indian PharmaceuticalCompanies.

However the Indian Pharmaceutical industry has gained adequate scale and R&Dcapabilities are the last few years which would keep them in good stead to capture newopportunities in the U.S market.

Opportunities and Threats.

The key challenges for the Indian pharmaceutical industry include the following:

• Ensuring 24x7 compliance with global cGMP standards; this will involve continuousimprovement in systems and processes as well as training of the workforce

• Government-mandated price controls on pharmaceutical products

• Increasing competition from smaller new entrants

Segment–wise or product-wise performance

- Pharmaceutical Formulations

Risks and concerns

Risk is intrinsic to any business. It is a general practice for organizations to identify andmitigate such risk at regular intervals. As a manufacturer in Pharmaceutical industry your

27



Company has to follow regulatory norms prevailing in the respective countries where theproducts are supplied. Your company is striving to mitigate such risk at every level.

Internal control systems and their adequacy.

believes that internal control is a necessary prerequisite of the principle of Governanceand that freedom should be exercised within a framework of checks and balances. TheCompany has a well-established internal control framework, which is designed tocontinuously assess the adequacy, effectiveness and efficiency of financial and operationalcontrols. The management is committed to ensure an effective internal control environment,commensurate with the size and complexity of the business, which provides an assuranceon compliance with internal policies, applicable laws, regulations and protection ofresources and assets.

The Company has in place adequate internal financial controls with reference to financialstatements. It has adopted necessary policies and procedures for ensuring the orderly andefficient conduct of its business, including adherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracyand completeness of the accounting records, and the timely preparation of reliable financialinformation. During the year, such controls were tested and no reportable material weaknessin the design or operation was observed.

Discussion on financial performance with respect to operational performance.

The company’s Revenue increased from Rs. 15,37,95,936 in previous year to Rs.24,18,19,369 in the financial year which is 13 % increase from the previous year. Ourcompany is committed to grow at a similar rate in future. The operational performance ofthe company is satisfying and the company will maintain such performance in future.

Material developments in Human Resources / Industrial Relations front, including numberof people employed.

Building on the organization’s efforts to provide a distinctive experience to our employees,our focus this year was to strengthen the integrated talent management approach, whichaims to acquire, nurture and develop the best talent to prepare them for leadership roleswithin the organization. To achieve this, we took a closer look at our entry level hires —how they are appointed, and career paths they ought to take. We strengthened the touchpoints at all levels, and deepened the engagement with campuses, a primary source of ourentry level hiring. Our efforts were also to provide clear career paths to members of ourSelf Managed Teams and chalk out an empowerment roadmap for them.

Outlook

Demographic trends will be a significant driver of global demand for pharmaceuticals inthe next five years. Increase in diagnosis and treatment of chronic conditions and an agingpopulation will drive pharmaceutical demand in developed markets. In emerging markets,population growth, coupled with improved access to healthcare and rising per capitaincome will drive demand.

28



FORM NO. MGT-9

EXTRACT OF ANNUAL RETURNas on financial year ended on March 31st, 2017

[Pursuant to Section 92 (3) of the Companies Act, 2013 andRule 12(1) of the Company (Management & Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

1 CIN L24239TG1991PLC012264

2 Registration Date 25/01/1991

3 Name of the Company VISTA PHARMACEUTICALS LTD

4 Category/Sub-category of the Category - Company Limited by SharesCompany Sub-Category - Indian Non-Government Company

5 Address of the Plot Nos. 10 to 14 and 16 to 20, TSIIC IndustrialRegistered office Estate, Chityal, Gopalaipalli Village, Narketpally& contact details Mandal, Nalgonda District, Telangana- 508254.

Phone No.: 040-65581585Fax No.: 040-23741585E-mail Id: [email protected]: www.vistapharmaceuticals.com

6 Whether listed company Yes

7 Name, Address & contact M/s. Aarthi Consultants Private Ltd.details of the Registrar & H.No. 1-2-285, Domalguda,Transfer Agent, if any. Hyderabad - 500 029, Telangana.

Ph.Nos. 040-27634445 /27638111 / 27642217Fax No.040-27632184E-mail:[email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main NIC Code of the % Of total turnoverproducts / services Product/service of the company

1 Pharmaceutical Products 2100 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. Name and Address CIN/GLN Holding/ % of shares ApplicableNo. of the Company subsidiary/ held Section

Associate

NIL

Annexure IV

29



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

i) Category-wise Share Holding:

No. of Shares held at the beginning No. of Shares held at the % ofCategory of the year(01.04.2016) end of the year (31.03.2017) Changeof duringShareholders % of % of the

Demat Physical Total Total Demat Physical Total Total yearShares Shares

(A) Promoters(1) Indian

(a) Individual/HUF 8,05,032 0 8,05,032 3.22 7,99,999 - 7,99,999 3.01 (0.21)

(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 7,50,000 0 7,50,000 3.00 7,50,000 0 7,50,000 2.82 (0.18)

(f) Any Other — — — — — — — — —

Sub-Total (A) (1) 15,55,032 0 15,55,032 6.22 15,49,999 0 15,49,999 5.83 (0.39)

(1) Foreign

(a) NRIs - Individuals 7,99,999 0 7,99,999 3.2 8,05,032 0 8,05,032 3.03 (0.17)

(b) Other - Individuals 0 0 0 0 0 0 0 0 0

(c) Bodies Corp. 43,62,428 0 43,62,428 17.45 43,62,428 15,71,286 59,33,714 22.33 4.88**

(d) Banks / FI 0 0 0 0 0 0 0 0 0

(e) Any Other…. 0 0 0 0 0 0 0 0 0

Sub-Total (A) (2) 51,62,427 — 51,62,427 20.65 51,67,460 15,71,286 67,38,746 25.36 4.71

Total Shareholding 67,17,459 0 67,17,459 26.87 67,17,459 15,71,286 82,88,745 31.19 4.33of Promoter(A) =(A) (1) + (A) (2)

(B) Public Shareholding

(1) Institutions

(a) Mutual Funds 0 14,166 14,166 0.06 0 14,166 14,166 0.05 (0.01)

(b) Banks/FI 0 166 166 0 0 166 166 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) Foreign Venture 0 0 0 0 0 0 0 0 0Capital Funds

(i) Others (Specify) 0 0 0 0 0 0 0 0 0

Sub-Total (B)(1) 0 14,332 14,332 0.06 0 14,332 14,332 0.05 (0.01)

30



(2) Non- Institutions

(a) Bodies Corp

i. Indian 0 0 0 0 0 0 0 0 0

ii. Overseas 0 0 0 0 0 0 0 0 0

(b) Individuals

i. Individual 50,46,079 15,36,687 65,82,766 26.33 55,83,979 14,87,867 70,71,846 26.61 0.28shareholdersholdingnominalshare capitalup to ` 2 lakhs

ii. Individual 21,30,867 0 21,30,867 8.52 22,11,410 0 22,11,410 8.32 (0.20)shareholdersholding nominalshare capital inexcess of ` 2 lakhs

(C) Others (Specify) 82,03,911 13,50,665 95,54,576 38.22 76,42,058 13,42,895 89,84,953 33.81 4.41

Sub-Total (B)(2) 1,53,80,857 28,87,352 1,82,68,209 73.07 1,54,37,447 28,30,762 1,82,68,209 68.75 -4.32

Total Shareholding of 1,53,80,857 29,01,684 1,82,82,541 73.13 1,54,37,447 28,45,084 1,82,82,541 68.81 -4.33

C. Shares held by 0 0 0 0 0 0 0 0 0custodian forGDRs & ADRs

Grand Total(A+B+C) 2,20,98,316 29,01,684 25,000,000 100 2,21,54,906 44,16,380 2,65,71,286 100.00 Nil

** The Shareholding of Promoters has increased due to allotment of 1571286 shares to thepromoters of the company.

No. of Shares held at the beginning No. of Shares held at the % ofCategory of the year(01.04.2016) end of the year (31.03.2017) Changeof duringShareholders % of % of the

Demat Physical Total Total Demat Physical Total Total yearShares Shares

31



(ii) Shareholding of Promoters:

Shareholding at the beginning Shareholding at the % ofof the year (01.04.2016) end of the year (31.03.2017) Change

