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SSPDL Ltd.

BSE: 530821 Sector: Infrastructure
NSE: N.A. ISIN Code: INE838C01011
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OPEN 91.00
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VOLUME 2696
52-Week high 109.00
52-Week low 51.20
P/E 60.93
Mkt Cap.(Rs cr) 119
Buy Price 91.95
Buy Qty 5.00
Sell Price 92.00
Sell Qty 200.00
OPEN 91.00
CLOSE 92.65
VOLUME 2696
52-Week high 109.00
52-Week low 51.20
P/E 60.93
Mkt Cap.(Rs cr) 119
Buy Price 91.95
Buy Qty 5.00
Sell Price 92.00
Sell Qty 200.00

SSPDL Ltd. (SSPDLLTD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twenty-Third Annual Report on thebusiness and operations of the Company together with the Audited Financial Accounts forthe year ended 31st March 2017.

FINANCIAL RESULTS

The financial highlights of the current year in comparison to the previous year are asunder.

A) STANDALONE:

(Rs. In Lakhs)

PARTICULARS 2016-2017 2015-2016
Total Income 11350.24 8385.48
Less: Operating Expenses 8574.17 7009.13
Gross Profit/(Loss) before Depreciation and Interest 2776.08 1376.35
Less: Finance Costs 217.49 191.48
Depreciation and Amortisation Expense 18.00 20.10
Profit/(Loss) before Tax Before exceptional and extra-ordinary items 2540.58 1164.77
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items 2540.59 1164.77
Less: Tax Expense (Net) 910.066 (157.59)
Profit/(Loss) After Tax 1630.52 1322.36
Balance of Profit brought forward 2204.21 881.86
Profit available for appropriation 3834.73 2204.22
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 3834.73 2204.22

 

B) CONSOLIDATED: (Rs. In Lakhs)
PARTICULARS 2016-2017 2015-2016
Total Income 11485.97 8543.37
Less: Operating Expenses 8869.99 7310.73
Gross Profit/(Loss) before Depreciation and Interest 2615.99 1232.64
Less: Finance Costs 291.06 349.44
Depreciation and Amortisation Expense 51.48 90.22
Profit/(Loss) before Tax Before exceptional and extra-ordinary items 2273.45 792.98
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items 2273.45 792.98
Less: Tax Expense (Net) 910.07 (157.59)
Profit/(Loss) After Tax (Before Minority Interest and Share of Results of Associates) 1363.38 950.57
Less: Share of Profit /(Loss) of Minority Interest and Associates 0.00 (11.25)
Profit/(Loss) After Tax for the year 1363.38 939.32

STATE OF THE COMPANY’S AFFAIRS

The total income of your Company for the year under review is Rs.11350.24 lakhs ascompared to Rs.8385.48 lakhs for the previous year ended 31st March 2016. Profit/(Loss)after tax is Rs.1630.52 lakhs as against Rs.1322.36 lakhs in the previous year.

The projects undertaken by the Company are under different stages of execution and theperformance of the Company during the current year i.e. 2017-18 is expected to be inaccordance with Company’s plans.

PROPERTY DEVELOPMENT PROJECTS CHENNAI

Alpha City Project

The construction of 477000 sq. ft. IT Park has been completed in 2007 and softwaremajors like IBM were Tenants in this building. Company is yet to receive Rs.21.01crores from Alpha City IT park. As the IT market pickup and expected revival in occupancyis seen we are hope full to recover the amount during this financial year.

Matrix Towers

The construction of this 140000 sq. ft. IT Park is almost completed. Due to slump inIT space the state of the project has not changed and Company is exploring the market forsale/lease of the balance unsold space of about 8500 sq. ft. with the recent revival inoccupancy.

Green Acres

The Company had originally entered into a Joint Venture Agreement with land owners fordeveloping 8.11 acres of land into residential apartments aggregating to 1.2 Million sq.ft. The land is situated at Kazhipattur Village in Old Mahabalipuram Road (IT Highway)Kancheepuram District.

Considering the market scenario the Company has renegotiated with the Land Owners forenhanced sharing ratio for us. Also Company has identified an investor for doing theproject jointly. For this purpose Company incorporated a new SPV on 10.06.2011 in the nameof "SSPDL Green Acres LLP" with sharing of 36:64 respectively by the Company andthe investor.

