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SSF Ltd.

BSE: 519385 Sector: Others
NSE: N.A. ISIN Code: INE418F01015
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SSF Ltd. (SSF) - Director Report

Company director report

TOTHE MEMBERS

The Directors are pleased to present the 47th Annual Report and the Audited statementof Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March 2015 are as under:

Rs.lnMil

Particulars 2014 - 2015 2013-2014
Total Income 307.514 316.341
Total Expenditure 301.549 304.443
Profit/(Loss) before exceptional items 5.965 11.898
Exceptional Items 0.030 1.041
Profit before tax 5.935 10.857
Taxes 2.095 2.173
Profit/(Loss) after tax 3.840 8.684
Add: Balance brought forward from previous year 4.681 (4.003)
Less: Changes in Depreciation 0.709 0.000
Amount available for appropriation 7.612 4.681
Appropriations . -
Transfer to General reserve - -
Proposed Dividend (Incl. tax on Distributed Profits) -
Balance Carried Forward to Balance Sheet 7.812 4.681

OPERATING PERFORMANCE:

The year 2014-15 continued to be a year full of challenges and opportunities for theCompany with highly volatile forex market. The Company has achieved operating revenue ofRs.307.514 Mil (previous year: Rs.316.341 Mil). The profit before taxes stood at Rs.5.935Mil in 2014-2015 as against Rs.10.857 Mil in the previous financial year.

On like to like basis and after adjusting for the difference between depreciation basedon % on WDV as per Companies Act 1956 and Useful life of assets on WDV as per CompaniesAct 2013 the profits from operations stood before exceptional items at Rs.5.965 Mil in Fy2014-2015 as against Rs.11.898 Mil in 2013-2014.

DIVIDEND:

Taking into account overall financial performances of the Company your Directors havenot recommended any dividend for the financial year 2014-2015. The Company has nottransferred any amount to general reserve.

SHARECAPITAL:

The Company during the year under review has neither issued any Sweat Equity Shares orShares with differential rights or under Employee Stock Option Scheme nor did it Buy Backany shares. The Authorised Capital and Paid-up Capital remained the same as previous year.

DEPOSITS

The Company has not accepted any deposits during the period under review as envisagedunder Section 73 74 & 76 of the Companies Act 2013.

PARTICULARS OF LOANS.GUARANTEES OR INVESTMENTSUNDERSECTION186:

The Company has not provided any loans guarantees nor made investments covered underSection 186 of theCompanies Act 2013. '

RISK MANAGEMENT POLICYAND INTERNALFINANCIAL CONTROL:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Audit Committee has also revisited the Risk Management Policy and has takensteps to strengthen the Risk Management process in kee'ping with the changes in theexternal environment and business needs.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. In addition to the Internal ControlSystems the Board has laid emphasis on adequate Internal Financial Controls to ensurethat the financial affairs of the Company are carried out with due diligence. These areroutinely tested and certified by the Internal Auditors. Significant audit observationsand follow up actions thereon are reported to the Audit Committee.

DIRECTORS:

The Board of Directors comprises of Six Directors out of which three are Independentand other three are Non-independent Directors. As per Section 149 (4) of the Companies Act2013 Act and the rules made there under the Company is required to have at least twoIndependent Directors. Accordingly Mr. C. Krishna Babu Mr. RamuVemulapalli and Gp. Capt.Allam Prabhakar were appointed as Independent. Directors of the Companyfor a period of 2(Two)years in the 46thAnnual General Meeting of theCompany held on 26th September 2014.The composition of the Board at the end of the Financial year is as mentioned below:

Name Designation Category
1. Mr. V% Padmanabham Managing Director Non- Independent
2. Mr.MAAzeezKhaleeli Non- Executive Director Non- Independent
3. Mr. C. Krishna Babu Non- Executive Director Independent
4. Gp. Capt. Allam Prabhakar Non- Executive Director Independent
5. Mr. Ramu Vemulapalli Non- Executive Director Independent
6. Mrs. V. Krishna Kumari Non- Executive Director Non- Independent

a. Re-Appointment of Retiring Directors:

Mr. MAAzeez Khaleeli (DIN: 01910020) Director retires by rotation and being eligibleoffers himself for re-appointment.

b. Retirement of Directors: .

