Directors Report of Vista Pharmaceuticals Ltd.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘Vista’) along with the audited "Financial statement for the "Fiscal Year ended March 31, 2024. The Consolidated performance of the Company and its subsidiaries has been referred to where required.

1. Financial summary/highlights:

The performance during the period ended 31st March 2024 has been as

under: (Amount in Lakhs'')

Particulars	Standalone
	2023-24	2022-23
Turnover/lncome (Gross)	1028.78	100.37
Other Income	33.34	39.94
Profit/loss before Depreciation, Finance Costs,Exceptional items and Tax Expense	-320.79	-404.52
Less: Depreciation/ Amortization/ Impairment	71.97	61.76
Profit /loss before Finance Costs, Exceptional itemsand Tax Expense	-392.76	-466.28
Less: Finance Costs	121.98	121.35
Profit /loss before Exceptional items and Tax Expense	-514.74	-587.63
Add/(less): Exceptional items	0	0
Profit /loss before Tax Expense	-514.74	-587.63
Less: Tax Expense (Current & Deferred)	66.54	83.83
Profit /loss for the year (1)	-451.20	-566.20
Total Comprehensive Income/loss (2)	0.29	-0.25
Total (1 2)	-450.91	-566.45
Balance of profit /loss for earlier years	0	0
Less: Transfer to Debenture Redemption Reserve	0	0
Less: Transfer to Reserves	0	0
Less: Dividend paid on Equity Shares	0	0
Less: Dividend paid on Preference Shares	0	0
Less: Dividend Distribution Tax	0	0
Balance carried forward	0	0

2. Overview & state of the company’s affairs:

Revenues - standalone

During the year under review, the Company has recorded an income of Rs. 1062.12 Lakhs and loss of Rs. 451.20 Lakhs as against the income of Rs. 140.31Lakhs and loss of Rs. 566.20 Lakhs in the previous financial year ending 31.03.2023.

The Company is looking forward for good profit margins in near future.

3 Dividend:

Keeping the Company’s growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company’s website.

6. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

7. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts, or Tribunals, which impacts the going concern status and company’s operations in future.

8. Transfer of un-claimed dividend to Investor Education and Protection:

The Company has not transferred any amount to Investor Education and Protection Fund during the year under review.

9. Details of Nodal Officer:

The Company has designated Mr. Dhananjaya Alii as a Nodal Officer for the purpose of IEPF.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 016 ("IEPF Rules”) read with the relevant circulars and amendments thereto,

the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF”), constituted by the Central Government.

During the Year, the Company has not transferred any amount transferred to Investor Education and Provident Fund.

11. Revision of financial statements:

There was no revision of the financial statements for the year under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 2023-24.

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2024, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there has been no non-compliance with the requirements of the Act.

14. Depository System:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

15. Subsidiary companies:

Your Company does not have any Subsidiary companies.

16. Companies which have become or ceased to be subsidiaries:

During the FY 2023-24, the company does not have any subsidiary Company.

17. Investment in subsidiaries:

During financial year 2023-24, the Company had not infused any capital in Subsidiary Companies.

18. Independent director’s familiarization programmes:

Independent Directors are familiarized about the Company’s operations, businesses, financial performance and significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2022-23 are also disclosed on the Company’s website and its web link

ishttps://www.vista pharmaceuticals.com/

19 Board Evaluation

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on February 10, 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

20. Meetings of the Board:

The Board of Directors duly met Twenty six (26) times on 01-04-2023, 10-04-2023, 24-04-2023, 08-05-2023, 25-05-2023, 27-05-2023,

30-05-2023, 09-06-2023, 16-06-2023, 30-06-2023, 13-07-2023,

18-07-2023, 12-08-2023, 26-08-2023, 06-09-2023, 20-09-2023,

09-10-2023, 16-10-2023, 20-10-2023, 07-11-2023, 10-11-2023, 28-11-2023, 06-12-2023, 30-12-2023, 08-01-2024, 29-01-2024 and 10-02-2024 in respect of which meetings,proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

21. Committees of the Board:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

22. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

23. Directors and key managerial personnel:

As on date of this report, the Company has Fourteen Directors, out of those seven are Independent Directors including women director, 4 non-Whole time Director, 3 whole time Directors.

a) Appointment/Re-appointment of Directors of the Company:

a. Appointment of Mr. Naga Raja Madineni as Independent Director of the Company with effect from 16th October 2023.

b. Appointment of Mr. Madhusudhan Anchi as Independent Director of the Company with effect from 16th October 2023.

c. Appointment of Mrs. Swapna Priya Gunduboina as Independent Director of the Company with effect from 16th October 2023.

d. Appointment of Mr. Anumala Ravi Chandrakumar as Independent Director of the Company with effect from 16th October 2023.

e. Appointment of Mr. Rama Mohan Manamasa as Independent Director of the Company with effect from 16th October 2023.

f. Re appointment of Mr. Umesh Virupakah Banakar as Independent Director of the company with effect from 13.08.2024.

g. Re Appointment of Mrs. Divya Bhavani Chakravarthula as Independent Director of the company with effect from 13.08.2024.

b) Resignation/ Cessation of Directors of the Company:

During the year.no Director resigned or ceased to be Director of the Company.

c) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

• Dr. Dhananjaya Alii, Whole Time Director of the company.

• Mr. Murali Meraga, Managing Director of the company.

• Mr. Suneel Pachipala, Chief financial officer of the company.

• Appointment of Ms Barkha Jain, Company Secretary & Compliance Officer of the Company w.e.f 10.02.2024

• Resignation of Mr. NishantTalreja, Company Secretary & Compliance Officer of the Company w.e.f 16.06.2023

24. Statutory audit and auditors report:

M/s. A.M Reddy & D.R. Reddy., Chartered Accountants (Firm Registration no. 009068S), was appointed as statutory auditors of the company in the 29th Annual General Meeting for a period of five years from the conclusion of 29th AGM till the conclusion of 34th AGM. The Statutory auditors have confirmed their eligibility for the financial year 2023-24.

The Auditors’ Report for fiscal year 2023-2024 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for Standalone Audited Financial Results of the Company for the Financial Year ended March 31, 2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

25. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and activities of the Company was undertaken by M/s Mahesh Dosa & Associates., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

26. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Mrs. Aakansha Sachin Dubey, Practicing Company Secretary (CP No.20064) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by Mrs. Aakansha Sachin Dubey, Practicing Company Secretary (CP No. 20064) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure-L and forms integral part of this Report.

27. Annual Secretarial Compliance Report:

SEBI vide its Circular No. ClR/CFD/CMD1/27/2019 dated February 08, 2019, read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 30, 2024, was given by Mrs. Aakansha Sachin Dubey, Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

28. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

29. No Frauds reported by statutory auditors

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

30. Declaration by the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

31. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

32. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 34(2) (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- G to this report.

33. Risk management policy:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

34. Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Company’s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure E.

35. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company’s website URL: https://www.vistapharmaceuticals.com/

36. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 15,00,00,000/- divided into 7,50,00,000 equity shares of Rs.2/- each and company’s paid-up capital is Rs. 9,43,29,798/- divided into 4,71,64,899 equity shares of Rs. 2/-

each.

During the year the company has made allotment of Equity shares 96,08,260 on Conversion of 96,08,260 warrants on preferential basic.

37. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations attached as Annexure K.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (MCA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

38. Director’s Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2024:

a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31 March 2024 and of the profit and loss of the Company for the financial year ended 31 March 2024;

c) 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) The annual accounts have been prepared on an going concern basis;

e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

39. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director & CEO and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at https://www.vistapharmaceuticals.com/

40. Employee stock option scheme:

The Company does not have a Employee stock option Scheme.

41. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

42. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

43. Insurance:

The properties and assets of your Company are adequately insured

44. Particulars of Loans, Guarantees or Investments

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from Bank of Baroda Bank of INR 5.319 Crore was given by the Bank

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

45. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the

management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee, which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow-up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

46. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed & approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm’s length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- C to this report.

47. Policy on director’s appointment and remuneration:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director’s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company’s website at www.http://vistapharmaceuticals.com.

48. Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-D to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding

During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- per month and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

49. Implementation of Corporate Action

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Actions.

50. Shares transferred to investor education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

51. Ratio of remuneration to each director:

No remuneration is paid to any of the Director of the Company

52. Non-Whole time Directors’ compensation and disclosures:

None of the Independent / Non-Whole time Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

53. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

54. Failure to implement corporate actions:

During the year under review, no corporate actions were done by the Company which were

failed to be implemented.

55. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

56. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and Financial institutions:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

57. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https://www.vistapharmaceuticals.com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity	At Vista Pharmaceuticals Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience,! cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.	https://www. vistapharmaceuticals.com
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, key managerial personnel and other employees.	https://www. vistapharmaceuticals.com
Policy on Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance frameworkl for them.	https://www. vistapharmaceuticals.com
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www. vistapharmaceuticals.com

58. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

59. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.vistapharmaceuticals.com/

60. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure I.

61. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee (“ICC”) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment have been received.

62. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 33trdAnnual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

63. Event Based Disclosures

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: 96,08,260 equity shares were allotted under Preferential issue.

64. Disclosure pursuant to Part A of Schedule V of SEBI LODR

Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI is attached as Annexure-M of this report.

65. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

66. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Director Vista Pharmaceuticals Limited

Sd/- Sd/-

Murali Meraga Dhananjaya Alii

Managing Director Whole time Director

(DIN: 02537507) (DIN: 00610909)

Place: Hyderabad Date:13.08.2024

---

Mar 31, 2023

Your Directors hereby present the 32^nd Annual Report together with the Audited Statements of Account for the year ended 31^st March, 2023.

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:

Particulars	31-03-2023	31-03-2022
Revenue from Operations	100.37	39.46
Other Income	39.94	16.57
Total Revenue	140.31	56.02
Expenses	666.18	256.16
Depreciation	61.76	61.62
Total Expenses	727.94	312.11
Profit Before exceptional and extraordinary items and Tax	(587.63)	(261.76)
Less: exceptional and extraordinary items	0.00	0.00
Profit Before Taxation	(587.63)	(261.76)
Less: - Current Tax	0.00	0.00
- Income Tax (Earlier years)	83.83	(172.90)
- Deferred Tax	(105.26)	(0.00)
Profit After Tax	(566.20)	(88.86)

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

During the financial year, your Company has a turnover of Rs. 100.37/- Lakhs as against Rs. 39.46/-Lakhs in the previous year. The Company has incurred a loss of Rs. 566.20/- lakhs as against the loss in the previous year of Rs. 88.86/- lakhs. During the period under review there was no change in the nature of Business of the Company.

Company has prepared its financial Statements in accordance with Indian accounting standards notified under section 133 of the Companies Act, 2013 read with paragraph 7 of Companies (Accounts) Rules 2014.

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 other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Dividend

The company has incurred losses in the Financial Year under review. Therefore, no dividend has been recommended by Board of Directors for the financial year 2022-23

Transfer to reserve

There were no transfers to Reserves during the financial year 2022-23.

Share Capital

The authorized share capital of the Company as on March 31, 2023 is Rs. 15,00,00,000/- divided into 7,50,00,000 equity shares of Rs. 2/- each.

Issued, subscribed and paid-up capital of the Company as on March 31, 2023 is Rs. 7,51,13,278/-divided into 3,75,56,639 equity shares of Rs.2/- each.

During the year the Company has made issue of 2,47,58,000 Convertible warrants on preferential basis. These 7,62,732 warrants were converted into 7,62,732 equity shares of Rs. 2/- each subsequently making the increase in the existing capital of the Company from 3,67,93,907 Equity Shares of Rs. 2/- each amounting to Rs. 7,35,87,814/- to 3,75,56,639 equity shares of Rs 2 each amounting to 7,51,13,278/-

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

Listing

The shares of the Company are listed on BSE Limited and the Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to BSE.

The Board of Directors of your company is duly constituted. The Board consists of Nine Directors comprising of Executive Directors, Non-Executive Directors and Independent Director.

Sl. Name of the Director Category

No

1. Dr. Dhananjaya Alli : Executive Director- Chairman-Whole Time Director

2. Mr. Murali Meraga : Executive Director- Managing Director

3. Mr. Pavan Sathvik Gilaka : Executive Director- Whole Time Director

4. Mr. Umakanth Katta : Non-Executive - Non-Independent Director

5. Mr. Mallem Hanumantha Rao : Non-Executive - Non-Independent Director

6. Mr. Stanley Prabhakar Reddy : Non-Executive - Non-Independent Director

7. Mr. Divakar Reddy

Yerrabommanahalli ^: Non-Executive - Non-Independent Director

8. Mr. Umesh Virupakah Banakar : Non-Executive - Independent Director

9. Ms. Divya Bhavani Chakravarthula : Non-Executive - Independent Director

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company.

Sl. No Name Designation

1. Dr. Dhananjaya Alli : Whole time Director

2. Mr. Murali Meraga : Managing Director

3. Mr. Pavan Sathvik Gilaka : Whole time Director

4. Mr. Suneel Pachipala : Chief Financial officer

5. Mr. Akash Bhagadia : Company Secretary & Compliance Officer (resigned w.e.f.

27.06.2022)

6. Mr. Nishant Talreja : Company Secretary and Compliance Officer (Appointed w.e.f.

30.05.2023 and resigned w.e.f. 16.06.2023)

Proposed Reappointment:

As per the provision of the Companies Act, 2013, Mr. Umakanth Katta (DIN: 07438554) and Mr. Divakar Reddy Yerrabommanahalli, (DIN: 08574891) Director of the Company, who has been longest in the office, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible to offer themself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company. The Board recommends his reappointment.

• Mr. Akash Bhagadia, Company Secretary and compliance officer of the Company resigned w.e.f.

27.06.2022.

• The members of the Company at the 31^st Annual General Meeting held on 29^th day of September, 2022 have re-appointed Mr. Stanley Prabhakar Reddy, (DIN: 07614532) a director retiring by rotation.

• Mr. Narendra Gilaka, (DIN: 00129383) has resigned as Director of the Company w.e.f. 08.09.2022.

• Mr. Pavan Sathvik Gilaka (DIN: 09733182) was appointed as executive Director- Whole-Time director w.e.f. 14.10.2022.

• The designation of Dr. Dhananjaya Alli, Managing Director was changed to Chairman & Whole-Time Director (Science and Technology) of the company w.e.f. 20.10.2022.

