Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March, 2024.
FINANCIAL RESULTS
The financial highlights of the current year in comparison to the previous year are as under.
A) STANDALONE: (Rs. In Thousands)
PARTICULARS
|
2023-24
|
2022-23
|
Total Revenue
|
2,65,814.66
|
5,07,204.44
|
Less: Operating Expenses
|
2,73,900.37
|
5,52,787.57
|
Gross Profit/(Loss) before Depreciation and Interest
|
(8,085.71)
|
(45,583.13)
|
Less: Finance Costs
|
18,068.60
|
37,929.76
|
Depreciation and Amortization Expense
|
1,960.83
|
2,796.52
|
Profit/(Loss) before Tax Before exceptional and extra-ordinary items
|
(28,115.14)
|
(86,309.41)
|
Exceptional and Extra-ordinary Item
|
0.00
|
0.00
|
Profit/(Loss) before Tax after exceptional and extra-ordinary items
|
(28,115.14)
|
(86,309.41)
|
Less: Tax Expense (Net)
|
0.00
|
0.00
|
Profit/(Loss) After Tax
|
(28,115.14)
|
(86,309.41)
|
Balance of Profit brought forward
|
(3,45,357.57)
|
(2,59,048.16)
|
Adjustment as per Ind AS 115
|
0.00
|
0.00
|
Profit available for appropriation
|
(3,73,472.71)
|
(3,45,357.57)
|
APPROPRIATIONS
|
0.00
|
0.00
|
Proposed Dividend
|
0.00
|
0.00
|
Tax on the proposed dividend
|
0.00
|
0.00
|
Transfer to General Reserve
|
0.00
|
0.00
|
Balance carried to Balance Sheet
|
(3,73,472.71)
|
(3,45,357.57)
|
B) CONSOLIDATED: (Rs. In Thousands)
PARTICULARS
|
2023-24
|
2022-23
|
Total Revenue
|
2,65,805.04
|
5,12,917.10
|
Less: Operating Expenses
|
2,74,150.46
|
5,54,360.36
|
Gross Profit/(Loss) before Depreciation and Interest
|
(8,345.42)
|
(41,443.26)
|
Less: Finance Costs
|
18,068.60
|
42,068.72
|
Depreciation and Amortisation Expense
|
1,960.83
|
2,796.52
|
Profit/(Loss) before Tax Before exceptional and extra-ordinary items
|
(28,374.85)
|
(86,308.50)
|
Exceptional and Extra-ordinary Item
|
0
|
0.00
|
Profit/(Loss) before Tax after exceptional and extra-ordinary items
|
(28,374.85)
|
(86,308.50)
|
Less: Tax Expense (Net)
|
0
|
0
|
Profit/(Loss) After Tax
|
(28,374.85)
|
(86,308.50)
|
The total revenue of your Company for the year under review is Rs. 2658.15 lakhs as compared to Rs. 5072.04 lakhs for the previous year ended 31 st March, 2023. Profit/(Loss) after tax is Rs. (281.15) lakhs as against Rs. (863.09) 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., 2024-25 is expected to be in accordance with Company's plans.
PROPERTY DEVELOPMENT PROJECTS CHENNAI
SSPDL Park Centre Project:
Deed of Lease executed with the sole trustee of Sir John Demote. The project proposal is to long lease the land of 5.72 grounds (1 3,728 sq. ft.) belonging to the Estate to SSPDL for 33 years. SSPDL has paid Rs.2 Crore interest free non-refundable deposit to Sir John Demote and registered the deed. SSPDL plans to build and operate commercial offices. The total Built-up area is approximately 28644 sq. ft.
We got the approval for reclassification of land use from CMDA. Plan Sanction and Planning Permission from CMDA and building permission from GCC obtained. We are going to start the construction work shortly.
We are happy to announce that we have already signed up a Letter of Intent with M/s. Work Easy Space Solutions Private Limited for leasing of 'A' grade Warm Shell for 15 years with initial lock-in period of 5 years. The monthly Lease Rental is Rs.70/- per sq. ft. for 36 months with 1 5% escalation in rent for every 3 years. M/s. Work Easy Space Solutions Private Limited is currently managing more than 1.5M sq. ft. of co-working space and 90% of it is in Chennai.
