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Fischer Medical Ventures Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your Directors have pleasure in presenting the 32nd Annual Report containing the Audited Financial Statements
of the Company for the Financial Year ended 31st March, 2025.
1. FINANCIAL RESULTS:
The financial performance of your company is stated hereunder:
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from Operations |
521.97 |
1,152.83 |
11,069.87 |
2,098.13 |
|
Profit before exceptional item, interest, |
121.97 |
55.52 |
483.57 |
236.09 |
|
Less : Interest, Depreciation and |
25.89 |
1.66 |
212.64 |
24.97 |
|
Profit before tax |
96.08 |
53.86 |
222.27 |
211.12 |
|
Less : Provision for Taxation |
||||
|
Current Tax and Deferred Tax Liability / |
(29.76) |
(13.59) |
(101.48) |
(27.33) |
|
Profit after tax |
66.32 |
40.28 |
120.79 |
183.79 |
|
Other Comprehensive Income (net of Tax) |
0.00 |
0.00 |
(0.78) |
0.00 |
|
Total Comprehensive Income for the year |
66.32 |
40.28 |
120.01 |
183.79 |
2. CORPORATE RESTRUCTURING:
There were no major corporate restructuring activities
undertaken during the financial year 2024-25.
3. NATURE OF BUSINESS:
Fischer Medical Ventures Ltd. (FMVL) operates
in the medical devices sector with a focus on
radiology equipment and preventive healthcare
solutions. It is the first Indian company to
indigenously manufacture advanced MRI systems
at its facility in the Andhra Pradesh MedTech Zone,
Visakhapatnam. FMVL''s core segments include
high-end MRI manufacturing and preventive health
solutions delivered through innovative equipment
and digital platforms. Its offerings comprise health
kiosks covering 60 parameters, along with
specialized tools for eye, oral, mental, women''s,
and cardio-respiratory health-enhancing early
detection and enabling accessible, affordable
healthcare.
4. INDUSTRY SCENARIO:
In 2024, the global MRI systems market continues
its strong growth trajectory, driven by the rising
prevalence of chronic diseases, an aging population,
and ongoing technological advancements. Valued
at over USD 7.5 billion, the segment is expanding
as MRI finds broader clinical applications
worldwide. In India, demand is accelerating on
the back of government initiatives to modernize
healthcare, investments in infrastructure, and the
need for patient-friendly diagnostic solutions.
Alongside imaging, the preventive healthcare
sector is also experiencing rapid adoption,
fueled by growing awareness, corporate
wellness programs, and the integration of
digital health platforms. Health kiosks, point-
of-care diagnostics, and affordable screening
tools are increasingly enabling early detection
and proactive management of health risks.
With its dual focus on advanced MRI manufacturing
and preventive healthcare solutions, FMVL is
well positioned to capitalize on these industry
dynamics by delivering accessible, affordable, and
innovative healthcare technologies across India.
5. FINANACIAL PERFORMANCE:
Standalone Financials
During the Financial Year under review your
Company has recorded a Total Revenue ol
Rs.521.97 Lakhs (Previous Year Rs. 1152.83 Lakhs).
The Profit before Finance Cost, tax and Depreciation
is Rs. 121.97 Lakhs. Profit before Tax is Rs.96.08
Lakhs. After Tax, the Profit is Rs. 66.32 Lakhs.
Consolidated Financials
For the Financial year ended 31.03.2025, your
Company has Consolidated financials with
its Wholly owned Subsidiary - Time Medical
International Ventures (India) Private Limited and
FlynnCare Health Innovations Private Limited and
other Subsidiaries in India- Wondertech Medical
Solutions Private Limited and Nanyang Biologics
(India) Private Limited and Foreign subsidiaries- FMV
International Ventures PTE Ltd, FMV HealthCare
PTE Ltd and Fischer Hospitality Sdn. Bhd.
Your Company''s consolidated total revenue for the
Financial Year under review stood at Rs. 11,069.87
Lakhs as against Rs. 2,098.13 lakhs in the previous
financial year.
i. SUBSIDIARY COMPANIES
The Company has two Wholly-Owned Indian
Subsidiaries, namely Time Medical International
Ventures (India) Private Limited and Flynncare
Health Innovations Private Limited. Both of these
entities are unlisted and qualify as Material
Subsidiaries in accordance with Regulation
16(1)(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
In addition to the above, the Company has
incorporated two new Indian entities during the year:
⢠Wondertech Medical Solutions Private Limited,
incorporated on 13th November 2024, and
⢠Nanyang Biologics (India) Private Limited,
incorporated on 14th February 2025.
⢠The Company holds a 51% equity stake
in each of these companies, thereby
establishing them as Subsidiaries.
Further, the Company has expanded its
international presence with the incorporation
of the following wholly-owned subsidiaries in
Singapore both incorporated on 26th August 2024.
⢠FMV International Ventures PTE Ltd, and
⢠FMV HealthCare PTE Ltd.
Additionally, the Company holds a 60% stake
in Fischer Hospitality Sdn. Bhd, Malaysia,
making it a subsidiary of the Company.
As on 31st March 2025, the Company does
not have any Associate Company within the
meaning of applicable provisions under the
Companies Act, 2013 and SEBI Listing Regulations.
A Statement containing Salient Features of
the Financial Statements of the Subsidiary
Companies in Form - AOC - 1 is annexed hereto as
âANNEXURE - Iâ.
Business Review and Financial Performance of
the Subsidiaries:
Time Medical International Ventures (India)
Private Limited (TMIV)
Time Medical International Ventures (India) Pvt Ltd
is an innovator in the medical diagnostic imaging
industry aiming to bring advanced, accessible,
and affordable imaging to all populations. With
paradigm- shifting technologies, TMIV developed
advanced medical imaging systems and cost-
effective service solutions to meet emerging global
healthcare needs.
TMIV manufacturing plant in Andhra Pradesh
MedTech Zone (AMTZ) Vishakhapatnam, focuses
on developing advance MRI systems for India.
This company is first Indian Company to receive
CDSCO license.
With the Indian government placing healthcare
as the priority and India being the fastest growing
market for medical device industry in Asia-Pacific,
Time Medical is now poised to be the company
of choice for the needs of the world''s highest
population & the 3rd largest market in medical
imaging.
TMIV Wholly owned subsidiary of the Company,
recorded revenue of INR 8,120.45 Lakhs in 2024¬
25 against INR 2,162.34 Lakhs, in the previous
year. Profit/(Loss) before tax was INR 116.60 Lakhs
(Previous year: INR (106.11) Lakhs.)
Flynncare Health Innovations Private
Limited(FlynnCare)
Flynncare Health Innovations Private Limited was
incorporated on 29th July 2024 as wholly owned
subsidiary of Fischer Medical Ventures Limited. The
Company leverages digital health technologies
to deliver equitable and end-to-end healthcare
solutions. Through its Digital Hospital platform,
Community Care solutions, and integrated
screening and diagnostics. Its human-centered
design, customized workflows, and data-driven
insights enhance connectivity between patients
and providers, improving healthcare access,
experience, and outcomes across communities.
FlynnCare recorded revenue of INR 2742.46 Lakhs
in 2024- 25, Profit/(Loss) before tax was INR 171.72
Lakhs
WonderTech Medical Solutions Private Limited
Wondertech Medical Solutions Pvt. Ltd.,
incorporated on 13th November 2024 develops
AI and ML-based platforms for diagnosing mental
health conditions. Its solutions include predictive
analytics, empowering healthcare professionals
and individuals with early detection, monitoring,
and targeted interventions to improve mental well¬
being and accessibility to mental health care.
The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.
Nanyang Biologics (India) Private Limited
Nanyang Biologics (India) Pvt. Ltd., incorporated
on 14th February 2025 is engaged in the
manufacturing, marketing, and distribution of
nutraceuticals, dietary supplements, functional
foods, and herbal products that support human
health and wellness. The company also focuses
on research and innovation, developing advanced
formulations and ingredients aimed at disease
prevention and holistic well-being.
The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.
Fischer Hospitality Sdn. Bhd
Fischer Hospitality Sdn. Bhd. is a Malaysian private
Limited company incorporated in September
2024 and based in Melaka. It operates as an
investment holding entity, focusing on managing
and overseeing investments in the healthcare
and medical technology sectors. The company
aims to support Fischer Medical Ventures Limited
in expanding its footprint in Southeast Asia by
facilitating collaborations, strategic partnerships,
and growth opportunities in healthcare services
and medtech innovation.
The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.
FMV Healthcare Pte. Ltd.
FMV Healthcare Pte. Ltd. is a Singapore-based
private limited company incorporated on August
26, 2024. It operates within the medical technology
sector, focusing on medical research and clinical
diagnostic instruments and supplies, including
reagents. Additionally, the company is involved in
the wholesale of medical, professional, scientific,
and precision equipment. The incorporation of FMV
Healthcare Pte. Ltd. aligns with FMVL''s strategic
expansion into the Southeast Asian medical
technology market. The company''s activities are
in line with Singapore''s growing emphasis on
biomedical sciences and healthcare innovation.
By establishing a presence in Singapore, FMV
Healthcare Pte. Ltd. aims to leverage the country''s
robust infrastructure and regulatory environment to
advance its objectives in the medical technology
sector.
FMV International Ventures Pte. Ltd.
FMV International Ventures Pte. Ltd. is a Singapore-
based private limited company incorporated on
August 26, 2024. It is a wholly owned subsidiary
of Fischer Medical Ventures Limited, established to
drive the Group''s strategic expansion in Southeast
Asia. The company is engaged in wholesale trade
and distribution, with a focus on medical, scientific,
and precision equipment.
Through this entity, Fischer Medical Ventures
aims to strengthen its regional presence, build
international partnerships, and enhance access
to advanced healthcare technologies across key
Southeast Asian markets.
The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.
7. DIVIDEND:
Taking into consideration the financial position of
the Company and its long-term growth objectives,
the Board declared a dividend of 0.5% of the
face value per equity share for the financial year
2024-25.
The Board which met on 28th July 2025 has
approved the split of shares from One share of face
value Rs. 10 to Ten equity shares of face value Re.
1 each. The record date for the same is fixed date
on 12th September 2025. Accordingly, the dividend
will be paid at 0.5% on the revised face value of the
equity shares.
No dividend was declared in the previous financial
year. The current year''s dividend reflects the
Company''s cautious yet positive outlook, while also
acknowledging shareholder support.
8. NON-CONVERTIBLE DEBENTURES
There are no Non-Convertible Debentures
outstanding as on 31st March 2025.
9. DEPOSITS
The Company has not accepted any deposits
under Chapter V of the Companies Act, 2013 and
as such no amount of principal and interest were
outstanding as on 31st March 2025.
