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SSPDL Ltd.

BSE: 530821 Sector: Infrastructure
NSE: N.A. ISIN Code: INE838C01011
BSE 00:00 | 08 Aug 16.75 -0.80
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NSE 05:30 | 01 Jan SSPDL Ltd
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VOLUME 385
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P/E
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Buy Price 0.00
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OPEN 16.75
CLOSE 17.55
VOLUME 385
52-Week high 27.45
52-Week low 11.50
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SSPDL Ltd. (SSPDLLTD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twenty-Seventh AnnualReport on the business and operations of the Company together with the Audited FinancialAccounts for the year ended 31st March 2021.

FINANCIAL RESULTS

The financial highlights of the current year in comparison to theprevious year are as under.

A) STANDALONE:

(Rs In Lakhs)

PARTICULARS 2020-21 2019-20
Total Revenue 1068.76 616.75
Less: Operating Expenses 765.34 1120.33
Gross Profit/(Loss) before Depreciation and Interest 303.40 (503.58)
Less: Finance Costs 472.22 495.86
Depreciation and Amortization Expense 40.45 38.67
Profit/(Loss) before Tax Before exceptional and extra-ordinary items (209.25) (1038.11)
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items (209.25) (1038.11)
Less: Tax Expense (Net) 985.32 89.68
Profit/(Loss) After Tax (1194.57) (948.43)
Balance of Profit brought forward (1182.05) (231.17)
Adjustment as per Ind AS 115 0.00 (2.46)
Profit available for appropriation (2376.62) (1182.05)
APPROPRIATIONS --
Proposed Dividend -- -
Tax on the proposed dividend -- -
Transfer to General Reserve -- -
Balance carried to Balance Sheet (2376.62) (1182.05)

B) CONSOLIDATED:

(Rs In Lakhs)

PARTICULARS 2020-21 2019-20
Total Revenue 799.83 804.90
Less: Operating Expenses 937.88 1442.12
Gross Profit/(Loss) before Depreciation and Interest (138.05) (637.22)
Less: Finance Costs 549.34 563.73
Depreciation and Amortisation Expense 54.93 45.03
Profit/(Loss) before Tax Before exceptional and extra-ordinary items (742.32) (1245.98)
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items (742.32) (1245.98)
Less: Tax Expense (Net) 985.32 89.68
Profit/(Loss) After Tax (1727.64) (1156.30)

STATE OF THE COMPANY'S AFFAIRS

The total revenue of your Company for the year under review is Rs 1068.76lakhsas compared to Rs 616.75 lakhs for the previous year ended 31st March 2020.Profit/(Loss) after tax is Rs (1194.57) lakhs as against Rs (948.43) lakhsin the previous year.

The projects undertaken by the Company are under different stages ofexecution and the performance of the Company during the current year i.e. 2020-21 isexpected to be in accordance with Company's plans.

PROPERTY DEVELOPMENT PROJECTS

CHENNAI

Alpha City Project

The construction of 477000 sq. ft. IT Park has been completed in 2007and software majors like IBM were Tenants in this building. The Company is yet to receive13.50 crores from Alpha City IT park. As the IT market pickup and expected revival inoccupancy are seen we are hopeful to recover the amount during this financial year.Building has been pre-certified GOLD by Indian Green Building Council (IGBC)

Green Acres

Godrej SSPDL Azure Project is a residential apartments project situatedat Padur Kazhipattur Village in Old Mahabalipuram Road (IT Highway) KancheepuramDistrict.

The project is executed through M/s. Godrej SSPDL Green Acres LLP("LLP"). M/s. SSPDL Limited Landowners and M/s. Godrej Properties Limited hasentered into a partnership to develop the above said residential project on the profitsharing model on 27.03.2014.

After getting the final approval the project is launched in July2015. The total project area is 1044156 sq. ft. sold area till date 365809 sq. ft.and the unsold area till date is 678347 sq. ft.

Markets in Chennai slowed down substantially and not improved due towhich execution of the project not progressed as estimated by the management.

SSPDL Lakewood Enclave

A Residential Villa (Lakewood) / Apartment (Mayfair) project on a 3.89Acre plot of land situated at Thalambur Village of Old Mahabalipuram (IT ExpressHighway) Chennai. The apartment project is completed and handed over. Buildings have beenPLATINUM by Indian Green Building Council (IGBC).

