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Directors Report of Vista Pharmaceuticals Ltd.

Mar 31, 2018

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 Companyâs working during the year/State of Companyâs 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 Companyâs 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.

Directorsâ 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 Companyâs 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 auditorâs report thereon before submission to the Board for approval, focusing primarily on:

- Matters required to be included in the directorâs responsibility statement to be included in the boardâs 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 auditorâs independence and performance, and effectiveness of audit process;

f. Reviewing, with the management, the quarterly financial statements and auditorâs 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 Companyâs 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 auditorâs report thereon before submission to the Board for approval, focusing primarily on:

- 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 auditorâs independence and performance, and effectiveness of audit process;

f. Reviewing, with the management, the quarterly financial statements and auditorâs 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.

Auditorsâ 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 managementâs reply to the Secretarial auditorâs observations:

S.No	Observations of Secretarial Auditor	Managementâs 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 Boardâs 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 Companyâs risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the Companyâs 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 companyâs operations in future

No other significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs 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 armâs 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 âHuman Resourcesâ 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.

Managementâs 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

Mar 31, 2016

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.

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.

Reduction of Share Capital

The Hoâble 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 Companyâs 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

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;

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

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

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

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.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

(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.

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 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

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

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.

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

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

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

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