10. CASH FLOW STATEMENT
In compliance with the provisions of Section 134
of Companies Act, 2013 and Regulation 34(2)
(c) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Cash flow
statement for the financial year ended 31st March,
2025 forms part of this Annual Report.
11. SHARE CAPITAL AND RESERVES:
The Paid up Equity Share Capital of the Company
as on 31st March 2025 was Rs. 6,380.1547 Lakhs
consisting of Rs. 638.01547 Lakhs Equity shares of
Face value Rs.10/- each fully paid up. During the
financial year 2024-25, your Company has issued
and allotted 1,03,01,547 Shares of the Face Value
Rs.10/ on preferential basis.
The total Reserves and Surplus stood at Rs.
24,166.26 Lakhs as on 31/03/2025 as against Rs.
2,530.79 Lakhs as on 31/03/2024.
12. FINANCE:
Cash and Cash Equivalents as at 31st March 2025
were INR 28.71 Lakhs. In addition, Company has
investments in Fixed Deposits for INR 1,890.13 Lakhs
and Investment in Subsidiaries is INR 29,053.31
Lakhs. The Company continues to focus on
judicious management of its working capital. The
Company has taken many steps during the year
to improve the working capital turns. The working
capital parameters were kept under strict check
through continuous monitoring.
13. DISCLOSURE W.R.T. MATERIAL CHANGES AND
COMMITMENTS:
Except as disclosed elsewhere in this report, no
material changes and commitments which could
affect the Company''s financial position, have
occurred between the end of the financial year of
the Company and date of this report.
14. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to
financial statements as designed and implemented
by the Company are adequate. During the year
under review, no material or serious observation
has been received from the Statutory Auditors
and the Internal Auditors of the Company on the
inefficiency or inadequacy of such controls.
15. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate
with the nature of the Company''s business, size
and complexity of its operations are in place and
have been operating satisfactorily. Internal control
systems comprising of policies and procedures are
designed to ensure reliability of financial reporting,
timely feedback on achievement of operational
and strategic goals, compliance with policies,
procedure, applicable laws and regulations.
Internal control systems are designed to ensure
that all assets and resources are acquired
economically, used efficiently and adequately
protected.
16. DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been
passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and
the Company''s operations in future. There are
no proceedings initiated/pending against the
Company under the Insolvency and Bankruptcy
Code, 2016.
17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
As per Section 186 of the Companies Act, 2013,
details of the Loans, guarantees and investments
made during the FY 2024-25 are given below:
The aforesaid loans and investments are in
compliance with Section 186 of the Companies Act,
2013 and used for the business activities by the
respective company.
Further details form part of the Notes to the financial
statements provided in this Annual Report.
|
Name of the Company |
Nature of |
Rs (In Lakhs) |
|
Time Medical |
Inter Corporate |
142.94 |
|
Time Medical |
Invetsments |
26,098.22 |
|
FlynnCare Health |
Investments |
2,952.77 |
|
Wondertech Medical |
Investments |
0.51 |
|
Nanyang Biologics (I) |
Investments |
0.51 |
|
Fischer Hospitality Sdn |
Investments |
0.01 |
|
FMV HealthCare Pte |
Investments |
0.64 |
|
FMV International |
Investments |
0.64 |
18. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
All the transactions/ contracts/ arrangements of the
nature as specified in Section 188(1) of the Companies
Act, 2013 entered by the Company during the year
under review with related party(ies) are in ordinary
course of business and on arm''s length.
Kindly refer the financial statements for the
transactions with related parties entered during the
year under review.
19. DISCLOSURE RELATING TO EQUITY SHARES
WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with
differential rights during the year under review and
hence no information as per provisions of Rule 4(4)
of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
20. DISCLOSURE RELATING TO SWEAT EQUITY
SHARES
The Company has not issued any sweat
equity shares during the year under review
and hence no information as per provisions
of Rule 8(13) of the Companies (Share Capital
and Debenture) Rules, 2014 is furnished.
21. DISCLOSURE RELATING TO EMPLOYEE STOCK
OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME
During the year under review there were no
instances of grant, vest, exercise, or lapse/
cancellation of employee stock option scheme
under the Employee Stock Option Scheme of the
Company. Also, as at the beginning of the year,
there were no outstanding options granted. Hence,
no disclosure in terms of Companies (Share Capital
and Debenture) Rules, 2014 and SEBI (Employee
Share Based Employee Benefits) Regulations 2014
are required.
22. DISCLOSURE IN RESPECT OF VOTING RIGHTS
NOT DIRECTLY EXERCISED BY EMPLOYEES
There are no shares held by trustees for the benefit
of employees and hence no disclosure under
Rule 16(4) of the Companies (Share Capital and
Debentures) Rules, 2014 has been furnished.
23. CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
1. Retirement by Rotation and Re-appointments
Pursuant to Section 152(6)(c) of Companies
Act, 2013, Mr. Ravindran Govindan, Managing
Director of the Company who retires by rotation
and being eligible for reappointment, offers
himself for re-appointment as a Director of
the Company and the same is being placed
before the 32nd Annual General Meeting for
approval of shareholders of the Company.
2. Change In Key Managerial Personnel
During the financial year 2024-2025, Mr.
Deepak Vyas, stepped down as Company
Secretary with effect from 13th August 2024
and Mr. AravindKumar V was appointed as the
Company Secretary from 14th August 2024.
Also, Mr. Dilip Suryakhant Jha stepped
down as Chief Financial Officer on
12th November 2024 and Mr. Vivek
Balasubramanian was appointed as Chief
Financial Officer on 13th November 2024.
3. Change In Independent Directors
During the financial year 2024-2025, Mr.
Dilip Suryakhant Jha stepped down on
4th May 2024 and Mr. Khairy Jamaluddin
Abu Bakar was appointed as the
Independent Director on 4th May 2024.
Mr. Roberto M. Pagdanganan and Dr. Jacob
Thomas were appointed on 5th July 2024.
Further, Independent Directors, Mr. Krishna
Kumar Om Prakash Dubey stepped down on
13th August 2024 and Ms. Jeena Dineshchandra
Suthar stepped down on 25th March 2025.
There was no material reason in the
resignation of the Independent Directors
Ms. Jaya Ankur Singhania was appointed as
Independent Director on 26th March 2025.
24. DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of
Section 149 of the Companies Act, 2013, the
Company has received individual declarations from
all the Independent Directors confirming that they
fulfill the criteria of independence as specified in
Section 149(6) of the Companies Act, 2013.
25. DISCLOSURE RELATED TO BOARD, COMMITTEES
AND POLICIES
Board Meeting
The Board of Directors met 8 (Eight) times during
the financial year ended 31st March, 2025 i.e., 4th
May 2024, 30th May 2024, 14th August 2024, 13th
November 2024, 3rd January 2025, 14th February
2025, 18th February 2025 & 26th March 2025.
The gap between the Board meetings was
within the maximum period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and as amended and notified from time to time.
Detailed statement of attendance of directors
at the Board Meetings and other meeting of all
Committees held during the financial year ended
31st March, 2025 are given in the Corporate
Governance report which is forming part of this
Annual Report.
26. PASSING OF RESOLUTION BY CIRCULATION:
During the financial year, the following resolutions
passed by the Board of Directors, through
circulation:
⢠Noting the order of Regional Director on the
change in the Registered Office of the Company
from State of Maharashtra to the State of
Andhra Pradesh dated 4th December 2024
⢠Approval for shifting of Corporate office dated
4th December 2024
⢠Reconstitution of Audit Committee dated 11th
February 2024
27. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is
in existence in accordance with the provisions of
sub-section (1) of Section 178 of the Companies
Act, 2013. Kindly refer section on Corporate
Governance, for matters relating to constitution,
meetings, functions of the Committee; and the
remuneration policy formulated by this Committee.
28. AUDIT COMMITTEE:
Pursuant to Section 177 (8) of Companies Act
2013, the Company has constituted an Audit
Committee. The particulars of composition of the
Audit Committee, meetings held during the year
and other particulars have been detailed in the
Corporate Governance Report forming part of this
Annual Report.
29. DETAILS OF RECOMMENDATIONS OF AUDIT
COMMITTEE WHICH WERE NOT ACCEPTED BY
THE BOARDALONG WITH REASONS:
The Audit Committee generally makes certain
recommendations to the Board of Directors of the
Company during their meetings held to consider
any financial results (Unaudited and Audited)
and such other matters placed before the Audit
Committee as per the provisions of Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to
time. During the year the Board of Directors has
considered all the recommendations made by the
Audit Committee and has accepted and carried
on the recommendations suggested by the
Committee to its satisfaction. Hence, there are no
recommendations which were unaccepted by the
Board of Directors of the Company during the year
under review.
30. OTHER BOARD COMMITTEES
For details of other board committees, kindly refer
the section on Corporate Governance.
31. VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES
In compliance with the provisions of Section 177(9)
of the Companies Act, 2013, the Board of Directors
of the Company has framed the âWhistle Blower
Policyâ as the vigil mechanism for Directors and
employees of the Company.
In compliance with the provisions of Section 177(9)
of the Companies Act, 2013, the Board of Directors
of the Company has framed the âWhistle Blower
Policyâ as the vigil mechanism for Directors and
employees of the Company. The Whistle Blower
Policy is disclosed on the website of Company.
32. FRAUD REPORTING
During the year under review, no instances of fraud
were reported by the Auditors of the Company.
33. RISK MANAGEMENT POLICY
The Board of Directors of the Company has
put in place a Risk Management Policy which
aims at enhancing shareholders'' value and
providing an optimum risk-reward tradeoff.
The risk management approach is based on
a clear understanding of the variety of risks
that the organization faces, disciplined risk
monitoring and measurement and continuous
risk assessment and mitigation measures.
34. ANNUAL EVALUATION OF DIRECTORS,
COMMITTEE AND BOARD
The Nomination and Remuneration Committee
of the Board has formulated a Performance
Evaluation Framework, under which the Committee
has identified criteria upon which every Director,
every Committee, and the Board as a whole shall
be evaluated.
During the year under review the said evaluation
had been carried out.
35. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134
(5) of the Companies Act, 2013, the Directors of your
Company state as follows:
a. that in the preparation of the Annual Accounts,
the applicable Accounting Standards have
been followed and that there were no material
departures there-from;
b. that the Directors had selected such 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 at the end of the financial year, 31st
March 2025 and of the Profit of the Company
for that period;
c. that the Directors had taken proper and
sufficient care 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 Directors had prepared the Annual
Accounts on a going concern basis;
e. that the Directors had laid down internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively;
f. that 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.
i. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The information pursuant to section 134(3) (m) of
the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are as follows:
a. Conservation of energy: Not Applicable.
b. Technology absorption: Not Applicable.
c. Earnings: 160.96 Lakhs
Outgo: Nil
''. DISCLOSURE ON REMUNERATION OF
DIRECTORS AND EMPLOYEES:
Disclosure with respect to the remuneration of
Directors and Employees as required under
Section 197 of the Companies Act and Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 has been
provided in âANNEXURE IIâ attached herewith and
forms part of this Report.
38. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
A comprehensive discussion and analysis of
the outlook of Industry and the financial and
operational performance of the Company is
contained in the Management Discussion and
Analysis Report, annexed hereto as
âANNEXURE - IIIâ.
39. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING:
In compliance with the Regulation 34(2)(f) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI
circulars issued from time to time, the Business
Responsibility and Sustainability Reporting for the
financial year ended March 31, 2025 has been
separately furnished in the Annual Report and forms
a part of the Annual Report, annexed hereto as
âANNEXURE - IVâ.
40. CORPORATE GOVERNANCE REPORT:
The Company is committed to maintaining high
standards of corporate governance. Pursuant
to Regulation 34 (3) read with Schedule V
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on
Corporate Governance along with the Compliance
Certificate confirming the compliance of conditions
of Corporate Governance given by the Statutory
Auditor of the Company is annexed hereto as
âANNEXURE - Vâ.
41. PAYMENT OF REMUNERATION/COMMISSION
TO EXECUTIVE DIRECTORS FROM HOLDING OR
SUBSIDIARY COMPANIES
Neither of the Managing Director, nor the Whole
Time Director of the Company are in receipt of
remuneration/ commission from any subsidiary and
holding company of the Company.
42. STATUTORY AUDITOR:
M/s. Bilimoria Mehta & Co. Chartered Accountants,
Mumbai (FRN: 101490W) is the Statutory Auditor of
the Company for the Financial Year under review
and holds office up to the conclusion of 32nd
Annual General Meeting of the Company.
The Statutory Auditor was originally appointed at
the 27th Annual General Meeting of the Company
held on 22nd December 2020 for a period of five
years from the conclusion of 27th Annual General
Meeting upto the conclusion of 32nd Annual
General Meeting and hereby are reappointed for
the period of Five years from the conclusion of 32nd
Annual General Meeting till the conclusion of 37th
Annual General Meeting subject to ratification by
Members at Annual General Meeting.
The Report of the Statutory Auditor on the Financial
Statements of the Company is annexed to this
Annual Report. There are no qualifications or
reservations or observations or adverse remarks
or disclaimers in the said Statutory Auditor''s Report.
43. COST AUDIT:
The provision of the Companies (Cost Records and
Audit) Rules, 2014 is not applicable to the Company.
Maintenance of cost records as prescribed under
the provisions of Section 148(1) of the Companies
Act, 2013 was not applicable for the business
activities carried out by the Company for the FY
2024-25. Accordingly, such accounts and records
are not made and maintained by the Company for
the said period.
44. INTERNAL AUDIT:
Pursuant to Section 138 (1) of the Companies
Act, 2013, the Company had appointed M/s S.
Ramanand Aiyer & Co., Chartered Accountants
(FRN: 000990N) as Internal Auditor of the Company
to conduct internal audit for the Financial Year
2024 - 2025. The Internal Auditor has submitted
his reports to the Audit Committee and Board of
Directors of the Company, periodically.
45. SECRETARIAL AUDIT:
The Board of Directors of the Company, appointed
Ms. Nuren Lodaya & Associates, Practising
Company Secretaries as the Secretarial Auditor
for the period under review and for the period of
five years commencing FY 2025-26 subject to
the approval of the Members at Annual General
Meeting.
In pursuance of Section 204 of the Companies Act,
2013, the Secretarial Audit Report of the Company,
is annexed hereto as âANNEXURE -VIâ.
The Secretarial Audit Report for the Financial Year
2024 - 25 does not contain any adverse remark,
qualification or reservation or disclaimer which
requires any explanation / comments by the Board.
The Secretarial Audit Report is forming part of this
Annual Report.
46. SECRETARIAL STANDARDS:
Pursuant to Section 118 (10) of the Companies Act,
2013, the Company observes Secretarial Standards
with respect to General and Board Meetings,
prescribed by the Institute of Company Secretaries
of India.
47. ACCOUNTING STANDARDS:
The Company adheres to the Accounting Standards
as applicable to it and there are no deviations, in
this respect.
48. RESEARCH AND DEVELOPMENT:
During the year under review, the focus of the
R&D department was on increasing range and
new product development in the MRI machine and
towards Preventive HealthCare. Procurement cost
optimization efforts continued in the year under
review and will be accelerated in the coming year.
49. CERTIFICATIONS:
As part of accreditations and recognition in MRI
space, your Company''s wholly owned subsidiary
Time Medical International Ventures (India) Private
Limited has been accredited with ISO 9001:2015
with Certificate No. 09112956A and IS0 13485: 2016
with Certificate No.IN56693H in respect of Design,
Development, Manufacturing, Supply, Installation
& Servicing of MRI Scanning Machines.
During the year under review, Time Medical
International Ventures (India) Limited, India''s first
indigenous MRI manufacturer has become the
first MRI company in India to receive the CDSCO
license for manufacturing and distribution of MRI
systems. This achievement supports the Make in
India initiative for models like EMMA, PICA, MICA,
and QUIN.
50. OTHER DISCLOSURES
Other disclosure as per provisions of Section 134
of the Companies Act, 2013 read with Companies
(Accounts) Rules,2014 are furnished as under:
Annual Return
Pursuant to the provisions of Section 134(3)(a) of
the Companies Act, 2013, the Annual Return for the
financial year ended March 31, 2025 is available
on the website of the Company at https://www.
flschermv.com, under the section âInvestors Annual
Returns''.
Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated/ pending against
the Company under the Insolvency and Bankruptcy
Code, 2016.
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 financial year under review, there were
no instances of one-time settlement with any bank
or financial institution.
51. CORPORATE SOCIAL RESPONSIBILITY (CSR):
For the financial year under review, the provisions
of Section 135 of the Companies Act, 2013 are
not applicable to the Company. As a result, the
Company is not required to establish a Corporate
Social Responsibility (CSR) Committee or formulate
a CSR Policy for this period. Nevertheless, in line
with best practices in corporate governance,
the Company remains committed to social
responsibility and value creation in the broader
interest of society. Our Company and its dedicated
employees continue to support various meaningful
causes, striving to enhance the quality of life within
the community. We maintain a strong sense of
social responsibility and actively participate in
community welfare activities.
52. TRANSFERS TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
Pursuant to Section 124 of the Companies Act,
2013 (âthe Actâ) read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (âThe Rulesâ),
all unpaid or unclaimed dividends are required
to be transferred by the Company to the Investor
Education and Protection Fund (IEPF) established
by the Central Government, after completion of
seven consecutive years from the date of transfer
of such amount to unpaid dividend account. Further,
according to the Rules, the shares in respect of
which dividend has not been paid or claimed for
seven consecutive years or more shall also be
transferred to the demat account of IEPF Authority.
During this year, no shares / Dividends amounts
were liable to be transferred to the IEPF authority.
53. SERVICE OF DOCUMENTS THROUGH
ELECTRONIC MEANS
Subject to the applicable provisions of the
Companies Act, 2013, and applicable law, all
documents, including the Notice and Annual Report
shall be sent through electronic transmission in
respect of members whose email IDs are registered
in their demat account or are otherwise provided by
the members. A member shall be entitled to request
for physical copy of any such documents.
54. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy on prevention of
sexual harassment at workplace in line with the
requirement of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. An Internal Complaints Committee (âICCâ)
to redress complaints received regarding sexual
harassment has been constituted in compliance
with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The policy extends to all
employees (permanent, contractual, temporary
and trainees). Employees at all levels are being
sensitized about the Policy and the remedies
available thereunder.
No complaints were received by the ICC during the
year under review and no complaint was pending
as at the end of the year.
55. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity,
and inclusion (DEI), the Company discloses below
the gender composition of its workforce as on the
March 31, 2025.
Male Employees: 3
Female Employees: Nil
Transgender Employees: Nil
This disclosure reinforces the Company''s efforts to
promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.
56. COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961
The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed
thereunder. The Company is committed to ensuring
a safe, inclusive, and supportive workplace for
women employees. All eligible women employees
are provided with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid
maternity leave, nursing breaks, and protection
from dismissal during maternity leave. The
Company also ensures that no discrimination is
made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems
and HR policies are in place to uphold the spirit and
letter of the legislation.
57. COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for
the Board of Directors and Senior Management
personnel of the Company. All the Board of
Directors and Senior Management personnel have
affirmed compliance with the Code of conduct as on
31st March, 2025. The Code of Conduct is available
on the Company''s website.
As required under Regulation 34(3) and Schedule
V (D) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a declaration
from Mr. Ravindran Govindan, Chairman and
Managing Director, to this effect is annexed to the
Report on corporate governance which forms part
of this Annual Report.
58. DIVIDEND DISTRIBUTION POLICY:
The objective of the Dividend Distribution Policy is
to ensure right balance between the quantum of
dividend paid and amount of profits to be retained
in the business for various purposes. Towards
this objective, the following key parameters are
considered for declaration of dividend:
1. Internal Factors (Financial Parameters):
⢠Net Operating Profit after Tax;
⢠Working Capital Requirements;
⢠Capital Expenditure Requirements;
⢠Cash required to meet contingencies;
⢠Outstanding Borrowings; and
⢠Past Dividend Trends.
2. External factors:
⢠Statutory requirements under applicable law
for the time being in force; and
⢠Dividend Payout Ratios of companies in the
same Industry.
59. ACKNOWLEDGEMENT :
Your Directors take this opportunity to thank the
employees, customers, suppliers, bankers, business
partners/ associates, financial institutions and
various regulatory authorities for their consistent
support/ encouragement to the Company.
Your Directors would also like to thank the Members
for reposing their confidence and faith in the
Company and its Management.
// BY ORDER OF THE BOARD//
RAVINDRAN GOVINDAN
Place : Chennai CHAIRMAN & MANAGING DIRECTOR
Date : 14/08/2025 DIN: 03137661
Mar 31, 2024
Your Directors have pleasure in presenting the 31st Annual Report containing the Audited Financial Statements of the Company for the Financial Year ended March 31 2024.
