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SSPDL Ltd.

BSE: 530821 Sector: Infrastructure
NSE: N.A. ISIN Code: INE838C01011
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VOLUME 28726
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52-Week low 51.20
P/E 13.27
Mkt Cap.(Rs cr) 125
Buy Price 0.00
Buy Qty 0.00
Sell Price 96.45
Sell Qty 204.00
OPEN 98.55
CLOSE 95.55
VOLUME 28726
52-Week high 118.00
52-Week low 51.20
P/E 13.27
Mkt Cap.(Rs cr) 125
Buy Price 0.00
Buy Qty 0.00
Sell Price 96.45
Sell Qty 204.00

SSPDL Ltd. (SSPDLLTD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twenty-Second Annual Report on thebusiness and operations of the Company together with the Audited Financial Accounts forthe year ended 31st March 2016.

FINANCIAL RESULTS

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

A) STANDALONE:

( Rs In Lakhs)

PARTICULARS 2015-2016 2014-2015
Total Income 8385.48 15008.51
Less: Operating Expenses 7009.13 14435.28
Gross Profit/(Loss) before Depreciation and Interest 1376.35 573.23
Less: Finance Costs 191.48 219.13
Depreciation 20.10 22.27
Profit/(Loss) before Tax Before exceptional and extra-ordinary items 1164.77 331.83
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items 1164.77 331.83
Less: Tax Expense(Net) 157.59 16.85
Profit/(Loss) After Tax 1322.36 314.98
Balance of Profit brought forward 881.85 586.88
Profit available for appropriation 2204.21 881.85
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 2204.21 881.85
B) CONSOLIDATED: ( Rs In Lakhs)
PARTICULARS 2015-2016 2014-2015
Total Income 8543.37 15537.86
Less: Operating Expenses 7310.73 15844.23
Gross Profit/(Loss) before Depreciation and Interest 1232.64 (306.37)
Less: Finance Costs 349.45 299.99
Depreciation 90.22 520.55
Profit/(Loss) before Tax Before exceptional and extra-ordinary items 792.97 (1126.91)
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items 792.97 (1126.91)
Less: Tax Expense (Net) 157.59 16.85
Profit/(Loss) After Tax
(Before Minority Interest and Share of Results of Associates) 950.56 (1143.76)
Less: Share of Profit /(Loss) of Minority Interest and Associates (11.25) 0.00
Profit/(Loss) After Tax for the year 939.31 (1143.76)

STATE OF THE COMPANY’S AFFAIRS

The total income of your Company for the year under review is Rs 8385.48 lakhsas compared to Rs 15008.51 lakhs for the previous year ended 31st March 2015. Profitafter tax is Rs 1322.36lakhs as against Rs 314.98 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. 2016-17is expected to be inaccordance with Company’s plans.

PROPERTY DEVELOPMENT PROJECTS CHENNAI

Alpha City Project

The construction of 477000 Sft IT Park has been completed in 2007 and software majorslike IBM were Tenants in this building. Company is yet to receive Rs 20.66 crores fromAlpha City IT park. As the IT market pickup and expected revival in occupancy is seen weare hope full to recover the amount during this financial year.

Matrix Towers

The construction of this 140000 Sft. IT Park is almost completed. Due to slump in ITspace the state of the project has not changed and Company is exploring the market forsale/lease of the balance unsold space of about 8500 Sft. 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 Sft.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 downwards lump 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.

Final approval has been obtained and pre-launch sales have been good with 207apartments booked. Phase 1 is under construction and 1.9 lakh sq. ft. out of the total 2.5lakh sq. ft. sold till date. A total of Rs 80 crores booking value generated till date.

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 our share about 13 Villas and 32 apartments in the two projects.The Mayfair project is completed and handing over is taking place and have unsold area ofRs 10968 sq. ft. Construction of Villas in Lakewood is in progress and because ofslowdown in project sales in Chennai the balance villas will be completed by September2017.