S. Shareholders % of % of Shares % of % of Shares duringNo. Name No. of total Pledged/ No. of total Pledged the

Shares Shares encumbered Shares Shares encumbered Yearof the to total of the to total

company shares Company shares

1 APIDC 7,50,000 3% NIL 7,50,000 2.82% NIL (0.18)

2 Dhananjaya Alli 33 0% 33 33 0% NIL NIL

3 Vista Pharmaceuticals INC 43,62,428 17.45% 43,62,428 59,33,714 22.33% 43,62,428 4.88

4 Vamsi V Alli 4,16,666 1.67% 4,16,666 4,16,666 1.57% 4,16,666 (0.10)

5 Padmavathi Alli 4,63,666 1.85% 4,63,666 4,63,666 1.74% 4,63,666 (0.11)

6 Vasant V Alli 3,83,333 1.53% 3,83,333 3,83,333 1.44% 3,83,333 (0.09)

7 Roshini Alli 3,41,333 1.37% 3,41,333 3,41,333 1.28% 3,41,333 (0.09)

Total 67,17,459 26.87% 67,17,459 82,88,745 31.19% 67,17,459 4.32

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

Shareholding at the Cumulative Shareholdingbeginning of the year during the year

S. Particulars No. of % of total shares No. of % of total sharesNo shares of thecompany shares of thecompany

At the beginning of the year 67,17,459 26.87% 67,17,459 26.87%

Date wise Increase /Decrease During the period under review the company has allottedin PromotersShare holding during the year 1571286 equity shares to Vista Pharmaceuticals Inc.specifying the reasons for increase /decrease (e.g. allotment / transfer /bonus/sweat equity etc):

At the End of the year 82,88,745 31.19% 82,88,745 31.19%

32



1. BOJJA SREENIVASULU

At the beginning of the year 2673298 10.69 2673298 10.69

Date wise Increase / Decrease inPromoters Shareholding duringthe year specifying the reasonsfor increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.):

At the end of the year (or on thedate of separation, if separatedduring the year) 2673298 10.06 2673298 10.06

2. Zen Securities Ltd.-NSE Clients A/c

At the beginning of the year 16581 0 16581 0

Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer/bonus/sweat equity etc.): 573651 0 0 0


3. KESHAVA MURTHY SHIVA SHANKAR


Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.):


S. For Each of the Shareholding at Cumulative ShareholdingNo. Top 10 the beginning of the year during the year

Shareholders

No. of of total No. of % of totalshares % shares of shares shares of

thecompany thecompany

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

33




Shareholders


the company thecompany

4. SURESH GADALEY

At the beginning of the year 927723 3.71 927723 3.71Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.): 43513 - - -

if separated during the year) 884210 3.32 884210 3.32

5. RAJENDAR BALAKRISHNA

At the beginning of the year 700000 2.8 700000 2.8Date wise Increase / Decrease inPromoters Shareholding duringthe year specifying the reasonsfor 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) 700000 2.63 700000 2.63

6. KAMAL GADALAY


Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment /transfer/bonus/sweat equity etc.): 79730


7. NAVEEN P MALVAY


Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.): 79730

34




Shareholders



At the end of the year (or on thedate of separation,if seperated during the year) 469684 1.76 469684 1.76

8. Anand Rathi Share & Stock Brokers Ltd.

At the beginning of the year 0 0 0 0

Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.): 390550 - - -


9. EQUITY INTELLIGENCE INDIA PVT. LTD.

At the beginning of the year 0 0 0 0Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.): 275000 - - -


10. CHOICE EQUITY BROKING PVT. LTD.

At the beginning of the year 0 0 0 0Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.): 227100 - - -


35



(v) Shareholding of Directors and Key Managerial Personnel

S. Shareholding of each Directors Shareholding at Cumulative ShareholdingNo. and each Key Management the beginning of the year during the year

Personnel



1. Dhananjaya Alli

At the beginning of the year 33 0% 33 0

Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer/bonus/sweat equity etc.): NIL NIL NIL NIL

At the end of the year 33 0% 33 0%

2. Gilaka Narendra

At the beginning of the year NIL NIL NIL NIL

Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer/bonus/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 inPromoters Shareholding duringthe year specifying the reasonsfor increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.): NIL NIL NIL NIL


4. Mallem Hanumantha Rao

At the beginning of the year 33,000 0.12 33,000 0.12

Date wise Increase/Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer/bonus/sweat equity etc.):

At the end of the year 33,000 0.12 33,000 0.12

36



5. Vatti Vani


Date wise Increase/Decrease inPromoters Shareholding duringthe year specifying the reasonsfor increase /decrease(e.g. allotment/transfer/bonus/sweat equity etc.): NIL NIL NIL NIL


6. N.V. Chalapathi Rao


Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment /transfer/bonus/sweat equity etc.): 10000 - - -

At the end of the year 10000 0.03 10000 0.03

7. Lakshmi Adduri*


Date wise Increase/Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment /transfer/bonus/sweat equity etc.): NIL NIL NIL NIL


8. Suneel Pachipala


Date wise Increase / Decreasein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer /bonus/ sweat equity etc.): NIL NIL NIL NIL


37



V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

(Amount in Rs. )

Secured Loans Unsecured Deposits Total/ Securedexcluding deposits Loans Loan

Indebtedness at the beginningof the financial year

i) Principal Amount 7,80,47,366 Nil Nil 7,80,47,366

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due 7,28,606 Nil Nil 7,28,606

Total (i+ii+iii) 7,87,75,972 Nil Nil 7,87,75,972

Change in Indebtedness - - - -during the financial year

Addition - - - 5,30,80,358

Reduction - - - (1,77,07,972)

Net Change - - - 3,53,72,386

Indebtedness at the end - - - -of the financial year

i) Principal Amount - - - 11,41,48,358

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 11,41,48,358

38



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Name of MD / WTD / Manager

S. No. Particulars of Remuneration Dr. Dhanananya Alli N.V. Chalapathi Rao

1 Gross salary

(a) Salary as per provisions contained in section NIL 18,00,000 per annum17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) NIL NILIncome-tax Act, 1961

(c) Profits in lieu of salary under NIL NILsection 17(3) Income-tax Act, 1961

2 Stock Option — NIL

3 Sweat Equity — —

4 Commission — —- as % of profit- others, specify…

5 Others, please specifyProvident Fund Contribution — NIL

Total (A) NIL 18,00,000 per annum

Ceiling as per the Act — Due to inadequacy ofprofits the ceiling limitsunder schedule V of theact are applicable (i.e.

42 lakhs per annum)

39



B. Remuneration to other Directors: (Amount in ` )

Name of Directors Total

S.No Particulars of Mr. G Ms. Vani Mr. M.H. Dr. Stanley Mr. K.Remuneration Narendra Vatti Rao Prabhakar Rajendra

Reddy Prasad

1. Independent Directors• Fee for attending board / Nil Nil Nil Nil Nil Nil committee meetings• 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 Nil Nil Nil Nil Nil NilDirectors

• Fee for attending board / Nil Nil Nil Nil Nil Nil 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 Nil Nil Nil Nil Nil Nil

Overall Ceiling as per the Act Not exceeding Rs. 1,00,000 per meeting of Board.

C. Remuneration to other Directors key managerial personnel other than MD/MANAGER/ WTD: (Amount in `)

S.No Particulars of Remuneration Key Managerial Personnel

Managing CS CFO Total Director

(a) Salary as per provisions contained in — 4,20,000 4,20,000 8,40,000section 17(1) of the Income-tax Act, 1961

(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 (A) — 4,20,000 4,20,000 8,40,000

40



VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Authority Appeal made,theCompanies Description Penalty / [RD /NCLT/ if any(give Details)

Act Punishment/ COURT]Compoundingfees imposed

Penalty — — — — —

Punishment — — — — —

Compounding — — — — —

C. OTHER OFFICERSIN DEFAULT

Penalty — — — — —

Punishment — — — — —

Compounding — — — — —




Date: 18-08-2017

41



CERTIFICATE OF THE CMD / CFO

We hereby certify that:

1. We have reviewed the financial statements for the year ended on March 31, 2017.

2. These statements do not contain any material untrue statement or omit any material fact nor do theycontain statements that might be misleading.

3. These statements represent a true and fair view of the company’s affairs and are in compliance withthe existing accounting standards, applicable laws and regulations.

