DIRECTORS' REPORT To The Members Vista Pharmaceuticals Limited Your Directors have pleasure in presenting the 24th Annual Report together with the audited statements of account for the year ended 31st March, 2015. Brief description of the Company's working during the year/State of Company's affair During the financial year, your Company has registered a turnover of Rs. 13.74 Crores as against Rs. 8.33 Crores in the previous year. The Company earned the profit after tax of Rs. 136.16 lakhs as against the profit in the previous year of Rs. 46.67lakhs. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report. Dividend No dividend has been recommended by Board of Directors for the financial year 2014-15. Transfer to reserve There were no transfers to Reserves during the financial year 2014-2015. Share Capital The Authorised Share Capital of the company as on March 31, 2015 is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs.10/- each. Issued, subscribed and paid up capital of the company as on March 31, 2015 is Rs. 15,00,00,000 /- divided into 1,50,00,000 equity shares of Rs.10/- each. Reduction of Share Capital The Ho'ble High court for the State of Telangana and Andhra Pradesh had vide its order dated 20th April, 2015 approved the Scheme for Reduction of share Capital of the Company pursuant to which, the Authorised share capital of the Company stands reduced to Rs. 15,00,00,000 divided into 7,50,00,000 Equity shares of Rs 2/- each and the paid up share capital of the company stands reduced to Rs. 5,00,00,000 divided into 2,50,00,000 Equity shares of Rs 2/- each. Listing The shares of the Company are listed on Bombay Stock Exchange. Pursuant to approval of scheme of reduction of share capital by the Ho'ble High court for the State of Telangana and Andhra Pradesh, an application for listing approval has been made to the Bombay stock exchange and for which 26.06.2015 was fixed as record date. Pending listing approval from stock exchange, at present there is no trading of shares. Directors In accordance with the Companies Act, 2013 read with Articles of Association of the company Mr. Mallem Hanumantha Rao is retiring by rotation at this Annual General Meeting and being eligible offer himself for reappointment. Mr. N.V. Chalapathi Rao was appointed as an Additional Director of the Company with effect from 06th February, 2015, who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Mr. N.V. Chalapathi Rao himself proposing his candidature for the office of Director. Mr. N.V. Chalapathi Rao to be appointed as Whole time Director of the Company for a period of 5 years w.e.f 7th September, 2015 Dr, Dhananjaya Alli to be re-appointed as Managing Director of the Company for a period of 5 years w.e.f 7th September, 2015 Your Board recommends the appointment/ re-appointment of the Directors above. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was not more than 120 days as prescribed under the Companies Act, 2013. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Declaration by Independent Directors A declaration has been received by all the Independent Directors of the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. Directors' Responsibility Statement Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of Directors of the Company make the following statements, to the best of their knowledge and belief and according to the information and explanations obtained by them: a) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there have been no material departures there from; b) That the accounting policies mentioned in notes to the Financials Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profits of the Company for the year ended on that date; c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the annual financial statements have been prepared on a going concern basis; e) That proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively. f) That proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Constitution and Composition of Audit Committee The Audit Committee of the Company is duly constituted as per section 177 of the companies act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed herewith. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Particulars of Employees Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013 , read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure -and forms part of this Report. Statutory Auditors M/s. PRV Associates, Chartered Accountants, Hyderabad, who retire at this Annual General Meeting, have signified their willingness for reappointment and accordingly Directors have recommended the reappointment of M/s PRV Associates, Chartered Accountants Hyderabad, who confirmed their eligibility under Section 139(1) of the Companies Act, 2013. The Audit Committee and the Board recommends the appointment of M/s. PRV Associates, Chartered Accountants as Statutory Auditors of the Company. Replies to Auditors' Report Observations made by the auditor are suitably replied in the notes and accounts wherever required. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, Mr. Manoj Kumar Koyalkar, M/s. AGR Reddy & Co, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory and do not call for any further comments. Cost Auditors The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no Cost Auditors are appointed. Internal Audit & Controls The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis. Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. Risk management policy The Risk Management Policy in place in the Company enables the Company to proactively take care of the internal and external risks of the Company and ensures smooth business operations. The Company's risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the Company's business growth and financial stability are assured. Board of Directors decide the policies and ensure their implementation to ensure protection of Company from any type of risks. Extract of Annual Return As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is given as Annexure to this report. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future The Ho'ble High court for the State of Telangana and Andhra Pradesh had vide its order dated 20th April, 2015 approved the Scheme for Reduction of Share Capital of the Company pursuant to which, the Authorised Share Capital of the Company stands reduced to Rs. 15,00,00,000 divided into 7,50,00,000 Equity shares of Rs 2/- each and the paid up share capital of the company stands reduced Rs. 5,00,00,000 divided into 2,50,00,000 Equity shares of Rs 2/- each No other significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future. Deposits The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 12013, and no amount of principal or interest was outstanding as on the Balance Sheet date. Particulars of loans, guarantees or investments under section 186 Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 as Annexure to this report. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission. Conservation of energy, technology absorption and foreign exchange earnings and outgo Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2015 are as follows: (B) Technology absorption (i) The efforts made towards technology absorption: The Company has neither absorbed nor adopted any new technology. The company has also not made any innovation in technology other than the R&D activates. (ii) the benefits derived like product improvement, cost reduction, product development or import substitution: No benefits derived in the year under review. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported b) the year of import; c) whether the technology been fully absorbed d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof. No technology is imported during financial year 2014-2015 (iv) No expenditure incurred on Research and Development Foreign Exchange Earnings and Outgo The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows: Foreign Exchange Inflows: 373.91 Lakhs Foreign Exchange Outflows: NIL Corporate Social Responsibility (CSR) The provisions w.r.t. CSR are not applicable to the Company. Therefore, the Company had not constituted CSR committee during the year 2014-15. Human Resources Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement Corporate Governance In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Auditors of the Company regarding the Compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report. Management's Discussion and Analysis Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and same is annexed. Obligation of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15: No. of complaints received: - NIL -No. of complaints disposed off: - NIL Personnel Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the employees has been cordial throughout the year. ACKNOWLEDGEMENTS The Directors wish to convey their appreciation to business associates for their support and Contribution during the year. The Directors would also like to thank the employees, shareholders, Customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management. By order of the Board for VISTA PHARMACEUTICALS LIMITED N.V. Chalapathi Rao Director DIN No: 03270178 Dr. Dhananjaya Alli Managing Director DIN No: 00610909 Place: Hyderabad Date: 10-08-2015 |