Residential Villa project consists of 32 Villas. Layout sanction andplanning permissions are received. Buildings have been pre-certified GOLD by Indian GreenBuilding Council (IGBS). We have already sold 13 Villas from our share of 18 villas inLakewood. Construction of Villas is in progress and has an unsold area of 11982 sq. ft.Markets in Chennai slowed down substantially and not improved due to which execution ofthe project not progressed as estimated by the management.

HYDERABAD

The Retreat Hyderabad (BHEL Employees Cyber Colony) The Company hasentered into a letter of Intent with one of the employees union of BHEL for developing1155 homes in around 90+ acres. We have entered into MOU with BHEL Employees ModelMutually Aided Cooperative House Building Society Ltd on 5th September 2012 for the totalsale value of Rs. 317 Crores.

On our application with HMDA Company got the sanction for theconstruction of 1265 homes and apartments under EWS and LIG scheme to the extent of 1.25lakhs sq. feet besides commercial and common amenities. We also received sanctions fromthe Village Panchayats of Kollur and Osman Nagar Villages.

Against the above Company finally concluded the sale of 1155 plots toBHEL Employees Model Mutually Aided Co-operative House Building Society Ltd at a saleconsideration of Rs. 139.47 crores. And the Company entered into a constructionagreement with BHEL Employees Model Mutually Aided Co-operative House Building Society Ltdfor the construction of 1155 homes for 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 been appointed as the Project Management Consultant for overseeing the projectexecution. 99% of the construction work is completed with regard to 1155 homes anddelivery of the houses has been mostly completed.

The Company has since sold 100% of the balance 110 homes and isexpected to complete the balance construction and deliver the possession in October 2021.

LIG Apartments have been sold and 100% construction work completed anddelivered possession.

EWS Apartments 58% booked and 50% construction work completed andexpected to deliver the possession by December 2021.

The project is not progressed as expected because of the delay inrecovery from clients.

SSPDL Northwoods

SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs haveacquired 42 acres in Gundla Pochampally village Hyderabad to develop a gated residentialvilla community "SSPDL Northwoods". The land conversion process is completed.

Since the micro market is not supporting for villa development doinga layout development for selling the developed plots. The final layout approval isreceived from the HMDA. Plots bookings to the extent of 100% of the project have beentaken. The unsold commercial area is about 750 sq. yds. out of 3255.01sq. yds. The saleis expected to be completed by June 2021.

Development of Residential Apartments Chennai:

The Company signed a Joint Development Agreement for the development ofpremium residential apartments in Prithvi Avenue Chennai. The total area of developmentis about 14700 sq. ft. wherein SSPDL's share is 25%. Building approvals have beenreceived and work is nearing completion. This project is expected to be completed inSeptember 2021.

The Chennai markets have crashed on account of the high rate of GST andthere have been no takers for high end city properties. Due to which SSPDL's share inthe project has been sold at Rs. 6.00 crores and which is at break-even.

KERALA

The Retreat

The Company has acquired about 300 acres through itself and itssubsidiaries a Cardamom plantation land at Kallar Valley Idukki District Kerala. TheCompany is planning to use the SPV's for operating

a) Villa Development

b) Jungle Resort Development and

c) Jungle and Plantation Development.

Plots have been demarcated for sale. Preliminary work with regard toroads has been completed. After receiving the necessary approvals from the authoritiesplots will be registered in favour of the buyers. Applications are submitted for obtainingthe permission for construction of villas.

The Kerala budget had announced and recently the Government has relaxedthe conditions for housing and resorts. However after the recent publication of theKasturi Rangan Committee report there has been a lot of confusion on the development ofthe project in the Iddukki District. The Kerala Government has appealed to the Governmentof India Ministry of Environment to have a relook at the report. Unless that is settledwe do not see any scope of commencing the project.

Keeping the regulations in mind for construction in the hill areamanagement is evaluating various options including doing a housing project andresort/hotel project on about 20 acres of land.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Yearended March 31 2021.

THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES

The Company does not propose to transfer any amount to the generalreserve for the financial year ended March 31 2021.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 an extractof Annual Return in Form MGT-9 as on March 31 2021 is attached as ANNEXURE - 1 to thisReport.

The annual return of the Company is placed on the company'swebsite at the link www.sspdl.com/investors/php.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION

During the year under review in the Annual General Meeting (AGM) heldon 30.09.2020 Sri. E.Bhaskar Rao (DIN 00003608) was reappointed as a Director.