4. To the best of our knowledge and belief, no transactions entered into by the company during theyear 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 whichhave 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 oroperation of internal controls, if any, and what they have done or propose to do to rectify thesedeficiencies.

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 internalcontrol systems.

8. We have indicated to the Auditors, the Audit Committee whether or not there were significantchanges in internal control over financial reporting and/or of accounting policies during the quarterunder review.

By order of the Board forVISTA PHARMACEUTICALS LIMITED

Sd/-Dr. Dhananjaya Alli

Managing DirectorDIN No: 00610909

42



Annexure -V

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31st, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and ruleNo.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

The Members,M/s VISTA PHARMACEUTICALS LIMITEDVISTA PHARMACEUTICALS LIMITED (Reduced)Plot Nos. 10 to 14 and 16 to 20,TSIIC Industrial Estate, Chityal, Gopalaipalli Village,Narketpally Mandal Nalgonda District, Telangana

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by VISTA PHARMACEUTICALS LIMITED, (hereinaftercalled the “Company”). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances and expressingmy opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returnsfiled and other records maintained by the Company and also the information provided by theCompany, its officers, agents and authorized representatives during the conduct of SecretarialAudit, I hereby report that in my opinion, the Company has during the audit period coveringthe financial year ended on March 31, 2017, (“Audit Period”) complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:

I have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company for the financial year ended on March 31, 2017 according to theprovisions of:

(1) The Companies Act, 2013 (the “Act”) and the rules made there under and other applicableprovisions of 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 underto the extent of Foreign Direct Investment, Overseas Direct Investment and ExternalCommercial Borrowings;

(5) The following regulations and guidelines prescribed under the securities and exchangeboard of India Act, 1992(‘Sebi Act’)

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

43



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 DisclosureRequirements) Regulation, 2009;

d. The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014;(Not applicable)

(6) Other laws applicable to the Company as per the representations made by the Management.

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

Secretarial Standard-1 and Secretarial Standard-2, with respect to Board and General Meetingsrespectively, issued by The Institute of Company Secretaries of India,

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 ExecutiveDirectors, Non-Executive Directors and Independent Directors.

The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailednotes on agenda were sent at least seven days in advance, and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

Majority decisions are carried out unanimously while the dissenting members’ views, if any,are captured and recorded 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 &Ethics for Directors and Management Personnel;

I further report that there are adequate systems and processes in the Company commensuratewith the size and operations of the Company to monitor and ensure compliance with applicablelaws, rules, regulations and guidelines.

I report further that, during the audit period, there were no specific events/ actions in pursuanceof the above referred laws, rules, regulations, guidelines, etc., having major bearing on theCompany’s affairs.

for AGR Reddy & Co.Company SecretariesManoj Kumar KoyalkarMembership Number: 9298Certificate of Practice Number: 10004Hyderabad, 18-08-2017

Note: This report is to be read with my letter of even date which is annexed as ‘Annexure-A’and forms an integral part of this report.

44



Annexure-A

The Members,M/s Vista Pharmaceuticals LimitedPlot Nos. 10 to 14 and 16 to 20,TSIIC Industrial Estate, Chityal, Gopalaipalli Village,

Narketpally Mandal, Nalgonda District, Telangana.

My report of even date is to be read with this letter.

Maintenance of secretarial records is the responsibility of the management of the Company. Myresponsibility is to express an opinion on these secretarial records based on my audit

I have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of Secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial records. I believe thatthe processes and practices I followed provide a reasonable basis for my opinion.

I have not verified the correctness and appropriateness of financial records and Books of Accountsof the Company. Where ever required, I have obtained Management Representation about thecompliance, laws, rules and regulations and happening of events etc.

The compliance of the provisions of corporate and other applicable laws, rules, regulations,standards is the responsibility of management. My examination was limited to the verificationof procedures on test basis.

The Secretarial Audit Report is neither an assurance as to the future viability of the companynor of the efficacy or effectiveness with which the management has conducted the affairs of thecompany.

for AGR Reddy & Co.Company Secretaries

Manoj Kumar KoyalkarMembership Number: 9298Certificate of practice Number: 10004

Hyderabad, 18-08-2017.

45



Report on the Financial Statements

We have audited the accompanying financial statements of Vista Pharmaceuticals Limited (AndReduced) (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, theStatement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary ofthe significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statementsthat give a true and fair view of the financial position, financial performance and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, includingthe Accounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditor’s Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures 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, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Company’s preparation of the financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on whether the Company has in place an adequate internalfinancial controls system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well asevaluating the overall presentation of the financial statements.

INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF VISTA PHARMACEUTICALS LIMITED (AND REDUCED)

46



We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis 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 aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India,

a) in case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2017;

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

c) in the case of 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 the Companies (Auditor’s Report) Order, 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act (hereinafterreferred to the “Order”), and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanationsgiven to us, we give in the Annexure – 1 a statement on the matters specified in paragraphs3 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 bestof our knowledge and belief were necessary for the purposes of our audit.

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and loss and cash flow Statementcomply with the Accounting Standards specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch, 2017, taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March, 2017 from being appointed as a director in terms ofSection 164 (2) of the Act.

(f) With respect to the adequacy of the Internal financial controls over financial reportingof the company and the operating effectiveness of such controls, As required by Section143 (3) (i) of the Companies Act, 2013, refer to our separate Report in Annexure – 2.

(g) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion andto the best of our information and according to the explanations given to us:

47



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

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

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

iv. The Company has provided requisite disclosures in its Financial Statements asto holdings as well as dealings in specified Bank notes during the period from8th November, 2016 to 30th December, 2016 and these are in accordance withthe books of accounts maintained by the company. Refer Note No. XIII to Notesto accounts.

For V. Kishore Kumar & AssociatesChartered AccountantsFRN No: 013975S

Sd/-V.Kishore Kumar

Place: Hyderabad PartnerDate: 30.05.2017 M.No:222865

48



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

Report on companies (Auditor’s Report)Order, 2016 (‘the Order’) issued by theCentral Government in terms of section 143(11) of the companies Act,2013

(i) (a) According to the information andexplanations given to us, theCompany is maintaining properrecords showing full particularsincluding quantitative details andsituation of fixed assets.

(b) According to the information andexplanations given to us, majority ofthe fixed assets have been physicallyverified by the management duringthe year. In our opinion, thefrequency of verification isreasonable having regard to the sizeof the company and the nature of itsassets. No material discrepancieswere noticed on such verification;

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

(ii) According to the information andexplanations given to us, the inventorieshave been physically verified atreasonable intervals by the managementand no material discrepancies werenoticed on such verification.

(iii) According to the information andexplanations given to us, the Companyhas not granted any loans, secured orunsecured to the companies, firms orother parties covered in the registermaintained under section 189 ofcompanies’ act 2013. Accordingly, thesub-clauses (a) and (b) are not applicableto the company

ANNEXURE-1 TO THE INDEPENDENT AUDITORS REPORT

(iv) According to the information andexplanations given to us, the Companyhas not granted any loans nor has it madeany investments or given any guaranteeor securities which are covered under theprovisions of section 185 and 186 ofCompanies’ act 2013.

(v) According to the information andexplanations given to us, the Companyhas not accepted any deposits in termsof the directives issued by Reserve Bankof India and the provisions of Sections73 to 76 or any other relevant provisionsof the Companies Act, 2013 and the rulesframed there under.

(vi)The Central Government has notprescribed the maintenance of costrecords under sub-section (1) of section148 of the Companies Act, 2013, for anyof the services rendered by the Company.

(vii)(a) In our opinion and according to theinformation and explanations givento us and on the basis of ourexamination of the records, thecompany is regular in depositingundisputed statutory dues likeProvident Fund, Tax Deducted atSource, with the appropriateauthorities, except for EmployeesState Insurance & Professional Tax.In our opinion and according to theinformation and explanations givento us, statutory dues outstanding asat the last day of the financial yearunder audit for a period of more thansix months from the date they becamepayable are ESI Rs.8,56,804/-, andProfessional Tax Rs.43,101/-.

(b) According to the information andexplanations given to us, there are nodisputed dues relating to income taxor service tax or duty of customs or

49



cess which have not been depositedwith the appropriate authorities onaccount of any dispute.

