Oxygenta Pharmaceutical Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors have pleasure in presenting before you the 32nd Boards'' Report of the Company together with the
Audited Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2025 has been as under:

Particulars	Amounts
	2024-25	2023-24
Revenue from operations	10929.86	3964.21
Other income	130.91	4.24
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(868.56)	(965.41)
Less: Depreciation/ Amortization/ Impairment	178.16	159.39
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(1046.72)	(1124.8)
Less: Finance Costs	361.42	266.07
Profit /loss before Exceptional items and Tax Expense	(1408.14)	(1390.87)
Add/(less): Exceptional items	27.00	(3.70)
Profit /loss before Tax Expense	(1435.14)	(1387.17)
Less: Tax Expense (Current & Deferred)	(405.31)	(1 ,039.24)
Profit /loss for the year (1)	(1029.83)	(347.93)
Total Comprehensive Income/loss (2)	(1040.56)	(340.82)
Total (1 2)	(2070.39)	(688.75)

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was Rs. 11060.77 Lakhs as against
total revenue of Rs. 3968.45 Lakhs for the previous financial year. The company incurred a net loss of Rs.
1,029.83 Lakhs for the financial year 2024-25 as against the net loss of Rs. 347.93 Lakhs for the previous
year.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and/ or the operational performance have with the related aspects if
any, is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and forms part of this Report. The Management Discussion and Analysis report is attached herewith
as Annexure - V

2. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve for the financial year ended March
31st, 2025.

4. DIVIDEND:

Based on Company''s performance the directors of the Company have decided not to recommend any
dividend for the year 2024-25 and also had not declared any dividend during the period under the review.

3. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of
Business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS:

As prescribed under Section 134(3) of the Act, there have been no material changes and commitments
affecting the financial position of your Company which occurred between the end of the financial year of the
Company and date of this report, except as disclosed elsewhere in report.

6. CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under the review the Company does not have any Subsidiaries / Associates/ Joint
Ventures. However, Virupaksha Organics Limited has become the Holding Company of the Company w.e.f.
20.06.2025 by virtue of an open offer after complying with the provisions of SEBI (Substantial Acquisition of
Shares and Takeover) Regulations, 2015.

7. FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT
VENTURES:

During the period under the review the since the Company does not have any Subsidiaries / Associates/
Joint Ventures this is will not be applicable.

8. SHARE CAPITAL:

During the period under the review there were following changes that took place in the Authorised Share
capital and Paid-up Share Capital of the Company:

Authorised Share Capital:

The authorised share capital of the Company increased from Rs. 35,00,00,000/- (Rupees Thirty-Five Crore
Only) divided into 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to
Rs.37,50,00,000/- (Rupees Thirty-Seven Crores Fifty Lakhs Only) divided into 3,75,00,000 (Three Crore
Seventy-Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each ranking pari passu in all respect with the
existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

Paid-up Share Capital:

The issued, subscribed and paid-up share capital of the Company has increased from Rs. 33,48,35,000/-
(Rupees Thirty-Three Crores Forty-Eight Lakhs Thirty-Five Thousand Only) divided into 3,34,83,500 (Three
Crores Thirty-Four Lakhs Eighty-Three Thousand Five Hundred Only) Equity Shares of Rs.10/- (Rupees Ten
Only) each to Rs. 36,98,35,000/- (Rupees Thirty-Six Crores Ninety-Eight Lakhs Thirty-Five Thousand Only)
divided into 3,69,83,500 (Three Crores Sixty-Nine Lakhs Eighty-Three Thousand Five-Hundred Only) Equity
Shares of Rs. 10/- (Rupees Ten Only) each. The share capital was increased pursuant to allotment of equity
shares on preferential basis as detailed below:

• The Company issued and allotted 20,00,000 (Twenty Lakhs Only) Equity Shares at the issue price of
Rs.16/- (Rupees Sixteen Only) per share including a premium of Rs.6/- (Rupees Six Only) per share on
preferential basis in the Board meeting dated 21st May, 2024.

• The Company allotted 10,00,000 (Ten Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a
price of Rs. 15/- (Rupees Fifteen Only) (including premium of Rs.5/- per share) upon conversion of
convertible warrants on receipt of the requisite pending amount in the Board meeting dated 16th October,
2024.

• The Company further allotted 5,00,000 (Five Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each
at a price of Rs. 15/- (Rupees Fifteen Only) each (including a premium of Rs.5/-) upon conversion of
convertible warrants on receipt of the requisite pending amount in the Board meeting dated 18th October,
2024.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under the review and as on the date of this annual report following are the changes in the
directors and key managerial personnels as detailed below:

Appointments:

• Mrs. Aakanksha Sachin Dubey (DIN: 08792778) was appointed as an Additional Director (Independent
Category) of the Company w.e.f. 05.09.2024;

• Mr. Balasubba Reddy Mamilla (DIN: 01998852) was appointed as an Additional Director (Executive
Category) of the Company w.e.f. 20.06.2025;

• Mr. Chandra Mouliswar Reddy Gangavaram (DIN: 00046845) was appointed as an Additional Director
(Executive Category) of the Company w.e.f. 20.06.2025;

• Mr. Sidda Reddy Kanuparthi (DIN: 07156289) was appointed as an Additional Director (Independent
Category) of the Company w.e.f. 20.06.2025;

• Mrs. Vedavathi Gangavaram (DIN: 02870966) was appointed as an Additional Director (Non-Independent
Category) of the Company w.e.f. 20.06.2025;

• Mr. Veera Reddy Arava (DIN: 10832178) was appointed as an Additional Director (Independent Category)
of the Company w.e.f. 20.06.2025;

• Mrs. Sharvari Swapnil Shinde (DIN: 11149764) was appointed as an Additional Director (Independent
Category) of the Company w.e.f. 20.06.2025;

• Ms. Kumkum Bajaj appointed as the Company Secretary & Compliance Officer of the Company w.e.f.
14.08.2025.

