To,
The Members
Your Directors have pleasure in presenting the 29th Annual
Report on the business and operations of the Company together with the Audited Financial
Accounts for the year ended 31st March, 2023.
FINANCIAL RESULTS
The fi nancial highlights of the current year in comparison to
the previous year are as under.
A) STANDALONE: (` In Lakhs)
| PARTICULARS |
2022-23 |
2021-22 |
| Total Revenue |
5072.04 |
2652.46 |
| Less: Operating Expenses |
5527.88 |
2207.80 |
| Gross Profi t/(Loss) before Depreciation and
Interest |
(455.84) |
444.66 |
| Less: Finance Costs |
379.30 |
620.82 |
| Depreciation and Amortization Expense |
27.96 |
37.69 |
| Profi t/(Loss) before Tax Before exceptional and
extra-ordinary items |
(863.09) |
(213.85) |
| Exceptional and Extra-ordinary Item |
0.00 |
0.00 |
| Profi t/(Loss) before Tax after exceptional and
extra-ordinary items |
(863.09) |
(213.85) |
| Less: Tax Expense (Net) |
0.00 |
0.00 |
| Profi t/(Loss) After Tax |
(863.09) |
(213.85) |
| Balance of Profi t brought forward |
(2590.48) |
(2376.63) |
| Adjustment as per Ind AS 115 |
0.00 |
0.00 |
| Profi t available for appropriation |
(3453.57) |
(2590.48) |
| APPROPRIATIONS |
-- |
-- |
| Proposed Dividend |
-- |
-- |
| Tax on the proposed dividend |
-- |
-- |
| Transfer to General Reserve |
-- |
-- |
| Balance carried to Balance Sheet |
(3453.57) |
(2590.48) |
B) CONSOLIDATED:
| PARTICULARS |
2022-23 |
2021-22 |
| Total Revenue |
5129.17 |
2490.30 |
| Less: Operating Expenses |
5543.60 |
2272.97 |
| Gross Profi t/(Loss) before Depreciation and
Interest |
(414.43) |
217.33 |
| Less: Finance Costs |
420.69 |
697.42 |
| Depreciation and Amortisation Expense |
27.96 |
38.29 |
| Profi t/(Loss) before Tax Before exceptional and
extra-ordinary items |
(863.08) |
(518.38) |
| Exceptional and Extra-ordinary Item |
0.00 |
0.00 |
| Profi t/(Loss) before Tax after exceptional and
extra-ordinary items |
(863.08) |
(518.38) |
| Less: Tax Expense (Net) |
0 |
0 |
| Profi t/(Loss) After Tax |
(863.08) |
(518.38) |
STATE OF THE COMPANY'S AFFAIRS
The total revenue of your Company for the year under review is Rs.
5072.04 lakhs as compared to Rs. 2652.46 lakhs for the previous year ended
31st March, 2022. Profi t/(Loss) after tax is ` (863.09) lakhs as against `
(213.85) 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., 2023-24 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 (13,728 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 offi ces. The total Built-up area is approximately 28644 sq. ft.
We have applied for CMDA approval. The fi rst level scrutiny is
completed by CMDA and subsequently we have paid scrutiny fee for next level scrutiny of
drawings and documents. The Site Inspection is completed by CMDA.
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 15% 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 and currently we have to
recover Rs. 13.25 Crores which is secured by built up space of 56000 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 fi nancial 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 profi t 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
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-certifi ed 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 fi nal fi nishing 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 fi nancial 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 Certifi cate.
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. Company is planning to submit application
to the concerned authorities by the end of September, 2023 and proposed to complete the
project within 24 months from obtaining all sanctions or within such extended time as per
the terms of the JDA.
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.
KERALA
During the year under review your company, sought the consent of
members for disinvesting its shares in four (4) wholly owned Subsidiaries i.e. (i) SSPDL
Realty India Private Limited., (ii) SSPDL Infra Projects India Private Limited., and (iii)
SSPDL Resorts Private Limited and (iv) SSPDL Real Estates India Private Limited through
Postal Ballot notice dated 27th December, 2021 and the same was approved by the
Members dated 28th January, 2022 by way of remote e-voting.
Transfer of shares completed in the board meeting held on 16.12.2022
and handed over all the documents/records to the concerned related parties.
Further, the above said subsidiary companies are no mores subsidiaries
to your company from 16.12.2022 onwards.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
ended March 31, 2023.
THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES
The Company does not propose to transfer any amount to the general
reserve for the fi nancial year ended March 31, 2023.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) & 134(3)(a) of the Act, Annual
Return for FY 2022-23 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 the Annual General Meeting (AGM) held
on 27.09.2022 (i) Sri E.Bhaskar Rao (DIN: 00003608) was reappointed as Director, and (ii)
Smt. Sabbella Devaki Reddy (DIN: 02930336) was appointed as Non-executive Director.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Smt. Sabbella Devaki Reddy (DIN: 02930336), Director is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
The Board of Directors based on the recommendation of Nomination and Remuneration
Committee, has recommended the re-appointment of Smt. Sabbella Devaki Reddy, Director,
retiring by rotation.