Claim raised by the IT Dept. settled in favourof the company:

The Income Tax Department has raised ademand of Rs.3,86,58,242/- for theassessment year 2006-07 on the premise thatthe interest waived by IDBI under One timesettlement of dues was income for theaforesaid assessment year. The company’sappeal against the order of CIT at the tribunalwas settled in favor of the company. Thedepartmental appeal in the High Court ofAndhra Pradesh was also settled in favor ofcompany. The dept has preferred an appealagainst the orders of the Honorable high courtof Andhra Pradesh at the Supreme Court,which again was decided in favour of thecompany in the Current Financial Year2016-17.

(viii) According to the information andexplanations given to us, the companyhas not defaulted in repayment of dues,to a financial institution or bank duringthe year. There are no debenture holders.

(ix) According to the information andexplanations given to us, during the yearunder review, the Company has not raisedany money by way of initial public offer,further public offer. Company has raisedTerm Loan from Vijaya Bank and the TermLoan Proceeds are utilized for the purposeof application meant for.

(x) According to the information andexplanations given to us and based uponthe audit procedures performed by us, nofraud by the Company or on theCompany committed by its officers oremployees has been noticed or reportedduring the year.

(xi) According to the information andexplanations given to us, none of the

promoter directors of the companyincluding managing director havereceived any remuneration during thefinancial year except by professionalwhole time director. The managerialremuneration paid to other managerialpersonal including professional wholetime director during the year is with inthe limits prescribed under the provisionsof Section 197 read with Schedule V PartII section II (B) of the Companies Act,2013 based on the Net Effective capital.

The Total net profit under section 197 ofthe companies Act, 2013 isRs.2,32,14,084 as on 31st March 2017.Profits of the company were inadequateto the remuneration and due to suchinadequacy in profits, Mr. Chalapati Raowill be entitled to remuneration as perthe limits specified under schedule V ofthe companies Act,2013, which is Rs.84Lakhs per Annum based on the neteffective capital of the company i.e.Rs.16,13,97,687.

(xii) As the Company is not a Nidhi Companyin terms of the provisions of theCompanies Act, 2013 read with NidhiRules, 2014, the matters to be reportedunder clause (xii) are not applicable.

(xiii) According to the information andexplanations given to us, in respect of thetransactions with the related parties, theCompany has complied with theprovisions of Section 177 and 188 of theCompanies Act. 2013, whereverapplicable. In our opinion, the details asrequired by the applicable accountingstandards have been disclosed in thefinancial statements for the year underreview.

(xiv) According to the information andexplanations given to us, the Companyhas made preferential allotment of sharesduring the year under review. Company

50



has issued 15,71,286 Equity shares to thepromoter at Rs.24.05 per share whichinclusive of face value Rs.2 per share andSecurity Premium of Rs.22.05 per share.Company has followed the procedureprescribed Under section 142 of the Actand necessary documents are filed withROC & SEBI for the preferential allotmentand hence company is in compliancewith Section 62(1) (c) preferentialallotment of shares, Rule 13 ofCompanies (Share Capital andDebentures) Rules, 2014 and Rule 14 ofCompanies (Prospectus and Allotment ofSecurities) Rules, 2014 and purpose ofapplication of the funds so raised.


Sd/-V.Kishore Kumar


(xv) According to the information andexplanations given to us, the Companyhas not entered into any non-cashtransactions with directors or personsconnected with him and hence, reportingrequirement on compliance with theprovisions of Section 192 of theCompanies Act, 2013 is not applicable.

(xvi) According to the information andexplanations given to us and in ouropinion, the Company is not required tobe registered under section 45-IA of theReserve Bank of India Act, 1934.

51



ANNEXURE – 2 to the independent auditor’s report ofeven date on the Financial Statements of Vista Pharmaceuticals Ltd.

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”):

We have audited the internal financial controls over financial reporting of VISTAPHARMACEUTICALS LIMITED (AND REDUCED) (“the Company”) as of March 31, 2017 inconjunction with our audit of the financial statements of the Company for the year ended on thatdate.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Auditof Internal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India (the “Guidance Note”). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

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

We conducted our audit in accordance with the Guidance Note and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013,to the extent applicable to an audit of internal financial controls, both applicable to an audit ofInternal Financial Controls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the Company’s internal financial controls system over financialreporting.

52



Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles.A company's internal financial control over financial reporting includes those policies andprocedures that

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the company;

2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition, use, or disposition of the company's assets that could have a material effect onthe financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, includingthe possibility of collusion or improper management override of controls, material misstatementsdue to error or fraud may occur and not be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because of changesin conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31, 2017, based on the internal control over financial reportingcriteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India.


Sd/-V.Kishore Kumar


53



BALANCE SHEET AS AT 31ST MARCH 2017(Amount in Rupees)

Particulars Note Figures for the Figures for theNo. current reporting previous reporting

period as at period as at31/03/2017 31/03/2016

I EQUITY AND LIABILITIES1. Shareholder's Fund

(a) Share Capital 2.1 53,142,572 50,000,000(b) Reserves and Surplus 2.2 108,260,115 62,099,579Sub Total - Share Holders Funds 161,402,687 112,099,579

2. Share Application Money Pending allotment - -

3. Non Current Liabilities(a) Long Term Borrowings 2.5 61,068,000 78,775,972(a) Deferred Tax Liability (Net) 2.3 - 540(c) OtherLong Term Borrowings - -(d) Long Term Provisions 2.4 679,029 545,457Sub Total - Non Current Liabilities 61,747,029 79,321,969

4 Current Liabilities(a) Short Term Borrowings 2.5 53,080,358 -(b) Trade Payables 2.6 130,343,984 65,491,218(c) Other Current Liabilities 2.7 468,362 899,643(d) Short Term Provisions 2.8 5,457,551 5,989,420Sub Total - Current Liabilities 189,350,255 72,380,281

TOTAL - Equity and Liabilities 412,499,971 263,801,828

II ASSETS1. Non Current Assets

(a) Fixed Assets- Tangible Assets 2.9 97,619,503 99,616,351- Capital Work in Progerss 19,916,064 -

(b) Non Current Investments 2.10 5,000 5,000(C) Deferred Tax Assets (Net) 2.3 925,914 -(c) Long Term Loans and Advances 2.11 886,127 760,790Sub Total - Non Current Assets 119,352,608 100,382,141

2 Current Assets(a) Inventories 2.12 81,427,001 26,759,684(b) Cash and Cash Equivalents 2.13 57,403,371 4,321,976(c) Trade Recevables 2.14 90,545,402 97,440,005(d) Short Term Loans and Advances 2.15 25,798,000 5,076,900(e) Other Current Assets 2.16 37,973,589 29,821,121Sub Total - Current Assets 293,147,363 163,419,686

TOTAL - Assets 412,499,971 263,801,828

Significant Accounting Policies and Notes to Accounts 1 to XVAs per our report of even date For and on behalf of the Board

V KISHORE KUMAR & ASSOCIATES

Chartered Accountants Sd/- Sd/-

(Firm Reg. No. 013975S) Dr.Dhananjaya Alli N V Chalapati Rao

Sd/- Managing Director Wholetime Director

V. Kishore Kumar (DIN : 00610909) (DIN : 03270178)

Partner

Membership No. 222865 Sd/- Sd/-

Suneel Pachipala Mr. Arjun Upadhyay

Place:Hyderabad Chief Financial Officer Company SecretaryDate: 30.05.2017 (M.No. ACS 50879 )

54



STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH 2017

I (a) Revenue from Operations 3.1 241,819,369 153,795,936

(a) Other Operating Income - -

Revenue From Operations (net) 241,819,369 153,795,936

II Other Income 3.2 573,831 245,304

III Total Revenue (I+II) 242,393,200 154,041,240

IV Expenditure

(a) Cost of Materials Consumed 3.3 161,026,520 101,114,735

(b) Changes in Inventories offinished goods and work in progress - -

(c) Manufacturing and Other Direct Expenses 3.4 7,688,205 5,862,861

(d) Employee Benefit Expenses 3.5 8,764,538 8,137,909

(e) Finance Costs 3.6 9,567,875 7,683,054

(f) Depreciation and Amortization Expenses 3.7 10,150,787 10,151,745

(g) Administrative and Other Expenses 3.8 33,931,978 12,707,628

Total Expenditure 231,129,903 145,657,932

V Profit before Exceptional andExtraordinary items and Tax (III-IV) 11,263,297 8,383,308

