Directors Report of Oxygenta Pharmaceutical Ltd.
Mar 31, 2015
Dear members,
The directors submit annual report of S.S. Organics Limited along with
the audited financial statement for the year ended March 31,2015.
1. Financial Results:
Particulars Stand alone
As at 2014-15 As at 2013-14
Gross Income 6,25,44,382 2,70,37,120
Gross Income
(Net of Excise Duty) 6,25,44,382 2,70,37,120
Less: Expenditure 10,36,74,173 5,93,30,758
Gross Profit/Loss ~ (4,11,29,791) (3,22,93,638)
Less: Interest &
Finance Charges 20,66,333 1,06,171
Less: Depreciation 2,53,45,211 86,00,631
Profit before tax (6,85,41,335) (4,10,00,440)
Less: Current Tax - -
Less: Deferred Tax (73,91,533) (18,82,815)
Profit available for
appropriations (6,11,49,802) (4,28,83,255)
Profit brought forward (19,47,93,438) (15,19,10,183)
Balance carried forward (25,59,43,241) (19,47,93,438)
2. Review of Operations:
It was already brought to your notice that, the present management of
the Company has infused Rs. 600 lacs during 2013 to 2014 as per the
Rehabilitation Scheme of Hon'ble Board for Industrial and Financial
Reconstruction (BIFR) for revival of the Company.
During the year 2014-15 the present management has infused more than
Rs. 347 lacs for operational activities of the Company. The aggregate
amount of Rs. 947 lacs spent towards Revival of the Company.
It already brought to the notice of the shareholders in the last Annual
General Meeting that the Company has entered into contract
manufacturing work with M/s. Aurobindo Pharma Limited for manufacturing
of ciprofloxacin and started its production in 'A' Block in the month
of August 2013 and started its own production of Gabapatine in the
month of August, 2014.
3. Fire Accident at Block A :
There was a fire accident on January 7th, 2015 at 11.40 A.M at "A"
Block. There was no human loss or injuries but there is a huge property
loss to the Company." The value of property loss is about 10 cores
(excluding Working Capital Stock). The Insurance Surveyor has conducted
the survey and the fire insurance claim is under process.
Due to fire accident the entire production activity came to stand still
and the present management with determination revived its production
process in the month of July, 2015.
4. Status with BIFR:
The Hon'ble BIFR has circulated the MDRS on 27.01.2014 and the scheme
envisages infusion of fresh funds, reduction of Paid-up Share Capital
and Issue of Fresh Capital etc. The Proceedings are pending with BIFR.
5. Dividend:
Your Directors did not recommend any dividend for the year 2014-15.
6. Transfer To Reserves:
Your Company has not transferred any amount to the general reserve.
7. Directors:
Dr. Sumanth Simha Vankineni, Director retire by rotation at the ensuing
22nd Annual General Meeting and being eligible, offer himself for
reappointment.
The Board of Directors appointed P. Santosh Kumar and Sudi Vijaya
Lakshmi as an Additional Director of the Company who holds office till
the ensuing Annual General Meeting. The Board, based on the
recommendation of Nomination and Remuneration Committee considered the
appointment of P. Santosh Kumar and Sudi Vijaya Lakshmi as an
Independent Director subject to approval of shareholders. Accordingly a
resolution seeking approval of shareholders for their appointment as an
Independent Director for a period of five years which is included at
Item No.4 and 5 of the Notice convening the 22nd Annual General
Meeting.
The Companies Act, 2013, provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that independent directors shall hold office a term of up to
five consecutive years on the board of a company; and shall be eligible
for on passing a special resolution by the shareholders of the Company.
as per section 149(11), no independent director shall be eligible for
appointment for more than two consecutive terms of five years. Sub
section 13 states the provisions of retirement by rotation as defined in
Sub Section (6) and (7) of Section 152 of the Act shall not apply to
such independent directors.
None of the independent directors will retire at the ensuing Annual
General Meeting of the Company.
8. Directors Responses on the Qualifications made by the Statutory
Auditors in the Auditors Report and by the Company Secretary in
Practice in Secretarial Audit Report:
1. Statutory Auditors:
"Qualification with reference to Debtor's Balances amounting to Rs.
14,69,117/-".
Explanation:
"The Company is pursuing the debtors for the amount specified by the
auditors and is confident to recover the same from them."
2. Secretarial Auditors:
"The Company has not appointed a Woman Director as per the provisions
of Section 149 of Companies Act, 2013 for the F.Y. 2014-15".
Explanation:
"As the company is BIFR Company and due to Sickness of the Company no
woman has came forward to act as Woman Director. And we had also wrote
a several letters to SEBI, BSE and MCA for suggesting any lady for
acting as Woman Director but there is no suggestions from aforesaid
departments. After a lot of struggles company had appointed Smt. Sudi
Vijaya Lakshmi as Woman Director to the Board. Therefore there is a
delay in the appointment and to comply the provisions of section 149 of
the Companies Act, 2013."
9. Deposits from the Public:
The Company has not accepted any deposits which cover under the Section
73 of the Companies Act, 2013.
10. Particulars of Loans, Guarantees or investments:
Loans, guarantees and investments covered under section 186 of the
Companies Act, 2013 from part of the notes to the financial statements
provided in this Annual Report.
11. Particulars of Contracts or arrangement made with related parties:
No contracts or arrangement made with related parties during the year
as per the Section 188(1) of the Companies Act, 2013.
12. Material changes and commitment affecting financial position
between the end of the financial year and date of report:
There is no material changes and commitment affecting financial
position between the end of the financial year 2014-15.
13. Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their Knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. They 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 and loss
of the company for that period.
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
iv. They have taken prepared the annual accounts on a going concern;
v. They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively;
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
14. Number of meetings of the Board:
Six(6) meetings of the board were held during the year. For details of
the meetings of the board, please refer to the corporate governance
report, which forms part of this report.
15. Declaration by independent directors:
The Company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013. That he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
16. Board Evaluation:
As required under the provisions of Schedule IV of the Companies Act,
2013 the performance evaluation of independent directors has been done
by the entire Board of Directors, excluding the director being
evaluated. The evaluation of all the directors and the Board as a whole
was conducted based on the criteria and framework adopted by the Board.
The Board approved the evaluation results as collated by the nomination
and remuneration committee.
None of the independent directors are due for re-appointment
17. Policy on director's appointment and remuneration and other
details.
The Company's policy on director's appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the director's
report.
18. Internal financial control systems and their adequacy.
The Internal Financial Control systems is explained in Management
Discussion Analysis
19. Audit Committee:
Your company has constituted the Audit Committee within the provisions
laid down in Section 177(2) of Companies Act, 2013 and read with the
provisions of clause 49 of listing agreement.
20. Disclosure As Per Sexual Harrassment Of Women At Workplace
(Prevention, Prohibition And Redressal) Act, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder.
21. Corporate Social Responsibility (CSR):
During the financial year 2014-15, the Corporate Social Responsibility
not applicable to Company.
22. Vigil Mechanism / Whistle Blower Policy:
The Company has a Whistle Blower Policy framed to deal with instance of
fraud and mismanagement, if any in the Group. The details of the Policy
are posted on the website of the Company i.e
http://www.ssorganics.co.in/
23. Nomination And Remuenration Policy
A committee of the Board named as "Nomination and Remuneration
Committee" has been constituted to comply with the provisions of
section 178, Schedule IV of the Companies Act and Clause 49 of the
Listing Agreement and to recommend a policy of the Company on
directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a
director and other matters and to frame proper systems for
identification, appointment of Directors & KMPs, Payment of
Remuneration to them and Evaluation of their performance and to
recommend the same to the Board from time to time. Nomination and
Remuneration Policy of the Company is posted on the website of the
Company i.e http://www.ssorganics.co.in/
24. Particulars Of Employees:
pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forming part of the Directors' Report for the
year ended March 31,2015
There are no employee in the Company who is drawing the remuneration
worth Rs. 5 lacs per month or Rs. 60 lacs per annum during the
financial year.
25. Auditors:
i. The Statutory Auditors of the Company, M/s. VDNR & Associates,
Chartered Accountants, retire at the conclusion of the forthcoming
Annual General Meeting and are eligible for re-appointment. The Audit
Committee and the Board recommended the re-appointment of M/s VDNR &
Associates, Chartered Accountants, as Statutory Auditors of the Company
for a period of two years.
ii. N. Vanitha of M/s. P.S. Rao & Associates, Practicing Company
Secretaries was appointed to conduct the secretarial audit of the
Company for the Financial Year 2014-15, as required under Section 204
of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for FY 2014-15 forms part of the Annual Report as Annexure II to
the Board's Report.
The Board has appointed N. Vanitha, P.S. Rao & Associates, Practicing
Company Secretaries, as secretarial auditors of the Company for the
financial year 2015-16.
iii. Extract of Annual Return:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return in the prescribed format in appended as
Annexure I.
26. Particulars of Employees:
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 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the Financial Year:
Executive Directors Ration to median
remuneration
V.N. Sunanda Reddy 13.25 Times
Sai Sudhakar Vankineni 11.92 Times
"The Company has not paid any remuneration to the non-executive
directors of the Company for the Financial Year 2014- 15."
b. The percentage increase in remuneration of each director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the
Financial Year:
Directors, CEO, CFO and Company Secretary % increase in remuneration
in the Financial Year
V.N. Sunanda Reddy -
Sai Sudhakar Vankineni -
Lokesh Agarwal -
"During the Financial Year 2014-15, there is no increase in the
remuneration of each director, chief executive officer, chief financial
officer, company secretary of the Company."
c. The Percentage increase in the median remuneration of employees in
the Financial Year: 15%
d. The number of permanent employees on the rolls of Company: 59
e. The explanation on the relationship between average increase in
remuneration and Company Performance:
On an average, employees at factory received an annual increase of 15%
in India. The individual increments varied from 14% to 16%, based on
individual performance.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of Key managerial personnel
(KMP) in FY 2015 48,65,806
Total Revenue 6,25,44,382
Remuneration of KMP's ( as % of Revenue) 7.78
Profit Before Tax ( PBT) (6,85,41,335)
Remuneration of KMP ( as % of PBT) (7.09)
g. Price Earnings Ratio as at the closing date of current financial
year and previous financial year:
Particulars March 31,2015 March 31,2014 % Change
Price Earnings Ratio (1 42) - (1 42)
h. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
Particulars Mr. V.N. Sunanda Reddy,
Managing Director
Remuneration in FY 2015 24,00,000
Revenue (Rs.)
Remuneration as % of revenue 3.837
Profit Before Tax (PBT)
Remuneration ( as % of PBT) (3.50)
Particulars Dr. Sai Sudhakar Vankineni,
Executive Director
Remuneration in FY 2015 21,60,000
Revenue (Rs.) 6,25,44,382
Remuneration as % of revenue 3.45
Profit Before Tax (PBT) (6,85,41,335)
Remuneration ( as % of PBT) (3.15)
Particulars Lokesh Agarwal,
Company Secretary
Remuneration in FY 2015 3,05,806
Revenue (Rs.)
Remuneration as % of revenue 0.49
Profit Before Tax (PBT)
Remuneration ( as % of PBT) (0.45)
i. The Ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: None.
j. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
27. Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo.
The particulars as prescribed under Sub-Section (3)(m) of Section 134
of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014, are enclosed as Annexure III to the Board's Report.