Alpha City Project
This Project has been completed in 2007. As on 31.03.2024 we have to receive Rs. 11.21 Crores, however, as on date of this report Rs. 5.61 Crores is receivables which is secured by built up space of 38,583 sft. On account of Work from Home Policy, there was no offtake of space. Now the situation has changed and we are hopeful of realizing this during this financial year.
Godrej SSPDL Azure Project
Godrej SSPDL Azure Project is a Residential Apartments project situated at Padur, Kazhipattur Village in Old Mahabalipuram Road (IT Highway), Kancheepuram District.
The project is executed through M/s. Godrej SSPDL Green Acres LLP ("LLP"). M/s. SSPDL Limited, Landowners, and M/s. Godrej Properties Limited has entered into a partnership to develop 10.45 Lakhs sft in the above said residential project on the profit sharing model on 27.03.2014.
So far 475000 sft of the Project has been completed and completely sold out. Only now the markets revived and we intend taking up the execution of the balance 570000 sft in the next 3 years.
Godrej Properties Ltd (GPL) is in the final stages of negotiation in coming up of an offer to purchase the non-GPL Partners' unsold FSI and want to revive the project after settling up of the Non-GPL Partners (Land Owners, SSPDL and Mumbai Partners)
GPL is keen that SSPDL Ltd execute the entire projects by way of a construction contract given to SSPDL and funded by GPL. In the
last four months, we have been discussing with the sub-contractors so that back to back contract is awarded and SSPDL will benefit by about Rs.200/- per sqft on the unsold area. The contract value will be approximately 1 80 Crores to be completed in two to three years. The project is likely to taken up during the 3rd quarter of this year (October to December quarter).
SSPDL Lakewood Enclave
A Residential Villa (Lakewood) / Apartment (Mayfair) project on a 3.89 Acre plot of land situated at Thalambur Village of Old Mahabalipuram, (IT Express Highway), Chennai. The apartment project is completed and handed over.
Residential Villa project consists of 32 Villas. Layout sanction and planning permissions are received. Buildings have been pre certified GOLD by Indian Green Building Council (IGBS).
We have already sold 13 Villas from our share of 18 villas in Lakewood. Construction of Villas is in progress and has an unsold area of 11,982 sq. ft. Post pandemic now the markets are revived and we are hopeful of completing it by December 2024.
HYDERABAD
We are happy to announce that the largest residential project for the Company, The Retreat, Hyderabad (BHEL Employees Cyber Colony) has been completed and delivered 1251 homes of a value of Rs. 400 Crores to the Customers.
Apart from the individual homes, the LIG Apartments has been completed and delivered. EWS Apartments are in the final finishing stage. In this project we still have unsold units of value of Rs. 12 crores in the LIG & EWS Category which will be sold during the financial year.
This project has not progressed on expected lines because the delay of the recovery from the clients. Also due to uncertainty in the rate of GST for residential apartments, the sales of LIG & EWS got impacted. This was further aggravated on account of the Pandemic and delays in getting Completing Certificate.
Further number of frivolous legal cases were initiated which resulted in further delays in funding. Now that all the issues are sorted out, we hope to complete the balance sales and exit from the Project.
SSPDL Suri Nilayam
Company entered into a Joint Development Agreement (JDA) for constructing residential apartments in Domalguda, Hyderabad. Approximate built-up area is 25,800 sft. Share of Company and Owner is 45:55. Proposed to complete the project within 24 months from obtaining all sanctions or within such extended time as per the terms of the JDA.
We are happy to inform that we have received all the statutory approvals from GHMC to start the construction. All the relevant fee had been paid. On 25th of Jan 2024, we have taken possession of property and started the demolition of building. The building is demolished fully and the Rock Cutting work completed. We re-negotiated the sharing ratio to 50:50 now. We started the construction work in July 2024. We have received the approval from TSRERA.
SSPDL Northwoods
SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs had acquired 42 acres in Gundla Pochampally village, Hyderabad to develop a gated residential villa community "SSPDL Northwoods". The land conversion process is completed.
As the Micro market did not support Villa development, the Layout Project was completed and sold out.
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 contract has been taken in SIPL. DIVIDEND
Your Directors do not recommend any dividend for the Financial Year ended March 31, 2024.
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, 2024.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at www.sspdl.com/investors.php.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION
Re-Appointments:
During the year under review, in 29th Annual General Meeting (AGM) held on 29.09.2023 Smt. Sabbella Devaki Reddy (DIN: 02930336) was reappointed as Director.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri E.Bhaskar Rao (DIN: 00003608), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors, based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Sri E.Bhaskar Rao, Director, retiring by rotation.