Resignation:

• Mr. Vidya Sagar Devabhaktuni (DIN: 05317783) retired and resigned from his position as an
Independent - Non-Executive Director owing to the completion of his tenure of two (2) terms of Five (5)
consecutive years as an independent director in the Company w.e.f. 01.10.2024;

• Mrs. Padmaja Surapureddy (DIN: 05358127) resigned from his position as an Independent - Non¬
Executive Director of the Company w.e.f. 20.06.2025;

• Mr. Bharath Reddy Guntuku (DIN: 09737242) resigned from his position as an Independent - Non¬
Executive Director of the Company w.e.f. 20.06.2025;

• Mrs. Aakanksha Sachin Dubey (DIN: 08792778) resigned from her position as an Independent - Non¬
Executive Director of the Company w.e.f. 20.06.2025;

• Mr. Raghavender Rao Kanuganti (DIN: 08766586) resigned from his position as an Executive Director of
the Company w.e.f. 20.06.2025;

• Mr. Sunil Vishram Chawda (DIN: 02369151) resigned from his position as an Executive Director of the
Company w.e.f. 20.06.2025;

• Mrs. Sravani Reddy Gantla (DIN: 08809876) resigned from her position as an Executive Director of the
Company w.e.f. 20.06.2025.

• Ms. Dolly Mandhan resigned from her position as the Company Secretary & Compliance Officer of the
Company w.e.f. 14.08.2025

• Mr. Vankineni Sai Sudhakar resigned from his position as Managing Director and Chief Financial Officer of
the Company w.e.f. 18.08.2025.

• Mr. Sanagari Kondal Reddy resigned from his position as an Independent Director of the Company w.e.f.
18.08.2025.

10. OPEN OFFER:

During the period under the review and as on the date of the report the public shareholders of the Company
have received Two (2) open offers as detailed below:

Open Offer by Mr. M V S Prasad Reddy (Acquirer):

In terms of the Share Purchase Agreement dated 08th April, 2024 entered into between Mr. K Raghavender Rao
(One of the “Promoter” of the Company) and Mr. M V S Prasad Reddy (“Acquirer”) it was agreed by the Promoter
to sell 8,00,000 shares with 2.16% voting rights in the Company and similarly based on the Memorandum of
Understanding (MoU) dated 08th April, 2024 it was agreed by the non-promoters i.e. Qemiq Pharma Private
Limited and Mrs. Vustala Puspalatha (“Non-Promoters” of the Company) to sell the Acquirer 39,52,600 equity
shares with 10.69% of voting rights and 30,00,000 equity shares with 8.11% of voting rights and a separate
allotment issue and allotment of 17,00,000 equity shares directly from the Company total aggregating 94,52,600
equity shares with 25.26% of voting rights triggering the limit to the open offer under SAST Regulations.

Accordingly, the Acquirer had decided and announced an open offer to acquire upto 96,16,000 equity shares
having face value of Rs.10/- (Rupees Ten Only) each at a price of Rs.16/- (Rupees Sixteen Only) which
represented 26% of the merging voting capital aggregating to a total consideration of Rs. 15,38,56,000/-
(Rupees Fifteen Crores Thirty-Six Lakhs Fifty-Six Thousand Only). Following which the complete proceeds of
the takeover was complied by issuing a detailed public statement on 18th April, 2024 then a Draft Letter of Offer
dated 25th April, 2024 then the final letter of offer dated 01st August, 2024 and the Pre offer Advertisement and
post offer advertisements all within the statutory timelines. Hence, the offer was completed with the post offer
public announcement dated 06th September, 2024 which resulted in the following changes in the Company/
Target Company:

Promoters Prior to this Open Offer	Promoters Post to this Open Offer
Sai Sudhakar Vankineni	Sai Sudhakar Vankineni
Snigdha Vankineni	Snigdha Vankineni
Sumanth Simha Vankineni	Sumanth Simha Vankineni
Jhansi Rani vankineni	Jhansi Rani Vankineni
Sadasiva Reddy Devagudi	Sadasiva Reddy Devagudi
Sunil Vishram Chawda	Sunil Vishram Chawda
Manoj Sunil Chawda	Manoj Sunil Chawda
Aakanksha M Chawda	Aakanksha M Chawda
K. Raghavender Rao	K. Raghavender Rao
--	M V S Prasad Reddy
--	Amigos Molecular Solutions Private Limited
--	Rachamallu Aparna

In terms of the Share Purchase Agreement dated 30th September, 2024 entered into between the Promoters and
the Virupaksha Organics Limited (the “Acquirer”) and Chandra Mouliswar Reddy Gangavaram, Balasubba
Reddy Mamilla, Chandrasekhar Reddy Gangavaram and Vedavathi Gangavaram ( the Deemed PACs”) it was
agreed by the Promoter(s)/ Promoter Group to sell 1,56,41,400 shares with 42.29% voting rights in the Company
and similarly based on the Memorandum of Understanding (MoU) dated 30th September, 2024 it was agreed by
the non-promoters i.e. Mr. Sandeep Kumar Reddy Kommidi, Mrs. Sravani Reddy and Mrs. Anantapurguggilla
Ravindranath Reddy (“Non-Promoters” of the Company) to sell the Acquirer(s) 48,35,840 equity shares with
13.08% of voting rights total aggregating 2,04,77,240 equity shares with 55.37% of voting rights triggering the
limit to the open offer under SAST Regulations.

Accordingly, the Acquirer had decided and announced an open offer to acquire upto 96,16,000 equity shares
having face value of Rs.10/- (Rupees Ten Only) each at a price of Rs.40/- (Rupees Forty Only) which represented
26% of the merging voting capital. Following which the complete proceeds of the takeover was complied by
issuing a detailed public statement on 08th October, 2024 then a Draft Letter of Offer dated 15th October, 2024
then the final letter of offer dated 31st January, 2025 and the Pre offer Advertisement and post offer
advertisements all within the statutory timelines. Hence, the offer was completed with the post offer public
announcement dated 08th March, 2025 which resulted in the following changes in the Company/ Target
Company:

Promoters Prior to this Open Offer	Promoters Post to this Open Offer
Sai Sudhakar Vankineni	Virupaksha Organics Limited
Snigdha Vankineni	Sai Sudhakar Vankineni
Sumanth Simha Vankineni	Snigdha Vankineni
Jhansi Rani Vankineni	Sumanth Simha Vankineni
Sunil Vishram Chawda	Jhansi Rani Vankineni
Manoj Sunil Chawda	--
Aakanksha M Chawda	--
M V S Prasad Reddy	--
Amigos Molecular Solutions Private Limited	--
Rachamallu Aparna	--
Sadasiva Reddy Devagudi	--
Kanuganti Raghavender Rao	--

11. BOARD MEETINGS:

The Board of Directors duly met Nine (9) times on 08.04.2024, 30.05.2024, 14.08.2024, 05.09.2024,
27.09.2024, 16.10.2024, 18.10.2024, 14.11.2024 and 14.02.2025 in respect of which meetings, proper
notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained
for the purpose.

