To the members
The directors submit annual report of S.S. Organics Limited along with the auditedfinancial statement for the year ended March 312020.
1. Financial Results:
|S. No. Particulars || |
| ||2019-20 ||2018-19 |
|1 Gross Income ||177350704 ||208216388 |
|2 Less: Total Expenses ||236763442 ||243146677 |
|3 Profit before tax/Loss (1-2-3-4) ||(59412738) ||(34930289) |
|4 Less: Current Tax ||- ||- |
|5 Less: Deferred Tax ||(1532685) ||2390176 |
|6 Profit available for appropriations/Loss (5-7) ||(57880053) ||(32540112) |
|7 Balance carried forward/Loss ||(511497547) ||(453617495) |
2. REVIEW OF OPERATIONS:
The Promoters have already brought about Rs. 1696.03 lakhs (Rs. 678.25 lakhs during2012 to 2014 Rs. 456.60 lakhs in the year 2014-15 Rs. 301.07 lakhs in the year 2015-16Rs. 94.42lakhs in the year 2016-17 Rs. 22.57 lakhs in the year 2017-18 and Rs.126.00lakhsin the year 2018-19 and Rs.17.12 lakhs in the year 2019-20).
The Management is working on improving the financial position and is confident aboutthe future growth of the Company.
Your Directors did not recommend any dividend for the year 2019-20.
4. Transfer To Reserves:
Your Company has not transferred any amount to the general reserve.
Sri Muralidhar Rambatri retiring director at the ensuing 27th AGM and beingeligible offer himself for reappointment. The Board recommends the appointment of Sri.Nikil Reddy Pasya (DIN 08766589) Sri. Rajasekhar Reddy Puchakayala (DIN 08766520) Sri.Sandeep Kumar Reddy Kommidi (DIN 05319020) and Sri. Raghavender Rao Kanuganti (DIN08766586) for the consideration of the members of the company at the ensuing annualgeneral meeting. Brief details of Sri. Nikil Reddy Pasya (DIN 08766589) Sri. RajasekharReddy Puchakayala (DIN 08766520) Sri. Sandeep Kumar Reddy Kommidi (DIN 05319020) and Sri.Raghavender Rao Kanuganti (DIN 08766586) has been mentioned in the notice convening theAnnual General Meeting at "Information pursuant to the Listing Regulations andSecretarial Standards in respect of Appointment/ Re-appointment of Directors".
6. Deposits from the Public:
The Company has not accepted any deposits which cover under the Section 73 of theCompanies Act 2013.
7. Particulars of Loans Guarantees or investments:
Loans guarantees and investments covered under section 186 of the Companies Act 2013from part of the notes to the financial statements provided in this Annual Report.
8. Particulars of Contracts or arrangement made with related parties:
No contracts or arrangement made with related parties during the year as per theSection 188(1) of the Companies Act 2013.
9. Material changes and commitment affecting financial position between the end of thefinancial year and date of report:
There is no material changes and commitment affecting financial position between theends of the financial year 2019-20.
10. Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their Knowledge and ability confirm that:
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2019-20.
11. Number of meetings of the Board:
09 meetings of the board were held during the year. For details of the meetings of theboard please refer to the corporate governance report which forms part of this report.
12. Declaration by independent directors:
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013. That he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the Company underany scheme.
3. Neither the Managing Director nor the Whole-time Directors of the Company receivedany remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
5. No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year and date of report.
Your Directors further state that during the year under review there were no casesfiled/registered pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
14. Related Party Transactions: Nil
15. Board Evaluation:
As required under the provisions of Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors has been done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard. The Board approved the evaluation results as collated by the nomination andremuneration committee.
16. Policy on director's appointment and remuneration and other details.
The Company's policy on director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the director's report.
17. Internal financial control systems and their adequacy.
The Internal Financial Control systems are explained in Management Discussion Analysis.
18. Corporate Social Responsibility(CSR):
During the year under review the Company did not fall under provisions of section 135read with Schedule VII of the Companies Act 2013. Hence the Company has not made anycontributions to towards CSR Activities.
19. Vigil Mechanism:
In pursuance to the provisions of section 177 of the Companies Act 2013 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a VigilMechanism for Directors and Employees to report genuine concerns has been established.This mechanism enables the Whistle Blower to make protected disclosures to the Chairman ofthe Audit Committee.
20. Audit Committee:
Your company has constituted the Audit Committee within the provisions laid down inSection 177(2) of Companies Act 2013 and read with the regulation 18 of SEBI (LODR)2015.
21. Extract of Annual Return:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format in appended as Annexure I.
22. Conservation of energy research and development technology absorption foreignexchange earnings and outgo.
The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure II tothe Board's Report.
23. Nomination And Remuneration Policy:
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 Schedule IV of theCompanies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. As recommended by the Committee the Board adopted a policy on Directors' appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters to frame proper systems for identificationappointment of Directors & KMPs Payment of Remuneration Evaluation of theirperformance. Nomination and Remuneration Policy of the Company is enclosed herewith asAnnexure - III
24. Corporate Governance Report:
Your Company has complied with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A Report on Corporate Governance includingAuditor's Certificate on compliance with the code of Corporate Governance is enclosed asAnnexure-V to this report.