During the year Mr. U. Prabhakar Rao Independent Director and Mr. SanjayA. WadhwaNon- Executive Director of the Company retired from the Board as per the resolutionspassed in the 46th Annual General Meeting of the Company held on 26th September 2014:

The Board records its deep appreciation for the significant contributions made by Mr.Sanjay A. Wadhwa and Mr. U. Prabhakar Rao to the management and affairs of the Company.

APPOINTMENTOF KEYMANAGERIAL PERSONNEL:

During the year Mr.G Subramaniamwas appointed by the Board as Chief Financial Officerof the Company with effect from 24th July 2014 under Section 203 of the CompaniesAct2013.

NUMBER OF MEETINGSOFTHE BOARD:

The Board met 4 (Four) times in financial year 2014-2015 on 31.05.2014 24.07.201412.11.2014 and 06.02.2015. The maximum interval between two meetings did not exceed 120days. The Directors meet regularly to discuss appraise and approve matters relating toCompany's strategy plans budgets financials and operations. The detailed agenda andrelevant information is sent to every Director in advance for each meeting. The detailspertaining to the number of Board Meetings attended by the Directors of the"Companyand their Directorship artd Committee membership holding in other publiccompanies is mentioned below:

Name of the Director No. of Board Attendance At last No. of Directorship & Committee Membership in other Public Companies
Meetings Attended AGM Directorship Committee Membership
Mr. V. Padmanabham 4 Yes NIL NIL
Mr. SanjayA Wadhwa* 2 No 1 NIL
Mr. MAAzeez Khaleeli 4 No NIL NIL
Mr. U. Prabhakar Rao* 2 No 2 NIL
Mr. C. Krishna Babu 4 Yes NIL NIL
Mr. V. Krishna Kumari 2 Yes NIL NIL
Gp. Capt Allam Prabhakar 3 Yes NIL NIL
Mr. Ramu Vemulapalli** 1 No NIL NIL

*Mr. U. Prabhakar Rao and Mr. Sanjay A Wadhwa retired as Directors effective from26.09.2014

"Mr. Ramu Vemulapalli was appointed as an Independent Director at the Annualgeneral Meeting held on 26.09.2014

REMUNERATIONTO DIRECTORS

Mr. V. Padmanabham Managing director is being paid remuneration of Rs.115000/-(Rupees One Hundred and Fifteen Thousand Only) per month plus reimbursement of actualexpenses and out of pocket expenses incurred by him for official purposes which was dulyapproved by the shareholders at the Annual General Meeting held on 22.09.2012.

The Company has paid sitting fees of Rs. 30007- per Board Meeting and Rs. 2.000/- perCommittee Meeting attended by the members of the Board and Committee plus reimbursement ofactual expenses and out of pocket expenses incurred by them for official purposes.

DIRECTORS'RESPONSIBILITYSTATEMENT:

To the best of their knowledge belief and according to the informations andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the CompaniesAct

2013:

i) that in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departures have been made from the same.

ii) that the Directors had selected appropriate accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2015 andof the Profit of the Company for that period.

iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities

iv) that the annual accounts for the year ended 31" March 2015 have been preparedon a going concern basis

v) tha t the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

BOARD'SINDEPENDENCE:

The Independent Directors have submitted declaration of independence as required underSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in sub section (6) of Section 149 of the Companies Act 2013.

A separate meeting of Independent Directors of the Company as per Schedule IV of theCompanies Act 2013 was held on 06.02.2015 to review the performance of Non-independentDirectors Board and Managing Director of the Company and to assess the flow ofinformation between the Company's Management and Board.

COMMITTEESOFTHE BOARD:

a) Audit Committee:

The Audit Committee of the Company was reconstituted on November 12 2014 pursuant toretirement of Mr. U. Prabhakar Rao Mr. Sanjay AWadhwafrom the Board in the 46th AnnualGeneral Meeting of the Company held on 26.09.2014.