During the year (i) Sri K. Shashi Chandra was appointed as anindependent director on the board on 12.08.2020 and his appointment has been ratified bythe shareholders at the 26th AGM of the company i.e 30.09.2020 and Mr.MuraliKirshna was appointed as the independent director on the board on 04.09.2020 and later theappointed was ratified by the shareholders at the 26th AGM of the company.

The Key Managerial Personnel of the Company:

(i) Sri Prakash Challa Chairman and Managing Director

(ii) Sri U.S.S. Ramanjaneyulu N. Chief Financial Officer and

(iii) Sri Mahesh Inani Company Secretary. And during the yearMr.Shailendra Babu Company Secretary of the company resigned w.e.f 30thNovember2020 and Mr. Mahesh Inani has been appointed has Company Secretary of the companyw.e.f 12.02.2021.

Section 152 of the Companies Act 2013 states that one-third of theboard members other than independent directors who are subject to retire by rotationshall do so every year and be eligible for re-appointment if approved by theshareholders. Accordingly Smt Sridevi Challa (DIN 01802477) retires by rotation at theensuing AGM and being eligible seeks reappointment.

NUMBER OF MEETINGS OF THE BOARD

During the year 2020-21 four (4) meetings of the Board of Directorswere held on 20th August 2020 15th September 2020 13th November 2020 and12th February 2021. The details of the meetings and attendance of directors are furnishedin the Corporate Governance Report which is enclosed to this report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDERSUB-SECTION (6) OF SECTION 149

The Board hereby confirms that all the Independent Directors of yourCompany have given a declaration that they meet the criteria of Independence as providedin Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Further the IndependentDirectors confirmed that the respective Independent Director is not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence.

In pursuance of Regulation 25(9) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of directors took on record of thedeclarations and confirmations submitted by the independent directors under Regulation25(8) after undertaking due assessment of the veracity of the same.

As per the applicable provisions of the Companies Act 2013 theIndependent Directors of the Company have registered with the Independent DirectorsDatabank maintained by the Indian Institute of Corporate Affairs. And in the opinion ofthe Board the Independent Directors of the Company both the existing IndependentDirectors and those who are proposed to be appointed are persons of integrity and possessthe relevant expertise and experience (including the proficiency as per the applicablelaw) to qualify as Independent Directors of the Company and are Independent of theManagement.

FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS

The Members of the Board of the Company have been providedopportunities to familiarize themselves with the Company its Management and itsoperations. The Directors are provided with relevant documents information to enable themto have a better understanding of the Company its operations and the industry in whichit operates through the Board proceedings.

All the Independent Directors of the Company are made aware of theirroles and responsibilities at the time of their appointment through a formal letter ofappointment which also stipulates various terms and conditions of their engagement.

COMMITTEES OF THE BOARD

Pursuant to the requirement under the Companies Act 2013 and 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 Committeecomprises Sri B. Lokanath (Chairman) Sri P.Murali Krishna (Member) and Sri K.ShashiChandra (Member).

Corporate Social Responsibility Committee: As on the date of thisreport the Corporate Social Responsibility Committee comprises Sri Prakash Challa(Chairman) Sri B.Lokanath (Member) and Sri K.Shashi Chandra (Member).

However your company was not required to expend any amount towards CSRduring the year review as it did not fall under the purview of the provisions of section135(1) of the Act during the said year.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS.

The company has placed a system of internal financial controls withreference to the financial statements. In our view these internal financial controls areadequate and are operating effectively.

AUDITORS

In pursuance of the applicable provisions of the Companies Act 2013read with provisions of the Companies (Audit and Auditors) Rules 2014 M/s. A.Madhusudana& Co. Chartered Accountants (ICAI Firm Registration No. 007405S) Hyderabad wasappointed at the 23rd Annual General Meeting (AGM) of the Company held on 28.09.2017 asthe Statutory Auditors of the Company to hold office for a term of 5 (five) years fromthe conclusion of 23rd AGM until the conclusion of the 28th Annual General Meeting of theCompany to be held in the year 2022 (subject to ratification of their appointment by theMembers at every Annual General Meeting as may be applicable) at such remuneration plusapplicable taxes out of pocket expenses as may be incurred by them during the course ofthe Audit as may be mutually agreed between the Board of Directors of the Company and theAuditors.