• Mr. Murali Meraga (DIN: 02537507) was appointed as Managing Director w.e.f. 14.10.2022.

• Mr. Nishant Talreja was appointed as Company Secretary and compliance officer of the Company w.e.f. 30.05.2023.

• Mr. Nishant Talreja, Company Secretary and compliance officer of the Company resigned w.e.f.

16.06.2023.

Meetings

During the year under review 10 (Ten) Board Meetings were convened and held. The Board meetings were held on 30.05.2022, 27.06.2022, 13.08.2022, 08.09.2022, 20.10.2022. 14.11.2022, 13.02.2023,

09.03.2023, 17.03.2023, 28.03.2023. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

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 and Regulation 25 of SEBI (LODR) Regulations, 2015.

A meeting of the Independent Directors was held on 13.02.2023 which was attended by the Independent 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 was briefed on the deliberations made at the Independent Directors Meeting.

In the opinion of the Board with the Independent Directors holds integrity, expertise and experience as required under the Act.

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, 2023, the applicable accounting standards (IND AS) 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, 2023 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 control has 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.

Audit Committee

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

Composition of Audit Committee:

The following are the members of the Audit Committee as on 31.03.2023:

S. No	Name of the Director	Designation	Category
1.	Ms. Divya Bhavani Chakravarthula	Chairperson	Independent, Non-Executive

2.	Mr. Umesh Virupakah Banakar	Member	Independent, Non-Executive
3.	Mr. Mallem Hanumantha Rao	Member	Non-Executive

During the Period under review Audit committee has met 4 (Four) times during the year ended 31^st March, 2023. The Audit Committee meetings were held on 30.05.2022, 13.08.2022, 14.11.2022,

13.02.2023.

Scope 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 financial information to ensure that the financial statement is correct, sufficient and credible;

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

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

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

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

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

• Qualifications in the draft audit report;

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

• The going concern assumption;

• Compliance with accounting standards;

• Compliance with listing and legal requirements concerning financial statements;

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

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

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

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

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

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 and scope 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, debenture holders, 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 framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Nomination and Remuneration Committee:

The Company had constituted the Nomination and Remuneration Committee under section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of the Nomination and Remuneration Committee:

The following are the members of the Nomination and Remuneration Committee as on 31.03.2023:

The comprises of the following members:

	S. No	Name of the Director	Designation	Category
	1.	Ms. Divya Bhavani Chakravarthula	Chairperson	Independent, Non-Executive
	2.	Mr. Umesh Virupakah Banakar	Member	Independent, Non-Executive

3.

Mr. Mallem Hanumantha Rao

Member

Non-Executive

During the Period under review the Nomination and Renumeration Committee has met 3 (Three) times during the year ended 31^st March, 2023. The Nomination and Renumeration Committee meetings were held on 27.06.2022, 08.09.2022, 19.12.2022.

Selection and Evaluation of Directors

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

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

2. Policy for Board & Independent Directors Evaluation

(a) 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 board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps 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.

(b) Remuneration Policy for Directors

- Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

- Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks; and

- Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the company and its goals.

Particulars of Employees

During the period under review the company has not paid any remuneration to the Directors and there was no increment of salaries of the employees. The company has provided the remuneration only to the Chief Financial Officer and Company Secretary. Accordingly, the disclosure to provide the 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 is not applicable. 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.

Statutory Auditors

M/s. A.M Reddy & D.R. Reddy., Chartered Accountants (Firm Registration no. 009068S), was appointed as statutory auditors of the company in the 29th Annual General Meeting for a period of five years from the conclusion of 29^th AGM till the conclusion of 34^th AGM. The Statutory auditors have confirmed their eligibility for the financial year 2021 -22.

However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 amending section 139 of the Companies Act, 2013 and the rules framed thereunder, the mandatory requirement for ratification of appointment of auditors by the members at every Annual General Meeting ("AGM") has been omitted, and hence the company is not proposing an item on ratification of appointment of Auditors at this AGM.

Management Responses to Observation in Auditors'' Report

The Auditors report and noted to accounts is self-explanatory do not call for any further comments. The Auditor’s report is enclosed with the financial statement in this Annual report.

With reference to observations made in the CARO report, the following are the responses of the Management against the observation of auditor.

S. No	Audit Observation	Management Comments
1.	Statutory dues which were outstanding, as at March 31, 2023 for a period of more than six months from the date they became payable under Income Tax Act, 1961 with respect to Income Tax for Financial Year 2018-19, Tax Deductible at Source under Sec 194I, Tax Deductible at Source under Sec 194C, Tax Deductible at Source under Sec 192B, Tax Deductible at Source under Sec 194J, ESI Act, 1948, Employees Provident Fund Act, 1952, Telangana Professional Tax Act, 1987.	The delay in payment of statutory dues is due low operations of the Company and due to lack of funds. The company will ensure to pay the statutory dues upon arrangement of funds.

2.	According to the information and explanation	The Company has raised an amount of
	given to us, the Company has taken Secured loans	Rs. 7,62,732, by the way of
	from banks. During the year under review the	preferential Issue of Convertible
	company has defaulted in repayment of loans or	Warrants. Since, there are low
	other borrowings or in the payment of interest	Operations in the Company and due
	thereon to lenders.	to lack of funds, the Company has made a part payment of due. The company will ensure to pay the balance dues upon arrangement of further funds.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s. NVSS Suryanarayana Rao, (Membership No. 5868) Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the financial year under review.

Management Responses to Observation in Secretarial Audit Report

The Secretarial Auditors report for the financial year ended 31.03.2023 is enclosed as Annexure- A to this report.

The following are the responses of the Management against the observation of Secretarial auditor.

S. No	Secretarial Audit Observation	Management Comments
1.	The company has delayed in the complying with the regulation 13(3) of SEBI (LODR) Regulations, 2015 relating to Statement of investor compliant under Regulation 13(3) in XBRL Mode for the quarter ended September 30, 2022	The delay in complying with this regulation was due to an internal restructuring of our compliance department during that quarter. This transition led to some procedural disruptions. We have since reorganized our compliance team, streamlined processes, and implemented a robust internal review system to ensure timely submission of investor complaint statements in the future.
2.	The company has delayed in the complying with the regulation 31(4) of SEBI (SAST) Regulations, 2011 relating to Disclosures to be filed by Promoters.	The delay in fulfilling this requirement stemmed from unexpected changes in the promoter group''s shareholding structure. We have since put in place mechanisms to promptly identify changes and ensure timely disclosures in accordance with regulations.
3.	The company has not maintained the functional website and the necessary compliance towards the same is not	The lapse in maintaining our functional website was an oversight resulting from technical challenges that impacted our ability to update the website. We have