The Audit Committee comprises of two (2) Independent Directors and one (1) Whole-timeDirector as on 31.03.2015.All the members of the Audit Committee have accountingfinancial and management expertise. The terms of reference of this Committee covers thematters specified for Audit Committee under Section 177 of the Companies Act 2013. Duringthe year the Committee met four times on the following dates:

May 31 2014 July 24 2014 November 12 2014 and February 06 2015

The Audit Committee comprises of the following Directors as on March 31 2015 and alsomentioned are the details pertaining to the meetings attended by the Directors:

Name of the Person Category No. of Meetings
Held Attended
Mr. C. Krishna Babu Chairperson 4 4
Mr. V. Padhmanabham Member 4 4
Gp. Capt Allam Prabhakar* Member 4 2

*Gp. Capt.Allam Prabhakar was appointed as Member of the Audit Committee with effectfrom November 12 2014.

The Board accepted the recommendations made by the Audit Committee and there were noincidence of deviations from such recommendations during the financial year under review.

b) Nomination and Remuneration Committee:

The Remuneration Committee of the Company was reconstituted and re-christened as-Nomination & Remuneration Committee on November 12 2014. The Nomination andRemuneration Committee Comprises of the following Directors as on March 31 2015:

Name of the Person Category
Mr. C. Krishna Babu * Chairperson
Mr. Ramu Vemulapalli * Member
Gp. Capt. Allam Prabhakar Member

*Mr. C Krishna Babu and Mr. Ramu Vemulapalli were appointed as Chairperson &Member respectively of the Nomination & Remuneration Committee with effect fromNovember 12 2014.

Since the need has not arisen no Nomination & Remuneration Committee meeting washeld during the year. The said Committee has been empowered and authorized to exercisepowers as entrusted under the provisions of Section 178 of the Companies Act 2013. Incompliance with sub section 3 of Section 178 of the CompaniesAct 2013 the Board hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration and including criteria for determining qualifications positive attributesindependence of Directors and other matters.

The terms of reference of the Committee inter alia include the following:

Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selecting candidates for appointment as Directors / IndependentDirectors based oh certain laid down criteria; Identifying potential individuals forappointment as Key Managerial Personnel and to other Senior Management positions;Formulate and review from time to time the policy for selection and appointment ofDirectors Key Managerial Personnel and Senior Management Employees and theirremuneration; Review the performance of the Board of Directors and Senior ManagementEmployees based on certain criteria as approved by the Board. In reviewing the overallremuneration of the Board of Directors and Senior Management the Committee ensures thatthe remuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.

c) Stakeholders Relationship Committee

The Share Transfer and Investor Protection Committee was reconstituted andre-christened as Stakeholders Relationship Committee on November 12 2014. It comprises oftwo (2) Independent Directors and one (1) Non-Executive Director and one (1) Whole-timeDirector as on 31.03.2015. During the year the Committee met six times on the followingdates:

July 24 2014 September 05 2014 November 05 2014 December 08 2014 January 21 2015and February 26 2015

'Name of the Person Status No. of Meetings
Held Attended
Mr. C. Krishna Babu Chairperson 6 6
Mr. V. Padhmanabham Member 6 6
Mrs. V. Krishna Kumari Member 6 3
Gp. Capt. Allam Prabhakar* Member 6 -

*Gp. Capt. Allam Prabhakar was appointed as Member of the Stakeholders RelationshipCommittee with effect from November 12 2014.

The Company attends to the investors' grievances / correspondence expeditiously andusually reply is sent within a period of 15 days of receipt.

The Stakeholders Relationship Committee reviews the following:

Transfer / Transposition / Transmission of shares Issue of duplicate share certificate

Review of shares dematerialized and all other related matters Monitors expeditiousredressal of investors' grievances Non - receipt ofAnnual Report

The Company has received 3 complaints from the shareholders/Stock Exchange/SEBI whichinter alia included non-receipt of Annual Reports during the financial year 2014-15. Outof the complaints received during the year none of the complaints were pending as onMarch 31 2016. All have been disposed-off t o the satisfaction of the Members.

COMMENTS ONAUDITORS'REPORT.

There are no qualifications reservations or adverse remarks or disclaimers made byMis. Vasireddi & Co Statutory Auditors in their report. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company during the yearunder review.

SIGNIFICANT & MATERIALORDERSPASSED BYTHE REGULATORS:

The Company has not received any significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperation in future.

EXTRACTOFANNUALRETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is annexed tothis report as AnnexureA.

RELATEDPARTYTRANSACTIONS:

The Company has not entered into any contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013. Hence the reporting of same inForm AOC -2 does not arise.