Further, The Company is in compliance with all the applicable secretarial standards.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect
that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors have also confirmed that they have complied with the

Company''s Code of Conduct. In terms of Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR),
Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV
and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Director''s Database maintained by the Indian
Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted
from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission
and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of
Directors and Committee(s).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by
theIndependent Directors after undertaking due assessment of the veracity of the same.

13. BOARD EVALUATION:

Performance of the Board and Board Committees was evaluated on various parameters such as structure,
composition, diversity, experience, corporate governance competencies, performance of specific duties
and obligations, quality of decision-making and overall Board effectiveness. Performance of individual
Directors was evaluated on parameters such as meeting attendance, participation and contribution,
engagement with colleagues on the Board, responsibility towards stakeholders and independent
judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the
Board meeting held on 14th February 2025. The Board discussed the performance evaluation reports of the
Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon
discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire
process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths
of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual
Directors is enumerated in the Corporate Governance Report.

14. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarization programme. The Company also conducts orientation programme
upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
The familiarization programme for Independent Directors is disclosed on the Company''s website
https://www.oxygentapharma.com/ .

15. DIRECTOR’S 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:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. The Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or
disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and
are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for
inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion
and Analysis Report which is appended as Annexure - V and forms part of this Report.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of
Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company
promotes ethical behavior and has put in place a mechanism for reporting illegal or unethical behavior. The
Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine
concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report
genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same
has been placed on the website of the Company https://www.oxygentapharma.com/ .

18. DETAILS OF DEPOSITS:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2025, there
has been no non-compliance with the requirements of the Act. Also, the Company has not accepted any
public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or
interest on public deposits was outstanding as on the date of the balance sheet.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

19. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company
https://www.oxygentapharma.com/ .

20. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures have
been taken to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment

B. Research & Development and Technology Absorption: All the Factors mentioned in Rule 8 (3) (b)
Technology absorption are not applicable to the Company.

1. Research and Development (R&D): NA

2. Technology absorption, adoption and innovation: NA

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Rs. 14.34 Lakhs

2. Foreign Exchange Outgo: Rs. 807.16 Lakhs

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under the review, the Company has not given any loan, guarantees or made any
investments attracting the provisions as prescribed in Section 186 of the Companies Act, 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arm''s length basis and
were in the ordinary course of business. During the financial year 2024-25, there were no materially
significant related party transactions made by the Company (other than the one mentioned below) with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its
Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for
the financial year is obtained from the Audit Committee. The transactions with the related parties are routine
and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus
approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a
quarterly basis. The summary statements are supported by an independent audit report certifying that the
transactions are at an arm''s length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III to this report.

23. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in Annexure -I to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies
Act, 2013 read with rule 5(2) and (3) and other applicable rules (if any) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure -II to this report.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per
annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of
the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

24. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of
remuneration of Mr. Said Sudhakar Vakeneni, Managing Director and Chief Financial Officer (CFO) of the
Company to the median Remuneration of the employees is 4.13.

25. AUDITORS:

During the year under the review the Company had and/ or appointed following auditors based on the
applicability under the provisions of Companies Act, 2013 and SEBI Regulations:

I. STATUTORY AUDITORS AND STATUTORY AUDIT REPORT:

The Shareholders of the Company at the 30th Annual General Meeting held on 30.09.2023 approved the
appointment of M/s. A.M. Reddy & D.R. Reddy, Charted Accountants as Statutory Auditors of the Company
for a period of Five (5) years until the conclusion of 35th Annual General Meeting to be held in the year 2027¬
28.

The Auditors'' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The
Auditors'' Report is enclosed with the financial statements in this Annual Report. The Company has received
audit report with unmodified opinion for on basis of audited financial results of the Company for the Financial
Year ended March 31,2025 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

II. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit
Committee, the Board of Directors had appointed N Vanitha, Practicing Company Secretary as the
Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,
2025.

The Secretarial Audit was carried out by N Vanitha, Practicing Company Secretary for the financial year
ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as Annexure- IV
and forms integral part of this Report.

The observations in the Secretarial Audit Report are self-explanatory and do not require any comments
thereon.

III. INTERNAL AUDITORS AND INTERNAL AUDIT REPORT:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and
Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during
the year under review the Internal Audit of the functions and activities of the Company was undertaken by
the Internal Auditor of the Company on quarterly basis by M/s. S Siva Parvathi & Associates, Chartered
Accountants., the Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit
Observations along with recommendations and its implementations are reviewed by the Audit Committee
and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of
the Company from the Internal Auditor.

IV. COST AUDITORS AND COST AUDIT REPORT:

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its
cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company
as required under Section 148(1) of the Act. The Board has re-appointed by M/s PCR & Associates,
Chartered Accountants, Hyderabad as Cost Auditors for the Financial Year 2024-25 and the same was
ratified in the previous Annual General Meeting (AGM).

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable for the business activities carried out by the Company.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the Auditors u/s 143(12).

27. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of
the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a
Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued
thereunder. Further, Secretarial Compliance Report dated 30.05.2025, was given by V Vanitha, Practicing
Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

28. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the
operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues, accounting policies, approval procedures and to
ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.
It has a comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.

29. COMMITTEES:

I. AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of
Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

II. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of
the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with
the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the
Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the
Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: The Company has constituted Corporate Social
Responsibility Committee of the Company in line with the provisions of Section 135 of the Companies Act,
2013 and the composition of the Committee is included in the Corporate Governance report, which forms
part of this report

V. RISK MANAGEMENT COMMITTEE: Since is Company is not in the list of top 1000 Companies based on
the market capitalization as on 31st March, 2025 issued by BSE it is not required for the Company to
constitute a Risk Management Committee.

30. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

31. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

During the year under the review, the Company did not attract the provisions of Corporate Social
Responsibility u/s 135 of the Companies Act, 2013 hence the company did not have to spend any amount
towards Corporate Social Responsibility.

32. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a
procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined
and mitigated in accordance with the well-structured risk management process.

33. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.

No compensation was paid to the Independent and Non-Executive Directors.

34. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that
includes ethics, personal and professional stature, domain expertise, gender diversity and specific
qualification required for the position. The potential Board Member is also assessed on the basis of
independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI
(LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation
19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs)
and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the
remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy
of the Company.

35. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be
made while dealing with shares of the Company, as well as the consequences of violation. The policy has
been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the
highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of
unpublished price sensitive information and code of conduct for the prevention of insider trading is available
on our website (https://www.oxygentapharma.com/ ).

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee
(IC) has been duly constituted as mentioned below:

During the year 2024-25, there were no complaints received by the Company.

37. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.

38. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social
responsibility. The Company has been taking upmost care in complying with all pollution control measures
from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen
interest shown by the Employees of your Company in this regard.

39. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, all corporate actions done by the Company were duly implemented.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under the review there are no significant and material orders passed by the regulators /
courts that would impact the going concern status of the Company and its future operations.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial
institutions.

43. AGREEMENTS/MOU, ID ANY ENTERED BY THE COMPANY:

The Company has entered into an MoU with Mr. Sandeep Kumar Reddy Kommidi, Mr. Mallu Venkata Siva
Prasad Reddy, Mr. Sunil V. Chawda, Mr. Manoj S. Chawda, Mrs. Aakanksha M Chawda, Mr. Sai Sudhakar
Vankineni, Mrs. Snigdha Vankineni, Mrs. Rachamallu Aparna, Mrs. Sravani Reddy Gantla, Mr.
Anantapurguggilla Ravindranath Reddy, M/s. Amigos Molecular Solutions Private Limited and M/s.
Virupaksha Organics Limited,

There are no major agreements / MoUs entered by the company except for the above mentioned MoU''s.

44. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

45. CEO/ CFO CERTIFICATION:

The Chief Financial Officer Certification on the financial statements under regulation 17(8) of SEBI (Listing
Obligations & Disclosure Requirements), Regulations, 2015 for the year 2024-2025 is annexed in this
Annual Report.

46. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read with
SEBI Circular No. SEBI/ HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the
Directors confirm that the Company is not defined as a “Large Corporate” as per the framework provided in
the said Circular. Further, your Company has not raised any funds by issuance of debt securities.

47. CREDIT RATINGS:

Since the Company, as on date of this report does not have any Debt Instruments or Fixed Deposit
Programme, therefore company has not obtained any Credit Ratings during the Financial Year.

48. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore
no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1)
and Section 125(2) of the Act.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. All the policies are available on our website
https://www.oxygentapharma.com/

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as
mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: During the year under the review the Company allotted shares on
preferential basis as detailed above in point no. 10 of this Board''s Report.

51. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL
ISSUE ETC:

During the year under review, company has not raised any funds from public. However, Company has
raised funds through Preferential Allotments and conversion of warrants into equity shares of the Company
during the year and there are no deviations observed on funds raised.

52. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an
overview of the affairs of the Company, its legal status and autonomy, business environment, mission &
objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints,
strategy and risks and concerns, as well as human resource and internal control systems is appended as
Annexure - V for information of the Members.

53. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated
under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate
Governance duly audited is appended as Annexure - VI for information of the Members. A requisite
certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of
Corporate Governance is attached to the Report on Corporate Governance.

54. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under
section l64(2) of the Companies Act, 2013, as on March 31,2025.

55. DECLARATION FROM DIRECTORS:

None of the Directors of the Company are disqualified from being appointed as Directors as specified under
section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications
of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time
being in force) or are debarred or disqualified by the Securities and Exchange Board of India (“SEBI”),
Ministry of Corporate Affairs (“MCA”) or any other such statutory authority.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for
Board and Senior Management for the financial year 2024-25. The Company had sought the following
certificates from independent and reputed Practicing Company Secretaries confirming that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed
and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV
and Rules issued thereunder and the Listing Regulations.

56. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the
affairs of the Company in all respects.

57. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance
received from the investors, customers, business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thanks the employees at all levels, who through their
dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth
and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks, RBI etc. for their
continued support for the growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF
OXYGENTA PHARMACUTICAL LIMITED

Sd/- Sd/-

CHANDRA MOULISWAR REDDY BALASUBBA REDDY MAMILLA
GANGAVARAM WHOLE-TIME DIRECTOR

_{PLACE: HYDERABAD} WHOLE-TIME DIRECTOR (DIN: 01998852)

DATE: 25.08.2025 (DIN: 00046845)

---

Mar 31, 2024

Your Directors take pleasure in presenting the 31^st Annual Report, along with the Company’s Audited Financial Statements, for the year ended 31^st March, 2024

1.	Financial Highlights: (Amount in Lakhs unless specified otherwise)
	Particulars	For the financial Year Ended
		31st March 2024	31st March 2023
	Revenue from operations	3964.21	3098.75
	Other Income	4.24	1.78
	Total Income	3968.45	3100.52
	Total Expenses	5359.32	4164.36
	Profit before tax/Loss	(1387.17)	(1137.26)
	Less: Current Tax	-	-
	Less: Deferred Tax	(1039.24)	19,83
	Profit available for appropriations/Loss	(347.93)	(1157.10)
	Earnings per equity share	(1.09)(1.04)	(8.15)(8.15)

2. Financial Performance and State of Company’s Affairs:

The Gross Total Income of the Company has increased by 27.99% from Rs. 3100.52 Lakhs in FY 2022-23 to Rs. 3968.45 Lakhs in FY 2023-24. The loss of the Company has decreased from loss of Rs. (1157.10) Lakhs in FY 2022-23 to Rs. (347.92) Lakhs in FY 2023-24.

The Company’s management is striving towards achieving the goals of shareholders by incremental growth of operations in upcoming years. The Management is working on improving the financial position and is confident about the future growth of the Company.

3. Dividend:

In view of the loss incurred for the FY 2023-24, your Board of directors does not recommend any dividend for the financial year under report.

4. Change in nature of business if any.

During the current FY 2023-24 there is no change in nature of business in your Company.

5. Transfer To Reserves:

Your Company has not transferred any amount to Reserves during the financial year 2023-24.

6. Share Capital:

The Share Capital of the Company as on March 31,2024 stands as follows:

S. No.	Particulars	(Amt. in Rs.)
1	Authorised Share Capital:
	3,50,00,000 Equity Shares of Rs.10/- each	35,00,00,000
2	Issued, Subscribed & Paid-up Capital:
	3,34,83,500 Equity Shares of Rs. 10/- each	33,48,35,000

During the year under review, the Company, has issued and allotted the following:

The Company has allotted 1,92,82,200 Equity Shares of Rs.10 each on Preferential basis out of which 79,45,000 Equity shares were allotted on 26th April, 2023, 85,80,700 Equity Shares were allotted on 29th April 2023, and 27,56,500 Equity Shares were allotted on 03^rd May, 2023.