The brief profile of the director seeking appointment/reappointment at the ensuing Annual General Meeting is presented in the annexure to Notice of 30th Annual General Meeting.
Re-appointment of Sri Prakash Challa, Chairman and Managing Director
Sri Prakash Challa was re-appointed as the Chairman and Managing Director of the Company for a period of five years from 01.1 0.201 9 to 30.09.2024, by passing a special resolution in the 25th Annual General Meeting held on 30.09.2019. As the term of appointment is ending on 30.09.2024, with the recommendation of the Nomination and Remuneration Committee, the Board of Directors, subject to approval of the members, approved the re-appointment of Sri Prakash Challa as the Chairman and Managing Director and remuneration payable to him.
In pursuance of applicable provisions of the Companies Act, 2013 and the Rules made thereunder, on recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 23.05.2023 revised the remuneration of Sri Prakash Challa, Chairman and Managing Director from Rs.7,00,000/- to Rs.5,00,000/-. Accordingly, w.e.f. 01.04.2023, the remuneration payable to of Sri Prakash Challa, Chairman and Managing Director is: a) Salary: Fixed Salary of Rs.5,00,000/- (Rupees Five Lakhs Only) per month including dearness and all other allowances, b) Perquisites: i) Contribution to the Provident Fund, Superannuation Fund or Annuity Fund to the extent these either singly or put together
are not taxable under the Income Tax Act, 1961, ii) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service, and, iii) Encashment of leave at the end of the tenure. c) Company cars with driver for official use, provision of telephone(s) at residence, Apart from the remuneration aforesaid, he shall be entitled to reimbursement of expenses incurred in connection with the business of the Company.
In pursuance of applicable provisions of the Companies Act,2013, rules made there under and SEBI (LODR) Rules, 2015, considering the recommendations of the Nomination and Remuneration Committee and the evaluation of their performance carried out by the Board, subject to approval of the members, your directors approved and recommend to the members (i) the re-appointment of Sri E.Bhaskar Rao as Director, (ii) re-appointment of Sri Prakash Challa as Chairman and Managing Director of the Company and fixing the remuneration at the ensuing Annual General Meeting as mentioned in Notice of 30th AGM. The disclosures required pursuant to Secretarial Standard, Companies Act, 2013, Regulation 36 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given respectively in the annexures to the Notice of the 30th AGM and in the Corporate Governance Report.
Changes in Key Managerial Personnel
During the year under review, Mr. Rahul Kumar Bhangadiya (Membership Number A 44666), Company Secretary and Compliance officer of the Company resigned with effect from 24.05.2023. Consequent to resignation of Mr. Rahul Kumar Bhangadiya, based on recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. A.Shailendra Babu (Membership No. A 19761) holding the prescribed qualification under section 2(24) of the Companies Act, 2013, as the Company Secretary and Compliance Officer of the Company with effect from 11th August, 2023.
Pursuant to provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as at the date of this report, the following have been designated as the Key Managerial Personnel of the Company:
a. Sri Prakash Challa - Chairman and
Managing Director
b. Sri U.S.S. Ramanjaneyulu N - Chief Financial Officer
c. Sri. A.Shailendra Babu - Company Secretary and
Compliance officer
NUMBER OF MEETINGS OF THE BOARD
During the year 2023-24, Four (4) meetings of the Board of Directors were held on 23rd May, 2023, 11th August, 2023, 1 3th November, 2023, and 14th February, 2024. 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
As on March 31, 2024, Mr. B Lokanath, Mr. P Murali Krishna and Mr. K Shashi Chandra are Independent Directors on the Board.
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, 201 3, and Regulation 1 6(1 )(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Further, the Independent Directors confirmed that the respective Independent Director is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
In pursuance of Regulation 25(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of directors took on record of the declarations and confirmations submitted by the independent directors under Regulation 25(8) after undertaking due assessment of the veracity of the same.
As per the applicable provisions of the Companies Act, 2013 ("the Act"), the Independent Directors of the Company have registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors of the Company are persons of integrity and possess the relevant expertise and experience (including the proficiency, as per the applicable law) to qualify as Independent Directors of the Company and are Independent of the Management.