	made.	engaged a professional web development team to address these challenges and ensure consistent maintenance and updates moving forward.
4.	The company has delayed in the complying with the regulation 27(2)(a) of SEBI(LODR) Regulations 2015 relating to Quarterly Compliance Report on Corporate Governance.	Delays in compiling the necessary information contributed to the delay in compliance. We have invested in more advanced reporting tools and enhanced coordination between departments to expedite the data gathering and reporting process.
5.	The company has delayed in the complying with the regulation 32(1) of SEBI (LODR) Regulations, 2015 relating to Statement of Deviation(s) or Variation(s) for the quarter ended December 31, 2022.	The delay in this case was due to miscommunication within our compliance team. We have introduced regular training sessions and improved communication channels to prevent such instances and ensure accurate and timely reporting.
6.	The company has delayed in the complying with the regulation 31 (1) of SEBI (LODR) Regulations, 2015 relating to submission of Shareholding Pattern for the Quarter ended June 30, 2022	Since, there are no Operations in the Company and due to lack of funds, the Company was unable to make the payment to CDSL and NSDL towards custodian fees, accordingly the CDSL and NSDL has stopped the Benpos, because of this, there was delay in filing the Shareholding pattern with stock exchange for the quarter ended June 30, 2022. However, as on the date of this report, the company has made the payment to NSDL and CDSL and the filing of SHP is compiled.
7.	The company has delayed in the complying with the regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 relating to submission of Reconciliation of Share Capital Audit Report of the Company for the Quarter ended June 30, 2022.	Since, there are no Operations in the Company and due to lack of funds, the Company was unable to make the payment to CDSL and NSDL towards custodian fees, accordingly the CDSL and NSDL has stopped the Benpos because of this, there was delay in filing RSCA report with stock exchange for the quarter ended June 30, 2022. However, as on the date of this report, the company has made the payment to NSDL and CDSL and the filing of RSCA is compiled.
8.	During the period under review, the company has filed few forms with the Registrar of Companies, Telangana with delay and paid additional fee for the same	The delay in filing forms with the Registrar of Companies, Telangana, was primarily due to a lack of synchronization between our legal and finance departments. We have since introduced a centralized tracking system to monitor filing deadlines and ensure timely submissions with the required fees.
9.	The Company has not complied with FEMA regulation as it has filed Form	The oversight in this case was the result of miscommunication between our legal advisors and

	FCGPR for the allotment of shares made to a foreign national with delay.	the operational teams. We are working closely with our legal partners to ensure compliance with all FEMA regulations and expedite the filing of Form FCGPR.
10.	The Company is yet to make the listing approval application for the Equity shares allotted pursuant to conversion of warrants issued pursuant to applicable regulations of SEBI (Issue of Capital and Disclosure Requirements).	The delay in listing approval application was due to a shift in priorities during the period under review. We have now allocated dedicated resources to expedite the necessary listing procedures.
11.	The Company is yet to appoint an Independent Director to comply with the requirement of Sec 149 of Companies Act.	Identifying a suitable candidate for the position of Independent Director took longer than anticipated due to specific industry requirements. We are actively engaging with potential candidates and expect to fill the position soon.
12.	During the review period, the casual vacancy in the post of Company Secretary and Compliance Officer subsequent to the resignation of existing Company Secretary and Compliance Officer is yet to be filled.	The delay in filling this vacancy was due to a competitive job market for qualified professionals in this field. We have engaged specialized recruitment agencies to expedite the hiring process.

As required under the provisions of SEBI LODR Regulations, a certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from Mr. NVSS Suryanarayana Practicing Company Secretary is a part of these report annexed as Annexure- B.

CFO Certificate

As required under SEBI (LODR) Regulations, the Company has annexed as Annexure- C the Certificate submitted by the Managing Director and Chief Financial officer of the Company confirming the statements that financial statements do not contain any material untrue statement or omit any material fact nor do they contain statements that might be misleading.

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.

Reporting of Frauds by auditors

During the year under review, neither the statutory auditors nor the Secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

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.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the applicable provisions of the SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz. www.vistapharmaceuticals.com.

Prevention of Insider Trading

The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the directors and designated employees of the company. The code requires pre-clearance for dealing in the company’s shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The ‘Manager’ is responsible for implementation of the code along with the management of the Company. Members of the Board have confirmed compliance with the code.

Risk management policy

The Risk Management Policy is 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

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return in Form MGT- 7 placed on the website of the Company at www.vistapharmaceuticals.com.

Secretarial Standards

The Company complies with all applicable secretarial standards.

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

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, 2013, and no amount of principal or interest was outstanding as on the Balance Sheet date.

Subsidiary & Associates/Joint Ventures

Company does not have any subsidiary and associate, Joint Venture 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 are given in the Notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

During the period under review the company has not entered into any of the related party transaction except providing of remuneration to Chief Financial officer and Company Secretary which were on arm''s length basis. Accordingly, the disclosure under Form No. AOC-2 is not applicable to the company.

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.

Business Responsibility & Sustainability Report (BRSR)

Securities Exchange Board of India (SEBI) by notification No. SEBI/LAD-NRO/GN/2019/45 dated 26.12.2019 (Securities and Exchange Board of India - Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019 has mandated the inclusion of BRR as part of the Annual Report for the top 1000 listed entities based on their market capitalization on BSE Ltd and National Stock Exchange of India Ltd as at 31st March of every year. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

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:

(A) Conservation Of Energy: Since, the US FDA audit is in process and it is yet to receive the approval. The Plant of the company is not functional; accordingly, the consumption of energy is minimum. Thus, the conservation of energy is not applicable.

(B) Technology absorption

(i) The efforts made towards technology absorption: The Company has neither absorbed nor adopted any new technology. The company has also not made any innovation in technology other than the R & D.

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

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

a) the details of technology imported

b) the year of import;

c) whether the technology been fully absorbed

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof. No technology is imported during financial year 2022-23.

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: Nil

Foreign Exchange Outflows: Nil

Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant the relevant provision of the Companies Act, 2013 read with applicable Accounting Standards, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements

MEASURES FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2016, the company framed a Code of Conduct for Prevention of Insider Trading and Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information for its directors and designated employees. The code lays down guidelines, which mandates the directors and designated employees on the procedures to be followed and disclosures to be made while dealing with the shares of the company and also appraises the consequences for the violations Details of the code for prevention of insider trading is available at the company’s website www.vistapharmaceuticals.com

COMPLIANCE WITH REGULATION MANDATORY REQUIREMENTS

The Company complied with all the applicable mandatory requirements of the listing agreement and is also submitting a quarterly compliance report duly certified by compliance officer of the company to the stock exchanges within the time frame prescribed under regulations. At present, other nonmandatory requirements have not been adopted by the Company.

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 accordance with 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 of the shareholders. This is a golden opportunity for every shareholder of the Company to contribute to 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 through reduction 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 to use the said email id to send various Notices/ Correspondences etc.

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

In this regard, we request shareholders who have not registered their email addresses, so far to register their email addresses, in respect of electronic holding with depository through their concerned depository participants and Members who hold shares in physical form are requested to send the required details to the Registrar and Share Transfer Agent.

REGISTRAR AND SHARE TRANSFER AGENT (RTA)

Aarthi Consultants Pvt. Ltd,

1-2-285, Domalguda, Hyderabad, Telangana,500029

Tel.: [phone] Fax.: [phone] Email: [e-mail] Website: www.aarthiconsultants.com

DEPOSITORY SERVICES:

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

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

Trade World, 4th Floor Phiroze Jeejeebhoy Towers,

Kamala Mills Compound, 17th Floor, Dalal Street,

Senapati Bapat Marg, Lower Parel, Mumbai - 400023.

Mumbai-400013. Tel: [phone]

Tel : [phone] Fax : [phone]

Fax:[phone] Email: [e-mail]

Email: [e-mail]

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Mar 31, 2018

To

The Members

Vista Pharmaceuticals Limited

The Directors have pleasure in presenting the 27th Annual Report together with the audited statement of accounts for the year ended 31st March, 2018.

