Your Directors take pleasure in presenting the Twenty Fifth Annual Report and that ofthe Auditors' together with the audited Balance Sheet as at 31st March 2017 andthe Profit/ Loss Account for the year ended on that date.
1. FINANCIAL PERFORMANCE
|Particulars || ||Rupees In Rs. |
| ||2016-2017 ||2015 2016 |
|Total Income ||- ||- |
|Total Expenses ||905033 ||871874 |
|Profit /(Loss) before Tax ||(905033) ||(871874) |
|Less: Tax Expenses ||- ||- |
|Profit /(Loss) after Depreciation and Tax ||(905033) ||(871874) |
2. DIVIDEND: In view of loss your directors are unable to recommend any dividendfor the year. 3. RESERVES: The Company has not transferred any amount to theGeneral reserve account.
4. SHARE CAPITAL:
The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares. The Authorised Capital and the Paid-Up Capital remained the same as previousyear
The Audit Committee and the Board of Directors in their respective meetings recommendedthe appointment of M/s. Chandran & Raman Chartered Accountants (FRN:00571S) as statutory auditors of the Company for a period of 5 years from the conclusionof this AGM until the conclusion of 30th Annual General Meeting in place ofexisting Statutory Auditors M/s. P.B.Vijayaraghavan & Co. Chartered AccountantsChennai in compliance with the mandatory rotation of Auditors as per Companies Act 2013.M/s. Chandran & Raman. have given their consent for appointment and alsoconfirmed that their appointment would be within the prescribed limits under Section 141of the Companies Act 2013. The necessary resolution is being placed before theshareholders for approval.
6. COMMENTS ON AUDITORS' REPORT:
Reply to the qualifications made in Auditor's report:
|Qualification ||Reply |
|The Company's Short term loans and advances includes an amount of Rs.7047151 (amount sanctioned during the year Rs.Nil) being outstanding of loans given to one of the Director without obtaining the prior approval of Central Government as per Section 185 of the Companies Act 2013. ||Your Management is taking necessary steps to comply with the provisions of the Act. |
|An amount of Rs.56618 pending preferential allotment is required to be transferred to the Investor Education and Protection Fund by the Company. ||The management is taking necessary steps to transfer the required amount to the Investor Education and Protection Fund |
7. 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 hasappointed Shri. Balu Sridhar Partner of A.K.JAIN & ASSOCIATES Practicing CompanySecretary as secretarial auditor to conduct the Secretarial Audit of the Company for thefinancial year ended March 31 2017. The Secretarial Audit Report attached with thisreport 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. In absence of Company Secretary the Company has not complied with Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 viz. appointment of Company Secretary as Compliance officer. ||The Company is in the process of identifying suitable candidate for the designation of Company Secretary and Chief Financial Officer and is taking necessary steps for the same. The Company is in the process of identifying suitable candidate for the designation of Company Secretary and is taking necessary steps for the same. |
|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 31.03.2017 is Rs. 7047151/-. ||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. ||The Board noted the same and accordingly will take necessary steps to comply with the provisions of the Act. |
|The Company has not appointed Internal Auditor which is not in compliance with Section 138 of the Companies Act 2013. ||The Board is taking necessary steps to appoint the Internal Auditor. |
|The Company has not paid listing fees to the stock exchange for the financial years 2015-2016 and 2016-2017 The Company has not transferred Rs.56618/- pending preferential allotment to the Investor Education And Protection Fund. ||The Company is taking necessary steps to pay the listing fees. The management is taking necessary steps to transfer the required amount to the Investor Education and Protection Fund |
The Company has not accepted any deposits during the period under review as envisagedunder Section 73 74 & 76 of the Companies Act 2013
9. CORPORATE GOVERNANCE:
Regulation (15) of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 does not apply to our Company as our company's Equity capital and Net worth is belowthe Threshold limit prescribed under the said regulation and hence the report on CorporateGovernance is not provided.
10. LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not provided loans and guarantees and nor made investments pursuant toSection 186 of the Companies Act 2013 during the year ended review.
