Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the AuditedFinancial Accounts for the year ended 31st March, 2024.
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
Profit/(Loss) before Tax after exceptional and extra-ordinary items
Less: Tax Expense (Net)
Profit/(Loss) After Tax
Balance of Profit brought forward
(3,45,357.57)
(2,59,048.16)
Adjustment as per Ind AS 115
Profit available for appropriation
(3,73,472.71)
APPROPRIATIONS
Proposed Dividend
Tax on the proposed dividend
Transfer to General Reserve
Balance carried to Balance Sheet
B) CONSOLIDATED: (Rs. In Thousands)
2,65,805.04
5,12,917.10
2,74,150.46
5,54,360.36
(8,345.42)
(41,443.26)
42,068.72
Depreciation and Amortisation Expense
(28,374.85)
(86,308.50)
0
The total revenue of your Company for the year under review isRs. 2658.15 lakhs as compared to Rs. 5072.04 lakhs for the previousyear 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 stagesof execution, and the performance of the Company during thecurrent year i.e., 2024-25 is expected to be in accordance withCompany's plans.
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. SSPDLhas paid Rs.2 Crore interest free non-refundable deposit to Sir JohnDemote and registered the deed. SSPDL plans to build and operatecommercial offices. The total Built-up area is approximately 28644sq. ft.
We got the approval for reclassification of land use from CMDA.Plan Sanction and Planning Permission from CMDA and buildingpermission from GCC obtained. We are going to start theconstruction work shortly.
We are happy to announce that we have already signed up a Letterof Intent with M/s. Work Easy Space Solutions Private Limited forleasing of 'A' grade Warm Shell for 15 years with initial lock-inperiod of 5 years. The monthly Lease Rental is Rs.70/- per sq. ft. for36 months with 1 5% escalation in rent for every 3 years. M/s. WorkEasy Space Solutions Private Limited is currently managing morethan 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 wehave to receive Rs. 11.21 Crores, however, as on date of this reportRs. 5.61 Crores is receivables which is secured by built up space of38,583 sft. On account of Work from Home Policy, there was noofftake of space. Now the situation has changed and we are hopefulof realizing this during this financial year.
Godrej SSPDL Azure Project
Godrej SSPDL Azure Project is a Residential Apartments projectsituated at Padur, Kazhipattur Village in Old Mahabalipuram Road(IT Highway), Kancheepuram District.
The project is executed through M/s. Godrej SSPDL Green AcresLLP ("LLP"). M/s. SSPDL Limited, Landowners, and M/s. GodrejProperties Limited has entered into a partnership to develop 10.45Lakhs sft in the above said residential project on the profit sharingmodel on 27.03.2014.
So far 475000 sft of the Project has been completed and completelysold out. Only now the markets revived and we intend taking up theexecution of the balance 570000 sft in the next 3 years.
Godrej Properties Ltd (GPL) is in the final stages of negotiation incoming up of an offer to purchase the non-GPL Partners' unsoldFSI and want to revive the project after settling up of the Non-GPLPartners (Land Owners, SSPDL and Mumbai Partners)
GPL is keen that SSPDL Ltd execute the entire projects by way of aconstruction contract given to SSPDL and funded by GPL. In the
last four months, we have been discussing with the sub-contractorsso that back to back contract is awarded and SSPDL will benefit byabout Rs.200/- per sqft on the unsold area. The contract value willbe 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) projecton a 3.89 Acre plot of land situated at Thalambur Village of OldMahabalipuram, (IT Express Highway), Chennai. The apartmentproject is completed and handed over.
Residential Villa project consists of 32 Villas. Layout sanctionand planning permissions are received. Buildings have been precertified GOLD by Indian Green Building Council (IGBS).
We have already sold 13 Villas from our share of 18 villas inLakewood. Construction of Villas is in progress and has an unsoldarea of 11,982 sq. ft. Post pandemic now the markets are revivedand we are hopeful of completing it by December 2024.