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 Mutully 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 of1265 homes and apartments under EWS and LIG scheme to the extent of 1.25 lakhs sq. feetbesides commercial and common amenities. We also received sanctions from the VillagePanchayats of Kollur 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 Rs139.47 crores. And the Company entered into construction agreement with BHEL EmployeesModel Mutually Aided Co-operative House Building Society Ltd for construction of 1155homes for a consideration of Rs 12.95 lakhs per house (cost is subject to escalation)excluding the taxes.

We have since commenced the construction work by subcontracting to six contractors. CBRichard Ellis (CBRE) has been appointed as the Project Management Consultant foroverseeing the project execution. It is expected to conclude the construction activitywithin 24 months.

Company has since sold 85% 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. two 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 themicro market is not supporting for villa development doing aa layout development forselling the developed plots. The

HMDA has issued the draft approval for the layout and work has been commenced. Initialbookings to the extent of 55% of the project have been taken. The project is expected tobe completed by December 2016.

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 KasturiRangan 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 (formerly SSPDL Interserve Private Limited) (“SIPL”)for carrying on the Construction Business. During the year under review Company receivedthe retention money from M/s. SAMHI with regard to Fairfield & Marriot Hotel project.

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

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year ended March 312016.

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 2016.

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 Sri 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 compositionand other details of these Committees are provided in the Corporate Governance Reportwhich is enclosed to this report. However the details of the Corporate SocialResponsibility Committee are provided in this report only.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

APPOINTMENT OR RESINGATION

During the year under review following changes occurred in the position of Directors /KMPs of the Company: As mentioned in the previous annual report (A) Sri S. Suryanarayanaresigned as an Independent Director of the Company on 30.05.2015 (B) In the AnnualGeneral Meeting (AGM) held on 30.09.2015: (i) Sri Prakash Challa (DIN 02257638) wasre-appointed as Director (ii) Smt. Sridevi Challa was appointed as a director and (iii)Dr. T. Krishna Reddy was appointed as an Independent Director for a period of five yearswith effect from 20.08.2015.

In accordance with provisions of section 152 of the Companies Act 2013 Sri E. BhaskarRao (DIN 00003608) retires by rotation as Director at the ensuing annual general meetingand being eligible offers himself for re-appointment. The brief profile of Sri E. BhaskarRao is provided as an annexure to the Notice convening the Annual General Meeting.

Your Directors recommend the re-appointment of Sri E.Bhaskar Raoas Director of theCompany at the ensuing AnnualGeneral Meeting.

NUMBER OF MEETINGS OF THE BOARD

During the year 5(five) meetings of the Board of Directors were held on 30.05.201508.08.2015. 20.08.2015 14.11.2015 and 06.02.2016. 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) OF SECTION 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 (formerly SSPDL Interserve Private Limited) with effect from 16.05.2015 become awholly 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 recordedturnover of Rs 4.87 lakhs and loss after tax of Rs 34.83 lakhs for the year ended 31stMarch 2016 as compared to turnover of Rs 12.38 lakhs and loss after tax of Rs14.11 lakhs in the previous year.

SSPDL Realty India Pvt Ltd a wholly owned subsidiary of the Companyrecorded turnover of Rs 19.67 lakhs and loss after tax of Rs 73.26 lakhs for the yearended 31st March 2016 as compared to turnover of Rs 7.54 lakhs and loss after tax of Rs44.77 lakhs in the previous year.

SSPDL Real Estates India Pvt Ltd a wholly owned subsidiary of the Companyrecorded turnover of Rs 52.21 lakhs and loss after tax of Rs 102.05 lakhs for the yearended 31st March 2016 as compared to turnover of Rs 29.30 lakhs and loss after tax of Rs87.71 lakhs in the previous year.

SSPDL Infra Projects India Pvt Ltd a wholly owned subsidiary of theCompany recorded turnover of Rs 21.55 lakhs and loss after tax of Rs 12.59 lakhs for theyear ended 31st March 2016 as compared to turnover of Rs 19.08 lakhs and loss after taxof Rs 12.38 lakhs in the previous year.

l SSPDL Infratech Pvt Ltd (formerly SSPDL Interserve Pvt Ltd) a wholly ownedsubsidiary of the Company recorded turnover of Rs 59.60 lakhs and loss after tax of Rs149.02 lakhs for the year ended 31st March 2016 as compared to turnover of Rs 818.08lakhs and loss after tax of Rs 1300.22 lakhs in the previous year.