Taking into consideration, the aforesaid allotment of equity shares, the Issued, Subscribed and Paid-Up Capital of the Company as on March 31,2024 stood at Rs. 33,48,35,000/-.

During the current F.Y 2024-25 Shareholders of the company approved the increase of Authorised capital of the company to Rs.37,50,00,000 on 09^th May 2024 And on 21^st May 2024 company has allotted 20,00,000 Equity shares of Rs.10 each on Preferential basis.

And presently the Authorised Capital of the company is Rs.37,50,00,000 comprising of 3,75,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed & Paid-up Capital Rs. 35,48,35,000 comprising of 3,54,83,500 Equity Shares of Rs. 10/- each.

7. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, your Company does not have any Subsidiary, Joint venture or Associate Company.

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no dividend has been declared by the Company since its inception.

9. Material changes and commitment affecting financial position of the company:

The of Board of Directors in their meeting held on 26th April, 2023 has allotted 79,45,000 equity shares of Rs. 10/- each at an issue price of Rs. 15/- per share on preferential basis to persons belonging to “Promoters and Non-Promoters” including 5,50,000 shares by way of conversion of unsecured loan into equity, and allotted 1,28,37,200 warrants at an issue price of Rs. 15/- per warrant on preferential basis to persons belonging to Promoters and Non-Promoters, and Board of Directors in their meeting held on 29th April 2023 has approved the conversion of warrants into Equity shares and accordingly allotted 85,80,700 (Eighty-Five Lakhs Eighty Thousand and Seven hundred) fully paid-up Equity shares of a face value of Rs. 10/- each to the persons under Promoter and Non-Promoter category at a price of Rs. 15/-(Rupees Fifteen only) per Equity share and Board of Directors at their meeting held on May 03, 2023, has approved the conversion of warrants into Equity shares and accordingly allotted 27,56,500 (Twenty-Seven Lakh Fifty-Six thousand and Five hundred) fully paid-up Equity shares of a face value of Rs. 10/- each to a person under Non-Promoter category.

Pursuant to the Preferential Allotment to the Mr. Sunil Vishram Chawda (“Acquirer 1”), Mr. Manoj Sunil Chawda (“Acquirer 2”), Mrs. Aakanksha M. Chawda (“Acquirer 3”) and Mr. Raghavender Rao Kanuganti (“Acquirer 4”) (hereinafter collectively referred to as “Acquirers”), an obligation on the Acquirers to make an open offer to the Equity Shareholders of the Company (including the Non-Promoter Non-Public Shareholder of the Company) but excluding the Shareholders forming part of the Promoter and Promoter group of the Company in terms of Regulations 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Open Offer”) was triggered. and upon completion of the Open Offer on 21^st July 2023, Acquirers classified as the Promoter along with the existing members of the Promoter and Promoter group of the Company.

Board of Directors at its meeting held on April 08, 2024 approved the issue and allotment of 20,00,000 fully paid-up equity shares of face value of ¹ 10/- (Rupees ten only) each at an issue price of Rs 16/- (Rupees Sixteen only) per equity share (Including a premium of Rs.6/- per share) (“Equity Shares”) aggregating to an amount of 1 3,20,00,000 (Rupees Three Crores Twenty Lakhs) on preferential basis to M V S Prasad Reddy (17,00,000 equity shares in the Promoter Category, Amigos Molecular Solutions Pvt Ltd (2,00,000 equity shares in the Promoter Group Category ) and Rachamallu Aparna (1,00,000 equity shares in the Promoter Group Category).

BSE Limited has issued its In-Principal approval on May 02, 2024 for the said preferential issue. The shareholders of the company, by passing special resolution at their extra-ordinary general meeting held on May 09, 2024, approved the said preferential issue. Allotment committee of the board in its meeting held on May 21, 2024 approved the allotment of 20,00,000 fully paid-up equity shares of face value of 1 10/- (Rupees ten only) each. The Company has received Listing approval on June 05, 2024 and Trading approval on June 13, 2024 from BSE Limited.

Mr. M V S Prasad Reddy/Acquirer/Proposed promoter has entered into a SPA with Mr. K Raghavendra Rao/seller, one of the promoter of the company on April 8, 2024, pursuant to which the Acquirer has agreed to acquire 8,00,000 equity shares (“SPA Sale Shares”). The Acquirer has also entered into a MOU with the Non-Promoters Sellers on April 8,2024, pursuant to which the Acquirer has agreed to acquire 69,52,600 equity shares (“MOU Sale Shares”).

Pursuant to the Preferential issue and above acquisitions of shares entered by the Mr. M V S Prasad Reddy (“Acquirer”), Amigos Molecular Solutions Pvt Ltd and Rachamallu Aparna (Deemed PACs to the Acquirer) ,an obligation on the Acquirer to make an open offer to the Equity Shareholders of the Company (including the Non-Promoter Non-Public Shareholder of the Company) but excluding the Shareholders forming part of the Promoter and Promoter group of the Company in terms of Regulations 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Open Offer”) was triggered. and upon completion of the Open Offer, Acquirer and Deemed PACs to the Acquirer classified as the Promoter along with the existing members of the Promoter and Promoter group of the Company.

10. Related Party Transactions:

All contracts or arrangements entered into by your Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements, which were approved by the Audit Committee, were in the ordinary course of business and on arm’s length basis. No material contracts or arrangements with related parties within the purview of Section 188(1) of the Act were entered into during the year under review.

The information on transactions for the year under review were on arm’s length basis and in the ordinary course of business with the related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure 1 in Form No. AOC-2 and the same forms part of this report

11. Statement Concerning Development and Implementation of Risk Management Policy of the Company:

Pursuant to the provisions of section 134(3) (n) and read with all other applicable provisions of the Companies Act, 2013 Risk Management Policy is not applicable to the Company during the financial year 2023-24.

12. Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility (CSR) Initiatives:

Pursuant to the provisions of section 135(1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2023-24.

13. Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure - 2 hereto which forms part of this Report.

14. particulars of loans, guarantees or investments made under section 186 of the Companies act, 2013

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.