28. Acknowledgement:
Your Directors wish to express their gratitude to the central and state
government, investors, analysts, financial institutions, banks,
business associates and customers, the medical profession, distributors
and suppliers for their whole-hearted support. Your directors commend
all the employees of your company for their continued dedication,
significant contributions, hard work and commitment.
For S.S. Organics Limited
Sd/-
V.N. Sunanda Reddy
Chairman and Managing Director
Place: Hyderabad.
Date: 14.11.2015
Mar 31, 2014
The Members of
S.S. ORGANICS LIMITED
The Director''s are pleased to present the 21st Annual Re- port of the
Company together with the Audited Financial Statements for the year
ending 31st March, 2014.
FINANCIAL RESULTS
(Rs. In lacs)
For the year ending Previous period
31.03.2014 31.03.2013
(12 months) (12 months)
Total Income (270.37) --
Profit/ (Loss) before Financial
Expenses and Depreciation (322.93) (145.15)
Profit/ (Loss) after Financial
Expenses and Depreciation (410.00) (145.15)
(410.00) (145.15)
Less: Prior Year Adjustments - 21.81
Profit / (Loss) for the year
Before taxation. (410.00) (166.96)
Add: Deferred Tax (18.83) -
Profit / (Loss) after Tax (428.83) (166.96)
REVIEW OF OPERATIONS:
It was already brought to the notice of the share holders in the last
Annual General Meeting. that the present man- agement has infused more
than Rs. 429 Lacs for revival of the Company and restored all the
Machinery and Equip- ment. The entire cables, lights, transformer,
CTPT, MCC & PCC panels were totally replaced and completed renewal of
all the statutory licenses.
During the year the present management infused more than Rs. 215 Lacs
for revival of the Company and the total funds infused is more than Rs.
644 Lacs in the last two years.
The Company has started the production in ''A'' Block in the month of
August, 2013 and the present management has entered into contract
manufacturing work with M/s.
Aurobindo Pharma Limited for manufacturing of Ciprofloxacin.
The Company has revived the ''B'' Block and started its own production in
the month of August, 2014.
STATUS WITH BIFR:
The Hon''ble BIFR has circulated the MDRS on 27.01.2014 and the scheme
envisages infusion of fresh funds, reduc- tion of Paid-up Share Capital
and Issue of fresh Capital etc. The proceedings are pending with BIFR.
STEPS TAKEN FOR REVIVAL:
For revival of Company, the present management has taken lot of strains
not only to revive the factory but also for raising funds of Rs. 644
Lacs which was spent towards the revival in the last two years. The
total amount which was raised as loans from Directors & relatives is
Rs. 644 Lakhs is as per the MDRS.
After taking the possession of the factory, the present man- agement
has consulted various senior professionals for the revival of plant and
took-up the work of replacement of old machinery with the new machinery
and refurbishing of reactors and boilers as they got rusted and non
functioned due to non-maintenance.
The Company has also started its production process in the month of
August 2013. During the production process Company has faced teething
problems in the form of tech- nology, power shortage, frequent
maintenance etc,. Com- pany has consulted skilled and experience
professionals for scaling up the production. The process is giving
posi- tive results to Company.
DIRECTORS:
Mr. Vongumalli Gowtham Reddy was appointed as an Ad- ditional Directors
of the company w.e.f. 24th October, 2013.
A notice in writing under Section 160 read with 115 of the - Companies
Act, 2013, along with a deposit of Rs.1,00,000/ (Rupees One Lakh) a
member proposing his candidature for the office of Director of the
Company has been received to appoint as Director of the Company whose
period of office shall be determinable by retirement of Directors by
rotation.
Dr. D. Sadasiva Reddy, Director retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for
re-appointment.
Section 149, Sub-section (10) of the Companies Act, 2013 provides that
Independent Directors shall hold office for a term of upto five (5)
consecutive years on the Board of the Company and shall be eligible for
re-appointment for an- other term of upto five (5) years on passing a
special reso- lution by the shareholders of the Company. Sub-section
(11) states that no Independent Directors shall be eligible for more
than two consecutive terms of five years. Sub- section (13) states that
the provisions of retirement by ro- tation as defined in sub-sections
(6) and (7) of Section 152 of the Act shall not apply to such
Independent Direc- tors.
Mr. P. Rama Chandra Gupta was appointed as an Inde- pendent Director of
the Company pursuant to the provi- sions of the Companies Act, 1956,
and is retiring by rota- tion at the ensuing Annual General Meeting and
being eli- gible, offers himself for Re-appointment.
The Board of Directors propose to the members to ap- point all the
existing Independent Directors, viz. Sri. P. Rama Chandra Gupta, Sri.
N. Gangi Reddy, Sri. Appasani Ravi Kumar and Sri. Vidya Sagar
Devabhaktuni, as Inde- pendent Directors not liable to retire by
rotation, pursuant to Section 149 (10), 149 (11) & 149 (13) of the
Companies Act, 2013, for a period of Five years.
DIRECTORS'' RESPONSES ON THE QUALIFICATION MADE BY THE STATUTORY
AUDITORS IN THE AUDITORS REPORT:
Qualification with reference to Depreciation on Fixed Assets :
"Due to Mr. B. Subba Reddy''s illegal possession of the Company from
20th October, 2006, to 15th May, 2012, the present management was
neither in the possession of the Company nor any of the properties of
the Company. Dur- ing the illegal possession there was no production
and as a result of this the plant and machinery became unutilized.
After taking possession on 16th May, 2012, the present management has
taken repairs and maintenance work and upgraded the existing
facilities. Since 2006 to 2012 the Plant & Machinery was unutilized and
unproductive. The Company has not taken depreciation for equipment dur-
ing the above period because of this unutilization and non- functioning
the equipment for aforesaid period."
Qualification with reference to Debtor''s Balances amounting to Rs.
84,77,283/-:
"The Company is pursuing the debtors for the amount specified by the
auditors and is confident to recover the same from them".
PARTICULARS REQUIRED U/ S 217(2A) OF THE COM- PANIES ACT, 1956, R/ W
THE COMPANIES (PARTICU- LARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR
UNDER REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remunera- tion, during the
financial year 2013-2014, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Em- ployees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the Section
58A of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31st
March, 2014 the applicable Accounting Stan- dards have been followed.
ii. The Directors have 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 Company at the
end of the financial year ended 31st March, 2014 and of the profit and
loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
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
irregulari- ties and
iv. The Directors have prepared the annual accounts on a ''going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, the infor- mation is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the code
of Cor- porate Governance under Clause 49 of the Listing Agree- ment is
enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
The Statutory Auditors of the Company, M/s VDNR & As- sociates,
Chartered Accountants, retire at the conclusion of the forthcoming
Annual General Meeting and are eli- gible for re-appointment. The Audit
committee and the Board recommended the re-appointment of M/s VDNR &
Associates, Chartered Accountants, as Statutory Auditors of your
Company.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude to the Cen- tral and
State Governments, investors, analysts, financial institutions, banks,
business associates and customers, the medical profession, distributors
and suppliers for their whole-hearted support. Your Directors commend
all the employees of your Company for their continued dedica- tion,
significant contributions, hard work and commitment.
FOR S.S.ORGANICS LIMITED
Sd/-
V. N. SUNANDA REDDY
CHAIRMAN AND MANAGING DIRECTOR
Place : Hyderabad.
Date : 26.05.2014
Mar 31, 2013
To The Members of S.S. ORGANICS LIMITED
The Directors are pleased to present the 20th Annual Re- port of the
Company together with the Audited Financial Statements for the year
ending 31st March, 2013.
FINANCIAL RESULTS
(Rs. In lacs)
For the year ending Previous period
31.03.2013 31.03.2012
(12 months) (12 months)
Total Income
Profit/ (Loss) before Financial
Expenses and Depreciation (145.15) (23.59)
Profit/ (Loss) after Financial
Expenses and Depreciation (145.15) (23.59)
(145.15) (23.59)
Less/Add : Prior Year Adjustments 21.81
Profit / (Loss) for the year
Before taxation. (166.96) (23.59)
Less: Deferred Tax Liability
Profit / (Loss) after Tax (166.96) (23.59)
REVIEW OF OPERATIONS:
It was already brought to the notice of the share holders in the 6
AGM''s held on 04th May, 2013 that the unit suffered extensively due to
the illegal and forcibly occupation by Mr.B.Subba Reddy on 20th
October, 2006. In addition to the illegal occupation, Mr.B.Subba Reddy
started litigations in various forums.
The present management infused more than Rs. 429 Lacs for revival of
the company and restored all the Machinery and Equipment. The entire
cables, lights, transformer, CTPT, MCC & PCC panels are totally
replaced and brought back the company to working condition and
completed renewal of all the licenses.
Now the present management is entering into contract manufacturing work
with leading pharmaceutical compa- nies and going to commence the
production in the month of July, 2013.
The company is confident of resolving all the issues and to improve its
performance.
STATUS WITH BIFR:
The Hon''ble BIFR in its proceedings Dt. 21.05.2013 has directed IDBI
which is a Monitoring Agency to examine MDRS and to submit a
consolidated report to the BIFR.
The next hearing of BIFR is on 27.08.2013.
STEPS TAKEN FOR REVIVAL:
The present management conducted 14th to 19th AGM''s for the financial
years 2006-07 to 2011-12 and got the ap- provals of the audited results
and other resolutions from the share holders on 04-05-2013. After the
taking over the possession of the factory, the present management has
consulted various senior professionals for the revival of plant and
took-up the work of replacement of old machin- ery with the new
machinery and refurbishing of reactors and boilers as they got rust due
to non-maintenance. The Company has also successfully put under trail
runs of some part of machinery. For this revival, the management has
taken lot of strains to revive the factory and for raising funds. Rs.
4.29 Crores has been spent towards this revival up to 31-05-2013 which
was raised as loans from directors & relatives. It is further expected
to be incurred Rs. 2 Crores approximately for the total revival of
unit.
DIRECTORS:
During the year Dr. Sai Sudhakar Vankineni has been co- opted as an
Additional Director w.e.f. 13th February, 2013. A notice in writing
under Section 257 read with Section 190 of the said Act, along with a
deposit of Rs.500/- pro- posing his candidature for the office of
Director of the Com- pany, whose period of office shall not be
determinable by retirement of Directors by rotation.
Further the Company has received notices in writing un- der Section 257
read with Section 190 of the said Act, along with a deposit of Rs.500/-
proposing the candidatures of Sri Vidya Sagar Devabhaktuni, Sri.
Appasani Ravi Kumar, Sri Gowtham Reddy Vongumalli and Dr.Sumanth Simha
Vankineni for the office of Director of the Company, whose period of
office shall be determinable by retirement of Di- rectors by rotation.
Sri N.Gangi Reddy retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reap- pointment.
PARTICULARS REQUIRED U/ S 217(2A) OF THE COM- PANIES ACT, 1956, R/ W
THE COMPANIES (PARTICU- LARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR
UNDER REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remunera- tion, during the
financial year 2012-2013, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Em- ployees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the Section
58A of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31s1
March, 2013 the applicable Accounting Stan- dards have been followed.
ii. 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 Company at the
end of the financial year ended 31st March, 2013 and of the profit and
loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
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
irregulari- ties and
iv. The Directors have prepared the annual accounts on a ''going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, the infor- mation is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the code
of Cor- porate Governance under Clause 49 of the Listing Agree- ment is
enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
The Statutory Auditors of the Company, M/s VDNR & As- sociates,
Chartered Accountants, retire at the conclusion of the forthcoming
Annual General Meeting and are eli- gible for re-appointment. The Audit
committee and the Board recommended the re-appointment of M/s VDNR &
Associates, Chartered Accountants, as Statutory Auditors of your
Company.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude to the Cen- tral and
State Governments, investors, analysts, financial institutions, banks,
business associates and customers, the medical profession, distributors
and suppliers for their whole-hearted support. Your Directors commend
all the employees of your Company for their continued dedica- tion,
significant contributions, hard work and commitment.