Financial summary or highlights / Performance of the Company.

The financial results of the company are as follows:

(Amount in Lakhs)

Particulars	31-03-2018	31-03-2017
Revenue from Operations	2,891.78	2,418.19
Other Income	39.68	5.74
Total Revenue	2,931.46	2,423.93
Expenses	2,515.21	2,200.17
Depreciation	133.56	101.51
Profit / (loss) Before exceptional and extraordinary items and Tax	282.69	122.26
Less: exceptional and extraordinary items	0.00	0.00
Profit/ ( loss) Before Taxation	282.69	122.26
Less: - Current Tax	57.64	6.76
- Income Tax (Earlier years)	0.00	0.00
- Deferred Tax	6.41	(9.26)
Profit / (loss) After Tax	218.65	124.75

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

During the financial year, your Company has acheived a turnover of Rs. 2,891.78/- Lakhs as against Rs. 2,418.19/- Lakhs in the previous year. The Company earned the profit after tax of Rs. 218.65 lakhs as against the profit in the previous year of Rs. 124.75 lakhs.

During the period under review the company has adopted the Indian Accounting Standards and the company has prepared its financial Statements in accordance with Indian accounting standards notified under section 133 of the Companies Act, 2013 read with paragraph 7 of Companies (Accounts) Rules 2014.

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 other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Dividend

No dividend has been recommended by Board of Directors for the financial year 2017-18.

Transfer to reserve

There were no transfers to Reserves during the financial year 2017-18.

Share Capital

The authorized share capital of the Company as on March 31, 2018 is Rs. 15,00,00,000/- divided into 7,50,00,000 equity shares of Rs. 2/- each.

Issued, subscribed and paid up capital of the Company as on March 31, 2018 is Rs. 5,82,94,384/- divided into 2,91,47,192 equity shares of Rs.2/- each.

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

During the period under review, there was increase in share capital of the company from 5,31,42,572 to 5,82,94,384. As the Company has allotted 2,28,714 equity shares of Rs. 2/- issued at premium of Rs. 22.05/- to Non- Promoter on Preferential basis and converted 18,47,192 warrants into equity shares of Rs. 2/- issued at premium of Rs. 22.05/- and converted 5,00,000 warrants into equity shares of Rs. 2/- issued at premium of Rs. 48.00/- .

Listing

The Securities Exchange Board of India (SEBI), on September 02nd 2015, has issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of listing agreement for different segments of capital market to ensure better 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 the effective 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 2017-2018 to BSE where the Company’s Shares are listed.

Directors and Key Managerial Personnel:

Reappointment:

As per the provision of the Companies Act, 2013 Mr. Mallem Hanumantha Rao, (DIN: 00129311) Director of the Company, who has been longest in the office, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible to offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013 and pursuant to Articles of Association of the Company. The Board recommends his reappointment.

Proposed Appointments:

Board of Directors on recommendation of Nomination & Remuneration Committee has appointed

- Mr. Umesh Virupakah Banakar, as Additional Director (Non-Executive, Independent) in their meeting held on 20.11.2017 (w.e.f. 24.02.2018).

- Ms. Divya Bhavani Chakravarthula, as Additional Director (Non-Executive, Independent) in their meeting held on 24.02.2018 and

- Mr. Anand Chittajallu, as Additional Director (Non- Executive) in their meeting held on 22.03.2018.

Board of Directors has proposed for regularizing the appointment of said Directors in the ensuing Annual General Meeting of the Company

The Board of Directors also propose to appoint Mr. Umesh Virupakah Banakar and Ms. Divya Bhavani Chakravarthula, as independent Director for a period of 5(five) years.

Your Board recommends the appointment of the aforesaid Directors.

During the period under review the Company has appointed Mr. Arjun Upadhyay, an Associate member of The Institute of Company Secretary of India as company secretary, in place of Ms. Laxmi Aduri. (w.e.f. 01.05.2017)

Meetings

During the year under review 15 (Fifteen) Board Meetings were convened and held. The Board meetings were held on 13.04.2017, 15.05.2017, 30.05.2017, 07.07.2017, 28.07.2017, 18.08.2017, 23.09.2017, 30.09.2017, 20.11.2017, 28.11.2017, 07.12.2017, 09.01.2018, 10.02.2018, 24.02.2018, 22.03.2018. The intervening gap between the Meetings was not more than 120 days as prescribed under the Companies Act, 2013.

During the financial year under review Extra Ordinary General Meeting was convened and held on 24.10.2017 for Issue of 40,00,000 Convertible Warrants to the Promoters and Others on Preferential Basis.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

Declaration by Independent Directors

The company has received necessary declarations from 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 and Regulation 25 of SEBI (LODR) Regulations, 2015.

A meeting of the Independent Directors was held on 18-08-2017 which was attended by the Independent 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 was briefed on the deliberations made at the Independent Directors Meeting.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board 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, 2018, the applicable accounting standards (IND AS) 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, 2018 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 control has 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.

Audit Committee

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

During the period under review the Board of Directors at their meeting held on 22.03.2018 has reconstituted the audit committee as given under.

The following are the membersof the Audit Committee:

S.No	Name of the Director	Designation	Category
1.	Ms. Ch. Divya Bhavani	Chairman	Independent, Non-Executive
2.	Ms. Vani Vatti	Member	Independent, Non-Executive
3.	Mr. G. Narendra	Member	Independent, Non-Executive
4.	Mr. Mallem Hanumantha Rao	Member	Non-Executive

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

Audit Committee meetings

Sl.No.	Date of Meeting	Total No. of Members as on the date of Meeting	No. of Members Attended
1.	30.05.2017	03	02
2.	18.08.2017	03	02
3.	20.11.2017	03	02
4.	10.02.2018	03	02
5.	22.03.2018	03	02

Scope 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 financial information to ensure that the financial statement is correct, sufficient and credible;

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

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

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

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

- Major accounting entries involving estimates based on the exercise of judgment by management;

- Qualifications in the draft audit report;

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

- The going concern assumption;

- Compliance with accounting standards;

- Compliance with listing and legal requirements concerning financial statements;

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

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

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

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

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

i. Scrutiny of inter-corporate loans and investments;

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 financial information to ensure that the financial statement is correct, sufficient and credible;

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

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

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

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

- Major accounting entries involving estimates based on the exercise of judgment by management;

- Qualifications in the draft audit report;

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

- The going concern assumption;

- Compliance with accounting standards;

- Compliance with listing and legal requirements concerning financial statements;

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

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

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

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

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

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 and scope 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, debenture holders, 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 framed a policy for selection and appointment of Directors, Senior Management and their remuneration, the same is placed on the website of the Company on www.vistapharmceuticals.com.

Nomination and Remuneration Committee:

The Company had constituted the Nomination and Remuneration Committee under section 178 of the Companies Act, 2013.

(a) Composition, Meetings and Attendance during the year

During the period under review the Board of Directors at their meeting held on 22.03.2018 has reconsitituted the Nomination and Recomendation Committee as given under.

