Home  »  Company  »  Invicta Meditek Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Invicta Meditek Ltd.

Mar 31, 2015

Dear Members,

Your Directors take pleasure in presenting the Twenty Third Annual Report and that of the Auditors' together with the audited Balance Sheet as at 31st March 2015 and the Profit/ Loss Account for the year ended on that date.

FINANCIAL PERFORMANCE

Particulars Amount in Rs.

2014-2015 2013-2014

Total Income -- --

Total Expenses 8,64,650 6,03,359

Profit /(Loss) before Tax (8,64,650) (6,03,359)

Less: Tax Expenses -- --

Prf /(Loss) after Depreciation (8,64,650) (6,03,359) and Tax

FUTURE PROSPECTS

In order to revive the Company, your Board of Directors made a proposal to acquire 100% stakes of M/S. COREM PHARMA PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956 having its registered office at 07/D/730/2/SF, D.NO.305, 3rd Floor, SRR Arcade, Trimulgherry, Secunderabad, Telangana - 500015 subject to feasibility. But, the proposal was cancelled by the Board of Directors of the Company due to its non-feasibility. Your Board of Directors are now looking for prospects to revive the Company with a new business plan.

DIVIDEND:

In view of loss, your directors are unable to recommend any dividend for the year.

RELATED PARTY TRANSACTIONS:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013. Hence the reporting under this Clause does not arise.

RESERVES:

The Company has not transferred any amount to the General reserve account.

SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares. The Authorised Capital and the Paid-Up Capital remained the same as previous year

AUDITORS:

M/s. P.B. Vijayaraghavan & Co., Chartered Accountants, Chennai (FRN: 004721S), were appointed as Statutory Auditors of the company in the 22nd Annual General Meeting of the Company held on 30.09.2014 until the conclusion of ensuing Annual General Meeting. The Directors recommend appointing M/s. P.B. Vijayaraghavan & Co., Chartered Accountants as Statutory Auditors, to carry out the audit for the financial year 2015-2016. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for their appointment as Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

COMMENTS ON AUDITORS' REPORT:

With regard to loan to Director, Your Management is taking necessary steps to comply with the provisions of the Act.

With respect to remarks relating to accumulated losses, your management is evaluating new business proposals and confident of wiping of accumulated losses and earn profits in the years to come. Other remarks made by the Statutory Auditors of the Company in their report are self-explanatory.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Shri. Balu Sridhar, Practicing Company Secretary as secretarial auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report attached with this report as Annexure - A.

Reply to the qualifications made in Secretarial Auditor's report:

The Company has not appointed a Company Secretary and Chief Financial Officer as required under the first proviso of sub-section 1 of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company is in the process of identifying suitable candidate for the designation of Company Secretary and Chief Financial Officer and has taken necessary steps for the same.

The Chairman of the Board being an Executive Director, the requirement of one half of the Board consisting of Independent Directors is not in compliance with Clause 49 of the Listing Agreement.

The Company is taking necessary steps to comply with the provisions of the Act and Listing Agreement.

The Company has granted loan to Mr. Sathish Kumar, Director of the Company under Section 295 of the Companies Act, 1956, without obtaining prior approval from Central Government. As per Section 185 of the Companies Act, 2013 the outstanding loan amount as on 31.03.2015 is Rs. 70,47,151/-.

The Company is taking necessary steps to comply with the provisions of the Act.

Mr. R. Sundararaghavan, Managing Director of the Company is the Chairman of the Stakeholders Relationship Committee, which is not in compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board noted the same and accordingly will take necessary steps to comply with the provisions of the Act.

DEPOSITS:

The Company has not accepted any deposits during the period under review as envisaged under Section 73, 74 & 76 of the Companies Act, 2013

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided loans and guarantees and nor made investments pursuant to Section 186 of the Companies Act, 2013 during the year ended review.

RELATED PARTY TRANSACTIONS:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013. Hence the reporting under this Clause does not arise.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises of Five Directors out of which two are Independent Directors, one Managing Director and two Non-executive Directors. As per Section 149 of the Companies Act,

2013 the Company needs to have atleast two Independent Directors and One Woman Director. Accordingly Mr. Naveen Lakshmanan and Mr. Sekar Somasundaram were appointed as Independent Directors of the Company in the 22nd Annual General Meeting of the Company held on 30th September, 2014 for a period of 2 years.

Appointment / Re-Appointment:

In order to comply with provisions of Section 149 and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 23rd March, 2015 and based on the recommendation of the

Nomination and Remuneration Committee, appointed Ms. Swapna Sundararaghavan as Woman Director of the Company with effect from 23rd March, 2015.

We seek your approval for appointment & re-appointment of Smt. Swapna Sundararaghavan as Director of the Company.

Mr. R. Sundararaghavan, Managing Director, retires by rotation and being eligible, offers himself for reappointment. Your Board recommends his continuation.

Key Managerial Personnel:

In order to comply with the provisions of Section 203 of Companies Act, Shri. R. Sundararaghavan, Managing Director of the Company was designated as Key Managerial Personnel.