1. FINANCIAL RESULTS:
The financial performance of your company is stated hereunder:
(INR . In Lakhs)
|
Particulars |
Standalone |
Consolidated1 |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from Operations |
1227.87 |
17.95 |
2098.13 |
0.00 |
|
Profit before exceptional item, interest, depreciation and tax |
55.52 |
1.53 |
236.09 |
0.00 |
|
Less : Interest |
1.58 |
1.65 |
6.76 |
0.00 |
|
Profit before exceptional item, depreciation and tax |
53.94 |
(0.12) |
229.33 |
0.00 |
|
Less : Depreciation |
0.07 |
0.00 |
18.21 |
0.00 |
|
Profit / (Loss) before tax and exceptional items |
53.87 |
(0.12) |
211.12 |
0.00 |
|
Add : Exceptional item |
0.00 |
0.00 |
0.00 |
0.00 |
|
Profit before tax |
53.87 |
(0.12) |
211.12 |
0.00 |
|
Less : Provision for Taxation |
0.00 |
|||
|
Current Tax |
(3.00) |
0.00 |
(3.00) |
0.00 |
|
Prior Period Tax |
0.00 |
0.00 |
0.00 |
0.00 |
|
Deferred Tax Liability / (Asset) (net) |
(10.59) |
(3.52) |
(24.33) |
0.00 |
|
Profit after tax |
40.28 |
(3.65) |
183.79 |
0.00 |
2. CORPORATE RESTRUCTURING:
The Company, during the financial year 2023-24, has sought approval of Shareholders for Change of Name and Objects of the Company consequent to entering into a Share Subscription agreement which encompassed a Share Swap Arrangement between your Company, Time Medical International Ventures (India) P Ltd and Time Medical International Ventures PTE Ltd (Singapore).
Pursuant to the Share Subscription Agreement and the successful completion of the open offer made by Time Medical International Ventures Pte Ltd (Acquirer-!), Mr. Shankar Varadharajan (Acquirer-2) and Mr. Ravindran Govindan (Acquirer-3) (hereinafter collectively referred to as "the Acquirers") in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, the Board of Directors induced the Acquirers as the new promoters of the Company.
As a result of the above developments, Your Company had now become a Trader of Magnetic Resonance
Imaging (MRI) machines which are being Manufactured under Make in India Scheme Indigenously made in the Manufacturing facility located at Andhra Pradesh MedTech zone (AMTZ).
3. NATURE OF BUSINESS:
The Company was incorporated primarily to be engaged in the business of manufacturing of Chemicals. Pursuant to the change in Objects of the Company, there has been change in Nature of Business to developing and trading of Medical Equipment including the cutting edge Magnetic Resonance Imaging (MRI) systems in India. The Investor may please note that this may be considered as the material change during the year under review.
4. INDUSTRY SCENARIO:
In 2023, the global MRI systems market, valued at USD 7.37 Billion, has set for significant growth through 2027. This growth is fueled by rising medical conditions, an aging population, and advancements in technology. MRI systems, which use magnetic fields
and radio waves to produce detailed body images, are increasingly adopted for diverse clinical applications, driving demand and market expansion
The MRI market in India is expanding due to rising healthcare demands, technological advancements, and government support. With a growing prevalence of chronic conditions and a focus on patient comfort, MRI systems offer a less claustrophobic alternative to traditional machines. Government initiatives to enhance medical technology and infrastructure are also boosting market growth. The market benefits from increasing investments in research and development and the expansion of healthcare facilities. As a result, MRI systems are becoming more widely available and appealing, contributing to their significant growth in India.
5. OUTLOOK FOR 2024-25
The Indian MRI market is projected to grow at a CAGR of 8.0%, driven by increasing demand for advanced diagnostics and rising chronic disorders. Government initiatives are boosting this growth, with the Department of Biotechnology fostering innovation through BIRAC and the Ministry of Electronics and Information Technology (MeitY) supporting new medical technologies. The expansion of medical device manufacturing clusters and the Production Linked Incentive (PLI) Scheme, with INR 1,206 Crores committed, further enhance domestic production and position India as a global MedTech hub.
6. FINANACIAL PERFORMANCE:
Consolidated Financials
For the Financial year ended 31.03.2024, your Company has Consolidated financials with its Wholly owned Subsidiary - Time Medical International Ventures (India) Private Limited. It is to be noted that during the year under review, applicability of requirement of Consolidation arose only from January 25 2024.
Your Companyâs consolidated total revenue stood at INR.2098.13 Lakhs as on 31.03.2024 and for the period of Consolidation the revenue is INR.2079.32 Lakhs.
Standalone Financials
During the Financial Year under review your Company has recorded a Total Revenue of INR.1152.83 Lakhs (Previous Year INR. 17.95 Lakhs). The Profit before Finance Cost and Depreciation is INR. 55.52 Lakhs. Profit before Tax is INR.53.87 Lakhs. After reversal of Deferred Tax, the Profit after Tax is INR. 40.28 Lakhs.
7. SUBSIDIARY COMPANIES
The Company has one Wholly-Owned Subsidiary, viz, Time Medical International Ventures (India) Private Limited. The Wholly-Owned Subsidiary is Unlisted Company. Time Medical International Ventures (India) Private Limited is a Material Subsidiary of the Company, in terms of Regulation 16 (1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no material change in the nature of business of the Subsidiary.
There is no Associate Company in relation to the Company as on March 31 2024.
A Statement containing Salient Features of the Financial Statements of the Subsidiary Companies in Form - AOC - 1 is annexed hereto as âANNEXURE - I''.
Business Review
Time Medical International Ventures (India) Private Limited (TM India)
TM India Wholly owned subsidiary of the Company, recorded revenue of INR. 2,228.13 Lakhs in 2023-24 against INR. 32 Lakhs. in the previous year. Profit/ (Loss) before tax was INR. (119.84) Lakhs (Previous year: INR. (62.58) Lakhs.) During the year, TM India renewed its focus on re-establishing itself in the market and gaining new customers.
8. DIVIDEND:
Being the first year after change of Nature of Business and even though there is an improvement in the performance of the Company in the year under review, given the uncertain domestic and global macroeconomic climate, the Board of Directors would like to ensure stability and improvement in the earnings before payment of dividend is resumed.
The Board is not considering any transfer of amount to General Reserves for the year under review, as it is not mandatorily required
9. NON-CONVERTIBLE DEBENTURES
There are no Non-Convertible Debentures outstanding as on March 31 2024.
10. DEPOSITS
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on March 31 2024.
11. CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31 2024 forms part of this Annual Report.
12. SHARE CAPITAL AND RESERVES:
The Paid up Equity Share Capital of the Company as on March 31 2024 was INR. 5,350 Lakhs consisting of 535 Lakhs Equity shares of Face value INR 10/- each fully paid up. During the financial year 2023-24, your Company has issued and allotted INR. 534.80 Shares of the Face Value INR 10/ on preferential basis.
The total Reserves and Surplus stood at INR. 2530.78 Lakhs as on March 31 2024 as against INR. (43.79) Lakhs as on March 31 2023.
13. FINANCE:
Cash and Cash Equivalents as at March 31 2024 were INR. 0.38 Lakhs. In addition, Company has investments in Fixed Deposits for INR. 120.63 Lakhs and Investment in Wholly owned Subsidiary by way of Share Swap amounting to INR. 4007.63 Lakhs. The Company continues to focus on judicious management of its working capital. The Company has taken many steps during the year to improve the working capital turns. The working capital parameters were kept under strict check through continuous monitoring.
14. DISCLOSURE W.R.T. MATERIAL CHANGES AND COMMITMENTS:
During the year under review the Company noted the following Material Changes and Commitments (upto March 31 2024):
1. The Company had received or Reclassification of "Promoter / Promoter Group" to "Public" Category from Sankaranarayanan G M, on January 19 2023 and Accordingly, the Company had submitted the application with BSE Limited on May 11 2023 i n accordance wi th Regulation 31 A of LODR Regulations, 2015. BSE through its letter dated November 29 2023 approved the Reclassification Sankaranarayanan G M Form Promoter / Promoter Group to public;
2. The Company received approval of shareholders for issue of upto INR. 23,28,000 [Twenty- Three Lakhs Twenty-Eight Thousand] Equity Shares
of INR 10/- [Rupees Ten] each for cash at an issue price of INR 10/- [Rupees Ten] per share total aggregating to INR 2,32,80,000 [Rupees Two Crore Thirty-Two Lakhs Eighty Thousand only] in the Extra Ordinary General Meeting held on Friday April 28 2023; The Board of Directors in their meeting held on June 29 2023 approved the Allotment of 23,28,000 fully paid-up Equity Shares of INR 10/- each at par on preferential basis to non-promoter; The Company received in-principle and Listing approval from BSE Limited ("BSE") for issue of 23,28,000 Equity Shares INR 10/- [Rupees Ten] each for cash. Accordingly, the Equity Shares issued, listed and permitted to trade on the Exchange with effect from Tuesday, August 8 2023;
3. The Board of Directors in their meeting held on December 15 2023 approved:
(a) The Acquisition of 100% of the Share Capital of Time Medical International Ventures (India) Private Limited. The Board has approved the execution of a Share Purchase and Share Subscription Agreement between the Company, Time Medical International Ventures (India) Private Limited and their shareholders and execution of other necessary documents regarding the Proposed Transaction, whereby the Company agrees to acquire 100% of the share capital of the Target Company;
(b) Subject to Shareholders approval, issuance of up to 4,00,76,260 (Four Crore Seventy-Six Thousand Two Hundred and Sixty) Equity Shares of INR 10/- (Rupees Ten only) each an issue price of INR 10/- (Rupees Ten only) each on preferential basis (''Preferential Issueâ) for consideration other than cash (i.e., swap of shares) to the shareholders of Time Medical International Ventures (India) Private Limited the persons other than promoters and promoter group, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Subject to Shareholders approval, issuance of up to 1,09,23,740 (One Crore Nine Lakhs Twenty-Three Thousand Seven Hundred and Forty) Equity Shares of INR 10/- (Rupees Ten only) each at an issue price of INR 33.20/-(Rupees Thirty-Three and Twenty Paisa Only) per share, on preferential basis (''Preferential Issueâ) to the persons other than promoters and promoter group, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) Subject to Shareholders approval, issuance of up to 15,00,000 (Fifteen Lakhs) fully convertible warrants ("Warrants/ Convertible Warrants") of INR 10/- (Rupees Ten) each at an issue price of INR 33.20/- (Rupees Thirty-Three and Twenty Paisa Only) per warrant, on preferential basis (''Preferential Issueâ) to the persons other than promoters and promoter group, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(e) Alteration of main object clause of the Memorandum of Association of the Company, subject to approval of shareholders;
(f) The change of existing name of the Company for adoption by the Central Registration Centre Ministry of Corporate Affairs subject to approval of member and other statutory approval;
(g) Shifting of registered office of the Company from the state of Maharashtra to the state of Andhra Pradesh subject to approval of member;
4. Time Medical International Ventures Pte Ltd (Acquirer-1), Mr. Shankar Varadharajan (Acquirer-2) and Mr. Ravindran Govindan (Acquirer-3) (hereinafter collectively referred to as the) made Public Announcement on December 15 2023 to the shareholders of Fischer Chemic Limited or acquiring up to 1,43,00,000 equity shares of INR 10/- each of Fischer Chemic Limited representing 26.00% of the expanded equity and voting share capital of the Target Company at a price of INR 12/-per Share fully paid-up Equity Share through Open Offer under Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011; The detailed Public Statement to the shareholders of Fischer Chemic Limited was made on December 22 2023 by Time Medical International Ventures Pte Ltd (Acquirer-1), Mr. Shankar Varadharajan (Acquirer-2) and Mr. Ravindran Govindan (Acquirer-3) for acquiring up to 1,43,00,000 equity shares of INR 10/- each of Fischer Chemic Limited;
5. The above material events was taken note by the shareholders of the Company in the Extra Ordinary General Meeting held on January 13 2024 through Video Conference / Other Audio-Visual Means (VC / OAVM) where the following were approved:
a. Issue of equity shares on preferential basis to the non-promoter for consideration other than cash:
b. Issue of equity shares on preferential basis to the non-promoter public category investor for cash;
c. Issue of warrants convertible into equity shares on preferential basis to the nonpromoter public category investor for cash;
d. Alteration of object clause of memorandum of association of the Company;
e. Change in name of the Company;
f. Shifting of registered office from the state of Maharashtra to the state of Andhra Pradesh;
g. Increase in limit of total shareholding of all registered Foreign Portfolio Investors (FPIS) / registered Foreign Institutional Investors (FIIS) put together from 24% up to 49% of the paid-up equity share capital of the Company.