15. Management Discussion and Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure - 3 to this report.

16. Statutory Auditors

A.M. Reddy & D.R. Reddy, Chartered Accountants, (Firm Registration No. FRN: 0090685), were appointed as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 30th AGM held on 30th September, 2023, till the conclusion of the 35th AGM to be held in the year 2028.

The Auditor’s Report on the financial statements of the Company for the financial year ended 31^st March, 2024 does not contain any qualifications, observations or adverse remarks and their Report, together with the notes to financial statements are self-explanatory, thereby not calling for any further comments by the Board of Directors on the same.

17. Internal Auditors

S Siva Parvathi & Associates, Chartered Accountants, (Firm Registration No.020872S), were appointed as the Internal Auditors of the Company.

18. Cost Auditors

P Chandra Sekhara Reddy of PCR & ASSOCIATES, Cost Accountants (Firm Registration No.000355), was appointed to conduct the Cost audit of the Company for the Financial Year 2023-24, as required under the Companies Act, 2013 and Rules thereunder.

19. Maintenance of cost records:

The Company is maintaining the Cost records as specified by the central government under sub-section (1) of section 148 of the Companies’ act, 2013.

20. Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573), Hyderabad, to undertake the secretarial audit of the Company for the FY 2023-24. The Secretarial Audit Report for the FY 2023-24 is herewith attached as Annexure 4.

The Secretarial Audit Report confirms that your Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances.

Further, we would like to clarify that the said Secretarial Audit Report does not contain any observations or qualifications or reservations or adverse remarks or disclaimers.

21. Compliance with Secretarial Standards

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India

22. The details of directors or key managerial personnel who were appointed or have resigned during the year

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors including Women Director.

(i) Directors

• In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Vishram Chawda (DIN: 02369151), Executive Director of your Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board of Directors recommended his reappointment.

• During the year, Mr. Gunreddy Krishna Reddy & Rajasekhar Reddy Puchakayala resigned as the Executive Directors of the Company and Mr. Gangi Reddy Narravula resigned as the Non-Executive Independent director of the company with effect from 04 September, 2023.

• Mr. Sunil Vishram Chawda (DIN: 02369151) & Mrs. Sravani Reddy Gantla (DIN: 08809876) were appointed as Directors in the category of Executive directors of the company and Mr. Bharath Reddy Guntuku is appointed as Director in the category of Non- Executive Independent Director with effect from 04 September, 2023.

• Mr. Sanagari Kondal Reddy, was re-appointed as Independent Director for the second term w.e.f. 14^th February, 2024 and Mrs. Padmaja Surapureddy, was re-appointed as Independent Director for the second term w.e.f. 04^th March, 2024

(ii) Key Managerial Personnel:

• Mr. Veerenrda Babu R has resigned as the Company Secretary of the Company with effect from 30^th June,2023.

• Mrs. Dolly Lakhichand Mandhan has been appointed to the office of Company Secretary and compliance officer of the Company with effect from 1st October, 2023.

23. Meetings of the Board:

The Board of Directors met Eleven times in the financial year 2023-24. The intervening period between any two consecutive Board Meetings was within the maximum time gap prescribed under the Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-1 issued by ICSI. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

24. Independent Directors Meeting:

The Independent Directors of the Company had met on March 04, 2024 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.

The Board comprises Members having expertise in Technical, Banking and Finance. The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis- vis the business of the Company.

25. Committees:

The Board has following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of all the committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, as part of this Annual Report.

26. Policy on Director’s appointment and remuneration and other matters:

a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as Annexure - 5 and the Remuneration Policy is posted on the website of your Company which may be accessed at http:// www.oxygentapharma.com/pdfs/Remuneration-Policy.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings and profit based commission. The remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company. The Whole Time Director of your Company has not received any remuneration or commission from any of the subsidiaries of your Company.

Brief terms of Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Report.

b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company. All the directors were also apprised about the business activities of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize Independent Directors on the Board with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our business leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the website of your Company which may be accessed at http://www.oxvgentapharma.com/pdfs/Familarization%20programme%20for%20 Independent%20Directors OPL.pdf

27. Corporate Governance Report:

Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. An Auditor’s Certificate on Corporate Governance in compliance with the code of Corporate Governance is enclosed as Annexure - 6 to this report.

28. Annual Evaluation of board performance and performance of its committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other committees

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors & Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Directors expressed their satisfaction with the evaluation process

29. Annual Return:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at http://www.oxygentapharma.com/ .

30. Directors:

As on March 31,2024, the Board of Directors of your Company comprises of the following Directors:

Name of the Director	Designation
Dr. Sai Sudhakar Vankineni	Managing Director
Mr. Raghavender Rao Kanuganti	Executive Director
Mr. Sunil Vishram Chawda	Executive Director
Mrs. Sravani Reddy Gantla	Executive Director
Mr. Vidya Sagar Devabhaktuni	Non-Executive and Independent Director
Mr. Sanagari Kondal Reddy	Non-Executive and Independent Director
Mrs. Padmaja Surapureddy	Non-Executive and Independent Director
Mr. Bharath Reddy Guntuku	Non-Executive and Independent Director

31. Statement of declaration by independent directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with schedules and rules thereto as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

32. Board Evaluation:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors of the company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”) and the board of directors of the Company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

33. 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 2023-24.

34. Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

35. Loans from Directors

The Company during the financial year has received unsecured loans from the Directors the details are specified in the Note No.13A to the Financial Statements.

36. Adequacy of internal controls with reference to financial statements:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and operations of the Company

37. Vigil Mechanism:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through your Company’s Whistle Blower Policy, to deal with instances of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees and Directors who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance Report and is also available on the website of your Company which may be accessed at http://www.oxygentapharma.com/ pdfs/Vigil%20Mechanism OPL.pdf

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

38. Reporting of frauds:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

39. Particulars of Employees and Remuneration:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure- 7.

40. Insurance

All properties and insurable interests of the Company have been fully insured.

41. Details of significant and Material Orders passed by the Regulators, Courts and Tribunals:

During the financial year under review, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the future operations of the Company.

42. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2024.

43. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

44. Listing & Trading:

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2024-25 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2023-24

45. Human Resource & Industrial Relations:

Your Company continues to foster a culture of fair management practices, endeavoring to provide a congenial work environment. It consistently invests in its human assets to recruit, train and retain high-potential talent.

A conscientious bottom-up approach to skills training strengthens overall competencies. As a result, your Company’s workforce consists of an invaluable mix of freshers and experienced employees with extensive industry insight - a key cornerstone in the organization’s success.