As the residential Markets in Chennai have undergone a downward slump we negotiatedwith the land owners into a profit sharing model from area sharing.

SSPDL Green Acres LLP has entered into partnership with M/s. Godrej Properties Limitedto develop a residential project in Padur OMR Chennai on profit sharing model on27.03.2014. The name of "SSPDL Green Acres LLP" has been changed to "GodrejSSPDL Green Acres LLP".

Final approval has been obtained and launched in July 2015. Phase 1 is underconstruction and 1.96 lakh sq. ft. out of the total 2.63 lakh sq. ft. have been sold tilldate. A total of Rs.83.87 crores booking value generated.

Phase Infinity: Launched during Mar 2017. Area of 77688 sq. ft. have been sold tilldate out of the total 177282 sq. ft. with booking value of Rs.37.88 crores weredone.

Phase 3: Launched during Mar 2017. Area of 17489 sq. ft. have been sold till date outof the total 0.69 lakh sq.ft. with booking value of Rs.7.77 crores were done tilldate.

Phase 2 is being launched in 2017.

SSPDL Lakewood Enclave/Mayfair Apartments

A Residential Villa/Apartment project on a 3.89 Ac plot of land situated at ThalamburVillage of Old Mahabalipuram (IT Express Highway) Chennai. This project is being done inphases. 1st Phase consists of 32 Villas and 2nd phase is 76 apartments i.e. MayfairApartments. Layout sanction and planning permissions are received. Both the buildings havebeen pre-certified GOLD by Indian Green Building Council (IGBS) and we are developingLakewood/Mayfair as Gold rated Green Building.

We have already sold 13 Villas and 38 apartments from our share of 18 villas and 42apartments respectively in the two projects. The Mayfair project is completed and handingover is taking place and have unsold area of 4199 sq. ft. Construction of Villas inLakewood is in progress and have unsold area of 12068 sq. ft. Because of slowdown inproject sales in Chennai the balance villas will be completed by September 2018.

HYDERABAD

The Retreat Hyderabad (BHEL Employees Cyber Colony) The Company has entered into aletter of Intent with one of the employees union of BHEL for developing 1155 homes inabout 90+ acres. We have entered into MOU with BHEL Employees Model Mutually AidedCo-operative House Building Society Ltd on 5th September 2012 for the total sale value ofRs.317 Crores.

On our application with HMDA Company got the sanction for construction of 1265 homesand apartments under EWS and LIG scheme to the extent of 1.25 lakhs sq. feet besidescommercial and common amenities. We also received sanctions from the Village Panchayats ofKollur and Osman Nagar Villages.

Against the above Company finally concluded sale of 1155 plots to BHEL Employees ModelMutually Aided Co-operative House Building Society Ltd at a sale consideration of Rs.139.47crores. And the Company entered into construction agreement with BHEL Employees ModelMutually Aided Co-operative House Building Society Ltd for construction of 1155 homes fora consideration of Rs.12.95 lakhs per house (cost is subject to escalation)excluding the taxes.

The construction work is done by six contractors. CB Richard Ellis (CBRE) has beenappointed as the Project Management Consultant for overseeing the project execution. 75%of the construction work is completed with regard to 1155 and it is expected that by endof December 2017 it will be completed.

Company has since sold 90% of the balance 110 homes and in advance stage of bulk saleof EWS and LIG apartments and we are expecting that the entire project will be completedin about approx. one years’ time.

SSPDL Northwoods

SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs have acquired 42acres in Gundla Pochampally village Hyderabad to develop a gated residential villacommunity "SSPDL Northwoods". Land conversion process is completed.

Since the micro market is not supporting for villa development doing a layoutdevelopment for selling the developed plots. The final layout approval is received fromthe HMDA. Plots bookings to the extent of 100% of the project have been taken. The unsoldcommercial area is about 5154.30 sq. yds. The project is expected to be completed byDecember 2017.

Development of Residential Apartments Chennai:

Company signed a Joint Development Agreement for the development of premium residentialapartments in Prithvi Avenue Chennai. The total area of development is about 14500 sq.ft. wherein SSPDL’s share is 25%. SSPDL’s share is equal to approximate salevalue of Rs.8.00 crores and profit margin of SSPDL is about Rs.1.86 crores.This project is expected to be completed in about 18 months from the date of necessaryapprovals. And plans have been submitted for approval.