For and on behalf of the Board of Directors
Sd/-
V. N. SUNANDAREDDY
CHAIRMAN
Place: Hyderabad.
Date : 29.05.2013
Mar 31, 2012
To The Members of S S ORGANICS LIMITED
The Directors are pleased to present the 19th Annual Report of the
Company together with the Audited financial State- ments for the year
ending 31st March, 2012
FINANCIAL RESULTS
(Rs. In lacs)
For the year ending Previous period
31.03.2012 31.03.2011
(12 months) (12 months)
Total Income - -
Profit/ (Loss) before Financial
Expenses and Depreciation (23.59) (15.05)
Profit/ (Loss) after Financial
Expenses and Depreciation (23.59) (15.05)
(23.59) (15.05)
Less : Prior Year Adjustments - -
Profit / (Loss) for the year
Before taxation. (23.59) (15.05)
Less: Deferred Tax Liability - -
FBT - -
Profit / (Loss) after Tax (23.59) (15.05)
OPERATIONS:
The dispute raised by erstwhile Director, namely Mr.B.Subba Reddy has
affected the company on various fronts viz. ex- pansion, availability
of working capital, own production and sales, tie-ups with large
companies etc., Further, the AP Pollution Control Board has issued
closure order of the fac- tory of the company on 19th November, 2005,
which the com- pany successfully got revoked on 10.02.2006. Again the
A.P.Pollution Control Board closed the unit on 15.04.2006 due to the
instigation by Mr. B. Subba Reddy, the then Di- rector. The
A.P.Pollution Control Board has not renewed the Consent For Operations
since 30.06.2006 to 22.10.2012. Mr. B. Subba Reddy has illegally and
forcibly occupied the company w.e.f. 20.10.2006. From the date of Mr.
B. Subba Reddy''s occupation (20.10.2006), there was no drug license,
no Consent For Operation from A.P.Pollution Control Board.
Mr. B. Subba Reddy committed number of statutory vio- lations. The
Company is under forcible and illegal occu- pation from 20.10.2006 to
15.05.2012.
All the operations of the Company came to standstill w.e.f. 20-10-2006
as the management of the Company was forc- ibly taken overby Mr.B.Subba
Reddy. Brief description of management dispute is as follows:
Mr.B.Subba Reddy has illegally and forcibly occupied the company w.e.f.
20.10.2006 under a pretext that he has been appointed as Managing
Director at the 13th Annual General Meeting which was conducted by him
on his own even though, Mr.V N.Sunanda Reddy was reappointed as
Managing Director at the properly held AGM on 20-10- 2006. Mr.B.Subba
Reddy illegally occupied the factory and other assets of the Company
till 15-05-2012 misrep- resenting himself as Managing Director.
An Extra Ordinary General Meeting was held under the observation of the
Advocate Observer appointed by the Hon''ble High Court of Andhra Pradesh
on 26.06.2011. At the said meeting all the resolutions unanimously as
pro- posed in the notice calling the meeting issued by Mr. V.N.
Sunanda Reddy were approved. It is worthwhile to note that the said
Extra Ordinary General Meeting was attended by shareholders holding
53,79,770 shares rep- resenting 52.73% of the total equity capital of
1,02,01,300 shares of SSOL. The Advocate Observer filed his report with
the Hon''ble High Court of Andhra Pradesh on 29.06.2011.
In a Company Petition No.14/2007 with Hon''ble Com- pany Law Board,
Additional Principle Bench, Chennai, has held all the acts of
Mr.B.Subba Reddy as null and void. Therefore, the Company is no way
responsible/ li- able for all acts, transactions, operations and other
fill- ings done by Mr.B.Subba Reddy during his illegal occu- pation.
Mr.B.Subba Reddy challenged the said Order of Hon''ble Company Law
Board in the Hon''ble High Court of A.P. which has been dismissed
upholding the Order of Hon''ble Company Law Board.
According to the said Orders the acts & transactions done, bank
accounts operated, various statutory returns filed misrepresenting the
facts by Mr.B.Subba Reddy during his illegal occupancy of factory are
null and void. Accordingly the Company is no way responsible or liable
for any of those acts or transactions or any other.
Mr.B.Subba Reddy has misappropriated some of the assets & funds and
brought the plant & equipment to a dilapidated condition without proper
usage and maintenance. Due to lack of proper security to the plant &
machinery valuable items have been removed. The Company has filed a
private criminal & civil complaint against Mr.B.Subba Reddy to re-
cover the damages caused to the Company.
In view of the above, financial statements have been pre- pared in all
material respects and in line of the Orders of Hon''ble Company Law
Board in the Company Petition No. 14/2007 by Mr.V N.Sunanda Reddy
whose, position as Man- aging Director has been upheld by the said
Order.
On 16.05.2012, Mr. V N Sunanda Reddy, the present Man- aging Director
has taken possession of the company and immediately started the revival
work. At the time of taking possession it was observed that the
machinery and equip- ment of the company are in dilapidated condition.
All the cables, transformer, CTPT, MCC & PCC panels are tam- pered. The
Auxiliary equipment of Reactors such as digital thermometers, Censors,
Push Button stands are removed / sold out. Similar is the fate of
Generators, Nitrogen Plant, Air Compressors, and (3) chilling plants.
At the time of tak- ing possession it is observed that the plant is
without any watch and ward staff. There is no stock of any raw
materials or finished goods. The same fact is also informed to Central
Excise Department vide our letter dated 16.05.2012. No statutory
records pertaining to Finance, Central Excise, sales and purchases,
Commercial Taxes, PF, ESI, Secretarial records etc, are available in
the company''s Registered Of- fice. The Registered Office is without
any watch and ward staff and without any records.
The present management infused more than Rs. 300 Lacs for revival of
the company and restored all the Machinery and Equipment. The entire
cables, lights, transformer, CTPT, MCC & PCC panels are totally
replaced and brought back the company to working condition and started
renewing all the licenses.
The present management displays photographs of plant machinery and
equiptment at the time of taking possession on 16-05-2012 and after
revival and restoration of the com- pany. The photos display the damage
done to the company during forcible and illegal occupation of the
company by Mr. B. Subba Reddy.
Now the present management is contemplating for contract manufacturing
work.
The company is confident of resolving all the issues and to improve its
performance.
STATUS WITH BIFR:
The Net worth of the company eroded as per the audited accounts as on
31.03.1996 and hence a reference was made to Hon''ble Board for
Industrial and Financial Re- construction (BIFR) as required under
Sections 15 of the Sick Industrial Companies (Special Provisions) Act,
1985 and registered as Case No. 91/97. IDBI was appointed as Operating
Agency. The Hon''ble BIFR sanctioned a Scheme for revival of sick
company (SSOL) vide its or- ders dt. 12.02.2002. The Board subsequently
sanctioned a modified scheme vide its order dt. 27.01.2005. The company
cleared the SBI and IDBI dues through One Time Settlement in 2002 and
2005 respectively.
Meanwhile on 20.10.2006, Mr. B. Subba Reddy, the then Director and
share holder of the Company illegally and forcibly occupied the
Company. Aggrieved by the actions of Mr. B. Subba Reddy, Mr. V. N.
Sunanda Reddy ap- proached the Hon''ble Company Law Board by filling
Com- pany Petition No: 14 of 2007. The Hon''ble Company Law Board vide
its Judgment dt. 14.08.2009 allowed Com- pany Petition and held that
all the actions of Mr. B. Subba Reddy are null and void. Mr. B. Subba
Reddy has chal- lenged the Hon''ble Company Law Board order by filling
a Company Application No: 22/09 before Hon''ble High Court of A.P. The
Company application was dismissed uphold- ing the orders of Hon''ble
Company Law Board on 22.02.2012. Mr. V. N. Sunanda Reddy has taken
re-pos- session of the company on 16.05.2012 and started reno- vation
of the company. The Civil Court at Sanga Reddy, Medak Dist, on a suit
filed by Mr. V. N. Sunanda Reddy in an interim order prohibited Mr. B.
Subba Reddy in in- terfering with the management of the company. These
fact were also reported to the Hon''ble BIFR.
The Hon''ble BIFR in its proceedings dt. 29.03.2012 di- rected IDBI
which is a Monitoring Agency to submit a comprehensive status report
along with its comments on the Company. The IDBI submitted its report
to BIFR on 21.09.2012.
The Company has already submitted a draft Revival Scheme indicating
that the present management is ready to induct upto Rs. 4,00,00,000/-
(Rupees Four Crores Only) for the revival of the company and requested
for several reliefs. The next hearing of BlFR is on 11.04.2013.
STEPS TAKEN FOR STATUTORY IRREGULARITIES COMMITTED BY MR.B.SUBBA REDDY
01. Mr.B.Subba Reddy purposefully has not conducted any AGM''s for
the Years 2006-2007, 2007-2008, 2008-2009, 2009-2010,2010-2011 and 2011
-12 as required under Sec- tion 166 of Companies Act, 1956 as he did
not have any majority share holders support. The Registrar of Compa-
nies has also served a notice for non-conducting AGM''s. Now the
present management has completed the audit of accounts and finalized
all the pending annual reports after taking over the possession of the
Company and hence the present AGM''s.
02. The Bombay Stock Exchange has suspended the company''s scrip on May
2012 for not filling the financial statements and requisite fee for the
last five years. The management had paid pending dues of Rs.1,09,000/-
on 03.06.2012 and submitted a detailed report with a request to revoke
the suspension. The matter is still pending.
03. The consent for operation granted byAP Pollution Con- trol Board
has lapsed on 30.06.2006 and has not been re- newed till date. The
Consent fee for the last 6 years was not paid by Mr.B.Subba Reddy. The
management has paid consent fee of Rs.3,86,228/- and obtained CFO on
23.10.2012.
04. The drug license issued byAP Drug administration has lapsed on
31.12.2006 and has not been renewed by Mr.B.Subba Reddy . On the
request of the management the Drug Inspection has been completed and
drug license will be issued shortly.
The power connection has been disconnected by AP Central Power
Distribution on 19-12-2009 for failure to clear the current dues and AP
central Power Distribution has adjusted the existing deposit of the
company and still Rs. 14.00 Lacs is due. The management has cleared the
dues and power was reconnected on 28.11.2012.
05. The two boiler licenses expired on 01-09-2008 and 01- 11 -2009
respectively and the Boiler licenses have been now renewed.
06. During the period of Mr.B.Subba Reddy''s management the Inspector
of Factories issued a demand notice for li- cense fee and as well as
for cancellation of factories li- cense. The management paid the
requisite fee and renewed the factories license on the Dt. 08.08.2012.
07. Mr.B.Subba Reddy has never insured the current and fixed assets of
the company. The present manage- ment has insured the company''s
assets on 14th Dec 2012 by paying premium of Rs.1,75,000/-
08. The ISO Certificate which was valid up to 22-09-2008 was not
renewed and even the WHO cGMP certificate is also lapsed. The present
management is taking steps for renewal of the said license.