MATERIALCHANGESANDCOMMITMENTSAFFECTINGTHE FINANCIALPOSITION OFTHE COMPANY:

No material changes and commitments were made affecting the financial position of theCompany which haveoccurred between-the end of the financial year of the Companyto whichthe financial statements relate and the date of the report.

PLACEMENT OF SCRIP OFTHE COMPANY IN DISSEMIANTION BOARD OF NSE:

The Securities and Exchange Board of India vide its circular CIR/MRD/DSA/14/2012 datedMay 30 2012 had inter alia revised guidelines in respect of exit policy forde-recognition/non-operational stock exchanges and also prescribed exit option toshareholders of exclusively listed companies of de-recognized / non-operational stockexchanges. Madras Stock Exchange (MSE) in which our Company's stocks were exclusivelylisted did not satisfy criteria for continuing as a stock exchange prescribed by SEBI inthe above mentioned Circular. Accordingly MSE decided to seek voluntary exit surrenderof its recognition. It submitted an application for voluntary exit as a Stock Exchange toSEBI on 26th May 2014. Due to the .mandatory closure of MSE the scrip of the Company wasmoved to the "Dissemination Board" of NSE. Subsequently MSE vide its letterdated 03rd December 2014 has informed that the scrip of the Company had been movedtoDissemination Board of National Stock Exchange (NSE)with effect from 01 st December 2014and the Company ceases to be the Listed Company.

Under the "Dissemination Board" mechanism the buyers and sellers of Sharesshall bid/offer through their respective registered trading member of the NSE. The offersplaced on the Exchange's dissemination board shall remain valid for a week. The matchedorders will not be settled through the NSE / Clearing Corporation and will be settledbilaterally between the buyer and the seller for further information about the working ofthe Dissemination Board the shareholders may visit the followingURLwww.nseindia.com/invest/content/dissemination_board.htm. The Company has also published an advertisement in'Financial Express' in English Language & in 'Andhra Bhoomi' in Telugu language on28th January 2015 in connection with de-listing of shares of the Company.

MANAGEMENT DISCUSSIONANDANALYSIS:

Management Discussion and Analysis Report emphasizing the business details isattached and forms part of the report.

CORPORATEGOVERNANCE:

The Company reviews its Corporate Governance process on an ongoing basis. In order toachieve greater control the Company has put in place a structured Governance process interms of reporting / accountability and submission of financial and non-financialinformation.

AUDITORS:

M/s. Vasireddi & Co. Chartered Accountants were appointed as Statutory Auditorsof the Companyto hold office from the conclusion of the Annual General Meeting (AGM) heldon 26th September 2014 until the conclusion of the Fifth consecutive AGM subject toratification of appointment by members at everyAGM held after AGM conducted on 26thSeptember 2014. The members are requested to ratify the appointment of the StatutoryAuditors. The Statutory Auditors have confirmed their eligibility under Section 141 of theCompanies Act 2013 and rules framed there under for their re-appointment asStatutoryAuditors of the Company. •

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 5000007- or above per month and Rs.60000007- or above per year. Hence details of the employees of the Company as requiredpursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not furnished.

CONSERVATIONOFENERGY.TECHNOLOGYABSORPTION AND FOREIGNEARNINGSANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 readwithRule 8(3) of theCompanies (Accounts) Rules 2014 is annexed herewith as Annexure B.

CORPORATE SOCIAL RESPONSIBILITY fCSR):

The Company does not fall under the class of Companies mentioned under Section 135 ofthe Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules 2014hence the Company has not spent any Funds towards Corporate Social Responsibility.

ANNUALEVALUATIONBY THE BOARD:

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

a) Attendance of Board Meetings and Board Committee Meetings;

b) Quality of contribution to Board deliberations;

c) Strategic perspectives or inputs regarding future growth of Company and itsperformance;

d) Providing perspectives and feedback froing beyond information provided by themanagement;

e) Commitment to shareholder and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis 7 her evaluation.

VIGIL MECHANISM:

The Company has not established Vigil Mechanism as the Company is not covered under thecategory of Companies mentioned under sub-section 9 of Section 177 of the Companies Act2013 read with Companies (Meeting of Board and its Powers) Rules 2014. However the Companyhas framed adequate policy for Directors & Employees to report genuine concerns orgrievances to the Audit Committee. The policy safeguards against victimization ofDirectors and Employees who report concerns to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROBHITIONAND REDRESSAH.ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the year under review no complaints have been received.