KERALA The Retreat

The Company has acquired about 300 acres through itself and its subsidiaries aCardamom plantation land at Kallar Valley Idukki District Kerala. The Company isplanning to use the SPV’s for operating a) Villa Development b) Jungle ResortDevelopment and c) Jungle and Plantation Development.

Plots have been demarcated for sale. Preliminary work with regard to roads has beencompleted. After receiving the necessary approvals from the authorities plots will beregistered in favour of the buyers. Applications are submitted for obtaining thepermission for construction of villas.

The Kerala budget had announced and recently Government has relaxed the conditions forhousing and resorts. However after the recent publication of Kasturi Rangan Committeereport there has been lot of confusion on the development of the project in the IddukkiDistrict. The Kerala Government has appealed to Government of India Ministry ofEnvironment to have a relook at the report. Unless that is settled we do not see any scopeof commencing the project.

CONSTRUCTION BUSINESS:

Members are aware that Company has incorporated a Subsidiary Company i.e. SSPDLInfratech Private Limited ("SIPL") for carrying on the Construction Business.

During the year under review no further contract has been taken in SIPL.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year ended March 312017.

THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES

The Company does not propose to transfer any amount to the general reserve for thefinancial year ended March 31 2017.

COMMITTEES OF THE BOARD

Pursuant to requirement under the Companies Act 2013 and Listing Agreement / TheSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors has constituted Committees of the Board i.e.Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee and Corporate Social Responsibility Committee.

Audit Committee: As on the date of this report the Audit Committee comprises SriB. Lokanath (Chairman) Sri E. Bhaskar Rao (Member) and Dr.T . Krishna Reddy (Member).During the period under review there were no instances of non-acceptance ofrecommendations put forth by the Audit Committee to the Board.

The details of composition and other details of these Committees are provided in theCorporate Governance Report which is enclosed to this report. However the details of theCorporate Social Responsibility Committee are provided in this report only.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION

During the year under review in the Annual General Meeting (AGM) held on 30.09.2015Sri E.Bhaskar Rao (DIN 00003608) was re-appointed as Director.

The Key Managerial Personnel of the Company during the year are: (i) Sri PrakashChalla Chairman and Managing Director (ii) Sri U.S.S. Ramanjaneyulu N. Chief FinancialOfficer and (iii) Sri A.Shailendra Babu Company Secretary. And during the year therewas no change in the KMPs of the Company.

In accordance with provisions of section 152 of the Companies Act 2013 ("theAct") Smt. Sridevi Challa (DIN 01802477) retires by rotation as Director at theensuing annual general meeting and being eligible she offers herself for re-appointment.The brief profile of Smt. Sridevi Challa is provided as an annexure to the Noticeconvening the 23rd Annual General Meeting.

Your Directors recommend the (i) re-appointment of Smt. Sridevi Challa as Director ofthe Company and (ii) payment of remuneration to Sri Prakash Challa Chairman and ManagingDirector at the ensuing Annual General Meeting. Attention of the Members is invited tothe relevant item in the Notice of the AGM and the Explanatory Statement thereto.

The disclosures required pursuant to Regulation 36 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are given in the Notice of the AGM formingpart of the Annual Report and disclosure pursuant to proviso of section II B(iv) of PartII of Schedule V of the Act and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is disclosed in the Corporate Governance Report formingpart of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year 5 (five) meetings of the Board of Directors were held on 05.04.201628.05.2016 13.08.2016 14.11.2016 and 14.02.2017. The details of the meetings arefurnished in the Corporate Governance Report which is enclosed to this report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149

The Board hereby confirms that all the Independent Directors of the Company have givena declaration that they meet the criteria of Independence as provided in Section 149(6) ofthe Companies Act 2013.

SHARES PLEDGED BY THE PROMOTERS/DIRECTORS

The number of shares pledged by promoter and directors of the company: NIL.

INSURANCE

The properties and insurable interest of the Company wherever considered necessary andto the extent required have been adequately insured.

SUBSIDIARY/ASSOCIATE COMPANIES

Names of companies which have become or ceased to be its subsidiaries joint venturesor associate companies during the year:

During the year under review no new company become or ceased as Subsidiary JointVenture or Associate of the company. As informed earlier M/s. SSPDL Infratech PrivateLimited with effect from 16.05.2015 become a wholly owned subsidiary of the company.