We are happy to announce that the largest residential project forthe Company, The Retreat, Hyderabad (BHEL Employees CyberColony) has been completed and delivered 1251 homes of a valueof Rs. 400 Crores to the Customers.
Apart from the individual homes, the LIG Apartments has beencompleted and delivered. EWS Apartments are in the final finishingstage. In this project we still have unsold units of value of Rs. 12crores in the LIG & EWS Category which will be sold during thefinancial year.
This project has not progressed on expected lines because the delayof the recovery from the clients. Also due to uncertainty in therate of GST for residential apartments, the sales of LIG & EWS gotimpacted. This was further aggravated on account of the Pandemicand delays in getting Completing Certificate.
Further number of frivolous legal cases were initiated which resultedin 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) forconstructing residential apartments in Domalguda, Hyderabad.Approximate built-up area is 25,800 sft. Share of Company andOwner is 45:55. Proposed to complete the project within 24 monthsfrom obtaining all sanctions or within such extended time as per theterms of the JDA.
We are happy to inform that we have received all the statutoryapprovals from GHMC to start the construction. All the relevantfee had been paid. On 25th of Jan 2024, we have taken possessionof property and started the demolition of building. The buildingis demolished fully and the Rock Cutting work completed. Were-negotiated the sharing ratio to 50:50 now. We started theconstruction work in July 2024. We have received the approvalfrom TSRERA.
SSPDL Northwoods
SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVshad acquired 42 acres in Gundla Pochampally village, Hyderabad todevelop a gated residential villa community "SSPDL Northwoods".The land conversion process is completed.
As the Micro market did not support Villa development, the LayoutProject was completed and sold out.
Members are aware that, Company has incorporated a SubsidiaryCompany i.e., SSPDL Infratech Private Limited ("SIPL") for carryingon 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 FinancialYear ended March 31, 2024.
The Company does not propose to transfer any amount to thegeneral reserve for the financial year ended March 31, 2024.
As provided under Section 92(3) & 134(3)(a) of the Act, AnnualReturn for FY 2023-24 is uploaded on the website of the Companyand can be accessed at www.sspdl.com/investors.php.
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 toretire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. The Board of Directors,based on the recommendation of Nomination and RemunerationCommittee, has recommended the re-appointment of Sri E.BhaskarRao, Director, retiring by rotation.
The brief profile of the director seeking appointment/reappointmentat the ensuing Annual General Meeting is presented in the annexureto Notice of 30th Annual General Meeting.
Re-appointment of Sri Prakash Challa, Chairman and ManagingDirector
Sri Prakash Challa was re-appointed as the Chairman and ManagingDirector of the Company for a period of five years from 01.1 0.201 9to 30.09.2024, by passing a special resolution in the 25th AnnualGeneral Meeting held on 30.09.2019. As the term of appointmentis ending on 30.09.2024, with the recommendation of theNomination and Remuneration Committee, the Board of Directors,subject to approval of the members, approved the re-appointmentof Sri Prakash Challa as the Chairman and Managing Director andremuneration payable to him.
In pursuance of applicable provisions of the Companies Act,2013 and the Rules made thereunder, on recommendation of theNomination and Remuneration Committee, the Board in its meetingheld on 23.05.2023 revised the remuneration of Sri PrakashChalla, Chairman and Managing Director from Rs.7,00,000/- toRs.5,00,000/-. Accordingly, w.e.f. 01.04.2023, the remunerationpayable to of Sri Prakash Challa, Chairman and Managing Directoris: a) Salary: Fixed Salary of Rs.5,00,000/- (Rupees Five LakhsOnly) per month including dearness and all other allowances, b)Perquisites: i) Contribution to the Provident Fund, SuperannuationFund or Annuity Fund to the extent these either singly or put together
are not taxable under the Income Tax Act, 1961, ii) Gratuity payableat a rate not exceeding half a month's salary for each completed yearof 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 beentitled to reimbursement of expenses incurred in connection withthe business of the Company.