46. Statement in Respect of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

We strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘’POSH Act”) and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

Further, we have in place a committee under the name and style “Internal Complaints Committee” in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. Details of composition etc., of the said committee are provided in the section on Corporate Governance.

We further confirm that during the year under review, there were no cases filed pursuant to the said Act.

47. Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/ RTA.

48. Acknowledgements:

Your Directors sincerely thank the bankers, business associates, consultants and various government authorities for the continued support extended by them to the Company during the year under review. Your Directors also acknowledge the support of the shareholders and confidence reposed by them in your Company and place on record their appreciation and gratitude for the same.

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Mar 31, 2023

Your directors submit annual report of “Oxygenta Pharmaceutical Limited (formerly known as S.S. Organics Ltd.)”along with the audited financial statement for the year ended March 31,2023.

S.No.	Particulars	For the financial Year Ended
		31st March 2023	31st March 2022
1	Revenue from operations	3098.74	6052.48
2	Other Income	1.78	0.45
3	Total Revenue	3098.75	6052.94
4	Less: Total Expenses	4164.37	6156.51
5	Profit before tax/Loss (1-2)	(1137.27)	(48.94)
6	Less: Current Tax	-	-
7	Less: Deferred Tax	(19,83)	(12.11)
8	Profit available for appropriations/Loss	(1157.10)	(61.05)
9	Total Other comprehensive Income	(1157.10)	(61.05)

2. REVIEW OF OPERATIONS:

The Gross total Income of the Company has decreased by 48.80% from Rs. 6052.94 Lakhs in FY 2021-22 to Rs. 3098.75 Lakhs in FY 2022-23 and the total expenses of the Company has also decreased by 31.76% from 6,102 Lakhs in FY 2021-22 to Rs. 4,164 Lakhs in FY 2022-23. The loss of the Company has increased from loss of Rs. 61 Lakhs in FY 2021-22 to Rs. 1,157 Lakhs in FY 2022-23. The EPS of the Company has been decreased to (8.15) times in FY 202223 from EPS of (0.48) times in FY 2021-22.

The Company’s management is striving towards achieving the goals of shareholders by incremental growth of operations in upcoming years. The Management is working on improving the financial position and is confident about the future growth of the Company.

3. Dividend:

Your Board of Directors does not recommend any dividend for the year 2022-23.

4. Change in nature of business if any.

During the current FY 2022-23 there is no change in nature of business in your Company.

5. Transfer To Reserves:

Your Company has not transferred any amount to the general reserve.

6. Share Capital:

During the year under review, there was no change in the paid-up share capital of your Company. The paid-up Equity Share Capital of your Company as on March 31,2023 stood at Rs.14,20,13,000 comprising of 1,42,01,300 equity shares of face value of Rs.10/- each.

During the year under review, the shareholders of the Company, at their Extra ordinary General meeting held on 23rd March, 2023, by passing special resolutions, have approved the following:

1) Issue of 73,95,000 equity shares on preferential basis to Promoters and Non-Promoters*

2) Issue of 1,28,37,200 share warrants which are convertible into 1,28,37,200 equity shares of Rs.10/- each at an issue price of Rs.15/- per share to Promoters and Non-Promoters for cash consideration*

3) Issue of 5,50,000 equity shares of Rs.10/- each at an issue price of Rs.15/- per share against the conversion of unsecured loan amount aggregating to Rs.82,50,000/- on preferential basis to existing promoters.*

*After the end of the financial year of 2022-23, the Company has allotted 1,92,82,200 Equity Shares of Rs.10 each on Preferential basis out of which 79,45,000 Equity shares were allotted on 26th April, 2023, 85,80,700 Equity Shares were allotted on 29th April 2023, and 27,56,500 Equity Shares were allotted on 03rd May, 2023.

7. The details of directors or key managerial personnel who were appointed or have resigned during the year:

a) Directors:

There is no change in the composition of the Board of Directors of the company during the FY 2022-23.

But Subsequent to the closure of Financial Year on 04^th September 2023, Mr. Gunreddy Krishna Reddy & Rajasekhar Reddy Puchakayala resigned as the Executive Directors of the Company and Mr.Gangi Reddy Narravula resigned as the Non-Executive Independent director of the company.

And Board of the company in their meeting held on 04^th September 2023, appointed Mr. Sunil Vishram Chawda & Mrs. Sravani Reddy Gantla as additional directors in the category of Executive directors of the company and appointed Mr. Bharath Reddy Guntuku as Additional Director in the category of Non- Executive Independent Director.

Due to the open offer board of the company reconstituted.

b) Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Vankineni Sai Sudhakar - Managing Director & CFO Mr. Veerenrda Babu R, - Company Secretary

Subsequent to the closure of Financial Year Mr. Veerenrda Babu R has resigned as the Company Secretary of the Company with effect from June 30,2023.

8. Acceptance of Deposits:

The Company has not accepted any deposits which cover under the Section 73 of the Companies Act, 2013.

9. 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.

10. Particulars of Contracts or arrangement made with related parties:

The details of particulars of Contracts or arrangement made with related parties under Section 188(1) of the Companies Act, 2013 is provided shall form part of this financial statements of this Annual Report.

11. Material changes and commitment affecting financial position between the end of the financial year and date of report:

The of Board of Directors in their meeting held on 26th April, 2023 has allotted 85,80,700 Equity Shares, and Board of Directors in their meeting held on 29th April 2023 has allotted 27,56,500 Equity Shares and allotted 27,56,500 Equity Shares in their meeting held on 03rd May, 2023 having the face value of Rs.10/- each at a premium of Rs.5/- each via Preferential Allotment. The said issuance was approved by the Shareholders of the Company in it’s Extra ordinary General Meeting held on 23^rd March, 2023. Pursuant to the Preferential Allotment to the Mr. Sunil Vishram Chawda (“Acquirer 1”), Mr. Manoj Sunil Chawda (“Acquirer 2”), Mrs. Aakanksha M. Chawda (“Acquirer 3”) and Mr. Raghavender Rao Kanuganti (“Acquirer 4”) (hereinafter collectively referred to as “Acquirers”), an obligation on the Acquirers to make an open offer to the Equity Shareholders of the Company (including the Non-Promoter Non-Public Shareholder of the Company) but excluding the Shareholders forming part of the Promoter and Promoter group of the Company in terms of Regulations 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Open Offer”) was triggered. and upon completion of the Open Offer, Acquirers classified as the Promoter along with the existing members of the Promoter and Promoter group of the Company.