Report on highlights of performance financial position of each of the subsidiariesassociates and joint venture companies and their contribution to the overall performanceof the company during the period under report:

SSPDL Resorts Pvt Ltd a wholly owned subsidiary of the Company recorded turnoverof Rs.10.05 lakhs and loss after tax of Rs.28.89 lakhs for the year ended 31st March 2017as compared to turnover of Rs.4.87 lakhs and loss after tax of Rs.34.83 lakhs in theprevious year.

SSPDL Realty India Pvt Ltd a wholly owned subsidiary of the Company recordedturnover of Rs.29.36 lakhs and loss after tax of Rs.56.79 lakhs for the year ended 31stMarch 2017 as compared to turnover of Rs.19.67 lakhs and loss after tax of Rs.73.26 lakhsin the previous year.

SSPDL Real Estates India Pvt Ltd a wholly owned subsidiary of the Company recordedturnover of Rs.41.13 lakhs and loss after tax of Rs.101.39 lakhs for the year ended 31stMarch 2017 as compared to turnover of Rs.52.21 lakhs and loss after tax of Rs.102.05lakhs in the previous year.

SSPDL Infra Projects India Pvt Ltd a wholly owned subsidiary of the Companyrecorded turnover of Rs.31.04 lakhs and loss after tax of Rs.39.25 lakhs for the yearended 31st March 2017 as compared to turnover of Rs.21.56 lakhs and loss after tax ofRs.12.59 lakhs in the previous year.

SSPDL Infratech Pvt Ltd a wholly owned subsidiary of the Company recorded turnoverof Rs.24.16 lakhs and loss after tax of Rs.41.40 lakhs for the year ended 31st March 2017as compared to turnover of Rs.59.60 lakhs and loss after tax of Rs.149.02 lakhs in theprevious year.

Northwood Properties India Pvt Ltd an associate of the Company recorded totalrevenue of Rs.2951.07 lakhs and loss after tax of Rs.1354.13 lakhs for the year ended 31stMarch 2017 as compared to total revenue of Rs.927.77 and profit/(loss) after tax ofRs.163.75 in the previous year. As on 31.03.2017 Paid-up Share Capital is Rs.27.00 lakhsTotal Liabilities is Rs.2179.44 crores and Total Assets are Rs.2179.44 crores. Company isnot having joint ventures hence no information is provided. Financial position of eachof the subsidiaries companies are provided in Form AOC-1 attached to the consolidatedfinancial statements.

The above stated wholly owned subsidiaries in aggregate contributed a loss after taxof Rs.267.17 lakhs to the consolidated profit of the Company. And Northwood PropertiesIndia Pvt Ltd an associate of the Company contributed a loss after tax of Rs.1354.13lakhs for the year ended 31st March 2017.

Statement containing salient features of financial statements of subsidiaries:

In pursuance of provisions of section 129(3) of the Companies Act 2013 and Rule 5 ofthe Companies (Accounts) Rules 2014 a Statement containing salient features of financialstatements of subsidiaries in the prescribed format - Form AOC-1 is attached to theconsolidated financial statement.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements presented by the Company are prepared inaccordance with the Accounting Standard 21 on Consolidated Financial Statements read withAccounting Standard 23 on Accounting for Investments in Associates Listing Regulations.

In pursuance of provisions of section 129(3) of the Companies Act 2013 theconsolidated financial statement are enclosed for laying before the annual general meetingof the company along with the laying with the financial statement of the Company.

Upon a request is received the annual accounts of the subsidiary companies will bemade available to shareholders of the company. The annual accounts of the subsidiarycompanies shall also be kept for inspection during business hours by any shareholder inthe registered office of the company and same will be kept on the company’s websitei.e. www.sspdl.com.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is enclosed which forms part of the annualreport. The Auditor’s Certificate regarding compliance of conditions of corporategovernance is annexed with the directors’ report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) a separate report onManagement Discussion and Analysis is enclosed as an annexure to the Director’sReport.

DEPOSITS

During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V – Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL

During the year under review your Company has not issued (i) equity shares withdifferential voting rights (ii) sweat equity shares (iii) employee stock options and(iv) not made any provision of money for purchase of its own shares by employees or bytrustees for the benefit of employees.