The Nomination and Remuneration Committee comprises of the following members

S.No	Name of the Director	Designation	Category
1.	Ms. Ch. Divya Bhavani	Chairman	Independent, Non-Executive
2.	Ms. Vani Vatti	Member	Independent, Non-Executive
3.	Mr. G. Narendra	Member	Independent, Non-Executive
4.	Mr. Mallem Hanumantha Rao	Member	Non-Executive

The Committee held 4 (Four) meetings during the year ended March 31st, 2018 Nomination and Remuneration Committee meetings

Sl.No.	Date of Meeting	Total No. of Members as on the date of Meeting	No. of Members Attended
1.	15.05.2017	03	02
2.	20.11.2017	03	02
3.	24.02.2018	03	02
4.	22.03.2018	03	02

(b) Selection and Evaluation of Directors

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

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

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 board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilitiesdImproved 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

- Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully; -Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks; Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

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

Auditors

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Mahesh, Virender & Sriram, Chartered Accountants, was appointed as statutory auditors of the company by the board at their meeting held on 10.05.2018, to fill the casual vacancy caused due to resignation of M/s. V. Kishore Kumar & associates, as statutory auditors of the company.

M/s. Mahesh, Virender & Sriram, Chartered Accountants have signified their willingness for appointment and accordingly Board recommends the appointment of M/s. Mahesh, Virender & Sriram, Chartered Accountants, as Statutory Auditors of the Company, who confirmed their eligibility under Section 139(1) of the Companies Act, 2013 for the financial year 2017-18 and further period of 4 years.

The Audit Committee and the Board recommends the appointment of M/s. Mahesh, Virender & Sriram, Chartered Accountants as Statutory Auditors of the Company.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the financial year under review.

Auditors’ Report

The Auditors report for the financial year does not contain any qualifications, reservation or adverse remark. The Auditors report is enclosed with the financial statement in this Annual report.

Secretarial Audit Report

The Secretarial Auditors report for the financial year is enclosed as Annexure to this report.

The following are the management’s reply to the Secretarial auditor’s observations:

S.No	Observations of Secretarial Auditor	Management’s Reply
1.	There was a delay in the filing Shareholding pattern with Bombay Stock Exchange for the June, 2017 Quarter.	The company will ensure that the compliance to be done in time.

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.

Reporting of Frauds by auditors

During the year under review, neither the statutory auditors nor the Secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

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 is 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

In accordance with Section 92(3) and 134(3)(a) 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 and the same is placed on the website of the Company.

Secretarial Standards

The Company complies with all applicable secretarial standards.

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

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.

Subsidiary & Associates/Joint Ventures

Company does not have any subsidiary and associate, joint venture 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 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.

(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)-

(i) The efforts made towards technology absorption:

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

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

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

a) the details of technology imported

b) the year of import;

c) whether the technology been fully absorbed

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof. No technology is imported during financial year 2017-18

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: Rs. 1131.13 Lakhs

Foreign Exchange Outflows: Rs. 45.80 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 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

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

Management’s Discussion and Analysis

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

Corporate Social Responsibility

The provisions w.r.t. CSR are not applicable to the Company therefore, the Company had not constituted CSR committee during the year 2017-18.

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 and Protection 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 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 2017-18:

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

SD/- SD/-

Dr. Dhananjaya Alli N.V. Chalapathi Rao

Place: Hyderabad Managing Director Wholetime Director

Date: 29.06.2018 DIN: 00610909 DIN: 03270178

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Mar 31, 2016

To

The Members

Vista Pharmaceuticals Limited

The Directors have pleasure in presenting the 25^th Annual Report together with the audited statements of account for the year ended 31^st March, 2016.

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:

(Amount in Rs.)

Particulars	31-03-2016	31-03-2015
Revenue from Operations	153795936	137465989
Other Income	245304	83326
Total Revenue	154041240	137549315
Expenses	135506188	114519408
Depreciation	10151745	10457835
Profit / (loss) Before exceptional and extraordinary items and Tax	8383307	12565071
Less: exceptional and extraordinary items	-	-
Profit/ ( loss) Before Taxation	8383307	12565071
Less: - Current Tax
- Income Tax (Earlier years)
- Deferred Tax	(1131653)	(1051092)
Profit / (loss) After Tax	7741481	13616163

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

During the financial year, your Company has registered a turnover of Rs. 15.40 Crores as against Rs. 13.75 Crores in the previous year. The Company earned the profit after tax of Rs. 77.41 lakhs as against the profit in the previous year of Rs. 136.16 lakhs.

Material Changes and Commitments, if any, affecting the Financial Position of 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 other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Dividend

No dividend has been recommended by Board of Directors for the financial year 2015-16.

Transfer to reserve

There were no transfers to Reserves during the financial year 2015-2016.

Share Capital

The authorised share capital of the company as on March 31, 2016 is Rs. 15,00,00,000/- divided into 7,50,00,000 equity shares of Rs. 2/- each.

Issued, subscribed and paid up capital of the company as on March 31, 2016 is Rs. 5,00,00,000 /- divided into 2,50,00,000 equity shares of Rs.2/- each.

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

Reduction of Share Capital

The Ho’ble High court for the State of Telangana and Andhra Pradesh had vide its order dated 20th April, 2015 approved the Scheme for Reduction of share Capital of the Company pursuant to which, the Authorized 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.

The Company has got listing and trading approval for 2,50,00,000 Equity shares on 03.02.2016 and 24.05.2016 respectively.

1. The Board of Directors of Vista Pharmaceuticals Limited (''the Company'') at its meeting held on 09.10.2012 has approved the Scheme for Reduction of Share Capital.

2. The Shareholders of the Company at its Extraordinary general meeting held on 15.11.2012 approved the Scheme of reduction.

3. The Scheme for Reduction of Share Capital was approved by the Hon''able High court of Hyderabad for the state of Telangana and Andhra Pradesh on 20/04/2015

4. Form INC-28 for registration of Order and minute for reduction of Share capital of the Company, pursuant to section 100-104 of the Companies Act, 1956, was filed with Registrar of Companies, Telangana and Andhra Pradesh on 21/05/2015 and the same was approved on 11/06/2015

5. Pursuant to the Scheme of Reduction of Share capital, the Company shall reduce its fully paid up equity share capital from Rs. 15,00,00,000 (Rupees Fifteen Crores) divided into 1,50,00,000(0ne Crore Fifty Lakhs only) Equity Shares of Rs. 10/-( Rupees Ten only) each to Rs. 5,00,00,000 (Rupees Five Crores) divided into 50,00,000(Fifty Lakhs only) equity shares of Rs.10/-( Rupees Ten only) each, whereby 2/3rd of shares are extinguished out of total paid up capital of the Company

6. Pursuant to the Scheme of reduction of capital, each of the paid shares of Rs. 10/-(Rupees Ten only) each is split into Rs.2/- (Rupees Two only) per share.

Listing

The Securities Exchange Board of India (SEBI), on September 02nd 2015, has issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of Listing agreement for different segments of capital market to ensure better 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 the effective 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 2015-2016 to BSE where the Company’s Shares are listed.

Directors

Proposed Appointments:

The following appointments to the Board are proposed:

Approval of the shareholders is being sought for the appointment of Mr. Mallem Hanumantha Rao (DIN: 00129311) as Director (Non Executive) of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company. Your Board recommends his re- appointment.

Dr. Stanley Prabhakar Reddy was appointed as an Additional Director of the Company with effect from 26.09.2016, who being eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from members proposing their candidature for the office of Director.

