The Directors have pleasure in presenting the Twenty-Fourth Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

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

A) STANDALONE: (Rs. In Lakhs)

B) CONSOLIDATED: (Rs. In Lakhs)

STATE OF THE COMPANY'S AFFAIRS

The total revenue of your Company for the year under review is Rs. 4,749.82 lakhs as compared to Rs. 11,408.39 lakhs for the previous year ended 31st March, 2017. Profit/(Loss) after tax is Rs. (836.37) lakhs as against Rs. 1,620.35 lakhs in the previous year.

The projects undertaken by the Company are under different stages of execution, and the performance of the Company during the current year i.e., 2018-19 is expected to be in accordance with Company's plans.

Implementation of Ind AS and its impact:

The financial statements for the year ended 31.03.2018 are the first financial statements under Ind AS. Please refer the note on "Firsttime adoption of Ind AS" for an explanation of how the transition from previous GAAP to Ind AS has effected financial position, financial performance and cash flows. As per the applicable Ind AS, the necessary adjustments are made to the opening reserves (i.e., other equity) and the relevant details are provided in notes to the financial statements, including, the reconciliations between previous GAAP and Ind AS. The members are requested to take note of the same for understanding the effect of transition to Ind AS on various financial items.

PROPERTY DEVELOPMENT PROJECTS

CHENNAI

Alpha City Project

The construction of 4,77,000 sq. ft. IT Park has been completed in 2007 and software majors like IBM were Tenants in this building. Company is yet to receive Rs. 20.25 crores from Alpha City IT park. As the IT market pickup and expected revival in occupancy is seen we are hope full to recover the amount during this financial year.

Matrix Towers

The construction of this 1,43,000 sq. ft. IT Park is almost completed. Due to slump in IT space the state of the project has not changed and Company is exploring the market for sale/lease of the balance unsold space of about 8,500 sq. ft. with the recent revival in occupancy. Company entered into an agreement for Rs. 5.24 crores for sale of 8,500 sq. ft., however, the sale deed is not yet registered in the name of the buyer.

Green Acres

Godrej SSPDL Azure Project is a residential apartments project situated at Padur, Kazhipattur Village in Old Mahabalipuram Road (IT Highway), Kancheepuram District.

Project is executed through M/s. Godrej SSPDL Green Acres LLP ("LLP"). M/s. SSPDL Limited, Land owners, and M/s. Godrej Properties Limited have entered into a partnership to develop the above said residential project on profit sharing model on 27.03.2014.

After getting the final approval, project is launched in July, 2015. Total project area is 10,44,156 sq. ft., sold area till date 3,16,541 sq. ft., and unsold area till date is 7,27,615 sq. ft.

SSPDL Lakewood Enclave/Mayfair Apartments

A Residential Villa/Apartment project on a 3.89 Ac plot of land situated at Thalambur Village of Old Mahabalipuram, (IT Express Highway), Chennai. This project is being done in phases. 1st Phase consists of 32 Villas and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout sanction and planning permissions are received. Both the buildings have been pre-certified GOLD by Indian Green Building Council (IGBS). We are happy to inform that IGBC on inspection of the completed project upgraded the rating to "Platinum" category. Perhaps, this is the only Residential Project in Tamil Nadu given Platinum rating.

We have already sold 13 Villas and 42 apartments from our share of 18 villas and 42 apartments respectively in the two projects. The Mayfair project is completed and handed over. Construction of Villas in Lakewood is in progress and have unsold area of 11,982 sq. ft. Because of slowdown in project sales in Chennai, the balance villas will be completed soon.

HYDERABAD

The Retreat, Hyderabad (BHEL Employees Cyber Colony) The Company has entered into a letter of Intent with one of the employees union of BHEL for developing 1155 homes in about 90 acres. We have entered into MOU with BHEL Employees Model Mutually Aided Co operative House Building Society Ltd on 5th September, 2012 for the total sale value of Rs. 317 Crores.

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

Against the above, Company finally concluded sale of 1155 plots to BHEL Employees Model Mutually Aided Co-operative House Building Society Ltd at a sale consideration of Rs. 139.47 crores. And, the Company entered into construction agreement with BHEL Employees Model Mutually Aided Co-operative House Building Society Ltd for construction of 1155 homes for a 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 project execution. 90% of the construction work is completed with regard to 1155 homes and it is expected that by end of September, 2018 it is planned to deliver.

Company has since sold 93% of the balance 110 homes and in advance stage of bulk sale of EWS and LIG apartments and we are expecting that the entire project will be completed in about approx. one years' time.

SSPDL Northwoods

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

Since, the micro market is not supporting for villa development, doing a layout development for selling the developed plots. The final layout approval is received from the HMDA. Plots bookings to the extent of 100% of the project have been taken. The unsold commercial area is about 5,154.30 sq. yds. The sale is expected to be completed by December, 2018.