The brief profi le of the director seeking
appointment/reappointment at the ensuing Annual General Meeting is presented in the
annexure to Notice of 29th Annual General Meeting.
None of the Independent directors will retire at the ensuing Annual
General Meeting.
Changes in Key Managerial Personnel
During the year under review, Mr. Rahul Kumar Bhangadiya (Membership
Number A 44666) has been appointed as Company Secretary and Compliance offi cer of
the Company with effect from 2nd March, 2022. However, Mr. Rahul Kumar Bhangadiya, Company
Secretary and Compliance offi cer 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 Sri.
A.Shailendra Babu (Membership No. A 19761) holding the prescribed qualifi cation
under section 2(24) of the Companies Act, 2013, has been appointed as the Company
Secretary and Compliance Offi cer 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 Offi cer |
| c. Sri. A.Shailendra Babu |
- Company Secretary and Compliance offi
cer |
Remuneration payable to Sri Prakash Challa, Chairman and Managing
Director
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 the Remuneration of Sri Prakash Challa,
Chairman and Managing Director is revised. 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 offi cial 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.
NUMBER OF MEETINGS OF THE BOARD
During the year 2022-23, Five (5) meetings of the Board of Directors
were held on 26th May, 2022, 11th August, 2022, 14th
November, 2022, 16th December, 2022 and 09th February 2023. 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, 2023, Mr. B Lokanath, Mr. P Murali Krishna and Mr. K
Shashi Chandra are Independent Directors on the Board.
The Board hereby confi rms 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 ("Listing
Regulations"). Further, the Independent Directors confi rmed 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 infl
uence.
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 confi rmations 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 profi ciency, 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 Qualifi cation of Directors) Rules, 2014, as amended by Ministry
of Corporate Affairs ("MCA") Notifi cation 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, 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 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 Committee comprises Sri Prakash Challa,
(Chairman), Sri B.Lokanath (Member), and Sri K.Shashi Chandra (Member).
However, your company was not required to expend any amount towards CSR
during the year review as it did not fall under the purview of the provisions of section
135(1) of the Act during the said year.
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 fi nancial controls
with reference to the fi nancial statements. In our view, these internal fi
nancial 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 modifi cation(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 offi ce for a term of 5 (fi ve) 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
qualifi cation and issued an unmodifi ed opinion. However, the auditors as
‘Emphasis of Matter' mentioned with regard to Note 8(a) of the standalone fi
nancial statements pertaining to receivables balances including trade receivables which
are due from related parties and others i.e., ‘As at 31st March, 2023, the trade
receivables amounted to Rs. 1326.31 lakhs which include receivables from related parties
amounting to Rs. 1324.72 lakhs, are outstanding for more than one year'. The response
of the Board in this regard is provided below:
(i) the Management is of the fi rm view that the trade
receivables will be recovered by the Company, (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'
certifi cate on corporate governance is enclosed to the Board's Report. The
Auditors' certifi cate for the year ended 31.03.2023 does not contain any
qualifi cation, reservation, or adverse remark.
COST RECORDS AND COST AUDIT
For the fi nancial year 2022-23: The provisions relating to
maintenance of Cost Records as specifi ed by the Central Government under Section
148 of the Companies Act, 2013 is not applicable to the Company for the fi nancial
year 2022-23. 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 fi nancial year 2022-23.
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, 2023.
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 Smt. Banduvula Krishnaveni, Practicing Company Secretary,
Hyderabad to undertake the Secretarial Audit of the Company for the fi nancial year
2022-23. 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 Smt. Banduvula Krishnaveni, Practicing Company Secretary, Hyderabad is
annexed to the annual report of the Company 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 fi nancial year and received remuneration in
the aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of
the fi nancial year and received remuneration, in the aggregate, not less than
rupees eight lakh and fi fty thousand per month. Also, during the year under
review, no employee of your company was employed throughout the fi nancial 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, 2023, does not contain any qualifi
cation, 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.
SUBSIDIARY/ASSOCIATE COMPANIES
Names of companies which have become or ceased to be its subsidiaries,
joint ventures, or associate companies during the year:
(a) During the year under review, no new company has become a
Subsidiary, Joint Venture, or Associate of the company,
(b) The consent of the members was sought for disinvesting the shares
held in four (4) wholly owned Subsidiaries i.e. (i) SSPDL Realty India Private Limited,
(ii) SSPDL Infra Projects India Private Limited, (iii) SSPDL Resorts Private Limited, and
(iv) SSPDL Real Estates India Private Limited through Postal Ballot notice dated 27th
December, 2021 and the same was approved by the Members dated 28th January, 2022 by way of
remote e-voting.