6. The Company received on January 1 1 2024 in-principle from BSE Limited ("BSE") for issue and allotment of 4,00,76,260 Equity Shares for consideration other than cash, 1,09,23,740 Equity Shares for cash 15,00,000 Fully Convertible Warrants for cash to be issued on a preferential basis under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ; and the Board of Directors in their meeting held on January 25 2024 approved the proposal of aforesaid allotments.
7. Registrar of Companies (ROC) Mumbai, approved the name change of the Company from Fischer Chemic Limited to Fischer Medical Ventures Limited with effect from March 26 2024.
Apart from the above there are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
15. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
16. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Companyâs business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations.
Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
17. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future. There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As per Section 186 of the Companies Act, 2013, details of the loans, guarantees and investments made during the 2023-24 are given below:
|
Name of the Company |
Nature of transactions -Investments/ Loans |
INR (In Lakhs) |
|
Time Medical |
Inter Corporate |
3777.73 |
|
International Ventures |
Loan |
|
|
(India) Private Limited |
The aforesaid loans and investments are in compliance with Section 186 of the Companies Act, 2013 and used for the business activities by the respective company.
Further details form part of the Notes to the financial statements provided in this Annual Report.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on armâs length.
Kindly refer the financial statements for the transactions with related parties entered during the year under review.
20. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
21. DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
22. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review there were no instances of grant, vest, exercise, or lapse/ cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations 2014 are required.
23. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
24. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Retirement by Rotation and Re-appointments
Pursuant to Section 152 (6) (c) of Companies Act, 2013, Mr. Dilip Suryakant Jha , Director of
the Company who retires by rotation and being eligible for re- appointment, offers himself for reappointment as a Director of the Company and the same is being placed before the 30th Annual General Meeting for approval of shareholders of the Company.
Further, Pursuant to Section 152(6)(c) of Companies Act, 2013, Ms. Svetlana Rao Raviwada, Executive Non-Independent Director of the Company who retires by rotation and being eligible for reappointment, offers herself for reappointment as a Director of the Company and the same is being placed before the 31st Annual General Meeting for approval of shareholders of the Company.
ii. Change In Key Managerial Personnel
During the financial year ended March 31 2024, there were no changes in Key Managerial Personnel except for Mr. Aditya Singh, who stepped down as Company Secretary with effect from December 12 2023 and Mr. Deepak Vyas was appointed as the Company Secretary from December 15 2023.
25. DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.
All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.
26. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meeting
The Board of Directors met 8 (Eight) times during the financial year ended March 31 2024 i.e., May 29 2023, June 29 2023, August 12 2023, August 20 2023, November 01 2023, December 15 2023, January 25 2024 and February 12 2024
The gap between the Board meetings was within the maximum period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended and notified from time to time.
Detailed statement of attendance of directors at the Board Meetings and other meeting of all Committees held during the financial year ended March 31 2024 are given in the Corporate Governance report which is forming part of this Annual Report.
27. PASSING OF RESOLUTION BY CIRCULATION:
During the financial year, there were no resolutions passed by the Board of Directors, through circulation.
28. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate
Governance, for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.
29. AUDIT COMMITTEE:
Pursuant to Section 177 (8) of Companies Act 2013, the Company has constituted an Audit Committee. The particulars of composition of the Audit Committee, meetings held during the year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.
30. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:
The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence, there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review.
31. OTHER BOARD COMMITTEES
For details of other board committees, kindly refer the section on Corporate Governance.
32. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company.
33. FRAUD REPORTING
During the year under review, no instances of fraud were reported by the Auditors of the Company.
34. RISK MANAGEMENT POLICY
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholdersâ value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
35. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated.
During the year under review the said evaluation had been carried out.
36. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Directors of your Company state as follows:
(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there were no material departures there-from;
(b) that the Directors had selected such 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 at the end of the financial year, March 31 2024 and of the Profit of the Company for that period;
(c) that the Directors had taken proper and sufficient care 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 Directors had prepared the Annual Accounts on a going concern basis;
(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) that 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.
37. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information pursuant to section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are as follows:
(A) Conservation of energy: Not Applicable.
(B) Technology absorption: Not Applicable.
(C) Foreign Exchange Earnings And Outgo (2023-24) :
|
Earnings |
1134.01 |
|
Outgo |
- |
38. DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES:
Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in âANNEXURE II'' attached herewith and forms part of this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate
exhibit which is available on the website of the Company https://fischermv.com/, under the section ''Investor Cornerâ, ''Notices/ Othersâ and is also available for inspection by the Members up to the date of the ensuing Annual General Meeting.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A comprehensive discussion and analysis of the outlook of Industry and the financial and operational performance of the Company is contained in the Management Discussion and Analysis Report, annexed hereto as ANNEXURE - III''.
40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31 2024 has been separately furnished in the Annual Report and forms a part of the Annual Report, annexed hereto as ''ANNEXURE - IV''.
41. CORPORATE GOVERNANCE REPORT:
The Company is committed to maintaining high standards of corporate governance. Pursuant to Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with the Compliance Certificate confirming the compliance of conditions of Corporate Governance given by the Statutory Auditor of the Company is annexed hereto as ANNEXURE - V''.
42. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES
Neither of the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/ commission from any subsidiary and holding company of the Company.
43. STATUTORY AUDITOR:
M/s. Bilimoria Mehta & Co. Chartered Accountants, Chennai (FRN: 101490W) is the Statutory Auditor of the Company for the Financial Year under review and holds office up to the conclusion of 32nd Annual General Meeting of the Company.
The Statutory Auditor was originally appointed at the 27th Annual General Meeting of the Company held on
December 22 2020 for a period of five years from the conclusion of 27th Annual General Meeting upto the conclusion of 32nd Annual General Meeting subject to ratification by Members at every Annual General Meeting.
The Report of the Statutory Auditor on the Financial Statements of the Company is annexed to this Annual Report. There are no qualifications or reservations or observations or adverse remarks or disclaimers in the said Statutory Auditorâs Report.
44. COST AUDIT:
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
45. INTERNAL AUDIT:
Pursuant to Section 138 (1) of the Companies Act, 2013, the Company had appointed M/s S. Ramanand Aiyer & Co., Chartered Accountants (FRN: 000990N) as Internal Auditor of the Company to conduct internal audit for the Financial Year 2023 - 2024. The Internal Auditor has submitted his reports to the Audit Committee and Board of Directors of the Company, periodically.
46. SECRETARIAL AUDIT:
The Board of Directors of the Company in its Meeting held on 29/05/2023, appointed Ms. Nuren Lodaya & Associates, Practising Company Secretary as Secretarial Auditor for the Financial Year 2023 - 2024.
In pursuance of Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Company, is annexed hereto as ''ANNEXURE -VI''.
The Secretarial Audit Report for the Financial Year 202324 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation / comments by the Board. The Secretarial Audit Report is forming part of this Annual Report.
47. SECRETARIAL STANDARDS:
Pursuant to Section 118 (10) of the Companies Act, 2013, the Company observes Secretarial Standards with respect to General and Board Meetings, prescribed
by the Institute of Company Secretaries of India.
48. ACCOUNTING STANDARDS:
The Company adheres to the Accounting Standards as applicable to it and there are no deviations, in this respect.
49. RESEARCH AND DEVELOPMENT:
The Company has set up R&D facility at Vishakhapatnam. During the year under review, the focus of the department was on increasing range and new product development in the MRI machine. Procurement cost optimisation efforts continued in the year under review and will be accelerated in the coming year.
50. ISO CERTIFICATION:
The Company having changed its nature of business during the year under review and looking for opportunities to become a leading player in MRI market in the coming years.
As part of accreditations and recognition in MRI space, your Companyâs affiliate Time Medical International Ventures (India) Private Limited has been accredited with ISO 13485: 2016 with Certificate No.IN56693H in respect of Design, Development, Manufacturing, Supply, Installation & Servicing of MRI Scanning Machines.
51. OTHER DISCLOSURES
Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules,2014 are furnished as under:
Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31 2024 is available on the website of the Company at ttps://www.fischermv.com, under the section ''Investor Cornerâ, ''Notices/ Othersâ.
Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
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 financial year under review, there were no
instances of one-time settlement with any bank or financial institution.
52. CORPORATE SOCIAL RESPONSIBILITY (CSR):
For the financial year under review, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. As a result, the Company is not required to establish a Corporate Social Responsibility (CSR) Committee or formulate a CSR Policy for this period. Nevertheless, in line with best practices in corporate governance, the Company remains committed to social responsibility and value creation in the broader interest of society. Our Company and its dedicated employees continue to support various meaningful causes, striving to enhance the quality of life within the community. We maintain a strong sense of social responsibility and actively participate in community welfare activities.
53. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.
During this year, no shares / Dividends amounts were liable to be transferred to the IEPF authority.
54. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.
55. INTERNAL COMPLAINT COMMITTEE
The Company has a policy on prevention of sexual
harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee ("ICC") to redress complaints received regarding sexual harassment has been constituted in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy extends to all employees (permanent, contractual, temporary and trainees). Employees at all levels are being sensitised about the Policy and the remedies available thereunder.
No complaints were received by the ICC during the year under review and no complaint was pending as at the end of the year.
56. COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for the Board of Directors and Senior Management personnel of the Company. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on March 31 2024. The Code of Conduct is available on the Companyâs website.
As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Ravindran Govindan, Chairman and Managing Director, to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.
57. DIVIDEND DISTRIBUTION POLICY:
The objective of the Dividend Distribution Policy is to ensure right balance between the quantum of
dividend paid and amount of profits to be retained in the business for various purposes. Towards this objective, the following key parameters are considered for declaration of dividend:
(i) Internal Factors (Financial Parameters):
> Net Operating Profit after Tax;
> Working Capital Requirements;
> Capital Expenditure Requirements;
> Cash required to meet contingencies;
> Outstanding Borrowings; and
> Past Dividend Trends.
(ii) External factors:
> Statutory requirements under applicable law for the time being in force; and
> Dividend Payout Ratios of companies in the same Industry.
58. ACKNOWLEDGEMENT :
Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.
// BY ORDER OF THE BOARD//
RAVINDRAN GOVINDAN
Place : Mumbai CHAIRMAN & MANAGING DIRECTOR Date : August 14 2024 DIN: 03137661
Consolidation was applicable to your Company from January 26 2024 pursuant to Acquisition of Wholly owned subsidiary Through Share Subscription agreement (Share Swap)
Mar 31, 2023
DIRECTOR''S REPORT
Dear Members,
The Board of Directors ("Board") of Fischer Chemic Limited ("The Company") with immense pleasure present their
Report on the business and operations of your company together with the audited financial statements for the financial
year ended 31st March, 2023.
The Company''s performance during the financial year ended 31st March, 2023 is summarized in the following table.
|
Particulars |
Year ended 31st |
Year ended 31st |
|
Total Revenue |
17.95 |
0 |
|
Profit before exceptional and extra-ordinary items and Tax |
(0.13) |
(19.74) |
|
Profit before extra-ordinary items and Tax |
(0.13) |
(19.74) |
|
Profit Before Tax |
(0.13) |
(19.74) |
|
Profit after tax |
(3.65) |
(23.26) |
|
Total Comprehensive Income |
(3.65) |
(23.26) |
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY''S AFFAIR:
During the year under review, the Company recorded total revenue of Rs. 17.95 Lakhs against no revenue in the
previous year. The Company has a Total Comprehensive Loss of Rs. (3.65) Lakhs as compared to Total Comprehensive
Loss of Rs. (23.26) Lakhs in the previous year.
Your directors do not recommend any divided.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial
Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the
Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC:
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is not applicable to the Company.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY:
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 also discussed at the meetings of the
Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk
Management Committee and its risk management policy is available on the website of the Company.
The Company''s internal controls system has been established on values of integrity and operational excellence and it
supports the vision of the Company "To be the most sustainable and competitive Company in our industry".
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant
audit observations and follow up actions thereon are reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in
notes of the standalone financial statements.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
There are no materially significant related party transactions made by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants
the approval of the shareholders.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a
policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the
said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses
complaints received on sexual harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return FY 2022-23.
www. fischerchemic. in
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year, the Board met 7 times on 30-05-2022, 10-08-2022, 05-09-2022, 17-11-2022, 03-02-2023, 14-02-2023
& 30-03-2023.
16. DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
⢠That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has
been no material departure.
⢠That the selected accounting policies were applied consistently and the Directors 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 on 31st March,
2023, and that of the profit of the Company for the year ended on that date.
⢠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.
⢠That the annual accounts have been prepared on a going concern basis.
⢠The Board has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.
⢠The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
18. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure A to this report. In terms of provisions of
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company''s website. www.fischerchemic.in.
19. DIRECTORS & KEY MANAGERIAL PERSONNEL:
Mr. Dilip Suryakant Jha is liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has
offered himself for reappointment. Your Directors recommend his re-appointment.
-Arthi Khandelwal, resigned on 05th September 2022 as Independent Director of the Company;
-Nehul Chheda Azad, resigned on 05th September 2022 as Independent Director of the Company;
-Vedant Ashish Bhatt, resigned as Company Secretary & Compliance Officer of the company on 17th October 2022.
-Ravi Komraih Egurla, resigned on 03rd February 2023 as Chief Financial Officer of the Company;
-Sejal Soni Bharat, resigned on 03rd February 2023 as Non-Executive Director of the Company;
-Dharav Chetan Dani, resigned on 03rd February 2023 as Managing Director of the Company;
-Krishna Kumar Omprakash Dubey, was appointed as Additional Independent Director by the Board on 03rd February
2023;
-Jeena Dineshchandra Suthar, was appointed as Additional Independent Women Director by the Board on 03rd February
2023;
-Dilip Suryakant Jha, was appointed as Chief Financial Officer & Director by the Board on 03rd February 2023;
-Aditya Singh, was appointed as Company Secretary & Compliance Officer by the Board on 03rd February 2023
Further, in the Extra Ordinary General Meeting held on
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of
them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their
status as Independent Directors of the Company.
20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION:
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to
attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the
positive attributes/criteria while recommending the candidature for the appointment as Director.
21. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant rules.
The Board of Directors of your Company at its meeting held on 26th September 2020 appointed M/ s Bilimoria Mehta &
Co., Chartered Accountants as Statutory Auditors of your Company for a period of 5 years from the conclusion of the
34th Annual General Meeting till the conclusion of Sixth consecutive Annual General Meeting, based on the
recommendation of the Audit Committee.
Mis Meenakshi Manish Jain & Associates, was appointed as Internal Auditor of the Company for the financial year 2022¬
2023, further she resigned as Internal Auditor of the Company on 24th January 2023, due to preoccupations in other
assignments.
The Board of directors in their Board Meeting held on 03rd February 2023, appointed M/ s S. Ramanand Aiyer & Co. as
Internal Auditor of the Company with immediate effect for the financial year 2022-2023, Quarter 3 & Quarter 4;
The Company has appointed M/ s Nuren Lodaya & Associates, Practicing Company Secretaries (Peer Reviewed Firm) as
Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2022-2023 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial
Audit Report for the FY 2022-2023 is annexed herewith and forms part of this report as Annexure B. Secretarial Audit is
not applicable to the Subsidiary, not being a material subsidiary.
24. COST RECORDS AND COST AUDIT:
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of
cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the
business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.
25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS:
Secretarial Auditor Remark 1:
The company was required to file with the recognised stock exchange on a quarterly basis, within twenty one days from
the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the
quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end
of the quarter as per Regulation 13 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the company has made late submission of Statement of Investor Complaints on 1st
of December 2022 for the Quarter ended 30th September 2022.
Board Reply:
The Company has filed the same with delay and has paid the applicable SOP fines to BSE Limited.
Secretarial Auditor Remark 2:
The Company was required to file holding of specified securities and shareholding pattern with the recognised stock
exchange as per the timeline specified in Regulation 31 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the company has made late submission on 1st of December 2022 for
the Quarter ended 30th September 2022.
Board Reply:
The Company has filed the same with delay and has paid the applicable SOP fines to BSE Limited.
Secretarial Auditor Remark 3:
The Company was required to file with the recognised stock exchange the financial for the Quarter ended 30th September
2022 on or before 14th November 2023 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, whereas the Company has filed the same on 17th
November 2023.
Board Reply:
The Company has filed the same with delay and has paid the applicable SOP fines to BSE Limited.
Apart from above there are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and
the practicing company secretary in their reports.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and
Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this
Annual Report as Annexure C.
27. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and
other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors
who express their concerns.
he Vigil Mechanism Policy is available at the website of the Company: www.fischerchemic.in.
29. REPORTING OF FRAUD BY AUDITORS:
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Act, details of which needs to be mentioned in this Report.
30. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation
of the Board and its Committees were carried out during the year under review.
31. 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:
The Board of Directors at its meeting held on Thursday 30th March 2023 and the members of the Company at their
Extra-Ordinary General Meeting held on Friday 28th April 2023 and pursuant to In-principle approvals granted by BSE
Limited vide their letter dated Friday 16th June 2023 and upon receipt of an amount aggregating to Rs. 2,32,80,000
[Rupees Two Crore Thirty-Two Lakhs Eighty Thousand only] the Board of Directors of the Company in their meeting
held on Thursday 29th June 2023, have considered and approved the Allotment of 23,28,000 fully paid-up Equity Shares
of Rs. 10/- each at par on preferential basis to certain non-promoter persons.
Apart from the above there are no material changes and commitments affecting the financial position of the Company
occurred during the financial year.
32. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and company''s operations in future.
In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently
3 Committees of the Board, as follows:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act,
2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Audit Committee as on the date of the report comprises of 3 Non-Executive Independent Directors.
Following are the members of the Committee as on the date of the report.
Sanjay Jayantilal Jain : Non-Executive Independent Director, Chairman
Krishna Kumar Omprakash Dubey : Non-Executive Independent Director, Member
Jeena Dineshchandra Suthar : Non-Executive Independent Director, Member
During the year there were in total five Audit committee meetings held on 09-02-2022, 30-05-2022, 10-08-2022, 17-11-2022
6 14-02-2023.
The Chairperson of Audit Committee was present in previous AGM held on 29/09/2022 to answer shareholder''s
queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;
5 Reviewing and monitoring the auditor''s independence and performance and effectiveness of audit process.
7 Approval or any subsequent modification of transactions of the listed entity with related parties.
8 Evaluation of internal financial controls and risk management systems.
9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control
systems.
10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.
11 Discussion with internal auditors of any significant findings and follow up there on.
12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
13 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.
14 To review the functioning of the whistle blower mechanism.
15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate.
16 Carrying out any other function as is mentioned in the terms of reference of the audit committee
â¢NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178
of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Committee comprises of 3 Non-Executive IndependentDirectors.
The Nomination and Remuneration Committee met Once in the Financial Year 2022-2023 on 03/02/2023.
The necessary quorum was present in the said meetings.
The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the
Company held on 29/09/2022.
Following are the members of the Committee as on the date of the report.
Sanjay Jayantilal Jain : Non-Executive Independent Director, Chairman
Krishna Kumar Omprakash Dubey : Non-Executive Independent Director, Member
Jeena Dineshchandra Suthar : Non-Executive Independent Director, Member
Role of nomination and remuneration committee, inter-alia, include the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees;
(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.
(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.
The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters is available on company''s website.
The remuneration of the Managing Director and Whole- Time Director is recommended by the Remuneration
Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting
within the limits prescribed in Companies Act, 2013.
Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no
Commission is drawn by either of them during the year.
Performance evaluation criteria for Independent Directors:
1) Attendance and participations in the meetings.
2) Preparing adequately for the board meetings.
3) Contribution towards strategy formation and other areas impacting company performance
4) Rendering independent, unbiased opinion and resolution of issues at meetings.