Development of Residential Apartments, Chennai:

Company signed a Joint Development Agreement for the development of premium residential apartments in Prithvi Avenue, Chennai. The total area of development is about 14,500 sq. ft., wherein SSPDL's share is 25%. SSPDL's share is equal to approximate sale value of Rs. 8.00 and profit margin of SSPDL is about Rs. 1.86 crores. Building approvals have been received and this project is expected to be completed in about 18 months.

KERALA

The Retreat

The Company has acquired about 300 acres through itself and its subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki District, Kerala. The Company 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 to roads has been completed. After receiving the necessary approvals from the authorities plots will be registered in favour of the buyers. Applications are submitted for obtaining the permission for construction of villas.

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

CONSTRUCTION BUSINESS:

Members are aware that, Company has incorporated a Subsidiary Company i.e., SSPDL Infratech 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 31, 2018.

THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES

The Company does not propose to transfer any amount to the general reserve for the financial year ended March 31, 2018.

COMMITTEES OF THE BOARD

Pursuant to requirement under the Companies Act, 2013 and The Securities 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 Relationship Committee, and Corporate Social Responsibility Committee.

Audit Committee: As on the date of this report, the Audit Committee comprises Sri B. Lokanath (Chairman), Sri E. Bhaskar Rao (Member), Dr. T. Krishna Reddy (Member) and Sri K.Akmaluddin Sheriff (Member). The Audit Committee is re-constituted on 09.05.2018 by inducting Sri K.Akmaluddin Sheriff as its member. During the period under review, there were no instances of non-acceptance of recommendations put forth by the Audit Committee to the Board.

The details of composition, number and dates of meetings held during the year under review, attendance of members and other details of the Board and above mentioned Committees are provided in the Corporate Governance Report which is enclosed to this report. The details of the Corporate Social Responsibility Committee are also provided in Annexure - 3 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION

During the year under review, in the Annual General Meeting (AGM) held on 28.09.2017, Smt. Sridevi Challa (DIN 01802477) was reappointed as Director.

The Key Managerial Personnel of the Company during the year are: (i) Sri Prakash Challa, Chairman and Managing Director, (ii) Sri U.S.S. Ramanjaneyulu N., Chief Financial Officer, and (iii) Sri A.Shai lendra Babu, Company Secretary. And, during the year, there was no change in the KMPs of the Company.

In accordance with provisions of section 152 of the Companies Act, 2013 ("the Act"), Sri E.Bhaskar Rao (DIN 00003608), retires by rotation as Director at the ensuing annual general meeting and being eligible, he offers himself for re-appointment. The brief profile of Sri E.Bhaskar Rao is provided as an annexure to the Notice convening the 24th Annual General Meeting.

Your Directors recommend the re-appointment of Sri E.Bhaskar Rao as Director of the Company. The disclosures required pursuant to Secretarial Standard, Regulation 36 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given respectively in the annexure to the Notice of the 24th AGM and in the Corporate Governance Report, which form part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year, 4 (four) meetings of the Board of Directors were held on 15.05.2017, 17.08.2017, 14.11.2017, and 14.02.2018. The details of the meetings and attendance of directors are furnished 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 your Company have given a declaration that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 and to the extent required have been adequately insured.

SUBSIDIARY/ASSOCIATE COMPANIES

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

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

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

- SSPDL Resorts Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 11.92 lakhs and loss after tax of Rs. 11.46 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 10.05 lakhs and loss after tax of Rs. 28.89 lakhs in the previous year.

- SSPDL Realty India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 68.34 lakhs and loss after tax of Rs. 28.50 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 29.36 lakhs and loss after tax of Rs. 56.79 lakhs in the previous year.

SSPDL Real Estates India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 94.44 lakhs and loss after tax of Rs. 68.27 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 41.13 lakhs and loss after tax of Rs. 101.39 lakhs in the previous year.

SSPDL Infra Projects India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 36.64 lakhs and loss after tax of Rs. 24.75 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 31.04 lakhs and loss after tax of Rs. 39.25 lakhs in the previous year.

SSPDL Infratech Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. NIL lakhs and profit after tax of Rs. 1.99 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 24.16 lakhs and loss after tax of Rs. 41.40 lakhs in the previous year.

Northwood Properties India Pvt Ltd, an associate of the Company, recorded total revenue of Rs. 2116.41 lakhs and loss after tax of Rs. 372.53 lakhs for the year ended 31st March, 2018 as compared to total revenue of Rs. 2951.07 and loss after tax of Rs. 1354.13 in the previous year. As on 31.03.2018, Paid-up Share Capital is Rs. 27.00 lakhs, Total Liabilities is Rs. 17.89 lakhs, and Total Assets are Rs. 17.89 lakhs.