Meetings

During the year ten (10) Board Meetings were convened and held. The Board meetings were held on 20.04.2015, 28.05.2015, 11.06.2015, 02.07.2015, 07.09.2015, 10.08.2015, 12.11.2015, 08.12.2015, 09.12.2015 and 09.02.2016The 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, 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.

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, 2016, 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, 2016 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 as follows

The following are the members of the Audit Committee:

S. No	Name of the Director	Designation	Category
1.	Mr. G Narendra	Chairman	Independent, Non-Executive
2.	Mr. M H Rao	Member	Non-Executive
3.	Mr. Vani Vatti	Member	Independent, Non-Executive

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.

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 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.

Reply to Secretarial Audit Report

Management is taking steps to ensure timely compliance of the payments under the various acts mentioned in the report.

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.

No 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:

(A) Conservation Of Energy

POWER AND FUEL CONSUMPTION	2015-2016	2014-2015
1. ELECTRICITY
a. Purchased units(KWH)	3,40,162	3,13,668
Total Amount (in Rs.)	32,25,984	29,48,657
Unit Rate (in Rs.)	9.7	9.4
b. Own Generation
(Through Diesel Generator) Units	32341	35,522
Unit per liter of diesel oil	5.84	5.27
Cost/Unit(Rs.)	10.66	10.49
2. COAL	-
3. FURNANCE OIL(Diesel Oil for Boiler) Quantity (in liters)	32531	37,653
Total Amount (in Rs.)	1701697	22,78,409
Average Rate/Liter (in Rs.)	52.13	60.51

(B) Technology absorption

(i) The efforts made towards technology absorption:

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

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

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

a) the details of technology imported

b) the year of import;

c) whether the technology been fully absorbed

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof. No technology is imported during financial year 2015-2016

(iv) No expenditure incurred on Research and Development Foreign Exchange Earnings and Outgo

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

Foreign Exchange Inflows: 847.38 Lakhs

Foreign Exchange Outflows: 65.26 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 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

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

Management''s Discussion and Analysis

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

Corporate Social Responsibility

The provisions w.r.t. CSR are not applicable to the Company therefore, the Company had not constituted CSR committee during the year 2015-16.

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 2015-16:

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

Sd/- Sd/-

N.V. Chalapathi Rao Dr. Dhananjaya Alli

Director Managing Director

DIN No: 03270178 DIN No: 00610909

Place: Hyderabad

Date: 12-08-2016

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2014 has been as under

(Amount in Rs.)

For the year ended 31st March, 2014 31st March, 2013

Income 8,33,13,573 7,47,73,240

Expenditure 7,08,36,933 6,66,20,652

Depreciation 77,44,387 64,48,437

Profit/(Loss) before taxes 47,32,253 17,04,151

Profit/(Loss) after taxes 46,67,034 8,05,354

Bought Forward (Loss) 10,91,85,811 10,99,91,165

Carried Forward (Loss) 10,45,17,956 10,91,85,811

OPERATIONAL PERFORMANCE

During the financial year, your Company has registered a turnover of Rs.830.16 lakhs as against Rs.746.89 lakhs in the previous year. The Company earned the profit after tax of Rs.46.67 lakhs as against the profit in the previous year of Rs. 8.05 lakhs.

SHARE CAPITAL

The authorised share capital of the company as on March 31, 2014 is Rs. 150,000,000/- 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, 2014 is Rs. 150,000,000 /- divided into 1,50,00,000 equity shares of Rs.10/- each.

DIVIDEND

No dividend has been recommended by Board of Directors during the financial year 2013-14.

TRANSFER TO RESERVES

There were no transfers to Reserves during the financial year 2013-2014.

FIXED DEPOSITS:

Your Company has not invited any deposits from the Public nor outstanding for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

LISTING

The equity shares of the Company is listed with BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchange.

DIRECTORS:

In accordance with the Companies Act, 2013 read with Articles of Association of the company Mr. M.H.Rao are retiring by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting.

Profile of Directors who are retiring at this AGM is furnished in the Corporate Governance Report.

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

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. PRV Associates, Chartered Accountants, Hyderabad, retire at this AGM, have signified their willingness for their re-appointment and have confirmed their eligibility under section 139(1) of the Companies Act, 2013. Members are requested to reappoint them for a period of three years and to authorize the Board to fix their remuneration.

REPLIES TO AUDITORS'' REPORT:

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm:

a) that in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

CORPORATE GOVERNANCE REPORT:

The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors Certificate on its compliance.

PARTICULARS OF EMPLOYEES:

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is provided hereunder:

A) RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the company:

Development of generic products for US market Improvement & cost reduction of existing products Stability studies on all of the above products

2. Benefits derived as a result of the above R&D:

Developed OTC as well as prescription products for USA market and also products for South American, African and European markets.

B) Technology Absorption, Adoption and innovation:

1. Efforts in brief made towards technology absorption, adoption and innovation:

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.

2. Benefits derived as a result of the above efforts. No benefits derived in the year under review.

3. In case of imported technology following may be furnished.

No technology is imported during financial year 2013-2014

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company.

ACKNOWLEDGEMENTS:

The Directors thank the Company''s Bankers officials of concerned Government Departments and share holders for their co-operation and continued support to the Company.

For and on behalf of the Board of Directors VISTA PHARMACEUTICALS LIMITED

Dr. Dhananjaya Alli Mr. M.H. Rao Managing Director Director DIN No: 00610909 DIN No: 00129311

Date: 1st August, 2014

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

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Mar 31, 2013

To The Members of Vista Pharmaceuticals Limited

The Directors have pleasure in presenting the 22 nd Annual Report together with the Audited Statements of Account for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Current Year Previous Year 2012-13 (Rs) 2011-12( Rs)

Income 7,47,73,240 3,62,23,141

Expenditure 6,66,20,652 4,53,35,139

Depreciation 64,48,437 63,68,603

Profit/(Loss) for the year (Before Tax) 17,04,151 (-)1,54,10,117

Profit/(Loss) for the year (After Tax) 8,05,354 (-)1,66,30,208

(Loss) Brought forward 10,99,91,165 (-)9,33,60,957

(Loss) carried forward 10,91,85,811 (-)10,99,91,165

Operational Performance

During the financial year, your Company has registered a turnover of Rs. 746.89 lakhs as against Rs.362.23 lakhs in the previous year. The Company earned the profit after tax of Rs. 8.05 lakhs as against the loss in the previous year of Rs. 166.30 lakhs.

Dividend

No dividend has been recommended by Board of Directors during the financial year 2012-13.

Transfer to reserve

There were no transfers to Reserves during the financial year 2012-2013.

Share Capital

The authorised share capital of the company as on March 31, 2013 is Rs. 150,000,000/- 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, 2013 is Rs. 150,000,000 /- divided into 1,50,00,000 equity shares of Rs.10/- each.

Scheme of Arrangement for reduction of capital

The Company proposed Scheme of Reduction of Capital involving fully paid up equity share capital from Rs. 15,00,00,000 (Rupees Fifteen Crores) divided into 1,50,00,000(One Crore Fifty Lakhs only) Equity Shares of Rs. 10/-( Rupees Ten only) each to Rs. 5,00,00,000 (Rupees Five Crores) divided into 50,00,000(Fifty Lakhs only) equity shares of Rs.10/-( Rupees Ten only) each, whereby 2/3rd of shares are extinguished out of total paid up capital of the company and splitting of par value of the share from Rs.10/- to Rs.2/- each which was approved by the members on the Extra-ordinary meeting held on 15.11.2012. The company filed the application for obtaining NOC under Clause 24(f) Listing Agreement for Draft Scheme of Reduction of Equity Share Capital with the BSE Ltd. / SEBI.