WHISTLE BLOWER POLICY

In pursuance of provisions of the Companies Act 2013 and the Listing RegulationsCompany has formulated Whistle Blower Policy (Vigil Mechanism) with a view to provide amechanism for (i) directors and employees of the Company to freely communicate/ reportgenuine concerns or/and grievances about illegal or unethical practices unethicalbehaviour actual or suspected fraud or violation of the Company’s code of conduct orethics policy and (ii) the stakeholders of the company to freely communicate theirconcerns about illegal or unethical practices and to approach the WhistleOfficer/Chairman of the Audit Committee of the Company to inter-alia report the same tothe management. This Policy is an extension of the Company’s Code of Conduct.

The Audit Committee oversee the vigil mechanism through the committee. This Policyinter-alia provides a direct access to the Chairman of the Audit Committee.

The Whistle Officer/Chairman of the Audit Committee shall submit a report to the AuditCommittee on a regular basis about all the complaints referred to him/her since the lastreport together with the results of investigations if any.

The Whistle Blower Policy may be accessed on the Company’s website at the link:viz. www.sspdl.com/investors/policy/

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 an extract of Annual Returnin Form MGT-9 as on March 31 2017 is attached as ANNEXURE - 1 to this Report.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS.

The company has placed system of internal financial controls with reference to thefinancial statements. In our view these internal financial controls are adequate and areoperating effectively.

AUDITORS

M/s. Karvy & Co. Chartered Accountants (ICAI Firm Registration No. 001757S)Hyderabad the retiring Auditors of the Company complete their term as Statutory Auditorsas provided under the Companies Act 2013 and relevant Rules thereunder at the conclusionof the ensuing Annual General Meeting ("AGM") of the Company.

The Board has placed on record its sincere appreciation for the services rendered byM/s. Karvy & Co. Chartered Accountants as Statutory Auditors of the Company.

The Board of Directors on the recommendation of the Audit Committee has approved andrecommended to the Members the appointment of M/s. A. Madhusudana & Co. CharteredAccountants (ICAI Firm Registration No. 007405S) Hyderabad as Statutory Auditors for aperiod of 5 years commencing from the conclusion of the 23rd AGM till the conclusion ofthe 28th AGM subject to ratification of their appointment by the Members at every AGM asmay be applicable. M/s. A. Madhusudana & Co. Chartered Accountants have given awritten consent to act as Statutory Auditors of your Company and have also confirmed thatthe said appointment would be in conformity with the provisions of sections 139 and 141 ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014.

The Members are requested to appoint M/s. A. Madhusudana & Co. CharteredAccountants as Statutory Auditors of the Company in place of the retiring Auditors M/s.Karvy & Co. Chartered Accountants at the ensuing AGM for a term of 5 years from theconclusion of the ensuing AGM till the conclusion of the 28th AGM and fix theirremuneration.

The Auditors’ Report is unmodified and does not contain any qualificationreservation adverse remark or disclaimer.

AUDITORS’ REPORT

The Auditors’ Report to the shareholders does not contain any qualification oradverse remarks which require any clarification or explanation.

COST AUDIT

As per the provisions of section 148 of the Companies Act 2013 and Rule 4 of theCompanies (Cost Records and Audit) Amendment Rules 2014 Cost audit is applicable to yourCompany.

Based on the recommendations of the Audit Committee the Board of Directors haveappointed M/s. D R S & Co. Cost Accountants Hyderabad (Membership No.: 19892) as theCost Auditors of the Company for the financial year 2017-18. In terms of Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditorsfor the financial year 2017-18 is subject to ratification by the shareholders of theCompany. The Notice convening the Annual General Meeting contains the proposal forratification of the remuneration payable to the Cost Auditors.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under the Board has appointed Smt. BanduvulaKrishnaveni Practising Company Secretary Hyderabad as the Secretarial Auditors of theCompany to carry out the secretarial audit for the year ending 31st March 2017. ASecretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexedwith this Report as ANNEXURE - 2.

EXPLANATION OR COMMENTS TO QUALIFICATION RESERVATION ADVERSE REMARK ORDISCLAIMER MADE IF ANY IN THE STATUTORY AUDITORS’ REPORT AND THE SECRETARIALAUDIT REPORT

The Statutory Auditors’ Report and the Secretarial Audit Report to the membersfor the year ended March 31 2017 does not contain any qualification reservationadverse remark or disclaimer which require explanations or comments by the Board.