09. The commercial tax department has served a final assessment orders
and subsequently attached the landed property of the company by its
orders dated 13- 04-2012, for an amount of Rs.227 lacs. It is informed
that Mr.B.Subba Reddy has not properly filed the re- turns and
submitted any C Forms. He has also not paid the tax deferment dues
during his tenure. Because of which several notices were given. After
taking posses- sion of the company on 16.05.2012 Mr.V N Sunanda Reddy
had addressed letter to Commissioner and Deputy Commissioner of
Commercial Taxes Department, to grant permission to submit C, F & H
Forms and requested to place the attachment orders in abeyance till the
ac- tual tax liability is arrived at. The Commissioner vide his letter
dt. 11.07.2012 allowed us to submit the statutory forms and all the
dues up to the cutoff date of the BIFR Scheme. After arriving at
revised tax liability we requested to allow to pay the tax dues in
monthly installments, the Deputy Commissioner has agreed in principle
for giving installments. We are in regular touch with Deputy Com-
missioner for revising the dues and for installments.
10. The Provident Fund commissioner has attached the immovable
property of the company vide its orders dated 05.01.2011 for non
payment of P.F. dues amounting to Rs. 15.40 lacs.
11. The ESI has also attached the immovable properties of the company
on Feb, 2010 for an amount of Rs.25.50 Lacs (Rs. 15.50 principle and
Rs. 10 Lacs as interest and penalty) for non-payment of ESI dues by
Mr.Subba Reddy. The management has filed an appeal before ESI Tribu-
nal and obtained stay orders.
12. The building tax to village Panchayath was not paid since 2006.
The special officer Aroor village Panchayat has served a notice on
27.07.2012 for a tax amount of Rs.5.00 Lacs. The present management has
requested for revision in the building tax and the matter is in the
process.
DIRECTORS
Mr. P. Ramachandra Gupta, Mr. N. Gangi Redddy, Mr. Y.V. Ratna Kumar
and Dr. D. Sadasiva Reddy as directors and Mr. V.N. Sunanda Reddy as
Managing Director were ap- pointed at the Extra-Ordinary General
Meeting held on 26th June, 2011 underthe observation of the Advocate
Observer appointed by the Hon''ble High Court of Andhra Pradesh on 26th
June, 2011.
Dr. D. Sadasiva Reddy and Mr. P. Ramachandra Gupta retire by rotation
at the ensuing Annual General Meeting and be- ing eligible offers
themselves for reappointment. Mr. Y.V. Ratna Kumar has expressed his
inability to continue as a director after the conclusion of the ensuing
Annual General Meeting for the financial year 2011-12. The Board placed
on record its appreciation to Mr. Y.V. Ratna Kumar for his valuable
service and guidance to the Company during his tenure.
PARTICULARS REQUIRED U/S 217(2A) OF THE COMPA- NIES ACT, 1956, R/W THE
COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR UNDER
REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remunera- tion, during the
financial year 2011-2012, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employ- ees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the section
58A of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31s1
March, 2012 the applicable Accounting Stan- dards have been followed.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and esti- mates that are
reasonable and prudent so as to give a true and fair view of the
Company at the end of the finan- cial year ended 31st March, 2012 and
of the profit and loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
maintenance of adequate accounting records in accordance with the
provisions of the Company Act, 1956 for safeguarding the assets of the
Company and for pre- venting and detecting fraud and other
irregularities and
iv. The Directors have prepared the annual accounts on a going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particu- lars in the Report of Board of
Directors) Rules, 1988, the information is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the
code of Cor- porate Governance under Clause 49 of the Listing Agree-
ment is enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
M/s. VDNR & Associates, Chartered Accountants have been appointed as
Staturoty Auditors of the Company to hold office until the conclusion
of Annual General Meet- ing to be held for the financial year 2011
-2012 at the ex- tra-ordinary general meeting held on 18 March, 2013.
As such M/s VDNR & Associates, Chartered Accoun- tants will continue to
hold office until the conclusion of Annual General Meeting to be held
for the year 2011-12.
ACKNOWLEDGEMENTS
Your Directors wish to exprerss their gratitude to the Central and
State Governments, investors, analysts, fi- nancial institutions,
banks, business associates and customers, the medical profession,
distributors and sup- pliers for their whole-hearted support. Your
Directors com- mend all the employee of your Company the their contin-
ued dedication, significant contributions, hard work and commitment.
For and on behalf of the Board of Directors
Sd /-
VN SUNANDA REDDY
Chairman
Place: Hyderabad.
Date: 28-03-2013
Mar 31, 2011
To The Members of S S ORGANICS LIMITED
The Directors are pleased to present the 18th Annual Report of the
Company together with the Audited financial State- ments for the year
ending 31st March, 2011
FINANCIAL RESULTS
(Rs. In lacs)
For the year ending Previous period
31.03.2011 31.03.2010
(12 months) (12 months)
Total Income - -
Profit/ (Loss) before Financial
Expenses and Depreciation (15.05) (15.55)
Profit/ (Loss) after Financial
Expenses and Depreciation (15.05) (15.55)
(15.05) (15.55)
Less : Prior Year Adjustments - -
Profit / (Loss) for the year
Before taxation. (15.05) (15.55)
Less: Deferred Tax Liability - -
FBT - -
Profit / (Loss) after Tax (15.05) (15.55)
OPERATIONS:
The dispute raised by erstwhile Director, namely Mr.B.Subba Reddy has
affected the company on various fronts viz. ex- pansion, availability
of working capital, own production and sales, tie-ups with large
companies etc., Further, the AP Pollution Control Board has issued
closure order of the fac- tory of the company on 19th November, 2005,
which the com- pany successfully got revoked on 10.02.2006. Again the
A.P.Pollution Control Board closed the unit on 15.04.2006 due to the
instigation by Mr. B. Subba Reddy, the then Di- rector. The
A.P.Pollution Control Board has not renewed the Consent For Operations
since 30.06.2006 to 22.10.2012. Mr. B. Subba Reddy has illegally and
forcibly occupied the company w.e.f. 20.10.2006. From the date of Mr.
B. Subba Reddy''s occupation (20.10.2006), there was no drug license,
no Consent For Operation from A.P.Pollution Control Board.
Mr. B. Subba Reddy committed number of statutory vio- lations. The
Company is under forcible and illegal occu- pation from 20.10.2006 to
15.05.2012.
All the operations of the Company came to standstill w.e.f. 20-10-2006
as the management of the Company was forc- ibly taken over by
Mr.B.Subba Reddy. Brief description of management dispute is as
follows:
Mr.B.Subba Reddy has illegally and forcibly occupied the company w.e.f.
20.10.2006 under a pretext that he has been appointed as Managing
Director at the 13th Annual General Meeting which was conducted by him
on his own even though, Mr.V N.Sunanda Reddy was reappointed as
Managing Director at the properly held AGM on 20-10- 2006. Mr.B.Subba
Reddy illegally occupied the factory and other assets of the Company
till 15-05-2012 misrep- resenting himself as Managing Director.
An Extra Ordinary General Meeting was held under the observation of the
Advocate Observer appointed by the Hon''ble High Court of Andhra
Pradesh on 26.06.2011. At the said meeting all the resolutions
unanimously as pro- posed in the notice calling the meeting issued by
Mr. V.N. Sunanda Reddy were approved. It is worthwhile to note that
the said Extra Ordinary General Meeting was attended by shareholders
holding 53,79,770 shares rep- resenting 52.73% of the total equity
capital of 1,02,01,300 shares of SSOL. The Advocate Observer filed his
report with the Hon''ble High Court of Andhra Pradesh on 29.06.2011.
In a Company Petition No. 14/2007 with Hon''ble Com- pany Law Board,
Additional Principle Bench, Chennai, has held all the acts of
Mr.B.Subba Reddy as null and void. Therefore, the Company is no way
responsible/ li- able for all acts, transactions, operations and other
fill- ings done by Mr.B.Subba Reddy during his illegal occu- pation.
Mr.B.Subba Reddy challenged the said Order of Hon''ble Company Law
Board in the Hon''ble High Court of A.P which has been dismissed
upholding the Order of Hon''ble Company Law Board.
According to the said Orders the acts & transactions done, bank
accounts operated, various statutory returns filed misrepresenting the
facts by Mr.B.Subba Reddy during his illegal occupancy of factory are
null and void. Accordingly the Company is no way responsible or liable
for any of those acts or transactions or any other.
Mr.B.Subba Reddy has misappropriated some of the assets & funds and
brought the plant & equipment to a dilapidated condition without proper
usage and maintenance. Due to lack of proper security to the plant &
machinery valuable items have been removed. The Company has filed a
private criminal & civil complaint against Mr.B.Subba Reddy to re-
cover the damages caused to the Company.
In view of the above, financial statements have been pre- pared in all
material respects and in line of the Orders of Hon''ble Company Law
Board in *he Company Petition No. 14/2007 byMr.VN.Sunanda Reddy whose,
position as Man- aging Director has been upheld by the said Order.
On 16.05.2012, Mr. V N Sunanda Reddy, the present Man- aging Director
has taken possession of the company and immediately started the revival
work. At the time of taking possession it was observed that the
machinery and equip- ment of the company are in dilapidated condition.
All the cables, transformer, CTPT, MCC & PCC panels are tam- pered. The
Auxiliary equipment of Reactors such as digital thermometers, Censors,
Push Button stands are removed / sold out. Similar is the fate of
Generators, Nitrogen Plant, Air Compressors, and (3) chilling plants.
At the time of tak- ing possession it is observed that the plant is
without any watch and ward staff. There is no stock of any raw
materials or finished goods. The same fact is also informed to Central
Excise Department vide our letter dated 16.05.2012. No statutory
records pertaining to Finance, Central Excise, sales and purchases,
Commercial Taxes, PF, ESI, Secretarial records etc, are available in
the company''s Registered Of- fice. The Registered Office is without
any watch and ward staff and without any records.
The present management infused more than Rs. 300 Lacs for revival of
the company and restored all the Machinery and Equipment. The entire
cables, lights, transformer, CTPT, MCC & PCC panels are totally
replaced and brought back the company to working condition and started
renewing all the licenses.
Now the present management is contemplating for contract manufacturing
work.
The company is confident of resolving all the issues and to improve its
performance.
STATUS WITH BIFR:
The Net worth of the company eroded as per the audited accounts as on
31.03.1996 and hence a reference was made to Hon''ble Board for
Industrial and Financial Re- construction (BIFR) as required under
Sections 15 of the Sick Industrial Companies (Special Provisions) Act,
1985 and registered as Case No. 91/97. IDBI was appointed as Operating
Agency. The Hon''ble BIFR sanctioned a Scheme for revival of sick
company (SSOL) vide its or- ders dt. 12.02.2002. The Board subsequently
sanctioned a modified scheme vide its order dt. 27.01.2005. The company
cleared the SBI and IDBI dues through One Time Settlement in 2002 and
2005 respectively.
Meanwhile on 20.10.2006, Mr. B. Subba Reddy, the then Director and
share holder of the Company illegally and forcibly occupied the
Company. Aggrieved by the actions of Mr. B. Subba Reddy, Mr. V. N.