Northwood Properties India Pvt Ltd an associate of the Company recordedtotal revenue of Rs 927.77 lakhs and loss after tax of Rs 163.75 lakhs for the year ended31st March 2016 as compared to total revenue of Rs NIL and profit/(loss) after tax of RsNIL in the previous year. As on 31.03.2016 Paid-up Share Capital is Rs 27.00 lakhs TotalLiabilities is Rs 64.24 crores and Total Assets is Rs 64.24crores.

Company is not having joint ventures hence no information is provided. Financialposition of each of the subsidiaries companies are provided in Form AOC-1 attached to theconsolidated financial statements.

The above stated wholly owned subsidiaries in aggregate contributed a loss after taxof Rs 371.75 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 11.25 lakhsfor the year ended 31st March 2016

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 Regulations 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 the Companies 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 interalia 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 2016 is attached as ANNEXURE - 1 to this Report.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO 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 Hyderabad (Registration No. 001757S) whohad been re-appointed at the 20th Annual General Meeting (AGM) held on 30th September2014 as Statutory Auditors of your Company to hold office from the conclusion of the20th AGM till the conclusion of the twenty-third AGM to beheld in the year 2017 subjectto ratification of their appointment at every AGM.

The Company received a letter from M/s. Karvy & Co. confirming that they areeligible for re-appointment as auditors of the Company under section 139 of the CompaniesAct 2013 and meet the criteria for appointment specified in section 141 of the CompaniesAct 2013.

Based on the recommendations of the Audit Committee and as per the provisions ofsection 139(1) of the Companies Act 2013 the Board of Directors of your Company proposesto ratify the appointment of M/s. Karvy & Co. Chartered Accountants as the StatutoryAuditors of the Company.

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 2016-17. In terms of Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditorsfor the financial year 2016-17 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 2016.

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 isannexed with this Report as ANNEXURE - 2.

EXPLANATION OR COMMENTS TO QUALIFICATION RESERVATION ADVERSE REMARK OR DISCLAIMERMADE IF ANY IN THE STATUTORY AUDITORS’ REPORT AND THE SECRETARIAL AUDIT REPORT

The Statutory Auditors’ Report and the Secretarial Audit Report to the membersfor the year ended March 31 2016 does not contain any qualification reservationadverse remark or disclaimer which require explanations or comments by the Board.

DEMATERIALISATION OF SHARES:

Of the total shares 1.68% shares have been held in physical for mas 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 (PREVENTION PROHIBITION 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 2016 there were no incidents of sexual harassmentreported 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 haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat 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 OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS 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 COMPANY WHICHHAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the financial year ended March 31 2016 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 this Report. TheCSR Policy is available on the website of the Company at http://sspdl.com/investors.php

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

UNDER SECTION 186 OF THE COMPANIES 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 IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT2013

All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm’s Length pricing basis. And there were no materialcontracts or arrangements or transactions entered by the Company at arm’s lengthbasis with the related parties during the financial year 2015-16 which were in conflictwith the interest of the Company. Suitable disclosures as required under AS-18 have beenmade in the Notes to the financial statements.

The Board had approved policies on Related Party Transactions and Material Subsidiary.Both the policies have been uploaded on the Company’s website under the web link:http://sspdl.com/ investors.php.

CONSERVATIONOFENERGYTECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 No technology has been imported during the past 3 years.
from the beginning of the financial year)-
(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 NIL
the reasons thereof; and
(iv) the expenditure incurred on Research and Development. NIL
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the For the year ended
Foreign Exchange outgo during the year in terms of actual outflows: 31.03.2016
- Foreign Exchange Earnings NIL
- Foreign exchange Outgo 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 ofa 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 PARTICLULARS 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 inexcess 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) ofthe 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 :13.08.2016