The Members may note that consequent to the changes made in theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 by the Ministry ofCorporate Affairs (MCA) vide notification dated May 7 2018 the proviso to Section 139(1)of the Companies Act 2013 read with the explanation to sub-rule 7 of Rule 3 of theCompanies (Audit and Auditors) Rules 2014 the requirement of ratification of theappointment of Auditors by the Members at every AGM has been done away with. Thereforethe Company is not seeking any ratification of the appointment of M/s. A.Madhusudana &Co. Chartered Accountants as the Statutory Auditors of the Company by the Members atthe ensuing AGM. However M/s. A.Madhusudana & Co. Chartered Accountants willcontinue as the auditors until the conclusion of the 28th Annual General Meeting of theCompany to be held in the year 2022.

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. Theyhave also confirmed that they hold a valid certificate issued by the Peer Review Board ofthe ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

AUDITORS' REPORT

The Auditors' Report after the adoption by the board will reviewedand management will present there note to the qualifications if any

As required by the SEBI (LODR) Regulations 2015 the auditors'certificate on corporate governance is enclosed to the Board's Report. TheAuditors' certificate for the year ended 31.03.2021 does not contain anyqualification reservation or adverse remark.

COST RECORDS AND COST AUDIT

For the financial year 2020-21: The provisions relating to maintenanceof Cost Records as specified by the Central Government under Section 148 of the CompaniesAct 2013 is not applicable to the Company for the financial year 2020-21. Also as perrule 4 of the Companies (Cost Records and Audit) Rules 2014 cost audit is not applicableto your company. Accordingly the cost auditor is not appointed for the financial year2021-22.

INTERNAL AUDITORS

The Board of Directors of the Company appointed M/s. Vemulapalli &Co. Chartered Accountants Hyderabad as the Internal Auditors to conduct the InternalAudit of the Company for the Financial Year ended March 31 2021.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013read with corresponding Rules framed thereunder the Board has appointed Smt. BanduvulaKrishnaveni Practicing Company Secretary Hyderabad as the Secretarial Auditors of theCompany to carry out the secretarial audit for the year ending 31st March 2021. ASecretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexedwith this Report as ANNEXURE - 2.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

The Secretarial Audit of M/s. SSPDL Infratech Private Limited (materialunlisted subsidiary of the Company) and SSPDL Real Estate Private Limited was carried outas per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Secretarial Audit Report issued by Smt. Banduvula KrishnaveniPracticing Company Secretary Hyderabad is annexed to the annual report of the Company.

EXPLANATION OR COMMENTS TO QUALIFICATION RESERVATION ADVERSE REMARKOR DISCLAIMER MADE IF ANY IN THE STATUTORY AUDITORS' REPORT AND THE SECRETARIALAUDIT REPORT.

The Statutory Auditors' Report and the Secretarial Audit Reportto the members for the year ended March 31 2021 does not contain any qualificationreservation adverse remark or disclaimer which require explanations or comments by theBoard. However the reply of the Board to the ‘emphasis of matter' reported inthe Statutory Auditors' Reports is given in the ‘Auditors Report' clauseabove.

During the year there were no instances of frauds reported by theauditors under section 143(12) of the Companies Act 2013 to the Audit Committee.

SUBSIDIARY/ASSOCIATE COMPANIES

Names of companies which have become or ceased to be its subsidiariesjoint ventures or associate companies during the year:

During the year under review no new company become or ceased as aSubsidiary Joint Venture or Associate of the company.

Report on highlights of the performance the financial position of eachof the subsidiaries associates and joint venture companies and their contribution tothe overall performance of the company during the period under report: SSPDL Resorts Pvt.Ltd. a wholly owned subsidiary of the Company recorded total revenue of NIL andprofit/(loss) after tax of ` (125.10) Lakhs the year ended 31stMarch2021 as compared to total revenue of 6.16 lakhs and profit/(loss) after tax of `(155.92) in the previous year.

SSPDL Realty India Pvt. Ltd. a wholly owned subsidiary of the Companyrecorded total revenue of 37.84 lakhs and profit/(loss) after tax of Rs (100.93)Lakhs the year ended 31st March2021 as compared to total revenue of 39.64lakhs and profit/(loss) after tax of Rs (-2.061) lakhs in the previous year.

SSPDL Real Estates India Pvt. Ltd. a wholly owned subsidiary of theCompany recorded total revenue of 95.28 lakhs and profit/(loss) after tax of Rs(230.23) Lakhs the year ended 31st March2021 as compared to total revenue of98.78 lakhs and profit/(loss) after tax of ` (60.95) lakhs in the previous year.