11. RELATED PARTY TRANSACTIONS:
All transaction with Related Parties entered during the financial year were in theordinary course of business and on an arm's length basis. The particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Companies Act2013 in Form AOC -2 is appended as Annexure "B".
12. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of the Company comprises of Five Directors out of which two are IndependentDirectors one Managing Director and two Non-executive Directors. As per Section 149 ofthe Companies Act 2013 the Company needs to have atleast two Independent Directors andOne Woman Director.
Mrs. Swapna Sundararaghavan (DIN: 01925157) Director retires by rotation and beingeligible offers herself for re-appointment.
The Company had appointed Mr. Rajamani Ragavachari Sundararaghavan (DIN: 01197824) asManaging Director of the Company in the Board meeting held on 26.11.2012 for the period ofFive years with effect from 26.11.2012. Pursuant to Section 196 of Companies Act 2013 heholds the office upto 25.11.2017. The Board recommends his continuation as ManagingDirector.
According to section 203 of the Companies Act 2013 Mr. Rajamani RagavachariSundararaghavan being a Managing Director is a key Managerial Personnel of the Company.
13. BOARD MEETINGS:
Six Board Meetings were held during the year under review on 30.05.2016 13.08.201626.08.2016 06.09.2016 14.11.2016 and 14.02.2017 and the gap between two Board meetingswere not more than 120 days.
|Name of the Director ||No. of Board Meetings Attended ||No. of Directorship & Committee Membership in other Public Companies |
| || ||Directorship ||Committee Membership |
|Mr.R.Sundararaghavan ||6 ||Nil ||Nil |
|Mr .Sathish Kumar ||0 ||Nil ||Nil |
|Mr. Naveen Lakshmanan ||6 ||Nil ||Nil |
|Mr. Sekar ||6 ||Nil ||Nil |
|Somasundaram || || || |
|Mrs.Swapna ||6 ||Nil ||Nil |
|Sundararaghavan || || || |
14. COMMITTEES OF THE BOARD:
a) Audit Committee
Pursuant to provisions of Section 177 of the Companies Act 2013 the terms ofreference of Audit Committee of the Board was revised in accordance with terms ofreference prescribed therein.
During the financial year ended 31st March 2017 four Audit Committee Meetings wereheld on 30.05.2016 13.08.2016 14.11.2016 and 14.02.2017. Detailed disclosure oncompositions and the details of meetings attended by the Members are as follows:
|Name of the Person ||Category ||No. of Meetings |
| || ||Held ||Attended |
|Mr Naveen Lakshmanan. ||Chairman ||4 ||4 |
|Mr. R Sundararaghavan ||Member ||4 ||4 |
|Mr. Sekar Somasundaram ||Member ||4 ||4 |
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been empowered and authorized to exercisepowers as entrusted under the provisions of Section 178 of the Companies Act 2013. Incompliance with Section 178 of the Companies Act 2013 the Board has framed a policy forselection and appointment of Directors Senior Management and their remuneration andincluding criteria for determining qualifications positive attributes independence ofDirectors and other matters.
The Nomination and Remuneration Committee Comprises of the following Directors as onMarch 31 2017:
|Name of the Person ||Category |
|Mr.Sekar Somasundaram ||Chairperson |
|Mr Naveen Lakshmanan ||Member |
|Ms.Swapna Sundararaghavan ||Member |
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 / IndependentDirectors based on certain laid down criteria;
Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;
Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and Senior Management Employees and theirremuneration;
Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of Directors and Senior Management the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.
The Committee during the year under review met on 06.09.2016. All the members werepresent in the said meeting.
c) Stake Holders Relationship Committee:
The Committee is to look after transfer of shares and the investor's complaints ifany and to redress the same expeditiously. The following are the Compositions of themembers of Committee:
|Name of Directors ||Status |
|Mr. R Sundararaghavan ||Chairman |
|Mr. Naveen Lakshmanan ||Member |
|Mr. Sekar Somasundaram ||Member |
There was no Stakeholders relationship committee meeting held during the year. NoComplaints of any material nature were received during the year under review.