VI Exceptional Items - -

VII Profit before Extraordinary items and Tax (V-VI) 11,263,297 8,383,308

VIII Extraordinary Items - -

IX Profit Before Tax (VII-VIII) 11,263,297 8,383,308

X Tax Expense

(a) Income Tax 2,449,560 1,773,480

(b) Deferred Tax (926,454) (1,131,653)

(c) Reversal of excess provision for Income Tax for the Previous Year (1,773,480) -

XI Profit / (Loss) for the period from Continuing Operations (IX-X) 11,513,671 7,741,481

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) 11,513,671 7,741,481

XVI Earnings Per Equity Share

(a) Basic 0.46 0.31

(b) Diluted 0.46 0.31

Significant Accounting Policies and Notes to Accounts 1 to XV

Particulars Note Figures for the Figures for theNo. current reporting previous reporting

period as at period as at31/03/2017 31/03/2016

(Amount in Rupees)

As per our report of even date For and on behalf of the BoardV KISHORE KUMAR & ASSOCIATESChartered Accountants Sd/- Sd/-(Firm Reg. No. 013975S) Dr.Dhananjaya Alli N V Chalapati RaoSd/- Managing Director Wholetime DirectorV. Kishore Kumar (DIN : 00610909) (DIN : 03270178)PartnerMembership No. 222865 Sd/- Sd/-

Suneel Pachipala Mr. Arjun UpadhyayPlace:Hyderabad Chief Financial Officer Company SecretaryDate: 30.05.2017 (M.No. ACS 50879 )

55



Cash Flows Year ended Year ended31.03.2017 31.03.2016

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2017

I Cash Flows from Operating Activities1 Net Profit Before Tax 11,263,297 8,383,308

Adjustments for : -2 Depreciation 10,150,787 10,151,7453 Deferred Revenue Expenditure written off for the FY 15-16 5,976,135 -4 (Profit)/Loss on Sale of Assets - -5 Interest & Finance Charges paid 9,567,875 7,683,0546 Interest on Fixed Deposits (82,531) (68,946)7 Dividend Income -

Operating Profit before Working Capital Changes 36,875,563 26,149,161Adjustments for :

8 (Decrease) / Increase in Trade Payables 64,852,766 (11,978,822)9 (Decrease) / Increase in Short Term provisions (Net of Income Tax) (1,207,949) 2,715,80910 (Decrease) / Increase in other current Liability (431,281) 80,59711 (Decrease) / Increase in other long term Provisions 133,572 190,32712 Decrease / (Increase) in trade receivable 6,894,603 15,505,79113 Decrease / (Increase) in inventories (54,667,317) (24,542,345)14 Decrease / (Increase) in Loans and advance (20,846,437) (1,627,034)15 Decrease / (Increase) in other current Assets

(Net of deferred revenue exp & deferred tax) (14,128,601) (29,671,191)17,474,919 (23,177,708)

Less : Income tax - 1,773,480Net Cash from Operating Activities 17,474,919 (24,951,188)

II Cash Flows from Investing Activities -16 Purchase of Fixed Assets (28,070,003) (2,486,533)17 Proceeds from Sale/written off of Fixed Assets - -18 Increase in Advances & others - -19 Interest Received 82,531 68,94620 Dividends Received - -

Net Cash from Investing Activities (27,987,472) (2,417,587)III Cash Flows from Financing Activities - -21 Isuue of Share Capital 37,789,437 -22 Proceeds from Long Term Borrowings (17,707,972) 78,775,97223 Repayment of Long Term Borrowings - -24 Proceeds from Short Term Borrowings 53,080,358 (40,371,957)25 Repayment of Short Term Borrowings/Share warrant Money Repayment - -26 Increase in Short Term Provision - -27 Interest Paid (9,567,875) (7,683,054)

Net Cash Used in Financing Activities 63,593,948 30,720,960Net Increase in Cash & Cash Equivalents 53,081,395 3,352,185

28 "Cash & Cash Equivalents at “Beginning of Measurement period" 4,321,976 969,79229 "Cash & Cash Equivalents at “End of Measurement period" 57,403,371 4,321,97630 " Cash Deficit Financing“(In the event Total at Sl. No 29 is Negative)" - -

Bank Borrowings - -Inter Corporate Deposits - -Cash & Cash Equivalents: 57,403,371 4,321,976NOTE : Cash & Cash Equivalents:Cash & Cash Equivalents consist of cash on hand, balances with banks.

(Amount in Rupees)

As per our report of even date For and on behalf of the BoardV KISHORE KUMAR & ASSOCIATESChartered Accountants Sd/- Sd/-(Firm Reg. No. 013975S) Dr.Dhananjaya Alli N V Chalapati RaoSd/- Managing Director Wholetime DirectorV. Kishore Kumar (DIN : 00610909) (DIN : 03270178)PartnerMembership No. 222865 Sd/- Sd/-

Suneel Pachipala Mr. Arjun UpadhyayPlace:Hyderabad Chief Financial Officer Company SecretaryDate: 30.05.2017 (M.No. ACS 50879 )

56



SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

1. CORPORATE INFORMATION

The Company is a public company domiciled in India and incorporated under the provisions ofthe Companies Act 1956. Its shares are listed on BSE. The Company is engaged in manufacturingand selling of Pharmaceutical, medical and veterinary preparations. The Company also sells theproducts to its related companies (common Directors) engaged in the manufacture of formulations.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Preparation & Presentation

The financial statements of the company have been prepared in accordance with thegenerally accepted accounting principles in India (Indian GAAP) to comply with theaccounting standards issued by the Institute of Chartered Accountants of India and referredto Sec 129 & 133 of the Companies Act, 2013. The financial statements have been preparedon accrual basis under the historical cost convention. The Company generally followsmercantile system of accounting and recognizes significant items of income and expenditureon accrual basis. The accounting policies adopted in the preparation of the financialstatements are consistent with those followed in the previous year unless otherwise stated.

b) The company has regrouped/reclassified the previous year figures wherever necessary inaccordance 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 andadjusted 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 recoverablevalue. An impairment loss is charged to the profit and loss account in the year in which anasset is identified as impaired. The impairment loss recognized in prior accounting periodis reversed if there has been a change in the estimate of the recoverable amount.

c) Capital Work In Progress: Amount incurred towards Development of New Block (B-Block)for epoxy flooring, ducting with panels and electrical Installations, plastering and otherfinishing works are shown as capital work in progress in the Fixed Assets Schedule as thedevelopment is in process at the reporting date i.e. as on 31.03.2017 along with Plant andmachinery purchased for the production activity and which in process of Commissioningas at the reporting date.

4. DEPRECIATION

a) Depreciation has been provided based on life assigned to each asset in accordance withSchedule II of the Companies Act 2013.

b) Depreciation on additions to fixed assets has been calculated on pro-rata basis from thedate of addition.

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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 thecertification 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 accountof the year in which the related service is rendered

b) Post employment and long term employee benefits in general are recognized as an expensein 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

c) Provision for Gratuity has been made in the books of accounts but amount has not beendeposited in any means provided in the Gratuity Act.

d) Provident fund contributions, a defined contribution scheme, are charged to the profit andloss account.

8. PRIOR PERIOD AND EXTRA-ORDINARY ITEMS

Prior period and extra-ordinary items and changes in accounting policies having material impacton the financial affairs of the company are disclosed.

9. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

Material events occurring after the date of Balance Sheet are taken into cognizance.

10. TAXES ON INCOME

Current Tax is determined as the amount of tax payable in respect of taxable income for theperiod. Deferred Tax is recognized, on timing differences, being the difference between taxableIncome and accounting Income that originates in one period and are capable of reversal in oneor more subsequent periods. Deferred Tax assets are recognized subject to the consideration ofprudence. The tax rates and laws that have been enacted or substantively enacted as of thebalance sheet date are applied.

11. CONTINGENT LIABILITES

Contingent Liabilities not provided for are disclosed as notes to accounts in Note No - IV.