SSPDL Infra Projects India Pvt. Ltd. a wholly owned subsidiary of theCompany recorded total revenue of 27.66 lakhs and profit/(loss) after tax of Rs(50.78) Lakhs the year ended 31st March2021 as compared to total revenue of53.56 lakhs and profit/(loss) after tax of Rs 20.33 lakhs in the previous year.

SSPDL Infratech Pvt. Ltd. a wholly owned subsidiary of the Companyrecorded total revenue of 42.73 lakhs and profit/(loss) after tax of Rs (26.36)Lakhs the year ended 31st March2021 as compared to total revenue of 0.01 lakhsand profit/(loss) after tax of ` (11.15) lakhs in the previous year.

Northwood Properties India Pvt. Ltd. an associate of the Companyrecorded total revenue of 35.00 lakhs and profit/(loss) after tax of Rs (20.99)Lakhs the year ended 31st March2021 as compared to total revenue of 160 lakhsand profit/(loss) after tax of Rs (23.14) lakhs in the previous year.

The Company is not having joint ventures hence no information isprovided. The financial position of each of the subsidiaries companies is provided in FormAOC-1 attached to the consolidated financial statements.

The above stated wholly owned subsidiaries in aggregate contributed aprofit/(loss) after tax of Rs (533.43) lakhs to the consolidated profit ofthe Company. And Northwood Properties India Pvt. Ltd. an associate of the Companycontributed a profit/(loss) after tax of Nil for the year ended 31st March 2021.

The Statement containing salient features of financial statements ofsubsidiaries:

In pursuance of provisions of section 129(3) of the Companies Act2013 and the Rule 5 of the Companies (Accounts) Rules 2014 a statement containingsalient features of financial statements of subsidiaries in the prescribed format - FormAOC-1 is attached to the consolidated financial statement.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement presented by the Companyare prepared in accordance with the Indian Accounting Standards (Ind AS) the Companies(Indian Accounting Standards) Rules 2015 notified under Section 133 of the Companies Act2013 and other relevant provisions of the Companies Act 2013 Listing Regulations.

In pursuance of provisions of section 129(3) of the Companies Act2013 the consolidated financial statement are enclosed for laying before the annualgeneral meeting of the company along with the laying with the financial statement of theCompany.

Upon a request is received the annual accounts of the subsidiarycompanies will be made available to shareholders of the company. The annual accounts ofthe subsidiary companies shall also be kept for inspection during business hours by anyshareholder in the registered office of the company and the same will be kept on thecompany's website i.e. www.sspdl.com.

CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility ("CSR") Committee has beenconstituted in accordance with the provisions of Section 135 of the Companies Act 2013.The CSR Policy is available on the website of the Company athttp://sspdl.com/investors.php.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) aseparate report on Management Discussion and Analysis is enclosed as an ANNEXURE - 4 tothe Director's Report.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is enclosed which forms partof the annual report. The Auditor's Certificate regarding compliance of conditions ofcorporate governance is enclosed as an ANNEXURE – 5 annexed with the directors'report.

SHARES PLEDGED BY THE PROMOTERS/DIRECTORS

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

INSURANCE

The properties and insurable interest of the Company whereverconsidered necessary and to the extent required have been adequately insured.

DEPOSITS

During the year under review your Company has neither accepted norrenewed any deposits from the public within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.

The details of money accepted and received from the directors of thecompany have been disclosed in the financial statements.

SHARE CAPITAL

During the year under review your Company has not issued

(i) equity shares with differential voting rights

(ii) sweat equity shares

(iii) employee stock options and

(iv) not made any provision of money for the purchase of its own sharesby employees or by trustees for the benefit of employees.

WHISTLEBLOWER POLICY

In pursuance of provisions of the Companies Act 2013 and the ListingRegulations Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view toproviding a mechanism for

(i) directors and employees of the Company to freely communicate/reportgenuine concerns or/and grievances about illegal or unethical practices unethicalbehavior 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 oversees the vigil mechanism through the committee.This Policy inter-alia provides direct access to the Chairman of the Audit Committee.

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

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

DEMATERIALISATION OF SHARES:

Of the total shares 0.55% shares are held in physical form.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.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 125 and other applicableprovisions of the Companies Act 2013 and the Rules made there under the amount thatremained unclaimed for a period of seven years is required to be transferred to theInvestor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review in terms of Section 124(6) of the Actread with Investor Education and Protection Fund Authority (Accounting Auditing Transferand Refund) Rules 2016 there was no dividend due to be transferred to the IEPFAuthority.