In pursuance of applicable provisions of the Companies Act,2013,rules made there under and SEBI (LODR) Rules, 2015, consideringthe recommendations of the Nomination and RemunerationCommittee and the evaluation of their performance carried outby the Board, subject to approval of the members, your directorsapproved and recommend to the members (i) the re-appointmentof Sri E.Bhaskar Rao as Director, (ii) re-appointment of Sri PrakashChalla as Chairman and Managing Director of the Company andfixing the remuneration at the ensuing Annual General Meetingas mentioned in Notice of 30th AGM. The disclosures requiredpursuant to Secretarial Standard, Companies Act, 2013, Regulation36 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 are given respectively in theannexures to the Notice of the 30th AGM and in the CorporateGovernance Report.
Changes in Key Managerial Personnel
During the year under review, Mr. Rahul Kumar Bhangadiya(Membership Number A 44666), Company Secretary andCompliance officer of the Company resigned with effect from24.05.2023. Consequent to resignation of Mr. Rahul KumarBhangadiya, based on recommendation of the Nomination andRemuneration Committee, the Board appointed Mr. A.ShailendraBabu (Membership No. A 19761) holding the prescribedqualification under section 2(24) of the Companies Act, 2013, asthe Company Secretary and Compliance Officer of the Companywith effect from 11th August, 2023.
Pursuant to provisions of sections 2(51) and 203 of the CompaniesAct, 2013 read with the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, as at the date of this report,the following have been designated as the Key Managerial Personnelof 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
During the year 2023-24, Four (4) meetings of the Board of Directorswere held on 23rd May, 2023, 11th August, 2023, 1 3th November,2023, and 14th February, 2024. The details of the meetings andattendance of directors are furnished in the Corporate GovernanceReport, which is enclosed to this report.
As on March 31, 2024, Mr. B Lokanath, Mr. P Murali Krishna andMr. K Shashi Chandra are Independent Directors on the Board.
The Board hereby confirms that, all the Independent Directors ofyour Company have given a declaration that they meet the criteria ofIndependence 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 respectiveIndependent Director is not aware of any circumstance or situation,which exist or may be reasonably anticipated, that could impairor impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence.
In pursuance of Regulation 25(9) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Board of directorstook on record of the declarations and confirmations submitted bythe independent directors under Regulation 25(8) after undertakingdue assessment of the veracity of the same.
As per the applicable provisions of the Companies Act, 2013 ("theAct"), the Independent Directors of the Company have registeredwith the Independent Directors Databank maintained by theIndian Institute of Corporate Affairs. In the opinion of the Board,the Independent Directors of the Company are persons of integrityand possess the relevant expertise and experience (including theproficiency, as per the applicable law) to qualify as IndependentDirectors 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, asamended by Ministry of Corporate Affairs ("MCA") Notificationdated October 22, 2019, regarding the requirement relating toenrollment in the Data Bank created by MCA for IndependentDirectors, had been received from all Independent Directors.
The Members of the Board of the Company have been providedopportunities to familiarize themselves with the Company, itsManagement, and its operations. The Directors are provided withrelevant documents, information to enable them to have a betterunderstanding of the Company, its operations, and the industry inwhich it operates through the Board proceedings.
All the Independent Directors of the Company are made awareof their roles and responsibilities at the time of their appointmentthrough a formal letter of appointment, which also stipulates variousterms and conditions of their engagement.
Pursuant to the requirement under the Companies Act, 2013 andthe Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 201 5, the Board of Directorshas constituted Committees of the Board i.e., Audit Committee,Nomination and Remuneration Committee, StakeholdersRelationship Committee, and Corporate Social ResponsibilityCommittee.
Audit Committee: As on the date of this report, the Audit Committeecomprises Sri B. Lokanath (Chairman), Sri P.Murali Krishna(Member), and Sri K.Shashi Chandra (Member).
Corporate Social Responsibility Committee: As on the date ofthis report, the Corporate Social Responsibility (CSR) Committeecomprises Sri Prakash Challa, (Chairman), Sri B.Lokanath (Member),and Sri K.Shashi Chandra (Member).