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

The above stated wholly owned subsidiaries, in aggregate, contributed a loss after tax of Rs. 130.98 lakhs to the consolidated profit of the Company. And, Northwood Properties India Pvt Ltd, an associate of the Company, contributed a profit/(loss) after tax of Rs. NIL lakhs for the year ended 31st March, 2018.

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 of the Companies (Accounts) Rules, 2014, a Statement containing salient features of financial statements of subsidiaries in the prescribed format - Form AOC-1 is attached to the consolidated financial statement.

CONSOLIDATED FINANCIAL STATEMENTS

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

In pursuance of provisions of section 129(3) of the Companies Act, 2013, the consolidated financial statement are enclosed for laying before the annual general meeting of 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 be made available to shareholders of the company. The annual accounts of the subsidiary companies shall also be kept for inspection during business hours by any shareholder in the registered office of the company and same will be kept on the company's website i.e., www.sspdl.com.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is enclosed which forms part of the annual report. The Auditor's Certificate regarding compliance of conditions of corporate governance is annexed with the directors' report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an annexure to the Director's Report.

DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning 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 with differential 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 by trustees for the benefit of employees.

WHISTLE BLOWER POLICY

In pursuance of provisions of the Companies Act, 2013 and the Listing Regulations Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to provide a mechanism for (i) directors and employees of the Company to freely communicate/ report genuine concerns or/and grievances about illegal or unethical practices, unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, and (ii) the stakeholders of the company to freely communicate their concerns about illegal or unethical practices, and to approach the Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia, report the same to the management. This Policy is an extension of the Company's Code of Conduct.

The Audit Committee oversee the vigil mechanism through the committee. This Policy inter-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 Audit Committee on a regular basis about all the complaints referred to him/her since the last report 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 Return in Form MGT-9 as on March 31, 2018 is attached as ANNEXURE - 1 to this Report.

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

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 the financial statements. In our view, these internal financial controls are adequate and are operating effectively.

AUDITORS

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

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

M/s. A.Madhusudana & Co., Chartered Accountants, have given a written consent to act as Statutory Auditors of your Company and have also confirmed that the said appointment would be in conformity with the provisions of sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

AUDITORS' REPORT

The Auditors' Report to the shareholders does not contain any qualification or adverse 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 the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost audit is applicable to your Company.

Based on the recommendations of the Audit Committee, the Board of Directors have appointed M/s. D R S & Co., Cost Accountants, Hyderabad (Membership No.: 19892) as the Cost Auditors of the Company for the financial year 2018-19. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2018-19 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, the Board has appointed Smt. Banduvula Krishnaveni, Practicing Company Secretary, Hyderabad as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2018. A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 2.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS' REPORT AND THE SECRETARIAL AUDIT REPORT

The Statutory Auditors' Report and the Secretarial Audit Report to the members, for the year ended March 31, 2018, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.

DEMATERIALISATION OF SHARES:

Of the total shares, 1.67% shares are held in physical form. Shareholders holding shares in physical form are once again advised to dematerialize their shares to avoid the risk associated with the physical holding of share certificates and also 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 its women employees. Also, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, Company has constituted internal complaints committees to which employee scan write in their complaints and the Company has in place a formal policy for Prevention of Sexual Harassment of its employees.

During the year ended 31 March, 2018 there were no incidents of sexual harassment reported in the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit and loss of the company for the financial year ended March 31, 2018;

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

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

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

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

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 OR TRIBUNALS 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 or tribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE 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 the Company which have occurred between the financial year ended March 31, 2018 of the Company and the date of this Report.

CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility ("CSR") Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The details required under the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as an ANNEXURE - 3 to this Report. The CSR 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 the financial statements.

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

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. And, during the year, the Company had not entered into any contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy on related party transactions of the Company. Also, there were no such transactions entered by the Company which were in conflict with the interest of the Company. Suitable disclosures as required by the applicable accounting standards have been made 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

RISK MANAGEMENT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 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 attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees, 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 on structured questionnaire encompassing parameters such as performing statutory duties, level of engagement and contribution, independence of judgment, etc. Further, the details on performance evaluation criteria are provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

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

The independent director in their meeting (a) review the performance of non-independent directors and the Board as a whole, (b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors, and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

A meeting of the Independent Directors was held on 14th February, 2018 and all independent directors attended the meeting except Sri K.Akmaluddin Sheriff.

THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE - 4.

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

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to the Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government and Semi-Government agencies for their continued assistance and co-operation extended to the Company and also wishes to place on record their appreciation of employees for their hard work, dedication and 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 : 14.08.2018