12. FOREIGN EXCHANGE TRANSLATION AND FOREIGN CURRENY TRANSACTIONS

Foreign exchange transactions are recorded using the exchange rates prevailing on the dates ofrespective transactions. Exchange differences arising on foreign exchange transactions settledduring the year are recognized in the Profit and Loss Account.

Monetary assets and liabilities related to foreign currency transactions remaining unsettled atthe end of the year are translated at year end rates. The difference in transaction of monetaryassets and liabilities and realized gains and losses on foreign exchange transactions are recognizedin Profit and Loss Account.

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13. EARNINGS PER SHARE

The Company reports basic and diluted earnings per share in accordance with the AccountingStandard-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 forthe effects of diluted potential equity shares, attributable to the equity shareholders by the weightedaverage number of equity shares and dilutive potential shares outstanding during the year exceptwhere the results are anti dilutive.

14. EXPENDITURE INCURRED ON PRODUCTS UNDER DEVELOPMENT:

Expenditure incurred on Products under development is amortized over a period of years havingdue regard to the nature of expenses and the benefit that may be derived there from.

Proportionate amount written off (charged) to P& L A/c. in respect of Expenditure incurred onProducts under development incurred in the Financial Year 2015-16 & 2016-17.

NOTES TO ACCOUNTS

I. Share Capital

Preferential allotment: The Company has made preferential allotment of shares during theyear under review. Company has issued 15,71,286 Equity shares to the promoter at Rs.24.05per share which inclusive of face value Rs.2 per share and Security Premium of Rs.22.05per share. Company has followed the procedure prescribed Under section 142 of the Actand necessary documents are filed with ROC & SEBI for the preferential allotment andhence company is in compliance with Section 62(1) (c) preferential allotment of shares,Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies(Prospectus and Allotment of Securities) Rules, 2014 and purpose of application of thefunds so raised.

II. Secured Loans

a) Company has availed V-Mortgage Loan of Rs.500 lakhs & Term Loan of Rs.150 Lakhsfrom Vijaya Bank, Narayanaguda branch Hyderabad is secured by way of registeredmortgage of:

1. Land & building in plot no. 10 to 14 and 16 to 20, admeasuring 21,969.23 sq.mtin Sy no.448/2,449/2, & 450/2, Gopalaipally (V), Chityal Industrial EstateNarkatpally (m), Nalgonda Dist,

2. Plot No.69, Sy.No.4,12,13 and 14 parts admeasuring 196 Sq.Yard situated atSrinivasa Hills, salarjungkancha village, parvathapur, Ghatkesar mandal, RR Dist.

3. Stocks & book debts and hypotication of all the Machineries & equipment.

b) Sri Dr Dhananjaya Alli Managing Director, Sri N.Venkata Chalapathi Rao Director,Sri Dr.Stanley Prabhakara Reddy Director, Mrs. Naga Keerthi Chittajallu, & Mrs. NDurga Devi have guaranteed the above loan in their personal capacities & Corporate

59



Guarantee has been obtained from M/s. Vista Pharmaceutical Inc.(AssociatedEnterprise) for the above loan.

c) Repayment and Interest:

V-Mortgage Loan to be repaid in 120 EMI of Rs.7.15 Lakhs (approx) starting from themonth of the First drawl. Door to door tenure of the loan is 120 months with a Rate ofInterest of 11.90% P.a.

Term loan to be repaid in 26 quarterly Installments after an initial moratorium of6 months. Door to door tenure of the Loan is 84 months with rate of Interest of11.70% p.a.

d) The company has repaid the Asset Backed Loan Availed from the State Bank Indiain the Current Financial Year before availment of Loan from the Vijaya Bank.

III. Sundry Creditors

Based on the information available with the Company, there are no dues / Interest outstandingto Micro, Small and Medium Enterprises, as defined under the Micro, Small and MediumEnterprises Development Act 2006, as at March 31, 2017.

(Previous Year NIL).

IV. Contingent Liabilities and Commitments (to the extent not provided for)

a. Claim against the company not acknowledged as debts: (Amount in Rs.)

Particulars 2016-17 2015-16

NIL -

b. Guarantees (Amount in Rs)


a) Bank guarantees 5,29,000 5,29,000

c) Claim raised by the IT Dept. settled in favour of the company:

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 Onetime settlement of dues as income for the year. The company’s appeal against demandof Rs 3,86,58,242 was decided in company’s favour by the Income tax appellatetribunal Andhra Pradesh Hyderabad. The Income Tax department preferred an appealbefore the Andhra Pradesh high court which again was decided in favour of thecompany. The dept has preferred an appeal against the orders of the AP high court inthe Supreme Court which again was decided in favour of the company in the CurrentFinancial Year 2016-17.

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V. The Disclosures of Employee Benefits as required by Accounting Standard – 15 (Revised)“Employee Benefits”, are given below:

Defined Contribution Plan

Contributions to defined contribution plan recognized as expenses for the year are as under:

(Amount in Rs.)


Employer’s Contribution to PF 3,02,983 2,61,628

Employer’s Contribution to ESI 1,27,614 1,26,476

Gratuity: (Amount in Rs.)


Gratuity 1,33,572 2,98,875

VI Taxes: (Amount in Rs.)


Provision for Income Tax 24,49,560 17,73,480

Reversal of Excess provision for Income Tax:

The company has made a reversal of Excess Provision for Income Tax provided in theFinancial Year 2015-16 to the extent of Rs.17,73,480, the same was reflected in the Statementof Profit and Loss in the current Financial Year.

VII. Deferred Tax

During the current year the tax effect of the timing differences resulted in Deferred TaxAsset of Rs.9,26,454/- and the same has been shown in the Statement of Profit and Loss andnet deferred Tax Asset of Rs.9,25,914/- shown in the Balance Sheet Under the Schedule ofDeferred Tax Asset (Net).

VIII. Related Parties Disclosure

i) Particulars of Related Companies

Sl.No. Particulars of the Party Nature of Relationship

1. American Generics Common Directors

2. Vista Pharmaceutical Inc Common Directors

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ii) Key Management Personnel

S.No Name Nature of Relationship

1 Dr. Dhananjaya Alli Managing Director

2 Stanley Prabhakar Reddy Director (Executive)

3 N.V.Chalapathi Rao Whole Time Director

4 M.H. Rao Director (Non-Excecutive)

5 G.Narendra Director (Independent Non-Executive)

6 Vani Vatti Director (Independent Non-Executive)

7 K.Rajendra Prasad Nominee Director

8 Lakshmi Adduri Company secretary

9 Suneel Pachipala CFO

iii) Transactions with Related Companies (Amount in Rs.)

Sale of Goods 2016-17 2015-16

American Generics NIL 1,48,39,912

Vista Pharmaceutical Inc 12,27,02,117 6,90,39,881

iv) Managerial Remuneration (Amount in Rs.)

S.No. Name Designation 2016-17 2015-16

1. N.V.Chalapathi Rao Wholetime 18,00,000 18,00,000Director

2. Lakshmi Adduri Company 4,20,000 3,60,000Secretary

3. Suneel Pachipala CFO 4,20,000 3,80,000

IX. Applicability of Accounting Standard – 17

The Company has only one business segment, i.e formulations, hence segment reportingas defined in accounting standard 17 is not applicable. The geographical segmentation isnot relevant as exports are insignificant.

X. Earnings per Share (Amount in Rs.)

2016-2017 2015-2016

Profit after taxation as per Profit & Loss A/c 1,15,13,671 77,41,481

Weighted Average number of 2,50,04,305 2,50,00,000Equity Shares outstanding

Basic and diluted earnings per 0.46 0.31share in rupees

Face value Rs 2 per share Rs. 2 per share

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Note: Company has raised funds through Preferential Allotment of equity shares by issuing15,71,286 shares in the current year. The allotment of shares was done on 31st March 2017.

XI. Expenditure Incurred on Products under Development:

(Amount in Rs.)