BOARD MEETINGS:

Seven Board Meetings were held during the year under review and the gap between two Board meetings were not more than 120 days.

DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

As required under Section 149(7) all the Independent Directors of the Company have submitted their annual declaration stating that they meet the criteria of independence as stated Section 149(6) of the Companies Act, 2013.

COMMITTEES OF THE BOARD:

a) Audit Committee

Pursuant to provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the terms of reference of Audit Committee of the Board was revised in accordance with terms of reference prescribed therein. Detailed disclosure on compositions, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors and other matters.

The terms of reference of the Committee inter alia, include the following:

* Succession planning of the Board of Directors and Senior Management Employees;

* Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

* Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

* Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration;

* Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

EXTRACTS OF THE ANNUAL RETURN:

The extracts of Annual Return of the Company in prescribed Form MGT - 9 for the Financial Year Ended 31st March, 2015 is attached to the report by way of Annexure - B.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments were made, 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.

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 500,000/- or above per month and Rs. 6,000,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - C.

MANAGEMENT DISCUSSION & ANALYSIS

Since the Company is not having any major activity, the question of Discussions & Analysis Report does not arise. As and when the Company resumes activity, a formal Report will be published in the Annual Report

CORPORATE GOVERNANCE

The Report on Corporate Governance and Auditors certificate on Compliance with the Code of Corporate Governance are provided and forms part of this report.

LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in Bombay Stock Exchange. The Company has paid the Listing Fees for the Financial year 2014-2015. The Company is taking necessary steps to pay the Listing Fees for the year 2015-2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility are not applicable to the Company.

VIGIL MECHANISM:

In Compliance of Section 177 of Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Company has set up a Whistle Blower policy. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report genuine concerns or grievances. Adequate safeguards are in place against victimization of employees who availed the mechanism. The Company shall introduce Proper policy in respect of Prohibition of Sexual Harassment, in line with The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal), Act, 2013: as and when the company commences its activities.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. In addition to the Internal Control Systems, the Board has laid emphasis on adequate Internal Financial Controls to ensure that the financial affairs of the Company are carried out with due diligence. These are routinely tested and certified by the Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge, belief and according to the information's and explanations obtained by them, the Directors pursuant to Section 134 of the Companies Act, 2013 hereby state that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made for the same.

2) the directors had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2015 and of the Loss of the Company for the year ended 31st March 2015

3) the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

4) the annual accounts have been prepared the annual accounts on a going concern basis

5) the directors, had laid down proper and sufficient internal financial controls and policies and procedures of such internal financial controls are adequate and operating effectively.

6) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL EVALUATION BY THE BOARD

Pursuant to Section 134 of Companies Act, 2013 and in compliance with the Listing Agreement the Board of Directors has carried out an annual performance evaluation of the Board, its Committees, and Directors individually, is carried out as per the criteria laid down by the Nomination and Remuneration Committee.

Accordingly, as per Schedule V of Companies Act, 2013 and Clause 49 of the Listing Agreement the Independent Directors of the Company at their separate meeting evaluated the performance of non independent directors and the Board as a whole. They also evaluated the performance of Chairman of the Company and flow of information from the Management to the Board.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their thanks to the Shareholders, Customers, Suppliers Banks and Government for their valuable assistance and support.

Your Directors wish to place on record their appreciation of the sincere efforts put in by the employees of the Company at all levels.

On Behalf of the Board. For INVICTA MEDITEK LTD.

-sd- -sd- Place: Chennai R.Sundararaghavan Swapna Sundararaghavan. Date: 01.12.2015 Managing Director Director (DIN: 01197824) (DIN: 01925157)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2014 are as under:

Particulars Rs. In Lakhs

2013-2014 2012 - 2013

Total Income 0.00 0.00

Less: Total Expenditure 6.03 6.44

Profit /(Loss) before Depreciation (6.03) (6.44) and Tax

Less: Depreciation 0.045 0.072

Less: Tax Expenses Nil Nil

Profit /(Loss) after Depreciation (6.03) (6.44)

and Tax

FUTURE PROSPECTS

Your Board of Directors is now looking at prospects where we can revive the Company with a new business plan. A Couple of proposals have been evaluated. It is anticipated that the evaluation process will be completed at the earliest and a good decision shall be taken in the interest of the Shareholders.

DEPOSITS

The Company has not accepted any public deposits.

DIVIDEND

In view of the losses incurred by the company, no dividend is recommended for the year under review.

DIRECTORS

Mr.SathishKumar,Director, retiresbyrotationandbeingeligible,offers himself for re- appointment. Your Board recommends his continuation.

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, Mr. Naveen Lakshmanan and Mr. Sekar Somasundaram, Directors of the Company are being appointed as Independent Directors for a period of two (2) consecutive years with effect from 30.09.2014.

A brief resume, expertise, shareholding in the Company and details of other Directorships of Mr. Satish Kumar, Mr. Naveen Lakshmanan and Mr. Sekar Somasundaram as stipulated in Clause 49 of the Listing agreement are mentioned in the Notice of the 22nd Annual General Meeting to the Shareholders of the Company.