The Shareholders may note that both the unclaimed dividend andcorresponding shares transferred to the IEPF Authority including all benefits accruing onsuch shares if any can be claimed back by them from IEPF Authority after following theprocedure (i.e. an application in E-form No. IEPF-5) prescribed in the Rules. Shareholdersmay refer Rule 7 of the said Rules for Refund of shares / dividend etc. and follow theRefund Procedure as detailed on the website of the IEPF Authorityhttp://iepf.gov.in/IEPF/refund.html

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 theworkplace for all its women employees. Also in terms of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunderThe Company has complied with the constitution of Internal Complaints Committees to whichemployees can write their complaints and adopted a Policy on Prevention of SexualHarassment of Women at Workplace.

During the year ended 31 March 2021 there were no incidents of sexualharassment reported in the Company i.e. Complaints pending at the beginning of the year:NIL Complaints received during the year: NIL disposed of during the year: NIL pendingat the end of the year: NIL.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of theCompanies Act 2013 your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at March 31 2021and of the profit and loss of the company for the financial year ended March 31 2021;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the Directors had prepared the annual accounts on a going concernbasis; and

(e) the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

THE CHANGE IN THE NATURE OF BUSINESS

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There are no significant and/or material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in the future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THISREPORT

There are no material changes and commitments affecting the financialposition of the Company which has occurred between the financial year ended March 31 2021of the Company and the date of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013

The particulars of loans guarantees and investments have beendisclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

All transactions entered by the Company with Related Parties were inthe Ordinary Course of Business and at Arm's Length pricing basis. And during theyear review the Company had a transaction with Mr. Prakash Challa Managing Director ofthe company which is material in accordance with the policy on related party transactionsof the Company. Also there were no such transactions entered by the Company which was inconflict with the interest of the Company. Suitable disclosures as required by theapplicable accounting standards have been made in the Notes to the financial statements.

The Board had approved policies on Related Party Transactions andMaterial Subsidiary. Both the policies have been uploaded on the Company's websiteunder the web link: http://sspdl.com/investors.php.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

In terms of Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 the particulars of conservation of energytechnology absorption 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: 31.03.2021 31.03.2020
- Foreign Exchange Earnings NIL NIL
- Foreign exchange Outgo NIL NIL

RISK MANAGEMENT

The Company has developed and implemented a risk management policy forthe company. In the opinion of the Board there are no foreseeable risks that may threatenthe existence of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of SecretarialStandards issued by the Institute of Company Secretaries of India.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy containing

(a) criteria for determining qualifications positive attributesindependence of a director etc. and

(b) guiding principles for payment of remuneration to Directors KeyManagerial Personnel and other employees are provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

The evaluation of Board Committee(s) and individual Directors wascarried out based on a structured questionnaire encompassing parameters such as performingstatutory duties level of engagement and contribution independence of judgment etc.Further the details on performance evaluation criteria are provided in the CorporateGovernance Report.

MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in everyfinancial year without the presence of non-independent directors and members of themanagement.

The independent director in their meeting

(a) review the performance of non-independent directors and the Boardas a whole

(b) review the performance of the Chairperson of the company takinginto account the views of executive directors and non-executive directors and

(c) assess the quality quantity and timeliness of the flow ofinformation between the company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

A meeting of the Independent Directors was held on 10thNovember2020 and all independent directors attended the meeting.

THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and a statementshowing the names remuneration received and other particulars of top ten employees asprescribed in Rules 5(2) and 5(3) of the aforesaid Rules are provided in ANNEXURE –3.

During the year under review no employee of your company drawn theremuneration in excess of the prescribed limits as laid down in rule 5(2) i.e. Employeeswho

(i) was employed throughout the financial year and receivedremuneration in the aggregate not less than rupees one crore and two lakh

(ii) employed for a part of the financial year and receivedremuneration in the aggregate not less than rupees eight lakh and fifty thousand permonth. Also during the year under review no employee of your company was employedthroughout the financial year under review or part thereof and received remunerationwhich in the aggregate or as the case may be at a rate which in the aggregate is inexcess of that drawn by the managing director and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of thecompany.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to theShareholders Investors Financial Institutions Banks Suppliers Government andSemi-Government agencies for their continued assistance and co-operation extended to theCompany and also wishes to place on record their appreciation of employees for their hardwork dedication and commitment.

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