COMPLIANCEOFFICER

Mr. V. Padmanabham

D. No. 7-5-20 Plot No.35

ECMP HOUSE

Pandurangapuram Vishakapatnam - 530003

INVESTOR EDUCATION AND PROTECTION FUND:

No amount has been transferred to IEPF this year.

GENERALSHAREHOLDER INFORMATION

a) Date time and venue forAGM:

Saturday the 26th day of September 2015 at 10.30 A.M
D. No. 7-5-20 Plot No.35
ECMP HOUSE
Pandurangapuram
Vishakapatnam - 530003

b) Date of Book Closure:

Saturday the 19th day of September 2015 to Saturday the 26th day of September 2015(Both Days Inclusive).

c) Registrar and Share Transfer Agents [for Physical and Electronic mode]

M/s. BTS Consultancy Services Pvt. Ltd
Plot No.8 M. S. Complex (Near 200 Feet Road R.T.O. Kolathur)
First Floor.Sastri Nagar Rettary Kolathur
Chennai 600099
Phone: 044 25565121

d) Share Transfer System

The operations in the Demat segment of shares of the Company are controlled by theRegistrar and Share Transfer Agents by providing connectivity with the National SecurityDepository Limited (NSDL).

The transfer of Physical Shares transfer cum Dematerialization of physical sharesDematerialization and Rematerialization of shares are processed by the Registrar and ShareTransfer Agents and are approved by the Stakeholders Relationship Committee.

e) Registered Office:

SSF Limited

D. No. 7-5-20 Plot No.35

ECMP HOUSE

Pandurangapuram Vishakapatnam - 530003

f) Factory Location:

1) Chinnamushidivada Sujatha Nagar Pendurthi Visakhapatnam-531173

2) Jagannaickpur Kakinada - 533002

Address for Correspondence Communication relating to Shares
Transfers and other allied activities
Registered Office: Administrative office
SSF Limited SSF Limited
D. No. 7-5-20 Plot No.35 K16 (Old No. K-28)
ECMPHOUSE First Main Road
Pandurangapuram Anna Nagar East
Vishakapatnam - 530003 Chennai - 600102

ACKNOWLEDGEMENTS:

The Directors thank the Central and State Government Departments Organizations andAgencies for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all stakeholders of the Company viz. memberscustomers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all Employees of the Company for their unstinted commitment and continuedcontribution to the Company.

On Behalf Of the Board of Directors
Sd/- Sd/-
Place: Chennai V. Padmanabham Allam Prabhakar
Date: 28.07.2015 Managing Director Director
(DIN 01246827) (DIN 06399535)

ANNEXURE-B

STATEMENT CONTAINING PARTICULARS PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014AND FORMING PART OF DIRECTORS' REPORT

I . CONSERVATION OFENERGY

(i) the steps taken or impact on conservationof energy;

The Company has been laying emphasis on the conservation of energy and taking severalmeasureslike effective control on utilization of energy and regular monitoring of itsconsumption etc. The adoptionof energy conservation measures has helped the Company inreduction of cost and reduced maChinedown-time.

(ii) the steps taken by the Company for utilising alternate sources of energy;

During the year the Company has not taken any steps for utilizing alternate sources ofenergy. However the Company is exploring the opportunities to use alternate sources ofenergy such as solar power LED lights etc.

(Hi) the capital investment on energy conservation equipments;

During the year the Company has not made any capital investment on energy conservationequipments.

II.TECHNOLOGYABSORPTION

Research and Development

The Company has not spent any amount in the year 2014-2015 for R&D.

Technology absorption adaptation and innovation

The Company has not imported any technology for jts products.

III.FOREIGN EXCHANGEEARNINGS&OUTGO

Total Foreign Exchange Earnings & Outgo equivalent in Rs. is as follows:

FOB Value earned Rs. 259794443/-
Foreign Exchange Spent NIL

 

For and on behalf of the Board
Sd/- Sd/ -
Place: Chennai V . Padmanabham Allam Prabhakar
Date: 28.07:2015. ManagingDirecto r Directo r
(DIN 01246827) (DIN 06399535)