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Vista Pharmaceuticals Ltd Directors Report

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Jul 12, 2024|03:40:00 PM

Vista Pharmaceuticals Ltd Share Price directors Report

To

The Members,

Vista Pharmaceuticals Limited.

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

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:

(Amount in Rs in Lakhs)

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 Companys working during the year/State of Companys 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.

Directors and Key Managerial Personnel:

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. No Name of the Director Category
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.

Change in Director/ Key Managerial Personnel during the year

• 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 31st Annual General Meeting held on 29th 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 31st 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 Companys 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 auditors report thereon before submission to the Board for approval, focusing primarily on:

• Matters required to be included in the directors responsibility statement to be included in the boards 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 auditors independence and performance, and effectiveness of audit process;

f. Reviewing, with the management, the quarterly financial statements and auditors 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 31st 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 29th AGM till the conclusion of 34th 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 Auditors 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 given to us, the Company has taken Secured loans from banks. During the year under review the company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to lenders. The Company has raised an amount of Rs. 7,62,732, by the way of preferential Issue of Convertible Warrants. Since, there are low Operations in the Company and due 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 groups 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 made. The lapse in maintaining our functional website was an oversight resulting from technical challenges that impacted our ability to update the website. We have 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 FCGPR for the allotment of shares made to a foreign national with delay. The oversight in this case was the result of miscommunication between our legal advisors and 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 Boards 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 companys 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 Companys risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the Companys 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 companys operations in future

No other significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys 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 arms 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 companys 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 non-mandatory 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 e-mail 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, auditors 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.: 040-27638111,27634445 Fax.: 040- 27632184

Email: info@aarthiconsultants.com

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. Trade World, 4th Floor Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400013. Central Depository Services (India) Ltd. Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Street, Mumbai - 400023.
Tel : 091-022-24994200 Tel: 091-022-22723333
Fax:091-022-24972993/24976351 Fax : 091-022-22723199
Email: info@nsdl.co.in Email: investors@cdslindia.com

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 applicable to your company and therefore there is separate report on corporate governance.

In pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a certificate from Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary, in compliance with (i) of Point (10) of Para C of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure - D and forms part of this Report.

Managements 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 as

Annexure - E.

Corporate Social Responsibility

The provisions w.r.t. Corporate Social Responsibility are not applicable to the Company therefore; the Company had not constituted CSR committee during the year 2022-23.

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).

Disclosures with respect to demat suspense account/ unclaimed suspense account

Your Company does not have any shares in the Demat suspense account or unclaimed suspense account and therefore no disclosure as per Point F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is required.

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 2022-23:

No. of complaints received: - NIL -
No. of complaints disposed off: - NIL -

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the period under review, there was no application made nor any proceeding initiated or pending under the Insolvency and Bankruptcy code, 2016.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the period under review, there was no one time settlement with Bank.

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.

For and on behalf of the Board of VISTA PHARMACEUTICALS LIMITED

Sd/- Sd/-
Place: Hyderabad DHANANJAYA ALLI PAVAN SATHVIK GILAKA
Date: 12.08.2023 Whole time Director Whole time Director
DIN: 00610909 DIN: 09733182

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