Since the SEBI issued the circular CIR/CFD/DIL/5/2013 dated 04.02.2013 regarding revised requirements for the Stock exchanges and listed companies relating the Scheme of Arrangement/ Amalgamation, the company filed the revised application with the stock exchange and the approval is pending.

Directors

In accordance with the Companies Act, 1956 read with Articles of Association of the company Mr. Stanely Prabhakar Reddy and Ms. Vani Vatti are retiring by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

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

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, Your Directors wish to confirm:

1. That in the preparation of the Annual Accounts for the financial year ending 31stMarch, 2013 the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. That such Accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken.

4. That accounts for the financial year ended on 31st March 2013 are prepared on a going-concern basis.

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 224(1B) of the Companies Act, 1956.

Replies to Auditors'' Report

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

Fixed Deposits

Your Company has not accepted any deposits falling within the meaning of Sec. 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

Particulars of Employees

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding the limits stated in section 217(2A) of the Act.

B. Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company: Development of generic products for US market. Improvement & cost reduction of existing products. Stability studies on all of the above products.

2. Benefits derived as a result of the above R & D:

Developed OTC as well as prescription products for USA market and also products for South American, African and European markets.

Technology Absorption, Adoption and innovation:

1. Efforts in brief made towards technology absorption, adoption and innovation:

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.

2. Benefits derived as a result of the above efforts. No benefits derived in the year under review.

3. In case of imported technology following information may be furnished. No Technology is imported during financial year 2012-13.

Listing

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

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.

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

Yours Directors wish to express their thanks for the guidance and assistance received from various departments of State and Central Government and their bankers. Your Directors also wish to thank all the Shareholders for their confidence reposed in the Company.

FOR AND ON BEHALF OF THE BOARD OF

VISTA PHARMACEUTICALS LIMITED

Mr. G. NARENDRA

Director

Date: 14.08.2013 Ms. VANI VATTI

Place: Hyderabad Director

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Mar 31, 2011

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statements of Account for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Current Year 2010-11 (Rs.) Previous Year (2009-10) (Rs.)

Income 5,67,97,411 80,72,938

Expenditure 5,45,24,835 1,87,06,372

Depreciation 51,94,278 28,68,931

Profit/(L6ss) for the year (-)29,21,702 -(1,35,02,365>

(Loss)Broughtforward <->9,04,39,255 (->7,69,37,140

Prior period adjustments 0.00 (->250

(Loss) carried forward (->9,33,60,957 (->9,04,39,255

OPERATIONS:

During the year under review the company has recorded a turnover of Rs. 567.45 lakhs against the turnover of Rs. 80.14 lakhs in the previous year.

DIVIDEND:

No dividend has been recommended by Board of Directors during the financial year 2010-11.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits fallingwithfn themeaning ofSec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on The Bombay Stock Exchange Limited

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the companyjnenirector, Sri. G.Narendra and Smt.VaniVatti retire by rotation and are eligible for reappointment.

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

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

I. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directorshave selected such accounting policies and applied them consistently and made judgment andestimates that are reasonable and prudent soastogiveatrueandfairviewofthestate ofaffairs of the Company at the end of the financial year 2010-11.

iii. The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual accounts on a going concern basis.

B. Research and Development (R&D)

1. Specific areas in which R&D carried out bythe Company:

Development of generic products for US market. Improvement & cost reduction of existing products. Stability studies on all of the above products.

2. Benefits derived as a result of the above R & D:

Developed OTC as well as prescription products for USA market and also products for South American, African and European markets.

Technology Absorption, Adoption and innovation:

1. Efforts in brief made towards technology absorption, adoption and innovation:

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.

2. Benefits derived as a result of the above efforts: No benefits derived in the year under review.

3. In case of imported technology following information may be furnished.

No

Technology Isimported duringfinancialyear2010-11.

PARTICULARS OF EMPLOYEES

There is no employee who is falling under section 217(2A). Therefore the disclosures required to be made under section 217(2A) of the companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them.

AUDITORS

M/s. PRV Associates, Chartered Accountant retire at the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment. Your directors propose the appointment of M/s. PRV Associates, Chartered Accountant, as statutory auditors to hold office until the conclusion of the next Annual General Meeting ofthecompany.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors. Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Declaration by Managing Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

To

The shareholders,

I, Dr.Dhananjaya Alii, Managing Director of the Company do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

FOR AND ON BEHALF OF THE BOARD OF VISTA PHARMACEUTICALS LIMITED

Dr. DHANANJAYA ALLI Managing Director

Date: 02.05.2011 G. NARENDRA

Place: Hyderabad Director

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Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Statements of Account for the year ended 31st March, 2010.

FINANCIAL RESULTS

Current Year Previous Year

2009-10 2008-09

(Rs) (Rs)

Income 80,72,938 1,82,89,711

Expenditure 1,87,06,372 2,51,34,086

Depreciation 28,68,931 27,30,054

Profit/(Loss) for the year (-)l ,35,02,365 (-) 95,74,428

(Loss) Brought forward (-)7,69,37,140 (-)6,73,20,712

Fringe Benefit Tax - (-) 42,000

Prior period adjustments (-) 250 -

(Loss) carried forward (-)9,04,39,256 (-)7,69,37,140

OPERATIONS:



During the year under review the company has recorded a turnover of Rs.80.14 lakhs against the turnover of Rs.182.30 lakhs in the previous year.

DIVIDEND:

No dividend has been recommended by Board of Directors during the financial year 2009-10.

PUBLIC DEPOSITS:

Your.Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

.LISTING:

The equity shares of your company are listed on The Bombay Stock Exchange Limited

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director, M. M.H. Rao and Mr. Y.V. Rao retire by rotation and are eligible for reappointment.

Your Board recommends the re-apppintment of the Directors above.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Scc.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-10

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AN D OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

B. Research and Development (R&D)

1. Specific: areas in which R&D carried out by the Company:

Development of generic products for US market. Improvement & cost reduction of existing products. Stability studies on all of the above products.

2.. Benefits derived as a result of the above R&D:

Developed OTC as well as prescription products for USA market and also products for South American, African and European markets.

Technology Absorption, Adoption and innovation:

1. Efforts in brief made towards technology absorption, adoption and innovation:

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 efforts mentioned above.

2. Benefits derived as a result of the above efforts : No benefits derived in the year under review.

3. In case of imported technology following information may be furnished. No Technology is imported during financial year 2009 - 10.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217(2A). Therefore the disclosures required to be made under section 217(2A) of the companies Act, 1956 and the rules made there under arc not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them.

AUDITORS

M/s. PRV Associates, Chartered Accountant retire at the ensuing Annual General Meeting and being eligible have expressed willingness for re-appointment. Your directors propose the appointment of M/s. PVR Associates, Chartered Accountant, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

FOR AND ON BEHALF OF THE BOARD OF

VISTA PHARMACEUTICALS LIMITED

Dr. DHANANJAYA ALLI

Managing Director

Date: 30-08-2010 G. NARENDRA

Place: Hyderabad Director