Dear Shareholders,
 
 The Directors have pleasure in submitting the 19th Annual Report along
 with audited balance sheet & Profit and Loss account for the year ended
 on 31st March 2011.
 
 FINANCIAL RESULTS:
 
 The operation and working results are as detailed hereunder;
 
 Particulars                             Amount as on    Amount as on
                                         31.03.2011      31.03.2010
                                         (in Rs. Lakhs)  (in Rs. Lakhs)
 
 Income From Operation                        0.25        129.19
 
 Operating profit/loss before Interest, 
 Depreciation &                               Nil         (35.19)
 Amortization (EBIDTA)
 
 Less: Interest                               Nil          05.80
 
 Less: Depreciation & Amortization            Nil            --
 
 Net Profit before tax                        Nil         (40.90)
 
 Less: Provision for Tax                      Nil           Nil
 
 Net Profit after tax                       (9.21)        (40.99)
 
 Less: Balance Brought forward from 
 previous year                            (865.59)       (824.59)
 
 Prior Year adjustments                       Nil            Nil
 
 Balance carried to B/S                   (874.79)       (865.59)
 
 FUTURE PROSPECTS
 
 Your Board of Directors are now looking at prospects where we can
 revive the Company with a new business plan. A Couple of proposals have
 been evaluated. It is anticipated that the evaluation process will be
 completed at the earliest and a good decision shall be taken in the
 interest of the Shareholders.
 
 DEPOSIT
 
 The Company has not accepted any deposit pursuant to Section 58A of the
 Companies Act. 1956.
 
 DIVIDEND
 
 In view of the losses incurred by the company, no dividend is
 recommended for the year under review.
 
 DIRECTORS
 
 In compliance with the provisions of the Companies Act, 1956 in
 accordance with the Company''s Articles of Association, Mr. Harikumar J
 Menon and Mr. Abhilash J Mayur, retire at this Annual General Meeting
 and being eligible offer themselves for re-election.
 
 Mr. Naveen Lakshmanan and Mr. R. SUNDARARAGHAVAN were appointed as
 Additional Director of the Company w.e.f. 05.01.2011. Your Board of
 Directors recommends his continuation for better prospects of the
 Company.
 
 AUDITORS
 
 M/s. P. B. Vijayraghavan & Co., Chartered Accountants, Chennai, have
 expressed willingness to continue in office, if appointed. They have
 furnished to the Company a certificate of their eligibility for
 appointment as auditors, pursuant to section 224 (IB) of the Companies
 Act, 1956, the Board of Directors recommend to the Members to appoint
 them as auditors for the current year and fix their remuneration.
 
 REPLYTO AUDITORS REMARKS:
 
 Your Management is taking necessary steps to comply with the provisions
 of the Act with respect to loan given to director. Your management is
 evaluating new business proposals and confident of wiping of
 accumulated losses and earn profits in the years to come. Other remarks
 made by the Statutory Auditors of the Company in their report are self
 explanatory.
 
 PARTICULARS OF EMPLOYEES
 
 None of the employees is covered under Section 217 (2A) of the
 Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules, 1975.
 
 FORFEITURE OF SHARES WARRANTS
 
 Refer to Point no.5 of Notes on Accounts.
 
 LISTING
 
 The Company''s Equity Shares are listed at Bombay Stock Exchange and the
 necessary listing fees have been paid to the stock exchanges.
 
 DEPOSITORY SYSTEM
 
 Company''s Shares are under compulsory demat mode and members are
 requested to dematerialize their shares for operational convenience.
 
 CORPORATE GOVERNANCE
 
 Report on Corporate Governance along with Certificate thereon is
 annexed herewith and forms part of our report.
 
 PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN
 EXCHANGE EARNINGS AND OUTGO
 
 Pursuant to section 217{1 )(e) of the Companies Act, 1956 read with the
 Companies (Disclosure of Particulars in the report of the Board of
 Directors) Rules, 1988, particulars regarding foreign exchange earnings
 and expenditure appearand with regard conservation of energy or
 technology absorption are enclosed herewith
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board
 hereby confirms:
 
 a) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures; it any.
 
 b) that the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimate that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the loss of the
 Company for that period ;
 
 c) that the Directors has taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 d) that the Directors had prepared the annual accounts on going concern
 basis.
 
 ACKNOWLEDGEMENT.
 
 Your Directors wish to place on record their appreciation for the
 co-operation received from the employees and support received from
 various authorities under the Government of Tamil Nadu, the Company''s
 Bankers and Business Associates. Your Directors also place on record
 the whole-hearted support received from the Shareholders.
 
                                            On behalf of the Board
                                       For INVICTA MEDITEK LIMITED
 
 Place: Chennai.
 Date: 05.09.2011
 
                          -sd-                              -sd-
 
                        M.R. Sathish Kumar        R.Sundararaghavan
 
                         Managing Director                 Director