Sunanda Reddy ap- proached the Hon''ble Company Law Board by filling
Com- pany Petition No: 14 of 2007. The Hon''ble Company Law Board vide
its Judgment dt. 14.08.2009 allowed Com- pany Petition and held that
all the actions of Mr. B. Subba Reddy are null and void. Mr. B. Subba
Reddy has chal- lenged the Hon''ble Company Law Board order by filling
a Company Application No: 22/09 before Hon''ble High Court of A.P. The
Company application was dismissed uphold- ing the orders of Hon''ble
Company Law Board on 22.02.2012. Mr. V. N. Sunanda Reddy has taken re-
possession of the company on 16.05.2012 and started renovation of the
company. The Civil Court at Sanga Reddy, Medak Dist, on a suit filed by
Mr. V. N. Sunanda Reddy in an interim order prohibited Mr. B. Subba
Reddy in interfering with the management of the company. These fact
were also reported to the Hon''ble BIFR.
The Hon''ble BIFR in its proceedings dt. 29.03.2012 di- rected IDBI
which is a Monitoring Agency to submit a comprehensive status report
along with its comments on the Company. The IDBI submitted its report
to BIFR on 21.09.2012.
The Company has already submitted a draft Revival Scheme indicating
that the present management is ready to induct upto Rs. 4,00,00,000/-
(Rupees Four Crores Only) for the revival of the company and requested
for several reliefs. The next hearing of BIFR is on 11.04.2013.
DIRECTORS
Mr. P. Ramachandra Gupta, Mr. N. Gangi Redddy, Mr. Y.V. Ratna Kumar
and Dr. D. Sadasiva Reddy as directors and Mr. V.N. Sunanda Reddy as
Managing Director were ap- pointed at the Extra-Ordinary General
Meeting held on 26th June, 2011 underthe observation of the Advocate
Observer appointed by the Hon''ble High Court of Andhra Pradesh on 26th
June, 2011.
Dr. D. Sadasiva Reddy and Mr. P. Ramachandra Gupta retire by rotation
at the ensuing Annual General Meeting and be- ing eligible offers
themselves for reappointment.
PARTICULARS REQUIRED U/S 217(2A) OF THE COMPA- NIES ACT, 1956, R/WTHE
COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR UNDER
REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remunera- tion, during the
financial year 2010-2011, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employ- ees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the section
58Aofthe Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31st
March, 2011 the applicable Accounting Stan- dards have been followed.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and esti- mates that are
reasonable and prudent so as to give a true and fair view of the
Company at the end of the finan- cial year ended 31st March, 2011 and
of the profit and loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
maintenance of adequate accounting records in accordance with the
provisions of the Company Act, 1956 for safeguarding the assets of the
Company and for pre- venting and detecting fraud and other
irregularities and
iv. The Directors have prepared the annual accounts on a going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particu- lars in the Report of Board of
Directors) Rules, 1988, the information is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the
code of Cor- porate Governance under Clause 49 of the Listing Agree-
ment is enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
M/s. VDNR & Associates, Chartered Accountants have been appointed as
Staturoty Auditors of the Company to hold office until the conclusion
of Annual General Meet- ing to be held for the financial year 2011
-2012 at the ex- tra-ordinary general meeting held on 18 March, 2013.
As such M/s VDNR & Associates, Chartered Accoun- tants will continue to
hold office until the conclusion of Annual Geneeral Meeting to be held
for the year 2011-12.
ACKNOWLEDGEMENTS
Your Directors wish to exprerss their gratitude to the Central and
State Governments, investors, analysts, fi- nancial institutions,
banks, business associates and customers, the medical profession,
distributors and sup- pliers for their whole-hearted support. Your
Directors com- mend all the employee of your Company the their contin-
ued dedication, significant contributions, hard work and commitment.
For and on behalf of the Board of Directors
Sd/-
VN SUNANDA REDDY
Chairman
Place: Hyderabad.
Date: 28-03-2013
Mar 31, 2010
The Directors are pleased to present the 17th Annual Report of the
Company together with the Audited financial Statements for the year
ending 31st March, 2010
FINANCIAL RESULTS
(Rs. In lacs)
For the year
ending Previous period
31.03.2010 31.03.2009
(12 months) (12 months)
Total Income - -
Profit/ (Loss) before Financial
Expenses and Depreciation (15.55) (20.65)
Profit/ (Loss) after Financial
Expenses and Depreciation (15.55) (20.65)
(15.55) (20.65)
Less : Prior Year Adjustments - -
Profit / (Loss) for the year
Before taxation. (15.55) (20.65)
Less: Deferred Tax Liability - -
FBT - 0.05
Profit / (Loss) after Tax (15.55) (20.70)
OPERATIONS:
The dispute raised by erstwhile Director, namely Mr.B.Subba Reddy has
affected the company on various fronts viz. expansion, availability
of working capital, own production and sales, tie-ups with large
companies etc., Further, the AP Pollution Control Board has issued
closure order of the factory of the company on 19th November, 2005,
which the company successfully got revoked on 10.02.2006. Again the
A.P.Pollution Control Board closed the unit on 15.04.2006 due to the
instigation by Mr. B. Subba Reddy, the then Di- rector. The
A.P.Pollution Control Board has not renewed the Consent For Operations
since 30.06.2006 to 22.10.2012. Mr. B. Subba Reddy has illegally and
forcibly occupied the company w.e.f. 20.10.2006. From the date of Mr.
B. Subba Reddy''s occupation (20.10.2006), there was no drug license,
no Consent For Operation from A.P.Pollution Control Board.
Mr. B. Subba Reddy committed number of statutory violations. The
Company is under forcible and illegal occu- pation from 20.10.2006 to
15.05.2012.
All the operations of the Company came to standstill w.e.f. 20-10-2006
as the management of the Company was forcibly taken over by Mr.B.Subba
Reddy. Brief description of management dispute is as follows:
Mr.B.Subba Reddy has illegally and forcibly occupied the company w.e.f.
20.10.2006 under a pretext that he has been appointed as Managing
Director at the 13th Annual General Meeting which was conducted by him
on his own even though, Mr.V N.Sunanda Reddy was reappointed as
Managing Director at the properly held AGM on 20-10- 2006. Mr.B.Subba
Reddy illegally occupied the factory and other assets of the Company
till 15-05-2012 misrepresenting himself as Managing Director.
An Extra Ordinary General Meeting was held under the observation of the
Advocate Observer appointed by the Humble High Court of Andhra
Pradesh on 26.06.2011. At the said meeting all the resolutions
unanimously as pro- posed in the notice calling the meeting issued by
Mr. V.N. Sunanda Reddy were approved. It is worthwhile to note that
the said Extra Ordinary General Meeting was attended by shareholders
holding 53,79,770 shares rep- resenting 52.73% of the total equity
capital of 1,02,01,300 shares of SSOL. The Advocate Observer filed his
report with the Humble High Court of Andhra Pradesh on 29.06.2011.
In a Company Petition No.14/2007 with Humble Company Law Board,
Additional Principle Bench, Chennai, has held all the acts of
Mr.B.Subba Reddy as null and void. Therefore, the Company is no way
responsible/ liable for all acts, transactions, operations and other
fillings done by Mr.B.Subba Reddy during his illegal occupation.
Mr.B.Subba Reddy challenged the said Order of Humble Company Law
Board in the Humble High Court of A.P. which has been dismissed
upholding the Order of Humble Company Law Board.
According to the said Orders the acts & transactions done, bank
accounts operated, various statutory returns filed misrepresenting the
facts by Mr.B.Subba Reddy during his illegal occupancy of factory are
null and void. Accordingly the Company is no way responsible or liable
for any of those acts or transactions or any other.
Mr.B.Subba Reddy has misappropriated some of the assets & funds and
brought the plant & equipment to a dilapidated condition without proper
usage and maintenance. Due to lack of proper security to the plant &
machinery valuable items have been removed. The Company has filed a
private criminal & civil complaint against Mr.B.Subba Reddy to re-
cover the damages caused to the Company.
In view of the above, finial statements have been pre- pared in all
material respects and in line of the Orders of Humble Company Law
Board in the Company Petition No. 14/2007 by Mr.V N.Sunanda Reddy
whose, position as Man- aging Director has been upheld by the said
Order.
On 16.05.2012, Mr. V N Sunanda Reddy, the present Man- aging Director
has taken possession of the company and immediately started the revival
work. At the time of taking possession it was observed that the
machinery and equipment of the company are in dilapidated condition.
All the cables, transformer, CTPT, MCC & PCC panels are tampered. The
Auxiliary equipment of Reactors such as digital thermometers, Censors,
Push Button stands are removed / sold out. Similar is the fate of
Generators, Nitrogen Plant, Air Compressors, and (3) chilling plants.
At the time of taking possession it is observed that the plant is
without any watch and ward staff. There is no stock of any raw
materials or finished goods. The same fact is also informed to Central
Excise Department vide our letter dated 16.05.2012. No statutory
records pertaining to Finance, Central Excise, sales and purchases,
Commercial Taxes, PF, ESI, Secretarial records etc, are available in
the company''s Registered Office. The Registered Office is without
any watch and ward staff and without any records.
The present management infused more than Rs. 300 Lacs for revival of
the company and restored all the Machinery and Equipment. The entire
cables, lights, transformer, CTPT, MCC & PCC panels are totally
replaced and brought back the company to working condition and started
renewing all the licenses.
Now the present management is contemplating for contract manufacturing
work.
The company is confident of resolving all the issues and to improve its
performance.
STATUS WITH BIFR.
The Net worth of the company eroded as per the audited accounts as on
31.03.1996 and hence a reference was made to Humble Board for
Industrial and Financial Re- construction (BIFR) as required under
Sections 15 of the Sick Industrial Companies (Special Provisions) Act,
1985 and registered as Case No. 91/97. IDBI was appointed as Operating
Agency. The Humble BIFR sanctioned a Scheme for revival of sick
company (SSOL) vide its or- ders dt. 12.02.2002. The Board subsequently
sanctioned a modified scheme vide its order dt. 27.01.2005. The company
cleared the SBI and IDBI dues through One Time Settlement in 2002 and
2005 respectively.
Meanwhile on 20.10.2006, Mr. B. Subba Reddy, the then Director and
share holder of the Company illegally and forcibly occupied the
Company. Aggrieved by the actions of Mr. B. Subba Reddy, Mr. V. N.
Sunanda Reddy approached the Humble Company Law Board by filling
Company Petition No: 14 of 2007. The Humble Company Law Board vide
its Judgment dt. 14.08.2009 allowed Com- pany Petition and held that
all the actions of Mr. B. Subba Reddy are null and void. Mr. B. Subba
Reddy has challenged the Humble Company Law Board order by filling
a Company Application No: 22/09 before Humble High Court of A.P The
Company application was dismissed upholding the orders of Humble
Company Law Board on 22.02.2012. Mr. V. N. Sunanda Reddy has taken re-
possession of the company on 16.05.2012 and started renovation of the
company. The Civil Court at Sanga Reddy, Medak Dist, on a suit filed by
Mr. V. N. Sunanda Reddy in an interim order prohibited Mr. B. Subba
Reddy in interfering with the management of the company. These fact
were also reported to the Humble BIFR.
The Humble BIFR in its proceedings dt. 29.03.2012 directed IDBI
which is a Monitoring Agency to submit a comprehensive status report
along with its comments on the Company. The IDBI submitted its report
to BIFR on 21.09.2012.
The Company has already submitted a draft Revival Scheme indicating
that the present management is ready to induct upto Rs. 4,00,00,000/-
(Rupees Four Crores Only) for the revival of the company and requested
for several reliefs. The next hearing of BIFR is on 11.04.2013.