Further, declaration on Compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.
FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS
The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with relevant documents, information to enable them to have a better understanding of the Company, its operations, and the industry in which it operates through the Board proceedings.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.
COMMITTEES OF THE BOARD
Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5, 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 P.Murali Krishna (Member), and Sri K.Shashi Chandra (Member).
Corporate Social Responsibility Committee: As on the date of this report, the Corporate Social Responsibility (CSR) Committee comprises Sri Prakash Challa, (Chairman), Sri B.Lokanath (Member), and Sri K.Shashi Chandra (Member).
However, your company is not required to expend any amount towards CSR during the year under review as it did not fall under the purview of the provisions of section 135(1) of the Act.
Kindly refer Corporate Governance Report for matters relating to the Board, Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee for constitution, meetings, etc.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The company has placed a 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 provisions of sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s), amendment(s) or reenactment(s) thereof, for the time being in force), M/s. Karvy & Co., Chartered Accountants (ICAI Firm Registration No. 001757S), Hyderabad was appointed, at the 28th Annual General Meeting (AGM) of the Company held on 27.09.2022, as the Statutory Auditors of the Company to hold office for a term of 5 (five) years from the conclusion of 28th AGM until the conclusion of the 33rd Annual General Meeting of the Company to be held in the year 2027, 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.
AUDITORS' REPORT
The Auditors' Report to the shareholders does not contain any qualification and issued an unmodified opinion. However, the auditors as 'Emphasis of Matter' mentioned with regard to Note 8(a) of the standalone financial statements pertaining to receivables balances including trade receivables which are due from related parties and others i.e., 'As at 31 st March, 2024, the trade receivables amounted to Rs. 11,21,76.75 thousands which include receivables from related parties amounting to Rs. 11,21,103.98 thousands, are outstanding for more than one year'. The response of the Board in this regard is provided below:
(i) the Management is of the firm view that the trade receivables will be recovered by the Company, and as on date of this report the amount receivable is Rs. 5.61 Crores (ii) the delay happened because of huge supply and less demand for the IT Space in Chennai, due to which the recovery from Alpha City Chennai IT Park Projects Pvt. Ltd. got delayed, (iii) Company taking necessary steps to receive the dues from time to time, and (iv) the balance receivable is secured.
As required by the SEBI (LODR) Regulations, 2015, the auditors' certificate on corporate governance is enclosed to the Board's Report. The Auditors' certificate for the year ended 31.03.2024 does not contain any qualification, reservation, or adverse remark.
COST RECORDS AND COST AUDIT
For the financial year 2023-24: The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2023-24. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the financial year 2023-24.
INTERNAL AUDITORS
The Board of Directors of the Company appointed M/s. Vemulapalli & Co., Chartered Accountants, Hyderabad as the Internal Auditors
to conduct the Internal Audit of the Company for the Financial Year ended March 31, 2025.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Savita Jyoti Associates, Practicing Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2023-24. A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 1A.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES
The Secretarial Audit of M/s. SSPDL Infratech Private Limited (material unlisted subsidiary of the Company) was carried out as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report issued by M/s. Savita Jyoti Associates, Practicing Company Secretaries, Hyderabad is annexed to this report as ANNEXURE - 1B.
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, and a statement showing the names, remuneration received, and other particulars of top ten employees as prescribed in Rules 5(2) and 5(3) of the aforesaid Rules, are provided in ANNEXURE - 2.
During the year under review, no employee of your company drawn the remuneration in excess of the prescribed limits as laid down in rule 5(2) i.e., Employees who (i) was employed throughout the financial year and received remuneration in the aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of the financial year and received remuneration, in the aggregate, not less than rupees eight lakh and fifty thousand per month. Also, during the year under review, no employee of your company was employed throughout the financial year under review or part thereof and received remuneration which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.
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 31,2024, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board. However, the reply of the Board to the 'emphasis of matter' reported in the Statutory Auditors' Reports is given in the 'Auditors Report' clause above.
During the year, there were no instances of frauds reported by the auditors under section 143(12) of the Companies Act, 2013 to the Audit Committee.
Names of companies which have become or ceased to be its subsidiaries, joint ventures, or associate companies during the year: Nil
Report on highlights of the performance, the 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 Infratech Private Limited, a wholly owned subsidiary of the Company, recorded total revenue of Rs. NIL and profit/ (loss) after tax of Rs. (2.52) lakhs for the year ended 31st March, 2024 as compared to total revenue of Rs. NIL and profit/(loss) after tax of Rs. (1.16) lakhs in the previous year.