Particulars 2016-2017. 2015-2016

Opening: 2,96,32,310 NIL

Add: Expenses incurred in current Year: Expenditure on Products under Development 1,75,68,325 2,86,38,856

Total 4,72,00,635 2,98,80,674

Less: Written-off during the Year 94,89,800 2,48,364

Expenditure on Products underDevelopment to be Amortised 3,77,10,835 2,96,32,310

XII. Balances Due to creditors and receivables from debtors are subject to confirmation and/orreconciliation.

XIII. Specified bank notes (SBN) (Amount in Rs.)

Specified bank notes (SBN) held and transacted during the period 08/11/2016 to 30/12/2016

PARTICULARS SBN’S OTHER TOTALDENOMINATION

NOTES

Closing Cash in hand as on 08.11.2016 2,00,000 24,057 2,24,057

Add: Permitted Receipts - 4,48,000 4,48,000

Less:Permitted Payments 2,00,000 2,19,228 4,19,228

Closing Cash in hand as on 30.12.2016 - 2,52,829 2,52,829

XIV. Additional information pursuant to Note 5 of Part II of Schedule III of the Companies Act, 2013:

1) Foreign Exchange Transactions (Amount in Rs.)

Sl.No. Particulars 2016-17 2015-16

a) C.I.F value of Imports- Packing Materials 79,93,504 67,25,813

b) Expenditure in Foreign currency - -

c) Earnings in Foreign Currency- F.O.B Value of Exports 12,27,02,117 6,90,39,881

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2) Details of Auditors’ Remuneration (Amount in Rs.)

31st Mar 2017 31st Mar 2016

Statutory Audit Fee 1,00,000 75,000

Tax Audit Fee 25,000 25,000

Fees for Other Services NIL 14,000

1,25,000 1,14,000

3) a) Revenue (In Lacs)


1. Sulfamethoxazole & TMP 1227.02 690.40

2. Isox Suprime NIL 148.40

b) Consumption (In Lacs)


1. Sulfamethoxazole & TMP 374.04 365.91

2. Isox Suprime NIL 78.65

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

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2.1 Share Capital

Particulars As at 31/03/2017 As at 31/03/2016

(i) Authorized Capital7,50,00,000 Equity shares of Rs.2/- Each 150,000,000 150,000,000

(ii) Issued, Subscribed and Paid Up Capital - -

2,65,71,286 Equity shares of Rs.2/- Each,fully paid up 53,142,572 50,000,000

Total 53,142,572 50,000,000

Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period: (Amount in Rs.)


(i) Equity SharesNo. of Equity Shares at the beginning ofreporting period 25,000,000 25,000,000

Add: No. of Equity Shares issued during the period 1,571,286 -

Less: Reduction In Shares - -

No. of Equity Shares at the end ofthe reporting period 26,571,286 25,000,000

List of the shareholders holding more than five percent of shares in the company as at the Balance Sheet date:

Names of the shareholder As at 31/03/2017 As at 31/03/2016

No. of Shares in %age No. of Shares in %age

1. VISTA PHARMA INC, 5,933,714 22.33% 872,486 17.45%

2. B.SRINIVASULU 2,373,298 10.06% 534,660 10.69%

3. D.GOPAL - 0.00% 534,333 10.69%

4. KESHAVA MURTHY SHIV SHANKAR 2,605,658 9.81% 521,132 10.42%

(Amount in Rs.)

2.Notes referred to in the Balance Sheet are as follows:

2.2 Reserves and Surplus (Amount in Rs.)


(i) Capital Reserve/General Reserve/ Other Reserve (Specify)Opening Balance

Capital Reserve - Principal remission byFinancial Institutions 8,095,000 8,095,000

General Reserve - State Investment Subsidy 1,500,000 1,500,000

Closing Balance 9,595,000 9,595,000

(ii) Securities Premium ReserveOpening Balance 35,869,875 35,869,875

Additions During the year 34,646,865

Closing Balance 70,516,740 35,869,875

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(iii) Surplus

Opening Balance 16,634,704 8,893,223

Less: Life of asset expired as per companies act 2013adjusted in opening balance of retained earnings. - -

Less: Capital reduction transferred to Surplus - -

Add: Profit for the year as per Statement of Profit & Loss a/c 11,513,671 7,741,481

Total Profit available for Appropriation 28,148,375 16,634,704

Closing Balance 28,148,375 16,634,704

Grand Total 108,260,115 62,099,579

2.3 Deffered Tax Asset / Liability (Amount in Rs.)


Opening Balance of Deferred Tax Liability 540 1,132,193

- For Fixed Assets

WDV as per Companies Act 10,150,787 10,151,745

WDV as per Income Tax Act 7,154,301 6,489,436

Timing Difference 2,996,486 (3,662,309)

Deffered Tax Asset @ 30.90% 926,454 (1,131,653)

Deffered Tax Aseet / (Liability) Net 925,914 (540)

2.4 Long Term Provisions (Amount in Rs.)


Provision for Gratuity 522,609 389,037

Fringe Benefit Tax 156,420 156,420

Total 679,029 545,457

2.5 Long Term and Short Term Borrowings (Amount in Rs.)


Secured Loansa) Long Term Borrowings

Term Loan & Mortgage Loan from Vijaya Bnak 61,068,000 78,775,972

b) Short term Borrowings

Loans Payable with in 12 months & Others 53,080,358 -

Total 114,148,358 78,775,972

2.6 Trade Payables (Amount in Rs.)


Trade Payables For Goods 130,343,984 65,491,218

Total 130,343,984 65,491,218

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2.7 Other Current Liabilities (Amount in Rs.)


Caution Deposit- staff 378,564 659,264

Other liabilites 89,798 240,379

Total 468,362 899,643

2.8 Short Term Provisions (Amount in Rs.)


Eletricity charges payable APCPDCL 388,772 233,972

E.S.I Payable 956,512 781,746

Office Rent payable 134,012 60,855

Outstanding exp - 145,000

P.F.Payable 48,890 465,608

Professional Tax Payable 44,751 48,501

Salaries Payable - Factory 252,440 871,997

Salaries Payable - Office 344,251 616,457

TDS Payable 713,363 764,192

Audit Fee Payable 125,000 227,612

Income Tax 2,449,560 1,773,480

Total 5,457,551 5,989,420

67



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(Amount in Rs)

I Trade Investments

(b) Investment in Equity Instruments

Everest Organics Limited 5,000 5,000

Grand Total 5,000 5,000

2.10. Non Current Investments

As at31/03/2016

(Amount in Rs)

Investment in Equity Instruments

(a) Everest Organics Non Related 5,000 5,000

Grand Total 5,000.00 5,000.00

Relation / Name of All thePartners with their CapitalBalance and Share in Profit

ParticularsAs at

31/03/2017

Book ValueAs at 31/03/2016

(a) Aggregate amount of QuotedInvestments and marketvalue thereof 5,000 5,000 5,000

(b) Aggregate amount ofUnquoted Investments N.A.

(c) Aggregate Provision forDiminution in value ofInvestments N.A.

Market ValueAs at 31/03/2017

ParticularsBook Value

As at 31/03/2017

Classification of Non Current Investments (Amount in Rs.)


(Amount in Rs)

(i) Security Deposits

(a) A.P.S.EB Security Deposit 591,364 466,027

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 886,127 760,790

2.11. Long Term Loans and Advances

69




(Amount in Rs)

Raw Materials 9,644,330 4,357,452

Work in Progress 56,799,450 11,015,575

Packing Materials 2,012,071 3,361,157

Traded Goods 12,971,150 8,025,500

Total 81,427,001 26,759,684

2.12 Inventories


(Amount in Rs)

Balances with Banks

State Bank of Hyderabad,Vijaya Bank,SBI, & Other 1,81,95,470 32,75,570

Canara Bank 12,291 12,291

Indusland Bank 11,952 11,952

SBI Share Application Money 3,77,99,437 -

Cash on Hand 8,55,221 4,73,221

Fixed Deposit with SBI 5,29,000 5,29,000

Total 5,74,03,371 43,21,976

2.13 Cash and Cash Equivalents


(Amount in Rs)

Trade Receivables

(i) Exceeding Six Months

Unsecured, Considered Good 2,26,86,601 5,16,57,250

(ii) Others

Unsecured, Considered Good 6,78,58,801 4,57,82,755

Total 9,05,45,402 9,74,40,005

2.14 Trade Receivables

70




(Amount in Rs)

