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SS Organics
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Directors Report Year End : Mar '12    « Mar 06
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
Source : Dion Global Solutions Limited
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