• Northwood Properties India Private Limited, an associate of the Company, recorded total revenue of Rs. NIL and profit/ (loss) after tax of Rs. (3.02) Lakhs the year ended 31st March, 2024 as compared to total revenue of Rs. 29.12 lakhs and profit/(loss) after tax of Rs. 17.44 lakhs in the previous year.
The Company is not having joint ventures, hence, no information is provided. The financial position of each of the subsidiaries companies is provided in Form AOC-1 attached to the consolidated financial statements.
The Statement containing salient features of financial statements of subsidiaries:
In pursuance of provisions of section 129(3) of the Companies Act, 2013, and the 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 the same will be kept on the company's website i.e., www.sspdl.com.
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 CSR Policy is available on the website of the Company at http://sspdl.com/investors.php.
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 - 3 to the Director's Report.
CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance, which forms part of the annual report, enclosed as an ANNEXURE - 4 to the Directors' Report. The Auditor's Certificate on compliance of conditions of corporate governance is also enclosed.
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, wherever considered necessary and to the extent required have been adequately insured.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The details of money accepted and received from the directors of the company 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 shares by employees or by trustees for the benefit of employees.
WHISTLEBLOWER 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 providing 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 behaviour, 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 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 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. https://www.sspdl.com/investors.php
DEMATERIALISATION OF SHARES:
Of the total shares, 0.53% 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 for facilitating easy liquidity for shares.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of the provisions of Section 125 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the amount that remained unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.
The unclaimed dividend amount for the year 2006-07 was transferred earlier to the IEPF established by the Central Government under applicable law. During the year 2019-20, in terms of Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, the Company has transferred 25,713 equity shares to the demat account IEPF Authority on 27.12.2019 in respect of which the dividend has not been claimed for a period of seven years or more. Also, Company uploaded the details of such shareholders and shares transferred to IEPF on the website of the Company at http://www.sspdl.com/investors.php in the Corporate Governance section.
The Shareholders may note that both the unclaimed dividend and corresponding shares transferred to the IEPF Authority, including all benefits accruing on such shares, if any, can be claimed back by them from IEPF Authority after following the procedure (i.e. an application in E-form No. I EPF-5) prescribed in the Rules. Shareholders may refer Rule 7 of the said Rules for Refund of shares / dividend etc., and follow the Refund Procedure as detailed on the website of the IEPF Authority http://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 the 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 thereunder, The Company has complied with the constitution of Internal Complaints Committees to which employees can write their complaints and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace.
During the year ended 31 March, 2024 there were no incidents of sexual harassment 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, pending at the end of the year: NIL.
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, 2024, 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 31,2024 and of the profit and loss of the company for the financial year ended March 31, 2024;
(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 the 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 the future.
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.
There was no one time settlement with any bank or financial institution.
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 has occurred between the financial year ended March 31, 2024 of the Company, and the date of this Report.
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.
There were no such transactions entered by the Company, which are 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:
(A) Conservation of energy-
(i)
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the steps taken or impact of energy on conservation
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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.
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(ii)
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the steps taken by the company for utilising alternate sources of energy
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Not Applicable
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(iii) the capital investment on energy conservation equipments
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NIL
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(B) Technology absorption-
(i) the efforts made towards technology absorption
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NIL
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(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
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NIL
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(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
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No technology has been imported during the past 3 years.
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(a) the details of technology imported
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NIL
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(b) the year of import;
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NIL
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(c) whether the technology been fully absorbed
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NIL
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(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
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NIL
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(iv) the expenditure incurred on Research and Development.
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NIL
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Foreign exchange earnings and Outgo-
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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:
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For the year ended
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31.03.2024
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31.03.2023
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- Foreign Exchange Earnings
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NIL
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NIL
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- Foreign exchange Outgo
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NIL
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NIL
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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 that 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, are 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 a 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 the 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 13th November, 2023 and all independent directors attended the meeting. 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 of SSPDL LIMITED
PRAKASH CHALLA K.SHASHI CHANDRA
Place : Hyderabad CHAIRMAN AND MANAGING DIRECTOR DIRECTOR
Date : 14.08.2024 (DIN 02257638) (DIN 07258691)
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