However, your company is not required to expend any amounttowards CSR during the year under review as it did not fall underthe purview of the provisions of section 135(1) of the Act.
Kindly refer Corporate Governance Report for matters relatingto the Board, Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and CorporateSocial Responsibility Committee for constitution, meetings, etc.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNALFINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS.
The company has placed a system of internal financial controls withreference to the financial statements. In our view, these internalfinancial controls are adequate and are operating effectively.
In pursuance of the provisions of sections 139, 142 and otherapplicable provisions, if any, of the Companies Act, 2013 read withthe Companies (Audit and Auditors) Rules, 2014, (including anystatutory 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 heldon 27.09.2022, as the Statutory Auditors of the Company to holdoffice for a term of 5 (five) years from the conclusion of 28th AGMuntil the conclusion of the 33rd Annual General Meeting of theCompany to be held in the year 2027, at such remuneration plusapplicable taxes, out of pocket expenses as may be incurred bythem during the course of the Audit, as may be mutually agreedbetween the Board of Directors of the Company and the Auditors.
The Auditors' Report to the shareholders does not contain anyqualification and issued an unmodified opinion. However, theauditors as 'Emphasis of Matter' mentioned with regard to Note8(a) of the standalone financial statements pertaining to receivablesbalances including trade receivables which are due from relatedparties and others i.e., 'As at 31 st March, 2024, the trade receivablesamounted to Rs. 11,21,76.75 thousands which include receivablesfrom related parties amounting to Rs. 11,21,103.98 thousands, areoutstanding for more than one year'. The response of the Board inthis regard is provided below:
(i) the Management is of the firm view that the trade receivableswill be recovered by the Company, and as on date of this reportthe amount receivable is Rs. 5.61 Crores (ii) the delay happenedbecause of huge supply and less demand for the IT Space inChennai, due to which the recovery from Alpha City Chennai ITPark Projects Pvt. Ltd. got delayed, (iii) Company taking necessarysteps to receive the dues from time to time, and (iv) the balancereceivable is secured.
As required by the SEBI (LODR) Regulations, 2015, the auditors'certificate on corporate governance is enclosed to the Board'sReport. The Auditors' certificate for the year ended 31.03.2024does not contain any qualification, reservation, or adverse remark.
For the financial year 2023-24: The provisions relating tomaintenance of Cost Records as specified by the CentralGovernment under Section 148 of the Companies Act, 2013 is notapplicable to the Company for the financial year 2023-24. Also, asper rule 4 of the Companies (Cost Records and Audit) Rules, 2014,cost audit is not applicable to your company. Accordingly, the costauditor is not appointed for the financial year 2023-24.
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 Yearended March 31, 2025.
Pursuant to the provisions of Section 204 of the Companies Act,2013 and Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 the Company has appointedM/s. Savita Jyoti Associates, Practicing Company Secretaries,Hyderabad to undertake the Secretarial Audit of the Company forthe financial year 2023-24. A Secretarial Audit Report given by theSecretarial Auditors in Form No. MR-3 is annexed with this Reportas ANNEXURE - 1A.
The Secretarial Audit of M/s. SSPDL Infratech Private Limited(material unlisted subsidiary of the Company) was carried outas per Regulation 24A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. The Secretarial AuditReport issued by M/s. Savita Jyoti Associates, PracticingCompany Secretaries, Hyderabad is annexed to this report asANNEXURE - 1B.
The disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act, 2013 readwith Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, and a statement showingthe names, remuneration received, and other particulars of topten employees as prescribed in Rules 5(2) and 5(3) of the aforesaidRules, are provided in ANNEXURE - 2.
During the year under review, no employee of your companydrawn the remuneration in excess of the prescribed limits as laiddown in rule 5(2) i.e., Employees who (i) was employed throughoutthe financial year and received remuneration in the aggregate, notless than rupees one crore and two lakh, (ii) employed for a partof 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 wasemployed throughout the financial year under review or part thereofand received remuneration which, in the aggregate, or as the casemay be, at a rate which, in the aggregate, is in excess of that drawnby the managing director and holds by himself or along with hisspouse and dependent children, not less than two percent of theequity shares of the company.