25. Management Discussion and Analysis:
A brief note on the Management discussion and analysis for the year is enclosed asAnnexure - VI to this report.
i. The Statutory Auditors of the Company M/s. M/S. Gowri Shankar & AssociatesChartered Accountants (Firm Registration No.015625S) Chartered Accountants who were toappointed as the Statutory Auditors of the Company till the conclusion of 29thAnnual General Meeting.
ii. N. Vanitha of M/s. P.S. Rao & Associates Practicing Company Secretaries wasappointed to conduct the secretarial audit of the Company for the Financial Year 2019-20as required under Section 204 of the Companies Act 2013 and Rules there under. TheSecretarial Audit Report for FY 2019-20 forms part of the Annual Report as Annexure VI tothe Board's Report.
Management replies on observation raised by Secretarial auditor in Secretarial auditreport:
|S. No. Observations ||Replies |
|1 162 days delay in furnishing the Shareholding pattern for Quarter ended March 2019 ||As discussed and informed by the management the company due to administrative reasons could not comply and has complied the same on 30.09.2019. |
|2 71 days delay in furnishing the Shareholding pattern for Quarter ended June 2018 ||As discussed and informed by the management the company due to administrative reasons could not comply and has complied the same on 30.09.2019. |
|3 delay in furnishing the Investor Complaints is still continuing even on the date of giving this report for Quarter ended March 2019 ||As discussed and informed by the management the company due to administrative reasons could not comply. |
|4 delay in furnishing the Investor Complaints is still continuing even on the date of giving this report for Quarter ended March 2019 ||As discussed and informed by the management the company due to administrative reasons could not comply. |
|5 160 days delay in furnishing the Reconciliation Share Capital Audit for Quarter ended March 2019 ||As discussed and informed by the management the company due to administrative reasons could not comply and has complied the same on 07.10.2019. |
|6 69 days delay in furnishing the Reconciliation Share Capital Audit for Quarter ended June 2019 ||As discussed and informed by the management the company due to administrative reasons could not comply and has complied the same on 07.10.2019. |
|7 delay in furnishing the Investor Complaints is still continuing even on the date of giving this report for Quarter ended March 2019 ||As discussed and informed by the management the company due to administrative reasons could not comply. |
|8 delay in furnishing the Investor Complaints is still continuing even on the date of giving this report for Quarter ended March 2019 ||As discussed and informed by the management the company due to administrative reasons could not comply. |
|9 Beyond 2 working days from the date of change in content ||As discussed and informed by the management the company due to administrative reasons could not comply. |
|10 delay in appointment of Company Secretary from 24.10.2018 till 31.03.2020 and the delay in compliance is still continuing even on this date of giving the report ||As discussed and informed by the management the company due to administrative reasons could not comply. |
|11 Delay in payment of fees after 30th April every year. ||As discussed and informed by the management the company due to administrative reasons could not comply. |
Under Companies Act 2013:
1. Management done not want to raise additional capital so the resolution passedwas altered.
27. Particulars of Employees:
The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year:
|Directors ||Ration to median remuneration |
|Dr. Sai Sudhakar Vankineni ||0 times |
|Sri Muralidhar Rambathri ||0 times |
|Sri Gunreddy Krishna Reddy ||0 times |
"The Company has not paid any remuneration to the non-executive directors of theCompany for the Financial Year 2019-20."
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the Financial Year: During the FinancialYear 2019-20 there is no increase in the remuneration of each director chief executiveofficer chief financial officer company secretary of the Company."
c. The Percentage increase in the median remuneration of employees in the FinancialYear: ZERO
d. The number of permanent employees on the rolls of Company: 145.
e. The explanation on the relationship between average increase in remuneration andCompany Performance:
Rs.1500/- increase in factory employees and Individual increments valid from Rs.1000/-to Rs. 15000/- based on individual performance.
f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
|Aggregate remuneration of Key managerial personnel (KMP) in FY 2019-20 ||0 |
|Total Revenue ||177350704 |
|Remuneration of KMP's ( as % of Revenue) ||0 |
|Profit Before Tax ( PBT) ||(59412738) |
|Remuneration of KMP ( as % of PBT) ||0 |
g. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:
|Particulars ||Dr. Sai Sudhakar Vankineni Executive Director ||Sri Muralidhar Rambathri Executive Director ||G Krishna Reddy Executive Director |
|Remuneration in FY 2019-20 ||0 ||0 ||0 |
|Revenue (Rs.) ||177350704 || || |
|Remuneration as % of revenue ||0 ||0 ||0 |
|Profit Before Tax (PBT) ||(59412738) || || |
|Remuneration ( as % of PBT) ||0 ||0 ||0 |
h. The Ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.
i. 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.
Your Directors wish to express their gratitude to the central and state governmentinvestors analysts financial institutions banks business associates and customers themedical profession distributors and suppliers for their whole-hearted support. Yourdirectors commend all the employees of your company for their continued dedicationsignificant contributions hard work and commitment.
For and on behalf of the Board For S.S. Organics Limited
|Place: Hyderabad Date: 5th December 2020 ||Sd/- Dr. Sai Sudhakar Vankineni Chairman and Managing Director |