DIRECTORS
Mr. P. Ramachandra Gupta, Mr. N. Gangi Redddy, Mr. Y.V. Ratna Kumar
and Dr. D. Sadasiva Reddy as directors and Mr. V.N. Sunanda Reddy as
Managing Director were ap- pointed at the Extra-Ordinary General
Meeting held on 26th June, 2011 under the observation of the Advocate
Observer appointed by the Humble High Court of Andhra Pradesh on 26th
June, 2011.
Dr. D. Sadasiva Reddy and Mr. P. Ramachandra Gupta retire by rotation
at the ensuing Annual General Meeting and being eligible offers
themselves for reappointment.
PARTICULARS REQUIRED U/S217(2A) OF THE COMPA- NIES ACT, 1956, R/ W THE
COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR UNDER
REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remuneration, during the
financial year 2009-2010, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the section
58Aofthe Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31st
March, 2010 the applicable Accounting Standards have been followed.
ii. 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 Company at the
end of the financial year ended 31st March, 2010 and of the profit and
loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
maintenance of adequate accounting records in accordance with the
provisions of the Company Act, 1956 for safeguarding the assets of the
Company and for pre- venting and detecting fraud and other
irregularities and
iv. The Directors have prepared the annual accounts on a going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, the information is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the code
of Corporate Governance under Clause 49 of the Listing Agreement is
enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
M/s. VDNR & Associates, Chartered Accountants have been appointed as
Statutory Auditors of the Company to hold office until the conclusion
of Annual General Meeting to be held for the financial year 2011-2012
at the extra-ordinary general meeting held on 18l March, 2013. As such
M/s VDNR & Associates, Chartered Accountants will continue to hold
office until the conclusion of Annual General Meeting to be held for
the year 2011 -12.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude to the Central and State
Governments, investors, analysts, financial institutions, banks,
business associates and customers, the medical profession, distributors
and sup- pliers for their whole-hearted support. Your Directors com-
mend all the employee of your Company the their continued dedication,
significant contributions, hard work and commitment.
For and on behalf of the Board of Directors
Sd/-
VN SUNANDA REDDY
Chairman
Place: Hyderabad.
Date: 28-03-2013
Mar 31, 2009
To The Members of S S ORGANICS LIMITED
The Directors are pleased to present the 16th Annual Report of the
Company together with the Audited financial State- ments for the year
ending 31st March, 2009.
FINANCIAL RESULTS
(Rs. In lacs)
For the year ending Previous period
31.03.2009 31.03.2008
(12 months) (12 months)
Total Income - -
Profit/ (Loss) before Financial
Expenses and Depreciation (20.65) (30.32)
Profit/ (Loss) after Financial
Expenses and Depreciation (20.65) (30.32)
(20.65) (30.32)
Less : Prior Year Adjustments - -
Profit / (Loss) for the year
Before taxation. (20.65) (30.32)
Less: Deferred Tax Liability - -
FBT 0.05 0.07
Profit / (Loss) after Tax (20.70) (30.39)
OPERATIONS:
The dispute raised by erstwhile Director, namely Mr.B.Subba Reddy has
affected the company on various fronts viz. ex- pansion, availability
of working capital, own production and sales, tie-ups with large
companies etc., Further, the AP Pollution Control Board has issued
closure order of the fac- tory of the company on 19th November, 2005,
which the com- pany successfully got revoked on 10.02.2006. Again the
A.P.Pollution Control Board closed the unit on 15.04.2006 due to the
instigation by Mr. B. Subba Reddy, the then Di- rector. The
A.P.Pollution Control Board has not renewed the Consent For Operations
since 30.06.2006 to 22.10.2012. Mr. B. Subba Reddy has illegally and
forcibly occupied the company w.e.f. 20.10.2006. From the date of Mr.
B. Subba Reddy''s occupation (20.10.2006), there was no drug license,
no Consent For Operation from A.P.Pollution Control Board. Mr. B.
Subba Reddy committed number of statutory vioations.
The Company is under forcible and illegal occupation from 20.10.2006 to
15.05.2012.
All the operations of the Company came to standstill w.e.f. 20-10-2006
as the management of the Company was forc- ibly taken over by
Mr.B.Subba Reddy. Brief description of management dispute is as
follows:
Mr.B.Subba Reddy has illegally and forcibly occupied the company w.e.f.
20.10.2006 under a pretext that he has been appointed as Managing
Director at the 13th Annual General Meeting which was conducted by him
on his own even though, Mr.V N.Sunanda Reddy was reappointed as
Managing Director at the properly held AGM on 20-10- 2006. Mr.B.Subba
Reddy illegally occupied the factory and other assets of the Company
till 15-05-2012 misrep- resenting himself as Managing Director.
An Extra Ordinary General Meeting was held under the observation of the
Advocate Observer appointed by the Hon''ble High Court of Andhra
Pradesh on 26.06.2011. At the said meeting all the resolutions
unanimously as pro- posed in the notice calling the meeting issued by
Mr. V.N. Sunanda Reddy were approved. It is worthwhile to note that
the said Extra Ordinary General Meeting was attended by shareholders
holding 53,79,770 shares rep- resenting 52.73% of the total equity
capital of 1,02,01,300 shares of SSOL. The Advocate Observer filed his
report with the Hon''ble High Court of Andhra Pradesh on 29.06.2011.
In a Company Petition No. 14/2007 with Hon''ble Com- pany Law Board,
Additional Principle Bench, Chennai, has held all the acts of
Mr.B.Subba Reddy as null and void. Therefore, the Company is no way
responsible/ li- able for all acts, transactions, operations and other
fill- ings done by Mr.B.Subba Reddy during his illegal occu- pation.
Mr.B.Subba Reddy challenged the said Order of Hon''ble Company Law
Board in the Hon''ble High Court of A.P. which has been dismissed
upholding the Order of Hon''ble of CLB.
According to the said Orders the acts & transactions done, bank
accounts operated, various statutory returns filed misrepresenting the
facts by Mr.B.Subba Reddy during his illegal occupancy of factory are
null and void. Accordingly the Company is no way responsible or liable
for any of those acts or transactions or any other.
Mr.B.Subba Reddy has misappropriated some of the assets & funds and
brought the plant & equipment to a dilapidated condition without proper
usage and maintenance. Due to lack of proper security to the plant &
machinery valuable items have been removed. The Company has filed a
private criminal & civil complaint against Mr.B.Subba Reddy to re-
cover the damages caused to the Company.
In view of the above, financial statements have been pre- pared in all
material respects and in line of the Orders of Hon''ble Company Law
Board in the Company Petition No. 14/2007 by Mr.V N.Sunanda Reddy
whose, position as Man- aging Director has been upheld by the said
Order.
On 16.05.2012, Mr. V N Sunanda Reddy, the present Man- aging Director
has taken possession of the company and immediately started the revival
work. At the time of taking possession it was observed that the
machinery and equip- ment of the company are in dilapidated condition.
All the cables, transformer, CTPT, MCC & PCC panels are tam- pered. The
Auxiliary equipment of Reactors such as digital thermometers, Censors,
Push Button stands are removed / sold out. Similar is the fate of
Generators, Nitrogen Plant, Air Compressors, and (3) chilling plants.
At the time of tak- ing possession it is observed that the plant is
without any watch and ward staff. There is no stock of any raw
materials or finished goods. The same fact is also informed to Central
Excise Department vide our letter dated 16.05.2012. No statutory
records pertaining to Finance, Central Excise, sales and purchases,
Commercial Taxes, PF, ESI, Secretarial records etc, are available in
the company''s Registered Of- fice. The Registered Office is without
any watch and ward staff and without any records.
*'' The present management infused more than Rs. 300 Lacs for revival of
the company and restored all the Machinery and Equipment. The entire
cables, lights, transformer, CTPT, MCC & PCC panels are totally
replaced and brought back the company to working condition and started
renewing all the licenses.
Now the present management is contemplating for contract manufacturing
work.
The company is confident of resolving all the issues and to improve its
performance.
STATUS WITH BIFR:
The Net worth of the company eroded as per the audited accounts as on
31.03.1996 and hence a reference was made to Hon''ble Board for
Industrial and Financial Re- construction (BIFR) as required under
Sections 15 of the Sick Industrial Companies (Special Provisions) Act,
1985 and registered as Case No. 91/97. IDBI was appointed as Operating
Agency. The Hon''ble BIFR sanctioned a Scheme for revival of sick
company (SSOL) vide its or- ders dt. 12.02.2002. The Board subsequently
sanctioned a modified scheme vide its order dt. 27.01.2005. The company
cleared the SBI and IDBI dues through One Time Settlement in 2002 and
2005 respectively.
Meanwhile on 20.10.2006, Mr. B. Subba Reddy, the then Director and
share holder of the Company illegally and forcibly occupied the
Company. Aggrieved by the actions of Mr. B. Subba Reddy, Mr. V. N.
Sunanda Reddy ap- proached the Hon''ble Company Law Board by filling
Com- pany Petition No: 14 of 2007. The Hon''ble Company Law Board vide
its Judgment dt. 14.08.2009 allowed Com- pany Petition and held that
all the actions of Mr. B. Subba Reddy are null and void. Mr. B. Subba
Reddy has chal- lenged the Hon''ble Company Law Board order by filling
a Company Application No: 22/09 before Hon''ble High Court of A.P The
Company application was dismissed uphold- ing the orders of Hon''ble
Company Law Board on 22.02.2012. Mr. V. N. Sunanda Reddy has taken re-
possession of the company on 16.05.2012 and started renovation of the
company. The Civil Court at Sanga Reddy, Medak Dist, on a suit filed by
Mr. V. N. Sunanda Reddy in an interim order prohibited Mr. B. Subba
Reddy in interfering with the management of the company. These fact
were also reported to the Hon''ble BIFR.
The Hon''ble BIFR in its proceedings dt. 29.03.2012 di- rected IDBI
which is a Monitoring Agency to submit a comprehensive status report
along with its comments on the Company. The IDBI submitted its report
to BIFR on 21.09.2012.
The Company has already submitted a draft Revival Scheme indicating
that the present management is ready to induct upto Rs. 4,00,00,000/-
(Rupees Four Crores Only) for the revival of the company and requested
for several reliefs. The next hearing of BIFR is on 11.04.2013.
DIRECTORS
Mr. P. Ramachandra Gupta, Mr. N. Gangi Redddy, Mr. Y.V. Ratna Kumar
and Dr. D. Sadasiva Reddy as directors and Mr. V.N. Sunanda Reddy as
Managing Director were ap- pointed at the Extra-Ordinary General
Meeting held on 26th June, 2011 under the observation of the Advocate
Observer appointed by the Hon''ble High Court of Andhra Pradesh on 26th
June, 2011.
Mr. N. Gangi Reddy and Y.V. Ratna Kumar retire by rotation at the
ensuing Annual General Meeting and being eligible offers themselves for
reappointment.