5) Safeguard of confidential information.
6) Initiative in terms of new ideas and planning for the Company.
7) Timely inputs on the minutes of the meetings of the Board and Committee''s.
8) Raising of concerns to the Board
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013
is available at the website of the Company: www.fischerchemic.in Further, criteria of making payments to non-executive
directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:
â¢STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 3 Non-Executive Independent
Directors.
The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance
Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of
stakeholders'' grievances and redressal of the same.
The Committee met on 09-02-2022 , 30-05-2022, 10-08-2022, 17-11-2022 & 14-02-2023.
The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual
General Meeting of the Company held on 29th September 2022.
The composition of the Committee during FY 2022-23 and the details of meetings held and attended by the Directors are
as under:
Following are the members of the Committee as on the date of the report.
Sanjay Jayantilal Jain : Non-Executive Independent Director, Chairman
Krishna Kumar Omprakash Dubey : Non-Executive Independent Director, Member
Jeena Dineshchandra Suthar : Non-Executive Independent Director, Member
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate
certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the
Company.]
34. MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of the independent directors ("Annual ID Meeting") was convened on 29th March 2022 which
reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual
ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the
Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance
of the Board Chairman. All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under
Section 149(7) of the Companies Act, 2013.
35. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE
FINANCIAL YEAR 2022-2023:
On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment,
duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through
an induction and familiarization program including the presentation and interactive session with the Committee
Members and other Functional Heads on the Company''s finance and other important aspects.
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as
the same are not applicable. No proceedings against the Company is 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 - Not Applicable.
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the
value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of
certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the
need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available
on the website of the Company.
38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial
Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
39. ENHANCING SHAREHOLDER VALUE:
Your Company firmly believes that its success, the marketplace and a good reputation are among the primary
determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and
delivering leading-edge products backed with dependable after sales services. Following the vision your Company is
committed to creating and maximising long-term value for shareholders.
During the year under review, there has been no change in the Share Capital of the Company. The authorised share
capital of the Company, as on 31st March, 2023 aggregates 4,00,00,000/- (Rupees Four Crores) which is divided into
40,00,000 (Forty Lakhs) Equity Shares of Rs. 10/- each., whereas the issued share capital of the Company comprises of
1,72,000 Equity Shares of Rs. 10/- each aggregating to Rs. 17,20,000/- (Rupees Seventeen Lakhs Twenty Thousand Only).
Further The Board of Directors at its meeting held on Thursday 30th March 2023 and the members of the Company at
their Extra-Ordinary General Meeting held on Friday 28th April 2023 and pursuant to In-principle approvals granted by
BSE Limited vide their letter dated Friday 16th June 2023 and upon receipt of an amount aggregating to Rs. 2,32,80,000
[Rupees Two Crore Thirty-Two Lakhs Eighty Thousand only] the Board of Directors of the Company in their meeting
held on Thursday 29th June 2023, have considered and approved the Allotment of 23,28,000 fully paid-up Equity Shares
of Rs. 10/- each at par on preferential basis to certain non-promoter persons.
As on date the issued share capital of the Company comprises of 25,00,000 Equity Shares of Rs. 10/- each aggregating to
Rs. 2,50,00,000/- (Rupees Two Crore Fifty Lakhs Only).
41. RECLASSIFICATION OF PROMOTER:
Pursuant to Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
amendments thereof the Company had received a request for Reclassification from "Promoter" category to "Public"
category from from Shri. Sankaranarayanan G M, erstwhile promoter of Fischer Chemic Limited on 19th January 2023.
The same was approved by the Board of Directors in their meeting held on 03 February 2023 and by the shareholders in
the Extra-Ordinary General Meeting held on 28th April 2023.
The application is submitted to BSE Limited on 11th May 2023 and the same yet to be approved.
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation
extended by shareholders, employees, customers, banks, suppliers and other business associates.
By order of the Board
For Fischer Chemic Limited
Sd/-
Mr. Dilip Suryakant Jha
Date: 28th August 2023 Director & CFO
Place: Mumbai DIN: 09829523
Mar 31, 2014
Dear Members,
The Directors take great pleasure in presenting their report on the
business and operations of your Company along with the Annual Report
and audited financial statements for the Financial Year 2013-14.
1. FINANCIAL RESULTS:
(Amt in Rs)
PARTICULARS MARCH 31, 2014 MARCH 31, 2013
Total Income 1,112,078 3,93,30,462
Total Expenses 1,067,473 28,783,937
Profit before tax 44,606 10,546,523
Profit (Loss) after tax 44,606 13,121,319
Balance loss forward brought forward -36,244,035 -49,496,026
Balance carried to balance Sheet -34,694,725 -36,224,035
2. REVIEW OF OPERATIONS
The Company has made Profits of Rs. 44,606 during the financial year.
The shares of your Company are listed at BSE Limited. The Chemical
industry as such is not looking good. The scope for development has
come down drastically. The Company has sold off all fixed assets during
the year. However, it does not affect its status as a going concern as
the Company continues to look for various other business opportunities.
The Company is in the process of shifting the Registered Office of the
Company from the State of Tamil Nadu to the State of Maharashtra.
3. DIVIDEND
During the year under review, the Directors do not recommend any
dividend
4. FIXED DEPOSIT
During the year under review, the Company has not invited or accepted
any Deposits from the public.
5. PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who were
in receipt of remuneration in excess of limits as set out in terms of
the provisions of section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules 1975 as amended.
6. DIRECTORS
Mr. Dharmen Kantilal Joshi who retire by rotation being eligible offers
themselves for re-appointment at the ensuing Annual General meeting.
The Board recommends appointment of Mr. Lalji Ramraj Yadav, Mr. Sanjeev
Dhirajlal Mehta and Mr. Jayesh Patel as Independent Directors not
liable to retire by rotation for 3 consecutive years for a term up to
31stMarch, 2017.
The Company has received requisite notices in writing from members
proposing Mr. Lalji Ramraj Yadav, Mr. Sanjeev Dhirajlal Mehta and Mr.
Jayesh Patel for appointment of Independent Directors in terms of the
requirement of Companies Act, 2013.The Company has received declaration
from all the Independent Directors of the Company confirming that they
meet with criteria of Independence as prescribed under sub-section (6)
of section 149 of the Companies Act, 2013 and under clause 49 of the
Listing Agreements with the Stock Exchanges.
7. AUDITORS AND THEIR REPORT:
The Board recommends M/s. Ashvin Thumar & CO. Chartered Accountants, as
statutory auditors of the Company for the year 2014 -15, who have also
confirmed their appointment shall be within the limits prescribed under
Section 141 of the Companies Act, 2013, if appointed.
Necessary Resolutions for their appointment has been proposed for the
consideration of the Members of the Company. Since notes to account
are self explanatory, no further explanation is given by the Board as
such.
8. CONSERVATION OF ENERGY:
Since the Company is not a manufacturing unit provisions of Section 217
(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988
regarding conservation of energy, technology absorption is not
applicable.
9. COMPLIANCE CERTIFICATE:
The Company has obtained Compliance Certificate pursuant to provisions
of Section 383A of the Companies Act, 1956 from Mr.Mandar Palav,
Secretary in whole time practice.
10. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956
As required under Section 217 of the Companies Act, 1956, your
Directors confirm that:
- In preparation of the annual accounts, the applicable accounting
standards have been followed and that there were no material
departures;
- The Directors have selected such 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 at the end of the financial year and of the profit of the
Company for that period;
- The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
- The Directors have prepared the annual accounts on a going concern
basis.
11. STATEMENT OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:
Information in accordance with the provisions of Section 217(1)(e) of
the Act read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, regarding Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
is not applicable in case of your Company.
12. STOCK EXCHANGES:
The Company''s shares are listed on the following Stock Exchanges:
a) BSE Limited.
b) The company has been delisted from Madras Stock Exchange Limited
vide its letter no. MSE/LD/PSK/731/102/14 dated 12th March, 2014.
13. FOREIGN EXCHANGE:
During the year under review, there were no foreign exchanges Earnings
or outgo.
14. CORPORATE GOVERNANCE:
In line with the requirement of Clause 49 of the Listing Agreement, a
separate report on Corporate Governance, along with a certificate of
Statutory Auditors of the Company is annexed herewith for the
information of the members.
15. SUBSIDIARIES:
The Company has no subsidiaries.
16. ACKNOWLEDGEMENT:
Your Directors place on record its sincere appreciation towards the
Company''s valued customers for their support and the confidence reposed
by them in the Company. We take this opportunity to thank the Company''s
clients, shareholders, auditors and bankers for their continued support
during the year and look forward to their continued support in the
future.
By Order of the Board
For Fischer Chemic Limited
Place: CHENNAI
Date: 14.08.2014 (Dharmen Joshi)
Chairman
Din: 06381429
Mar 31, 2012
The Directors have pleasure in presenting to you the 19th Annual
Report together with the AUDITED ACCOUNTS FOR THE YEAR ENDED
31st MARCH 2012.
a. FINANCIAL PERFORMANCE:
Particulars Year ended
31st March 31st March
2012 2011
(Rs.in Lakhs) (Rs.in Lakhs)
Profit (loss) before
interest & Depreciation (25.21) (0.82)
Interest 1.01 1.99
Depreciation 31.83 30.61
Loss for the year (55.97) (31.18)
Loss brought forward from (438.99) (407.81)
Previous year Balance Loss:
Carried forward (494.96) (438.99)
b. DIVIDEND
In view of the accumulated loss, the Board of Directors have decided
not to recommend any dividend for the year 2011 - 2012.
c. PERFORMANCE DURINGTHE YEAR2011-2012
During the year under review your company has posted a sales Turnover
of Rs.163.16 Lakhs against a turnover of Rs.209.85 Lakhs iln the
previous year. Your company's sale is severely affected during the year
under review due to severe recession experienced by the user segment.