In order to fulfill the requirements of Section 152(6) of the Companies Act, 2013 ("the Act") the existing terms of appointment of Mr. RajamaniRagavachariSundararaghavan, Managing Director are being varied by making him liable to retire by rotation in terms of Section 152 (6) of the Act, and all other terms and conditions of his appointment shall remain the same.

Your Board recommends the above appointments / re-appointments of Directors in the best interest of the Company.

AUDITORS

The Auditors of the company, M/s. P. B. Vijayaraghavan& Co, Chartered Accountants retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

REPLY TO AUDITORS OPNION

With regard to loan to Director, Your Management is taking necessary steps to comply with the provisions of the Act.

With respect to remarks relating to accumulated losses, your management is evaluating new business proposals and confident of wiping of accumulated losses and earn profits in the years to come. Other remarks made by the Statutory Auditors of the Company in their report are self-explanatory.

PARTICULARS OF EMPLOYEES

The Company does not have any employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING

The Company''s Equity Shares are listed at Bombay Stock Exchange and the necessary listing fees have been paid to the stock exchanges.

DEPOSITORY SYSTEM

Company''s Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

CORPORATE COVERNANCE

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

MANAGEMENT DISCUSSION & ANALYSIS

Since the Company is not having any major activity, the question of Discussions & Analysis Report does not arise. As and when the Company resumes activity, a formal Report will be published in the Annual Report

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has in place, adequate internal control systems and procedures commensurate with the size and nature of our business.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 loss of the Company for that period;

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Tamil Nadu, the Company''s Bankers and Business Associates. Your Directors also place on record the whole-hearted support received from the Shareholders.

On behalf of the Board For INVICT MEDITEKLIMITED Place: Chennai Date: 14.08.2014 -SD/- -SD/- R. Sundararaghavan (Soma.Sekar) DIN: 01197824 DIN: 06430166 Managing Director Director


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in submitting the 20th Annual Report along with audited balance sheet & Profit and Loss account for the year ended on 31st March 2012.

FINANCIAL RESULTS:

The operation and working results are as detailed hereunder;

Particulars Amount as on Amount as on 31.03.2012 31.03.2011 (in Rs. Lakhs) (in Rs. Lakhs)

Total Revenue 19.16 0.24

Less: Expenditure 24.25 9.45

Profit / (Loss) before Depreciation and Tax (5.09) (9.21)

Less: Depreciation 0.10 Nil

Less: Tax Expenses Nil Nil

Profit / (Loss) after Depreciation and Tax (5.19) (9.21)

FUTURE PROSPECTS

Your Board of Directors are now looking at prospects where we can revive the Company with a new business plan. A Couple of proposals have been evaluated. It is anticipated that the evaluation process will be completed at the earliest and a good decision shall be taken in the interest of the Shareholders.

DEPOSIT

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act. 1956.

DIVIDEND

In view of the losses incurred by the company, no dividend is recommended for the year under review.

DIRECTORS

Mr.Naveen Lakshmanan and Mr. R Sundararaghavan, Directors retires by rotation and being eligible, offers themselves for re-appointment. Your Board recommends their continuation.

AUDITORS

M/s. P. B. Vijayraghavan & Co., Chartered Accountants, Chennai, have expressed willingness to continue as Statutory Auditors of the Company. They have furnished to the Company a certificate of their eligibility for re-appointment as statutory auditors, pursuant to section 224 (1B) of the Companies Act, 1956. The Board of Directors recommend to the Members to appoint them as Statutory Auditors of the Company for the current year and fix their remuneration.

REPLY TO AUDITORS REMARKS:

With respect to remarks made by the Statutory Auditors in point no.3, for sale / transfer of assets to TTK Healthcare Limited, the management wish to state that as the business was not viable, the assets were sold / transferred to TTK Healthcare Limited in the best interest of the Compnay. With regard to loan to Director, Your Management is taking necessary steps to comply with the provisions of the Act.

With respect to remarks relating to accumalted losses, iYour management is evaluating new business proposals andd confident of wiping of accumulated losses and earn profits in the years to come. Other remarks made by the Statutory Auditors of the Company in their report are self explanatory.

PARTICULARS OF EMPLOYEES

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

LISTING

The Company''s Equity Shares are listed at Bombay Stock Exchange and the necessary listing fees have been paid to the stock exchanges.

DEPOSITORY SYSTEM

Company''s Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

MANAGEMENT DISCUSSION & ANALYSIS:

Since the Company is not having any major activity the question of Discussions & Analysis Report does not arise. As and when the Company resumes activity, a formal Report will be published in the Annual Report

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place, adequate internal control systems and procedures commensurate with the size and nature of our business.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 loss of the Company for that period ;

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT.

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Tamil Nadu, the Company''s Bankers and Business Associates. Your Directors also place on record the whole-hearted support received from the Shareholders.

On behalf of the Board

For INVICTA MEDITEK LIMITED

Place: Chennai.

Date: 30.06.12 -sd-

R.Sundararaghavan

Chairman

 
Subscribe now to get personal finance updates in your inbox!