PARTICULARS REQUIRED U/S217(2A)OFTHE COMPA- NIES ACT, 1956, R/WTHE
COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR UNDER
REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remunera- tion, during the
financial year 2008-2009, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employ- ees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the section
58A of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31st
March, 2009 the applicable Accounting Stan- dards have been followed.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and esti- mates that are
reasonable and prudent so as to give a true and fair view of the
Company at the end of the finan- cial year ended 31st March, 2009 and
of the profit and loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
maintenance of adequate accounting records in accordance with the
provisions of the Company Act, 1956 for safeguarding the assets of the
Company and for pre- venting and detecting fraud and other
irregularities and
iv. The Directors have prepared the annual accounts on a going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particu- lars in the Report of Board of
Directors) Rules, 1988, the information is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the
code of Cor- porate Governance under Clause 49 of the Listing Agree-
ment is enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
M/s. VDNR & Associates, Chartered Accountants have been appointed as
Staturoty Auditors of the Company to hold office until the conclusion
of Annual General Meet- ing to be held for the financial year 2011-2012
at the ex- tra-ordinary general meeting held on 18th March, 2013. As
such M/s VDNR & Associates, Chartered Accoun- tants will continue to
hold office until the conclusion of Annual Geneeral Meeting to be held
for the year 2011 -12.
ACKNOWLEDGEMENTS
Your Directors wish to exprerss their gratitude to the Central and
State Governments, investors, analysts, fi- nancial institutions,
banks, business associates and customers, the medical profession,
distributors and sup- pliers for their whole-hearted support. Your
Directors com- mend all the employee of your Company the their contin-
ued dedication, significant contributions, hard work and commitment.
For and on behalf of the Board of Directors
Sd/-
VN SUNANDA REDDY
Chairman
Place: Hyderabad.
Date : 28-03-2013
Mar 31, 2008
To The Members of S S ORGANICS LIMITED
The Directors are pleased to present the 15th Annual Report of the
Company together with the Audited financial State- ments for the year
ending 31st March, 2008.
FINANCIAL RESULTS
(Rs. In lacs)
For the year ending Previous period
31.03.2008 31.03.2007
(12 months) (12 months)
Total Income - 296.74
Profit/ (Loss) before Financial
Expenses and Depreciation (30.32) (449.10)
Profit/ (Loss) after Financial
Expenses and Depreciation (30.32) (560.51)
(30.32) (560.51)
Less : Prior Year Adjustments - 0.43
Profit / (Loss) for the year
Before taxation. (30.32) (560.94)
Less: Deferred Tax Liability - 296.57
FBT 0.07 1.13
Profit / (Loss) after Tax (30.39) (858.64)
OPERATIONS:
The dispute raised by erstwhile Director, namely Mr.B.Subba Reddy has
affected the company on various fronts viz. ex- pansion, availability
of working capital, own production and sales, tie-ups with large
companies etc., Further, the AP Pollution Control Board has issued
closure order of the fac- tory of the company on 19th November, 2005,
which the com- pany successfully got revoked on 10.02.2006. Again the
A.P.Pollution Control Board dosed the unit on 15.04.2006 due to the
instigation by Mr. B. Subba Reddy, the then Di- rector. The
A.P.Pollution Control Board has not renewed the Consent For Operations
since 30.06.2006 to 22.10.2012. Mr. B. Subba Reddy has illegally and
forcibly occupied the company w.e.f. 20.10.2006. From the date of Mr.
B. Subba Reddy''s occupation (20.10.2006), there was no drug license,
no Consent For Operation from A.P.Pollution Control Board. Mr. B. Subba
Reddy committed number of statu- tory violations. The Company is under
forcible and illegal occupation from 20.10.2006 to 15.05.2012.
All the operations of the Company came to standstill w.e.f. 20-10-2006
as the management of the Company was forc- ibly taken over by
Mr.B.Subba Reddy. Brief description of management dispute is as
follows:
Mr.B.Subba Reddy has illegally and forcibly occupied the company w.e.f.
20.10.2006 under a pretext that he has been appointed as Managing
Director at the 13th Annual General Meeting which was conducted by him
on his own even though, Mr.V N.Sunanda Reddy was reappointed as
Managing Director at the properly held AGM on 20-10- 2006. Mr.B.Subba
Reddy illegally occupied the factory and other assets of the Company
till 15-05-2012 misrep- resenting himself as Managing Director.
An Extra Ordinary General Meeting was held under the observation of the
Advocate Observer appointed by the Hon''ble High Court of Andhra
Pradesh on 26.06.2011. At the said meeting all the resolutions
unanimously as pro- posed in the notice calling the meeting issued by
Mr. V.N. Sunanda Reddy were approved. It is worthwhile to note that
the said Extra Ordinary General Meeting was attended by shareholders
holding 53,79,770 shares rep- resenting 52.73% of the total equity
capital of 1,02,01,300 shares of SSOL. The Advocate Observer filed his
report with the Hon''ble High Court of Andhra Pradesh on 29.06.2011.
In a Company Petition No.14/2007 with Hon''ble Com- pany Law Board,
Additional Principle Bench, Chennai, has held all the acts of
Mr.B.Subba Reddy as null and void. Therefore, the Company is no way
responsible/ li- able for all acts, transactions, operations and other
fill- ings done by Mr.B.Subba Reddy during his illegal occu- pation.
Mr.B.Subba Reddy challenged the said Order of Hon''ble Company Law
Board in the Hon''ble High Court of A.P. which has been dismissed
upholding the Order of Hon''ble Company Law Board.
According to the said Orders the acts & transactions done, bank
accounts operated, various statutory returns filed misrepresenting the
facts by Mr.B.Subba Reddy during his illegal occupancy of factory are
null and void. Accordingly the Company is no way responsible or liable
for any of those acts or transactions or any other.
Mr.B.Subba Reddy has misappropriated some of the assets & funds and
brought the plant & equipment to a dilapidated condition without proper
usage and maintenance. Due to lack of proper security to the plant &
machinery valuable items have been removed. The Company has filed a
private criminal & civil complaint against Mr.B.Subba Reddy to re-
cover the damages caused to the Company.
In view of the above, financial statements have been pre- pared in all
material respects and in line of the Orders of Hon''ble Company Law
Board in the Company Petition No. 14/2007 by Mr.V N.Sunanda Reddy
whose, position as Man- aging Director has been upheld by the said
Order.
On 16.05.2012, Mr. V N Sunanda Reddy, the present Man- aging Director
has taken possession of the company and immediately started the revival
work. At the time of taking possession it was observed that the
machinery and equip- ment of the company are in dilapidated condition.
All the cables, transformer, CTPT, MCC & PCC panels are tam- pered. The
Auxiliary equipment of Reactors such as digital thermometers, Censors,
Push Button stands are removed / sold out. Similar is the fate of
Generators, Nitrogen Plant, Air Compressors, and (3) chilling plants.
At the time of tak- ing possession it is observed that the plant is
without any watch and ward staff. There is no stock of any raw
materials or finished goods. The same fact is also informed to Central
Excise Department vide our letter dated 16.05.2012. No statutory
records pertaining to Finance, Central Excise, sales and purchases,
Commercial Taxes, PF, ESI, Secretarial records etc, are available in
the company''s Registered Of- fice. The Registered Office is without
any watch and ward staff and without any records.
The present management infused more than Rs. 300 Lacs for revival of
the company and restored all the Machinery and Equipment. The entire
cables, lights, transformer, CTPT, MCC & PCC panels are totally
replaced and brought back the company to working condition and started
renewing all the licenses.
Now the present management is contemplating for contract manufacturing
work.
The company is confident of resolving all the issues and to improve its
performance.
STATUS WITH BIFR:
The Net worth of the company eroded as per the audited accounts as on
31.03.1996 and hence a reference was made to Hon''ble Board for
Industrial and Financial Re- construction (BIFR) as required under
Sections 15 of the Sick Industrial Companies (Special Provisions) Act,
1985 and registered as Case No. 91/97. IDBI was appointed as Operating
Agency. The Hon''ble BIFR sanctioned a Scheme for revival of sick
company (SSOL) vide its or- ders dt. 12.02.2002. The Board subsequently
sanctioned a modified scheme vide its order dt. 27.01.2005. The company
cleared the SBI and IDBI dues through One Time Settlement in 2002 and
2005 respectively.
Meanwhile on 20.10.2006, Mr. B. Subba Reddy, the then Director and
share holder of the Company illegally and forcibly occupied the
Company. Aggrieved by the actions of Mr. B. Subba Reddy, Mr. V. N.
Sunanda Reddy ap- proached the Hon''ble Company Law Board by filling
Com- pany Petition No: 14 of 2007. The Hon''ble Company Law Board vide
its Judgment dt. 14.08.2009 allowed Com- pany Petition and held that
all the actions of Mr. B. Subba Reddy are null and void. Mr. B. Subba
Reddy has chal- lenged the Hon''ble Company Law Board order by filling
a Company Application No: 22/09 before Hon''ble High Court of A.P. The
Company application was dismissed uphold- ing the orders of Hon''ble
Company Law Board on 22.02.2012. Mr. V. N. Sunanda Reddy has taken re-
possession of the company on 16.05.2012 and started renovation of the
company. The Civil Court at Sanga Reddy, Medak Dist, on a suit filed by
Mr. V. N. Sunanda Reddy in an interim order prohibited Mr. B. Subba
Reddy in interfering with the management of the company. These fact
were also reported to the Hon''ble BIFR.
The Hon''ble BIFR in its proceedings dt. 29.03.2012 di- rected IDBI
which is a Monitoring Agency to submit a comprehensive status report
along with its comments on the Company. The IDBI submitted its report
to BIFR on 21.09.2012.
The Company has already submitted a draft Revival Scheme indicating
that the present management is ready to induct upto Rs. 4,00,00,000/-
(Rupees Four Crores Only) for the revival of the company and requested
for several reliefs. The next hearing of BIFR is on 11.04.2013.
DIRECTORS
Mr. Y. Ramachandra Reddy, Mr. N. Gangi Redddy, Mr. Y.V. Ratna Kumar
and Dr. D. Sadasiva Reddy as directors and Mr. V.N. Sunanda Reddy as
Managing Director were ap- pointed at the Extra-Ordinary General
Meeting held on 26th June, 2011 under the observation of the Advocate
Observer appointed by the Hon''ble High Court of Andhra Pradesh on 26th
June, 2011.
Dr. D. Sadasiva Reddy and Mr. R Ramachandra Gupta retire by rotatiion
at the ensuing Annual General Meeting and be- ing eligible offers
themselves for reappointment.
PARTICULARS REQUIRED U/ S 217(2A) OF THE COMPA- NIES ACT, 1956, R/WTHE
COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR UNDER
REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remunera- tion, during the
financial year 2007-2008, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employ- ees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the section
58A of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31st
March, 2008 the applicable Accounting Stan- dards have been followed.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and esti- mates that are
reasonable and prudent so as to give a true and fair view of the
Company at the end of the finan- cial year ended 31st March, 2008 and
of the profit and loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
maintenance of adequate accounting records in accordance with the
provisions of the Company Act, 1956 for safeguarding the assets of the
Company and for pre venting and detecting fraud and other
irregularities and
iv. The Directors have prepared the annual accounts on a going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particu- lars in the Report of Board of
Directors) Rules, 1988, the information is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the
code of Cor- porate Governance under Clause 49 of the Listing Agree-
ment is enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
M/s. VDNR & Associates, Chartered Accountants have been appointed as
Staturoty Auditors of the Company t hold office until the conclusion of
Annual General Meet- ing to be held for the financial year 2011-2012 at
the ex- tra-ordinary general meeting held on 18th March, 2013. As such
M/s VDNR & Associates, Chartered Accoun- tants will continue to hold
office until the conclusion of Annual Geneeral Meeting to be held for
the year 2011-12.