12. Issue of Debentures:

During the current FY 2022-23 the Company has not issued any Debentures.

13. Unsecured Loans from Directors

The Company during the financial year has not received unsecured loans from the Directors except as specified in the Note No.13A to the Financial Statements.

14. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.

15. Acquisitions during the year:

During the current FY 2022-23 there is no acquisitions by the Company.

16. Maintenance of cost records:

The Company maintaining the Cost records as specified by the central government under sub-section (1) of section 148 of the Companies’ act, 2013.

17. 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 2022-23.

18. Number of meetings of the Board:

Six (06) meetings of the board were held during the current financial year 2022-23. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

19. 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 meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

20. Compliance with Secretarial Standards on Board Meetings and General Meetings:

During the current FY 2022-23, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board of Directors Meetings and Annual General Meetings.

21. 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 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.

22. 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 as Annexure - III, which forms part of the director’s report.

23. Internal financial controls:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and operations of the Company.

The Internal Controls over Financial Reporting are routinely tested and certified by Statutory as well as Internal Auditors. The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems. Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

24. Corporate Social Responsibility (CSR):

During the current FY 2022-23, the Company did not meet the requirements under provisions of section 135 read with Schedule VII of the Companies Act, 2013. Hence, CSR not applicable to the company.

25. Vigil Mechanism:

In pursuance to the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. This mechanism enables the Whistle Blower to make protected disclosures to the Chairman of the Audit Committee.

The detailed policy on whistle blower mechanism has been available on the website of the Company http:// oxygentapharma.com/polices.html

26. Risk Management:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company’s process and policies for determining risk tolerance and review management’s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

27. Reporting of frauds:

There was no such instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

28. 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 regulation 18 of SEBI (LODR), 2015.

The detailed composition, no of meetings held and date of meetings have been mentioned in corporate governance report as Annexure - III which forms part of the Board’s report.

29. Annual Return:

Annual Return in Form MGT-7 is available on the Company’s website, the web link for the same is http:// oxygentapharma.com/.

30. 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 -1 to the Board’s Report.

31. Nomination and Remuneration 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As recommended by the Committee the Board adopted a policy on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration, Evaluation of their performance.

Nomination and Renumeration policy is enclosed as Annexure-II to this report.

32. Corporate Governance Report:

Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. An Auditor’s Certificate on Corporate Governance in compliance with the code of Corporate Governance is enclosed as Annexure - III to this report.

33. Management Discussion and Analysis:

A brief note on the Management discussion and analysis for the current FY 2022-23 is enclosed as Annexure - VIto this report.

34. Auditors:

• Board of directors appointed M/s. A.M.Reddy & D.R.Reddy, Chartered Accountants, (Firm Registration No. FRN: 0090685), as the statutory auditors of the company till the conclusion of the 30^th AGM to fill the fill the casual vacancy occurred due to the resignation of M/S. Gowri Shankar & Associates, Chartered Accountants, (Firm Registration No.015625S).

And Board of Directors recommend the re-appointment of M/s. A.M.Reddy & D.R.Reddy, Chartered Accountants, (Firm Registration No. FRN: 0090685), as the Statutory Auditors of the Company from the conclusion of 30^th AGM till the conclusion of 35^th AGM subject to approval of the Shareholders.

• The Internal Auditors of the Company, M/s. Ram and Associates, Chartered Accountants, (Firm Registration No.017686S), Chartered Accountants, who were appointed as the Internal Auditors of the Company.

• 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 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 2022-23 forms part of the Annual Report as Annexure - VII to the Board’s Report.

• P Chandra Sekhara Reddy of M/s. PCR & ASSOCIATES, Cost Accountants was appointed to conduct the Cost audit of the Company for the Financial Year 2022-23, as required under the Companies Act, 2013 and Rules thereunder.

35. Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/S. Gowri Shankar & Associates, Chartered Accountants, (Firm Registration No.015625S), Statutory Auditors in their report for the Financial Year ended March 31,2023.

36. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

37. 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:

Directors	Ration to median remuneration
Dr. Sai Sudhakar Vankineni	4.7 times
Sri Gunreddy Krishna Reddy	0 times

“The Company has not paid any remuneration to the non-executive directors of the Company for the Financial Year 2022-23.”

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year:

“During the Financial Year 2022-23, company secretory remuneration increased by 21.43%, other than that there is no increase in the remuneration of each director, chief executive officer, chief financial officer of the Company.”

c. Median remuneration of the company for the F.Y 2022-23 is Rs.21,250 per month.

d. The Percentage increase in the median remuneration of employees in the Financial Year: 15.29%

e. The number of permanent employees on the rolls of Company: 157.

f. The explanation on the relationship between average increase in remuneration and Company Performance:

The Company from time to time reviewing the increase in remuneration based on the performance of the employee(s).

g. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of Key managerial personnel (KMP) in FY 2022-22	8,10,000
Total Revenue	31,00,52,356
Remuneration of KMP’s ( as % of Revenue)	0.26%
Profit Before Tax ( PBT)	NA
Remuneration of KMP ( as % of PBT)	NA

h. Comparison of each remuneration of the Directors (Executive) against the performance of the Company:

Particulars	Dr. Sai Sudhakar Vankineni, Executive Director	G Krishna Reddy, Executive Director
Remuneration in FY 2022-23	12,00,000	Nil
Revenue (Rs.)	31,00,52,356	31,00,52,356
Remuneration as % of revenue	0.39%	NA
Profit Before Tax (PBT)	NA	NA
Remuneration (as % of PBT)	NA	NA

i. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the Nomination and Remuneration policy of the Company.

38. Cautionary Statement:

Statements in the Director’s Report and the Management Discussion and Analysis Report describing the Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to

risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

39. General:

Your directors state that no disclosure or reporting is required in respect of the following 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 under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries (Not applicable as the Company does not have any subsidiary company)

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. Your directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

40. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application was made or any proceedings were pending under the IBC, 2016 during the year ended on March 31, 2023.

41. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

42. Green initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/ RTA.

43. Acknowledgement:

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 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 and on behalf of the Board Oxygenta Pharmaceutical Limited (Formerly known as S.S. Organics Ltd.)

Sd/-

Dr. Sai Sudhakar Vankineni

Place: Hyderabad Chairman and Managing Director

Date: 04^th September, 2023 (DIN: 00733001)

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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

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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

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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

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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