(i) Advances recoverable in cash or kind

(a) Prepaid Expenses 1,90,464 1,42,215

(b) Prepaid Insurance 6,35,498 1,68,157

(C) Advance for rawmaterial & Others 1,62,92,172 -

(ii) Balance with Revenue Authorities

(a) VAT Credit Receivable 65,26,589 35,59,878

(b) CST Claim Receivable 19,62,823 10,16,064

(c) TDS Receivable 1,90,454 1,90,586

Total 2,57,98,000 50,76,900

2.15 Short Term Loans and Advances


(Amount in Rs)

Accrued Interest on Bank Guarantee 1,49,930 1,49,930

Interest Receivable 1,12,824 38,881

Expenditure Incurred on Products underdevelopment to be amortised 3,77,10,835 2,96,32,310

Total 3,79,73,589 2,98,21,121

2.16 Other Current Assets

71



Particulars For the year ended For the year endedon 31/03/2017 on 31/03/2016

(Amount in Rs)

Turnover 12,27,02,117 83,879,793

Sale of Traded Goods 11,91,17,252 69,916,143

Other Operating Revenue - -

Sub-Total 24,18,19,369 15,37,95,936

Less: Excise Duty - -

Total 24,18,19,369 15,37,95,936

3. Notes referred to in the Statement of Profit and Loss are as follows:

3.1 Revenue from Operations


(Amount in Rs)

Interest Income 82,531 68,946

Other Misc Income 4,91,300 1,76,358

Total 5,73,831 2,45,304

3.2 Other Income


(Amount in Rs)

(i) Raw Materials

Opening Stock:

Opening Stock of Raw Material 43,57,452 14,70,675

Opening Stock in Process 1,10,15,575 -

Add: Purchase of Raw Materials 8,84,75,142 5,28,67,894

10,38,48,169 5,43,38,569

Less: Closing Stock

Closing Stock of Raw Material 96,44,330 43,57,452

Closing Stock in Process 5,67,99,450 1,10,15,575

Raw Materials Consumed 3,74,04,389 3,89,65,542

(ii) Packing Materials

Opening Stock 33,61,157 7,46,664

Add: Purchase during the period 1,01,19,095 80,55,174

Less: Closing Stock 20,12,071 33,61,157

Packing Materials Consumed 1,14,68,181 54,40,681

(iii) Traded goods

Opening Stock 80,25,500 -

Add: Purchase during the period 11,70,99,600 6,47,34,012

Less: Closing Stock 1,29,71,150 80,25,500

Consumption of Goods 11,21,53,950 5,67,08,512

Total Cost of Materials Consumed 16,10,26,520 10,11,14,735

3.3 Cost of Materials Consumed

72




(Amount in Rs)

House Keeping Expenses(Factory) 3,29,829 1,15,494

Freight Charges 5,26,441 7,98,835

Power & Fuel 50,01,792 36,24,595

Machinery Maintenance 6,63,975 1,60,803

Factory Maintenance 9,42,313 8,78,376

Q.C. / R & D Expenses 2,23,855 2,84,758

Total 76,88,205 58,62,861

3.4 Manufacturing and Other Direct Expenses


(Amount in Rs)

Salaries and Wages 74,55,047 67,20,150

Employer Contribution to Provident Fund 3,02,983 2,61,628

Employer Contribution to ESI 1,27,614 1,26,476

Employees Other Benefits 1,64,879 3,45,159

Staff Welfare Expenses 7,14,015 6,84,496

Total 87,64,538 81,37,909

3.5 Employee Benefit Expenses


(Amount in Rs)

Interest Expenses 79,66,895 75,37,327

Bank Charges 16,00,980 1,45,727

Total 95,67,875 76,83,054

3.6 Finance Costs


(Amount in Rs)

Depreciation on Fixed Assets 1,01,50,787 1,01,51,745

Total 1,01,50,787 1,01,51,745

3.7 Depreciation and Amortization Expenses

73




(Amount in Rs)

Rent 4,69,812 4,47,444

Insurance 4,79,292 1,70,368

Fees Renewals, Rates and Taxes 1,23,897 2,54,403

Conveyance 1,72,614 2,08,791

Lodging & Boarding Expenses 9,14,004 9,79,695

Telephone and Communication Expenses 1,39,808 1,78,614

Security Charges 7,47,564 6,26,713

Office Expenses 1,53,719 1,09,553

Pooja Expenses 1,32,800 1,65,500

Printing & Stationery 5,73,695 2,62,192

Audit Fees 1,25,000 1,14,500

Postage, Courier & Email Charges 1,87,215 61,713

Vehicle Hire Charges 6,19,285 4,67,190

AGM, EGM Expenses & Director Sitting Fee 64,750 61,706

Listing Fee 2,54,521 2,40,183

Advertisement 1,01,144 64,809

Anylitical & Calibration Charges 11,72,843 1,272,536

Consultancy & Professional Charges 5,97,995 1,531,209

Demat Service Charges and Fees 72,658 84,785

AMC Charges 1,09,950 70,641

Fright outwards 1,69,09,787 31,27,463

Recruitment Service Charges 7,497 23,010

Foreign Exchange Loss - 13,12,332

Duties & Taxes 3,12,328 6,23,914

Write-off of Expenditure Incurred on Products under Development 94,89,800 2,48,364

Total 3,39,31,978 1,27,07,628

Significant Accounting Policies and Notes to Accounts 1 to XV

3.8 Administrative and Other Expenses

As per our report of even date For and on behalf of the Board

V KISHORE KUMAR & ASSOCIATES

Chartered Accountants Sd/- Sd/-

(Firm Reg. No. 013975S) Dr.Dhananjaya Alli N V Chalapati Rao

Sd/- Managing Director Wholetime Director

V. Kishore Kumar (DIN : 00610909) (DIN : 03270178)

Partner

Membership No. 222865 Sd/- Sd/-

Suneel Pachipala Mr. Arjun Upadhyay

Place:Hyderabad Chief Financial Officer Company SecretaryDate: 30.05.2017 (M.No. ACS 50879 )

74




Registered Office: Plot Nos. 10 to 14 and 16 to 20, TSIIC 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 26th Annual General Meeting of thecompany, to be held on the Saturday, 23rd September, 2017 at10.40 A.M. at Registered Office: Plot Nos. 10 to 14 and16 to 20, TSIIC Industrial Estate, Chityal, Gopalaipalli Village, Narketpally Mandal, Nalgonda District, Telangana and atany adjournment thereof in respect of such resolutions as are indicated below:

Sl.No. Resolution(s)For

Vote

Against

1. To receive, consider and adopt the audited financial statements ofthe Company for the financial year ended 31st March 2017, the Reportsof the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Dr. Stanley Prabhakar Reddy(holding DIN 07614532), who retires by rotation and, being eligible,offers himself for reappointment.

3. Ratifying the appointment of Statutory Auditors of the Company

* Applicable for investors holding shares in Electronic form.

Signed this ...................... day of ............ 20...........

Signature of Shareholder Signature of Proxy holder Signature of the shareholder

Note:

1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting.

2) The proxy need not be a member of the company

RevenueStamps

75



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 26th Annual General Meeting of Vista PharmaceuticalsLimited held at

Plot Nos. 10 to 14 and 16 to 20, TSIIC Industrial Estate, Chityal, Gopalaipalli Village, NarketpallyMandal, Nalgonda District Telangana, on Saturday 23rd September, 2017.

(Member's /Proxy's Signature)


Registered Office: Plot Nos. 10 to 14 and 16 to 20,TSIIC Industrial Estate, Chityal,Gopalaipalli Village, Narketpally Mandal, Nalgonda District, Telangana

ATTENDANCE SLIP

26th Annual General Meeting on Saturday, 23rd September, 2017 at 10:40 A .M .at Plot Nos. 10 to 14 and 16 to 20,TSIIC Industrial Estate, Chityal, Gopalaipalli Village, Narketpally Mandal, Nalgonda District Telangana

No Gifts, Gift Coupons, Cash in lieu of Gifts will be given at the AGM to any member

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copieswill not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less thanFORTY 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 determinedby 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 inperson and voting at the meeting.

76



Documents

VISTA PHARMACEUTICALS LIMITEDvistapharmaceuticals.com/financials/Annual_Report_2016...2 VISTA PHARMACEUTICALS LIMITED 26th Annual Report 2016-17 SHARE TRANSFER AGENTS & DEMAT REGISTRARS