ACKNOWLEDGEMENTS
Your Directors wish to exprerss their gratitude to the Central and
State Governments, investors, analysts, fi- nancial institutions,
banks, business associates and customers, the medical profession,
distributors and sup- pliers for their whole-hearted support. Your
Directors com- mend all the employee of your Company the their contin-
ued dedication, significant contributions, hard work and commitment.
For and on behalf of the Board of Directors
Sd/-
VN SUNANDA REDDY
Chairman
Place: Hyderabad.
Date: 28-03-2013
Mar 31, 2007
To The Members of S S ORGANICS LIMITED
The Directors are pleased to present the 14th Annual Report of the
Company together with the Audited financial State- ments for the year
ending 31st March, 2007.
FINANCIAL RESULTS
(Rs. In lacs)
For the year ending Previous period
31.03.2007 31.03.2006
(12 months) (12 months)
Total Income 296.74 1976.38
Profit/ (Loss) before Financial
Expenses and Depreciation (449.40) (75.36)
Profit/ (Loss) after Financial
Expenses and Depreciation (560.51) (178.41)
(560.51) (178.41)
Less : Prior Year Adjustments 0.43 0.46
Profit / (Loss) for the year
Before taxation. (560.94) (188.87)
Less: Deferred Tax Liability 296.57 62.45
FBT 1.13 2.06
Profit / (Loss) after Tax (858.64) (253.38)
OPERATIONS:
The dispute raised by erstwhile Director, namely Mr.B.Subba Reddy has
affected the company on various fronts viz. ex- pansion, availability
of working capital, own production and sales, tie-ups with large
companies etc., Further, the AP Pollution Control Board has issued
closure order of the fac- tory of the company on 19th November, 2005,
which the com- pany successfully got revoked on 10.02.2006. Again the
A.P.Pollution Control Board closed the unit on 15.04.2006 due to the
instigation by Mr. B. Subba Reddy, the then Di- rector. The
A.P.Pollution Control Board has not renewed the Consent For Operations
since 30.06.2006 to 22.10.2012. Mr. B. Subba Reddy has illegally and
forcibly occupied the company w.e.f. 20.10.2006. From the date of Mr.
B. Subba Reddy''s occupation (20.10.2006), there was no drug license,
no Consent For Operation from A.P.Pollution Control Board. Mr. B.
Subba Reddy committed number of statutory violations. The Company is
under forcible and illegal occupa- tion from 20.10.2006 to 15.05.2012.
All the operations of the Company came to standstill w.e.f. 20-10-2006
as the management of the Company was forc- ibly taken overby Mr.B.Subba
Reddy. Brief description of management dispute is as follows:
Mr.B.Subba Reddy has illegally and forcibly occupied the company w.e.f.
20.10.2006 under a pretext that he has been appointed as Managing
Director at the 13th Annual General Meeting which was conducted by him
on his own even though, Mr.V N.Sunanda Reddy was reappointed as
Managing Director at the properly held AGM on 20-10- 2006. Mr.B.Subba
Reddy illegally occupied the factory and other assets of the Company
till 15-05-2012 misrep- resenting himself as Managing Director.
An Extra Ordinary General Meeting was held under the observation of the
Advocate Observer appointed by the Hon''ble High Court of Andhra
Pradesh on 26.06.2011. At the said meeting all the resolutions
unanimously as pro- posed in the notice calling the meeting issued by
Mr. V.N. Sunanda Reddy were approved. It is worthwhile to note that
the said Extra Ordinary General Meeting was attended by shareholders
holding 53,79,770 shares rep- resenting 52.73% of the total equity
capital of 1,02,01,300 shares of SSOL. The Advocate Observer filed his
report with the Hon''ble High Court of Andhra Pradesh on 29.06.2011.
In a Company Petition No.14/2007 with Hon''ble Com- pany Law Board,
Additional Principle Bench, Chennai, has held all the acts of
Mr.B.Subba Reddy as null and void. Therefore, the Company is no way
responsible/ li- able for all acts, transactions, operations and other
fill- ings done by Mr.B.Subba Reddy during his illegal occu- pation.
Mr.B.Subba Reddy challenged the said Order of Hon''ble Company Law
Board in the Hon''ble High Court of A.P which has been dismissed
upholding the Order of Hon''ble Company Law Board.
According to the said Orders the acts & transactions done, bank
accounts operated, various statutory returns filed misrepresenting the
facts by Mr.B.Subba Reddy during his illegal occupancy of factory are
null and void. Accordingly the Company is no way responsible or liable
for any of those acts or transactions or any other.
Mr.B.Subba Reddy has misappropriated some of the as- sets & funds and
brought the plant & equipment to a dilapidated condition without proper
usage and maintenance. Due to lack of proper security to the plant &
machinery valu- able items have been removed. The Company has filed a
private criminal & civil complaint against Mr.B.Subba Reddy to recover
the damages caused to the Company.
In view of the above, financial statements have been pre- pared in all
material respects and in line of the Orders of Hon''ble Company Law
Board in the Company Petition No. 14/2007 by Mr.V N.Sunanda Reddy
whose, position as Man- aging Director has been upheld by the said
Order.
On 16.05.2012, Mr. V N Sunanda Reddy, the present Man- aging Director
has taken possession of the company and immediately started the revival
work. At the time of taking possession it was observed that the
machinery and equip- ment of the company are in dilapidated condition.
All the cables, transformer, CTPT, MCC & PCC panels are tam- pered. The
Auxiliary equipment of Reactors such as digital thermometers, Censors,
Push Button stands are removed / sold out. Similar is the fate of
Generators, Nitrogen Plant, Air Compressors, and (3) chilling plants.
At the time of tak- ing possession it is observed that the plant is
without any watch and ward staff. There is no stock of any raw
materials or finished goods. The same fact is also informed to Central
Excise Department vide our letter dated 16.05.2012. No statutory
records pertaining to Finance, Central Excise, sales and purchases,
Commercial Taxes, PF, ESI, Secretarial records etc, are available in
the company''s Registered Of- fice. The Registered Office is without
any watch and ward staff and without any records.
The present management infused more than Rs. 300 Lacs jor revival of
the company and restored all the Machinery and Equipment. The entire
cables, lights, transformer, CTPT, MCC & PCC panels are totally
replaced and brought back the company to working condition and started
renewing all the licenses.
Now the present management is contemplating for contract manufacturing
work.
The company is confident of resolving all the issues and to improve its
performance.
STATUS WITH BIFR:
The Net worth of the company eroded as per the audited accounts as on
31.03.1996 and hence a reference was made to Hon''ble Board for
Industrial and Financial Reconstruction (BIFR) as required under
Sections 15 of the Sick Indus- trial Companies (Special Provisions)
Act, 1985 and reg- istered as Case No. 91/97. IDBI was appointed as
Oper- ating Agency. The Hon''ble BIFR sanctioned a Scheme for revival
of sick company (SSOL) vide its orders dt. 12.02.2002. The Board
subsequently sanctioned a modi- fied scheme vide its order dt.
27.01.2005. The company cleared the SBI and IDBI dues through One Time
Settle- ment in 2002 and 2005 respectively.
Meanwhile on 20.10.2006, Mr. B. Subba Reddy, the then Director and
share holder of the Company illegally and forcibly occupied the
Company. Aggrieved by the actions of Mr. B. Subba Reddy, Mr. V. N.
Sunanda Reddy ap- proached the Hon''ble Company Law Board by filling
Com- pany Petition No: 14 of 2007. The Hon''ble Company Law Board vide
its Judgment dt. 14.08.2009 allowed Com- pany Petition and held that
all the actions of Mr. B. Subba Reddy are null and void. Mr. B. Subba
Reddy has chal- lenged the Hon''ble Company Law Board order by filling a
Company Application No: 22/09 before Hon''ble High Court of A.P The
Company application was dismissed uphold- ing the orders of Hon''ble
Company Law Board on 22.02.2012. Mr. V. N. Sunanda Reddy has taken re-
possession of the company on 16.05.2012 and started renovation of the
company. The Civil Court at Sanga Reddy, Medak Dist, on a suit filed by
Mr. V. N. Sunanda Reddy in an interim order prohibited Mr. B. Subba
Reddy in interfering with the management of the company. These fact
were also reported to the Hon''ble BIFR.
The Hon''ble BIFR in its proceedings dt. 29.03.2012 di- rected IDBI
which is a Monitoring Agency to submit a comprehensive status report
along with its comments on the Company. The IDBI submitted its report
to BIFR on 21.09.2012.
The Company has already submitted a draft Revival Scheme indicating
that the present management is ready to induct upto Rs. 4,00,00,000/-
(Rupees Four Crores Only) for the revival of the company and requested
for several reliefs. The next hearing of BIFR is on 11.04.2013.
DIRECTORS
Mr. Y. Ramachandra Reddy, E. Rama Subba Reddy and G. Chandra Mouliswar
Reddy have regisgned as direc- tors of the company w.e.f. 23.11.2006.
The Board places on record their appreciation for the valuable services
ren- dered by them during their tenure.
At the ensuing Annual General Meeting Sri. N. Gangi Reddy and Sri. Y.V.
Ratna Kumar retire by rotation being eligible offer themselves for
reappointment.
PARTICULARS REQUIRED U/ S 217(2A) OF THE COMPA- NIES ACT, 1956, R/ W
THE COMPANIES (PARTICU- LARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR
UNDER REVIEW ARE AS UNDER:
No employee of the Company was in receipt of remunera- tion, during the
financial year 2006-2007, in excess of the sum prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employ- ees) Rules 1975 as amended.
FIXED DEPOSITS
The Company has not accepted any deposits which cover under the section
58A of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your
Directors'' confirm that:
i. In preparation of annual accounts for the financial year ended 31st
March, 2007 the applicable Accounting Standards have been followed.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and esti- mates that are
reasonable and prudent so as to give a true and fair view of the
Company at the end of the finan- cial year ended 31st March, 2007 and
of the profit and loss of the Company for the year.
iii. The Directors have taken proper and sufficient care for their
maintenance of adequate accounting records in accordance with the
provisions of the Company Act, 1956 for safeguarding the assets of the
Company and for pre venting and detecting fraud and other
irregularities and
iv. The Directors have prepared the annual accounts on a going
concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, the information is given as Annexure to this
report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchanges. Report on Corporate
Governance including Auditor''s certificate on compliance with the
code of Cor- porate Governance under Clause 49 of the Listing Agree-
ment is enclosed as Annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the year under
review is annexed hereto and forms part of the Annual Report.
AUDITORS
M/s. VDNR & Associates, Chartered Accountants have been appointed as
Staturoty Auditors of the Company t hold office until the conclusion of
Annual General Meet- ing to be held for the financial year 2011-2012 at
the ex- tra-ordinary general meeting held on 18th March, 2013. As such
M/s VDNR & Associates, Chartered Accoun- tants will continue to hold
office until the conclusion of Annual Geneeral Meeting to be held for
the year 2011 -12.
ACKNOWLEDGEMENTS
Your Directors wish to exprerss their gratitude to the Central and
State Governments, investors, analysts, fi- nancial institutions,
banks, business associates and customers, the medical profession,
distributors and sup- pliers for their whole-hearted support. Your
Directors com- mend all the employee of your Company the their contin-
ued dedication, significant contributions, hard work and commitment.
For and on behalf of the Board of Directors
Sd/-
VN SUNANDA REDDY
Managing Director
Place: Hyderabad.
Date: 28-03-2013
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