DEMATERIALISATION OF SHARES:

Of the total shares 1.67% shares have been held in physical form as of now.Shareholders holding shares in physical form are once again advised to dematerialize theirshares to avoid the risk associated with the physical holding of share certificates andalso for facilitating easy liquidity for shares.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide a protective environment at workplace for all itswomen employees. Also in terms of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under Companyhas constituted internal complaints committees to which employee scan write in theircomplaints and the Company has in place a formal policy for Prevention of SexualHarassment of its employees. During the year ended 31 March 2017 there were no incidentsof sexual harassment reported in the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the Companies Act 2013your directors hereby confirm that: (a) in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; (b) the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the profit and loss of the company for that period; (c) theDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) the Directorshad prepared the annual accounts on a going concern basis; and (e) the Directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively.

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

THE CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’SOPERATIONS IN FUTURE

There are no significant and/or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OFTHIS REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the financial year ended March 31 2017 of the Companyand the date of this Report.

CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility ("CSR") Committee has been constituted inaccordance with the provisions of Section 135 of the Companies Act 2013. The detailsrequired under the Companies Act 2013 and the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are given in CSR Report appended as an ANNEXURE - 3 to thisReport. The CSR Policy is available on the website of the Company athttp://sspdl.com/investors.phpm

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm’s Length pricing basis. And during the year theCompany had not entered into any contracts or arrangements or transactions with relatedparties which could be considered material in accordance with the policy on related partytransactions of the Company. Also there were no such transactions entered by the Companywhich were in conflict with the interest of the Company. Suitable disclosures as requiredunder AS-18 have been made in the Notes to the financial statements. The Board hadapproved policies on Related Party Transactions and Material Subsidiary. Both the policieshave been uploaded on the Company’s website under the web link: http://sspdl.com/investors.php.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

In terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 the particulars of conservation of energy technologyabsorption foreign exchange earnings and outgo are provided below:

(A) Conservation of energy-
(i) the steps taken or impact of energy on conservation Even though the Company’s activity is Real Estate
Property Development and Civil Construction which are not power intensive the Company is making every effort to conserve the usage of power.
(ii) the steps taken by the company for utilising alternate sources of energy Not Applicable
(iii) the capital investment on energy conservation equipments NIL
(B) Technology absorption-
(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No technology has been imported during the past 3 years.
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NIL
(iv) the expenditure incurred on Research and Development. NIL

 

(C) Foreign exchange earnings and Outgo- For the year ended
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: 31.03.2017 31.03.2016
- Foreign Exchange Earnings NIL NIL
- Foreign exchange Outgo 50077 NIL

RISK MANAGEMENT

The Company has developed and implemented a risk management policy for the company. Inthe opinion of the Board there are no foreseeable risks which may threaten the existenceof the Company.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy containing (a) criteria for determiningqualifications positive attributes independence of a director etc. and (b) guidingprinciples for payment of remuneration to Directors Key Managerial Personnel and otheremployees is provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation of Board Committee(s) and individual Directors was carried out based onstructured questionnaire encompassing parameters such as performing statutory dutieslevel of engagement and contribution independence of judgment etc. Further the detailson performance evaluation criteria are provided in the Corporate Governance Report.

THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in ANNEXURE – 4.

Further a statement showing the names remuneration received and other particulars oftop ten employees and employees drawing remuneration in excess of the limits as set out inthe Rules 5(2) and 5(3) of the aforesaid Rules forms part of this report. However interms of first proviso to Section 136(1) of the Act the Annual Report and Accounts arebeing sent to the members and others entitled thereto excluding the aforesaidinformation. The said information is available for inspection by the members at theRegistered Office of the Company during business hours on working days up to the date ofthe ensuing Annual General Meeting. Any member interested in obtaining such informationmay write to the Company Secretary and the same will be furnished on request. Further thedetails are also available on the Company’s website: www.sspdl.com

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to the ShareholdersInvestors Financial Institutions Banks Suppliers Government and Semi-Governmentagencies for their continued assistance and co-operation extended to the Company and alsowishes to place on record their appreciation of employees for their hard work dedicationand commitment.

For and on behalf of the Board of Directors
PRAKASH CHALLA E.BHASKAR RAO
CHAIRMAN AND DIRECTOR
MANAGING DIRECTOR (DIN 00003608)
(DIN 02257638)
Place : Hyderabad
Date :17.08.2017