EXPLANATION OR COMMENTS TO QUALIFICATION,RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE,IF ANY, IN THE STATUTORY AUDITORS' REPORT AND THESECRETARIAL AUDIT REPORT.
The Statutory Auditors' Report, and the Secretarial Audit Report tothe members, for the year ended March 31,2024, does not containany qualification, reservation, adverse remark or disclaimer whichrequire explanations or comments by the Board. However, the replyof the Board to the 'emphasis of matter' reported in the StatutoryAuditors' Reports is given in the 'Auditors Report' clause above.
During the year, there were no instances of frauds reported by theauditors under section 143(12) of the Companies Act, 2013 to theAudit Committee.
Names of companies which have become or ceased to be itssubsidiaries, joint ventures, or associate companies during the year:Nil
Report on highlights of the performance, the financial position ofeach of the subsidiaries, associates, and joint venture companies,and their contribution to the overall performance of the companyduring the period under report:
• SSPDL Infratech Private Limited, a wholly owned subsidiaryof 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 ofthe 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 andprofit/(loss) after tax of Rs. 17.44 lakhs in the previous year.
The Company is not having joint ventures, hence, no informationis provided. The financial position of each of the subsidiariescompanies is provided in Form AOC-1 attached to the consolidatedfinancial statements.
The Statement containing salient features of financial statementsof 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 ofsubsidiaries in the prescribed format - Form AOC-1 is attached tothe consolidated financial statement.
The audited consolidated financial statement presented by theCompany are prepared in accordance with the Indian AccountingStandards (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 layingbefore the annual general meeting of the company along with thelaying with the financial statement of the Company.
Upon a request is received, the annual accounts of the subsidiarycompanies will be made available to shareholders of the company.The annual accounts of the subsidiary companies shall also bekept for inspection during business hours by any shareholder in theregistered office of the company and the same will be kept on thecompany's website i.e., www.sspdl.com.
A Corporate Social Responsibility ("CSR") Committee has beenconstituted in accordance with the provisions of Section 135 of theCompanies Act, 2013. The CSR Policy is available on the websiteof the Company at http://sspdl.com/investors.php.
In terms of the provisions of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015(Listing Regulations), a separate report on Management Discussionand Analysis is enclosed as an ANNEXURE - 3 to the Director'sReport.
A separate section on Corporate Governance, which forms part ofthe annual report, enclosed as an ANNEXURE - 4 to the Directors'Report. The Auditor's Certificate on compliance of conditions ofcorporate governance is also enclosed.
The number of shares pledged by promoters and directors of thecompany: NIL.
The properties and insurable interest of the Company, whereverconsidered necessary and to the extent required have beenadequately insured.
During the year under review, your Company has neither acceptednor renewed any deposits from the public within the meaningof 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 ofthe company have been disclosed in the financial statements.
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 ofmoney for the purchase of its own shares by employees or bytrustees for the benefit of employees.
In pursuance of provisions of the Companies Act, 2013, and theListing 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 orunethical practices, unethical behaviour, actual or suspected fraudor violation of the Company's code of conduct or ethics policy, and(ii) the stakeholders of the company to freely communicate theirconcerns about illegal or unethical practices, and to approach theWhistle Officer/Chairman of the Audit Committee of the Companyto, inter-alia, report the same to the management. This Policy is anextension of the Company's Code of Conduct.
The Audit Committee oversees the vigil mechanism through thecommittee. This Policy inter-alia provides direct access to theChairman of the Audit Committee.
The Whistle Officer/Chairman of the Audit Committee shall submita report to the Audit Committee on a regular basis about all thecomplaints referred to him/her since the last report together with theresults of investigations, if any.
The Whistle Blower Policy may be accessed on the Company'swebsite at the link: viz. https://www.sspdl.com/investors.php
Of the total shares, 0.53% shares are held in physical form.Shareholders holding shares in physical form are once againadvised to dematerialize their shares to avoid the risk associatedwith the physical holding of share certificates and for facilitatingeasy liquidity for shares.