Consequent to the approval given by the members through Postal Ballot,
on 16.12.2022 your Company has transferred 100% of shareholding held by the Company in
above-mentioned four wholly owned subsidiaries. Accordingly, with effect from 16.12.2022
these four wholly owned subsidiary companies ceased to be subsidiaries of your Company.
Report on highlights of the performance, the fi nancial 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 profi t/ (loss) after tax of Rs
(1.16) lakhs for the year ended 31st March, 2023 as compared to total revenue
of Rs. NIL and profi t/(loss) after tax of Rs. (1.29) lakhs in the previous year.
Northwood Properties India Private Limited, an associate of the
Company, recorded total revenue of Rs.29.12 Lakhs and profi t/(loss) after tax of
Rs. 17.93 Lakhs the year ended 31st March, 2023 as compared to total revenue of
Rs.317.06 lakhs and profi t/(loss) after tax of Rs. 97.54 lakhs in the previous
year.
The Company is not having joint ventures, hence, no information is
provided. The fi nancial position of each of the subsidiaries companies is provided
in Form AOC-1 attached to the consolidated fi nancial 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 fi nancial statements of subsidiaries in the prescribed format
- Form AOC-1 is attached to the consolidated fi nancial statement.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated fi nancial statement presented by the
Company are prepared in accordance with the Indian Accounting Standards (Ind AS), the
Companies (Indian Accounting Standards) Rules, 2015 notifi ed 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 fi nancial statement are enclosed for laying before the
annual general meeting of the company along with the laying with the fi nancial
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 offi ce 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 Certifi cate 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 fi nancial 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 benefi t 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 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 Offi cer/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 Offi cer/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 certifi
cates and for facilitating easy liquidity for shares.
Members are requested to note that in case a holder of physical
securities fails to furnish PAN and KYC details before October
1, 2023, in accordance with the SEBI circular dated March 16, 2023, RTA
is obligated to freeze such folios. The securities in the frozen folios shall be eligible
to receive payments (including dividend, if any) and lodge grievances only after
furnishing the complete documents. If the shares continue to remain frozen as on December
31, 2025, the RTA / the Company shall refer such shares to the administering authority
under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money
Laundering Act, 2002.
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 benefi ts
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. IEPF-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, 2023 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 confi rm that:
(a) in the preparation of the annual accounts for the fi nancial
year ended March 31, 2023, 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, 2023
and of the profi t and loss of the company for the fi nancial year ended
March 31, 2023;
(c) the Directors had taken proper and suffi cient 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 fi nancial controls to
be followed by the company and that such internal fi nancial 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 signifi cant 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 of fi nancial dues.
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 fi
nancial position of the Company which has occurred between the fi nancial year
ended March 31, 2023 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 fi nancial 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. During the year
under review, after obtaining the consent of the members approval through Postal Ballot,
on 16.12.2022 transferred 100% of shareholding held by the Company in its four wholly
owned subsidiaries i.e., (i) SSPDL Realty India Pvt. Ltd., (ii) SSPDL Infra Projects India
Pvt. Ltd., and (iii) SSPDL Resorts Pvt. Ltd. (iv) SSPDL Real Estates India Private
Limited.
There were no such transactions entered by the Company, which are in
confl ict with the interest of the Company. Suitable disclosures as required by the
applicable accounting standards have been made in the Notes to the fi nancial
statements and the details of material Related Party Transactions entered during the year
under review are provided Form AOC-2 annexed to this report as ANNEXURE – 5.
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) the steps taken or impact of energy on conservation |
Even though the Company's activity
is Real Estate, |
|
Property Development and Civil
Construction which |
|
are not power intensive, the Company is
making every |
|
effort to conserve the usage of power. |
| (ii) the steps taken by the company for utilising
alternate sources of energy |
Not Applicable |
| (iii) the capital investment on energy conservation
equipments |
NIL |
| (B) Technology absorption- |
|
| (i) the efforts made towards technology absorption |
NIL |
| (ii) the benefi ts derived like product
improvement, cost reduction, product |
NIL |
| development or import substitution |
|
| (iii) in case of imported technology (imported during the
last three years |
No technology has been imported during
the past 3 |
| reckoned from the beginning of the fi nancial
year)- |
years. |
| (a) the details of technology imported |
NIL |
| (b) the year of import; |
NIL |
| (c) whether the technology been fully absorbed |
NIL |
| (d) if not fully absorbed, areas where absorption has not
taken place, |
NIL |
| and the reasons thereof; and |
|
| (iv) the expenditure incurred on Research and Development. |
NIL |
| (C) Foreign exchange earnings and Outgo- |
|
| The Foreign Exchange earned in terms of actual infl
ows during the year and |
For the year ended |
| the Foreign Exchange outgo during the year in terms of
actual outfl ows: |
|
|
31.03.2023 31.03.2022 |
| - Foreign Exchange Earnings |
NIL NIL |
| - Foreign exchange Outgo |
NIL NIL |
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 qualifi cations, 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 fi
nancial 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 fl
ow 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 10th
November, 2022 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.
