| 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)
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