15. EXTRACTS OF THE ANNUAL RETURN:
Extracts of Annual Return of the Company in prescribed Form MGT 9 for the FinancialYear Ended 31st March 2017 is attached to the report by way of Annexure C.
16. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not received any significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperation in future.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments were made affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.
18. PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration of Rs. 850000/- or above per month and Rs.10200000/- or above per year. Hence details of the employees of the Company asrequired pursuant to 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not furnished.
The Company has not paid any remuneration to the Managing Director under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Hence reporting under this provisiondoes not arises.
The Company is paying remuneration to the following employee and the details of termsof remuneration drawn and his details pursuant to Rules 5(2) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014] is provided hereunder
|Name ||Mr. Karthikeyan |
|Designation ||Manager Accounts |
|Remuneration ||Rs.273600/- PA |
|Nature of employment whether contractual or otherwise ||Permanent Employee |
|Date of commencement of employment ||15.04.1995 |
|Age of employee ||52 |
|The percentage of Equity Shares held by the employee in the company ||1000 |
|Whether any such employee is a relative of any No director or manager of the company and if so name of such director or manager: || |
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure D.
20. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:
As required under Section 149(7) all the Independent Directors of the Company havesubmitted their annual declaration stating that they meet the criteria of independence asstated Section 149(6) of the Companies Act 2013.
21. LISTING WITH STOCK EXCHANGE
The Company's equity shares are listed in Bombay Stock Exchange. The Company has notpaid the Listing Fees for the Financial years 2015-2016 and 2016-2017.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility are not applicable to the Company.
23. VIGIL MECHANISM:
In Compliance of Section 177 of Companies Act 2013 the Company has set up a WhistleBlower policy. In terms of the said policy the Directors and employees are given directaccess to the Chairman of the Audit Committee to report genuine concerns or grievances.Adequate safeguards are in place against victimization of employees who availed themechanism.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROBHITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the year under review no complaints have been received.
25. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Audit Committee has also revisited the Risk Management Policy and has takensteps to strengthen the Risk Management process in keeping with the changes in theexternal environment and business needs.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. In addition to the Internal ControlSystems the Board has laid emphasis on adequate Internal Financial Controls to ensurethat the financial affairs of the Company are carried out with due diligence.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge belief and according to the information andexplanations obtained by them the Directors pursuant to Section 134 of the Companies Act2013 hereby state that:
1) in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made for the same. 2) the directors hadselected appropriate accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at 31st March 2017 and of the Loss of the Company forthe year ended 31st March 2017 3) the directors had taken proper and sufficientcare for maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities 4) the annual accounts have been prepared the annual accounts ona going concern basis 5) the directors had laid down proper and sufficient internalfinancial controls and policies and procedures of such internal financial controls areadequate and operating effectively. 6) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
27. ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: a) Attendance of Board Meetings and Board Committee Meetings; b)Quality of contribution to Board deliberations; c) Strategic perspectives or inputsregarding future growth of Company and its performance; d) Providing perspectives andfeedback going beyond information provided by the management; e) Commitment to shareholderand other stakeholder interests.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
28. INVESTOR EDUCATION AND PROTECTION FUND:
An amount of Rs.56618/- pending preferential allotment is required to be transferredto the Investor Education And Protection Fund
Your Directors take this opportunity to express their thanks to the ShareholdersCustomers Suppliers Banks and Government for their valuable assistance and support.
Your Directors wish to place on record their appreciation of the sincere efforts put inby the employees of the Company at all levels.
|Place: Chennai ||For and on behalf of the Board of Directors || |
|Date: 29.08.2017 ||INVICTA MEDITEK LIMITED || |
| ||-sd- ||-sd |
| ||R.Sundararaghavan ||Swapna Sundararaghavan |
| ||Managing Director ||Director |
| ||(DIN:01197824) ||(DIN:01925157) |