The Company has to cut the production drastically and had to resort to
severe reduction in expenses. The Company made a net loss of Rs.55.97
Lakhs during the year.
d. REMEDIAL MEASURES
The Company has resorted to change in product mix, customer profile,
cost reduction. The Company has consciously concentrated in bulk
customers for major business. This has resulted in reduction in
marketing expenses.
e. FUTURE PROSPECTS
Your company's products are well accepted by leading organization and
the company is sure to leverage these strength to increase the turnover
and profitability during the current year. Further your company has
decided to explore a new line of activities via., selling, buying and
dealing of all kinds of Drugs and Pharmaceutical Products in order to
expand its business activites and uphold its growth in future.
f. DIRECTORS
Mr.GM.S.Narayanan is retiring at this meeting by rotation and being
eligible, offer himself for reappointment and the Board of Directors
recommend his reappointment.
g. PARTICULARS OF EMPLOYEES
During the year under review there was no employee in respect of whom
information as per Section 217 (2A) of the Companies Act 1956 is
required to be given in the Directors report.
h. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Directors
confirm that they had,
i) Followed in the preparation of Annual Accounts, the applicable
Accounting standards and given proper explanations relating to material
departures, if any ;
ii) Selected such 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 at the
end of the financial year and of the profit of the Company for that
period.
iii) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of the Companies
Act, 1956 so as to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities; and
iv) Prepared the Annual Accounts on a going concern basis.
i. CORPORATE SOCIAL RESPONSIBILITIES
The Manufacturing process and plants of your company adhere with the
standards laid down by various statutory / regulatory authorities for
the protection of environment and workers safety. Your company has
obtained ISO 9001- 2008 from M/s. TUV India Private Limited. The
Certification is valid upto 2012.
j. CORPORATE GOVERNANCE
Your company recognizes the importance and need of good Corporate
Governance as an important step in creating stakeholders confidence and
for a healthy and stable Capital Market thereby enhancing the long term
enterprise value. Pursuant to Clause 49 of the Listing Agreement with
the Stock Exchanges, Management Discussion Analysis Report, Corporate
Governance and Wholetime Directors Certification Report along with
Auditors' Certificate regarding Compliance of the conditions of
Corporate Governance are given as part of this Annual Report (Annexure
'A, 'B' and "C").
k. AUDITORS
Vivekanandan Associates, Chartered Accountants, retire at this meeting
and being eligible are proposed for reappointment. They also expressed
their willingness to continue in office if reappointed, at the ensuing
annual general meeting.
I. COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956, and
Companies (Certificate) Rules, 2001, the Company has obtained a
certificate from M/s. Lakshmmi Subramanian & Associates, Chennai,
Secretary in whole time practice and a copy of such certificate is
enclosed separately.
m. DEPOSITS
The company has not accepted any fixed deposits from the public during
the year under review.
n. CONSERVATION OF ENERGY
The Company has been continuously taking all possible measures to
conserve energy. The Company's manufacturing process is not power
intensive.
o. RESEARCH & DEVELOPMENT
R&D facilities are used in the areas of development and new grades of
Laboratory chemicals, change in methods of manufacturing existing
products and to increase the yield of the process. R&D facilities are
being continuously used for upgrading the quality of end products as
per the requirement of end users.
p. Technology Absorption:-
The company has not adopted / intends to adopt any technology for its
business and hence no reporting is required to be furnished under this
heading.
Director Reply to Auditors report
Note No.7 of the Annexure
The Company has initiated action to strengthen the internal audit
system during the current year.
Note No.26(a) of Schedule 20
The Reconcilation process of Sundry Debtors and Creditors is initiated.
The Company is awaiting Confirmation for certain minor parties and the
same will be completed during the year.
Note No.26(d) of Schedule 20
The Company has already notified to all the suppliers for the
confirmation regarding the status of Micro, Small, Medium Enterprises
and feed back is not received from certain parties. The same will be
completed in the current year.
r. ACKNOWLEDGEMENTS:
The Board of Directors of the company would like to thank and wish to
express the appreciation for the committed services by all the
employees of the company. The Board place on record their appreciation
for the support and cooperation your company has been receiving by
bankers, customers, distributors, suppliers. The Directors also wish to
thank the stakeholders, regulatory and government authorities for their
support.
By Order of the Board
for FISCHER CHEMIC LIMITED
Place : CHENNAI G.M.S. NARAYANAN K. VASUDEVAN
Date : 18th May 2012 Whole time Director Whole time Director
Mar 31, 2010
The Directors have pleasure in presenting to you the 17th Annual
Report together with the AUDITED ACCOUNTS FOR THE YEAR ENDED 31st MARCH
2010.
a. FINANCIAL PERFORMANCE:
Particulars Year Ended
31st March 2010 31st March 2009
(Rs.in Lakhs) (Rs.in Lakhs)
Profit (loss) before
interest & Depreciation (55.06) 95.40
Interest 2.60 2.93
Depreciation 30.48 31.55
Loss brought forward from
Previous year (317.75) (376.05)
Balance Loss:
Carried forward (407.81) (317.75)
b. DIVIDEND
In view of the accumulated loss, the Board of Directors have decided
not to recommend any dividend for the year 2009 - 2010.
c. PERFORMANCE DURING THE YEAR 2009-2010
During the financial year your company has posted a sales performance
of Rs.141.65 against the Turnover of Rs.260.58 in the previous year.
Due to continued recession and poor off take by the customer and
unhealthy competition the company could not increase the sales
considerably. The company has also to manage the whole operation with
Nil working capital resulting in loss of business opportunity.
D. REMEDIAL MEASURES
The Company has resorted to change in product mix, customer profile,
severe cost reduction in all areas of operation and this will certainly
bring the desired result in the coming years.
Your company has successfully completed the recertification of ISO
9001-2008 during the year and the certification is valid upto 2012.
This will certainly improve the recognition for the companies product
and increase the sales turnover during the current year.
e. FUTURE PROSPECTS
Your CompanyÃs Products are accepted by leading organization. With a
change in the product mix and customer profile your company is sure to
increase the Turnover and profitabilitiy during the current year.
f. DIRECTORS
Mr.V.Balakrishna and Mr.R.Venkatachalam have resigned from the Board
due to personal reasons with effect from 30.08.10. The Board expresses
its appreciation for the valuable contribution made by Mr.V.Balakrishna
and Mr.R.Venkatachalam.
Mr. K. Vasudevan and Mr. V. Ganesh are retiring at this meeting by
rotation and being eligible, offer themselves for reappointment and the
Board of Directors recommend their reappointment.
g. PARTICULARS OF EMPLOYEES
During the year under review there were no employee in respect of whom
information as per Section 217 (2A) of the Companies Act 1956 is
required to be given in the Directors report.
h. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Directors
confirm that they had,
i) Followed in the preparation of Annual Accounts, the applicable
Accounting standards and given proper explanations relating to material
departures, if any ;
ii) Selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period.
iii) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of the Companies
Act, 1956 so as to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities; and
iv) Prepared the Annual Accounts on a going concern basis.
i. CORPORATE SOCIAL RESPONSIBILITIES
The Manufacturing process and plants of your company adhere with the
standards laid down by various statutory / regulatory authorities for
the protection of environment and workers safety. Your company has
obtained ISO 9001- 2008 from M/s. TUV India Private Limited. The
Certification is valid upto 2012.
j. CORPORATE GOVERNANCE
Your company recognizes the importance and need of good Corporate
Governance as an important step in creating stakeholders confidence and
for a healthy and stable Capital Market thereby enhancing the long term
enterprise value. Pursuant to Clause 49 of the Listing Agreement with
the Stock Exchanges, Management Discussion and Analysis Report and
Corporate Governance Report along with Auditorsà Certificate regarding
Compliance of the conditions of Corporate Governance are given as part
of this Annual Report (Annexure ÃA, ÃBÃ).
k. AUDITORS
M/s.Manian & Narayanan, Chartered Accountants, Chennai Statutory
Auditors of the company retires at the ensuing Annual General Meeting
and being eligible have given the consent for reappointment. The
Company has also received a confirmation from them that their
appointment would be within the limits prescribed under Proviso of
Section 224 (1B) of the Companies Act, 1956.
l. COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956, and
Companies (Certificate) Rules, 2001, the Company has obtained a
certificate from M/s. Lakshmmi Subramanian & Associates, Chennai,
Secretary in whole time practice and a copy of such certificate is
enclosed seperately
m. DEPOSITS
The company has not accepted any fixed deposits from the public during
the year under review.
n. CONSERVATION OF ENERGY
The Company has been continuously taking all possible measures to
conserve enery The CompanyÃs manufacturing process is not power
intensive.
Power Consumption
Particulars 2009-10 2008-09
Unit Consumed 62900 138278
Amount (Rs.in Lakhs) 2.91 6.21
Rate per Unit 4.64 4.49
o. RESEARCH & DEVELOPMENT
R & D facilities are used in the areas of development and new grades of
Laboratory chemicals, change in methods of manufacturing existing
products and to increase the yield of the process. R & D facilities are
being continuously used for upgrading the quality of end products as
per the requirement of end users.
p. FOREIGN EXCHANGE EARNINGS AND OUTGO
The company has earned an amount of US $ 15537 and the company has not
incurred any foreign exchange expenses.
q. DIRECTORS REPLY TO THE QUALIFICATIONS SPECIFIED IN AUDIT REPORT
4.4 and 4.6.2 of the Auditors Report read with Notes to Accounts
Schedule 20,
Note 14
The Company is following the policy of providing Gratuity and Leave
encashment as and when they become eligible and as per the rules of the
employment terms and as per the management estimates. The same is
provided during the current year also. However, the difference between
the amount provided and provision will not be material. Any difference
will be duly provided.
4.6.1 of Auditors Report
The Company has initiated reconciliation of accounts of sundry debtors
and sundry creditors, unsecured loan, Loan and Advances, Deposits and
Current Assets, the Reconcilation is completed for major parties and
for minor parties it is under process.
4.6.2. of Auditors Report
The company is in the process of arranging actuarial valuation for
identifying the liability of gratuity. Any difference estimates will be
duly provided.
4.7.1 of Auditors Report
The Company has already notified to micro small medium enterprise
vendors and based on their feed back the same will be classified in the
current year.
ix of Annexure to Auditors Report
The Company has cleared the Provident Fund dues upto 31.03.10. The
Company has also cleared ESI arrears for the earlier year substantially
and the balance will be cleared during the current year. The Company is
reqular in paying the monthly dues. The Company will be clearing the
Sales Tax dues, Wealth Tax dues, and FBT dues during the current year.
(i) of Annexure to Auditors Report,
The Company is in the process of updating its Fixed Assets Register.
x of Annexure to Auditors Report.
Being an SSI industry the company is not coming under the purview of
BIFR. The company has incurred cash loss during the financial year and
not incurred such cash loss during the immediate financial year. The
management is taking necessary efforts by way of restructuring, pumping
in of additional funds, change in product mix, customer profile to tide
over the situation. The management is confident of achieving the
desired result.
r. ACKNOWLEDGEMENTS:
The Board of Directors of the company would like to thank and wish to
express the appreciation for the committed services by all the
employees of the company. The Board place on record their appreciation
for the support and cooperation your company has been receiving by
bankers, customers, distributors, suppliers. The Directors also wish to
thank the stakeholders, regulatory and government authorities for their
support.
By Order of the Board
for FISCHER CHEMIC LIMITED
Place: CHENNAI G.M.S. NARAYANAN K. VASUDEVAN
Date : 30th August 2010 Whole time Director Whole time Drector
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Fischer Medical Ventures Ltd. Financial Data
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