In terms of the provisions of Section 125 and other applicableprovisions of the Companies Act, 2013 and the Rules madethereunder, the amount that remained unclaimed for a period ofseven years is required to be transferred to the Investor Educationand Protection Fund (IEPF) administered by the Central Government.
The unclaimed dividend amount for the year 2006-07 wastransferred earlier to the IEPF established by the Central Governmentunder applicable law. During the year 2019-20, in terms of Section124(6) of the Act read with Investor Education and ProtectionFund Authority (Accounting, Auditing, Transfer and Refund) Rules,2016, the Company has transferred 25,713 equity shares to thedemat account IEPF Authority on 27.12.2019 in respect of whichthe dividend has not been claimed for a period of seven years ormore. Also, Company uploaded the details of such shareholdersand shares transferred to IEPF on the website of the Company athttp://www.sspdl.com/investors.php in the Corporate Governancesection.
The Shareholders may note that both the unclaimed dividend andcorresponding shares transferred to the IEPF Authority, includingall benefits accruing on such shares, if any, can be claimed backby 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 thewebsite of the IEPF Authority http://iepf.gov.in/IEPF/refund.html
DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013
The Company is committed to provide a protective environment atthe workplace for all its women employees. Also, in terms of theSexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 and the Rules made thereunder, TheCompany has complied with the constitution of Internal ComplaintsCommittees to which employees can write their complaints andadopted a Policy on Prevention of Sexual Harassment of Womenat Workplace.
During the year ended 31 March, 2024 there were no incidentsof sexual harassment reported in the Company i.e., Complaintspending at the beginning of the year: NIL, Complaints receivedduring the year: NIL, disposed of during the year: NIL, pending atthe end of the year: NIL.
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, 2024, the applicable accounting standardshad been followed along with proper explanation relating tomaterial departures;
(b) the Directors had selected such accounting policies andapplied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at March 31,2024and of the profit and loss of the company for the financial yearended March 31, 2024;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisionsof 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 areadequate 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 wereadequate and operating effectively.
There is no change in the nature of the business of the Company.
There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status andCompany'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.
There are no material changes and commitments affecting the financial position of the Company which has occurred between the financialyear ended March 31, 2024 of the Company, and the date of this Report.
The particulars of loans, guarantees, and investments have been disclosed in the financial statements.
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 asrequired 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 theCompany's website, under the web link: http://sspdl.com/investors.php.
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 ofconservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below:
(i)
the steps taken or impact of energy on conservation
Even though the Company's activity is Real Estate, PropertyDevelopment 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 alternatesources of energy
Not Applicable
(iii) the capital investment on energy conservation equipments
NIL
(B) Technology absorption-
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, costreduction, product development or import substitution
(iii) in case of imported technology (imported during the lastthree years reckoned from the beginning of the financialyear)-
No technology has been imported during the past 3 years.
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has nottaken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows:
For the year ended
31.03.2024
31.03.2023
- Foreign Exchange Earnings
- Foreign exchange Outgo
The Company has developed and implemented a risk management policy for the company. In the opinion of the Board, there are noforeseeable risks that may threaten the existence of the Company.
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 adirector, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees, areprovided in the Corporate Governance Report.
The evaluation of Board, Committee(s), and individual Directors was carried out based on a structured questionnaire encompassingparameters such as performing statutory duties, level of engagement and contribution, independence of judgment, etc. Further, the details onperformance evaluation criteria are provided in the Corporate Governance Report.
The Company's Independent Directors meet at least once in every financial year without the presence of non-independent directors andmembers 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 theperformance 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 forthe 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 recordtheir appreciation of employees for their hard work, dedication, and commitment.
Place : Hyderabad CHAIRMAN AND MANAGING DIRECTOR DIRECTOR
Date : 14.08.2024 (DIN 02257638) (DIN 07258691)