DIRECTORS' REPORT To, The Members Your Directors have pleasure in presenting the Twenty-First Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March, 2015. STATE OF THE COMPANY'S AFFAIRS The total income of your Company for the year under review is Rs. 150,08.51 lakhs as compared to Rs. 1,041.41 lakhs for the previous year ended 31st March, 2014. Profit/(Loss) after tax is Rs. 314.98 lakhs as against Rs. (796.07) 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., 2015-16 is expected to be in accordance with Company's plans. PROPERTY DEVELOPMENT PROJECTS CHENNAI Alpha City Project The construction of 4,77,000 Sft IT Park has been completed in 2007 and software majors like IBM were Tenants in this building. Company is yet to receive Rs. 23.34 crores from Alpha City IT park. As the IT market pickup and expected revival in occupancy is seen we are hope full to recover the amount during this financial year. Matrix Towers The construction of this 1,40,000 Sft. IT Park is almost completed. Due to slump in IT space the state of the project has not changed and Company is exploring the market for sale/lease of the balance unsold space of about 8,500 Sft. with the recent revival in occupancy. Green Acres The Company had originally entered into a Joint Venture Agreement with land owners for developing 8.11 acres of land into residential apartments aggregating to 1.2 Million Sft. The land is situated at Kazhipattur Village in Old Mahabalipuram Road (IT Highway), Kancheepuram District. Considering the market scenario the Company has renegotiated with the Land Owners for enhanced sharing ratio for us. Also, Company has identified an investor for doing the project jointly. For this purpose Company incorporated a new SPV on 10.06.2011 in the name of "SSPDL Green Acres LLP" with sharing of 36:64 respectively by the Company and the investor. As the residential Markets in Chennai have undergone a downward slump we negotiated with the land owners into a profit sharing model from area sharing. SSPDL Green Acres LLP has entered into partnership with M/s. Godrej Properties Limited to develop a residential project in Padur, OMR, Chennai on profit sharing model on 27.03.2014. Most of the approvals have been received and construction is proposed be launched in October, 2015. SSPDL Lakewood Enclave/Mayfair Apartments A Residential Villa/Apartment project on a 3.89 Ac plot of land situated at Thalambur Village of Old Mahabalipuram, (IT Express Highway), Chennai. This project is being done in phases. 1st Phase consists of 32 Villas and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout sanction and planning permissions are received. Both the buildings have been pre-certified GOLD by Indian Green Building Council (IGBS) and we are developing Lakewood/Mayfair as Gold rated Green Building. We have already sold our share about 13 Villas and 30 apartments in the two projects. The Mayfair project is completed and handing over is taking place. Construction of Villas in Lakewood is in progress and because of slowdown in project sales in Chennai, the balance villas will be completed by September, 2016. The total construction work value is Rs. 28 Crores for an area of about 1,57,000 sft. This project is for SSPDL Limited. The structure comprises of Stilt plus four floors an area of about 1,05,000 sft. The construction work was done earlier by SSPDL Infratech Private Limited (formerly SSPDL Interserve Pvt. Ltd.) and now it is done by the Company itself. HYDERABAD The Retreat, Hyderabad (BHEL Employees Cyber Colony) The Company has entered into a letter of Intent with one of the employees union of BHEL for developing 1262 homes in about 90+ acres. We have entered into MOU with BHEL Employees Model Mutully Aided Co-operative House Building Society Ltd on 5th September, 2012 for the total sale value of Rs. 317 Crores. On our application with HMDA, Company got the sanction for construction of 1265 homes and apartments under EWS and LIG scheme to the extent of 1.25 lakhs sq. feet, besides commercial and common amenities. We also received sanctions from the Village Panchayats of Kollur and Osman Nagar Villages. Against the above, Company finally concluded sale of 1155 plots to BHEL Employees Model Mutually Aided Co-operative House Building Society Ltd at a sale consideration of Rs. 139.47 crores. And, the Company entered into construction agreement with BHEL Employees Model Mutually Aided Co-operative House Building Society Ltd for construction of 1155 homes for a consideration of v 12.95 lakhs per house (cost is subject to escalation) excluding the taxes. We have since commenced the construction work by subcontracting to six contractors. CB Richard Ellis (CBRE) has been appointed as the Project Management Consultant for overseeing the project execution. It is expected to conclude the construction activity within 24 months. Company is also negotiating for the bulk sale of EWS and LIG apartments as also the balance of the 110 homes so that the entire project will be completed in about approx. three years' time. SSPDL Northwoods SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs have acquired 42 acres in Gundla Pochampally village, Hyderabad to develop a gated residential villa community "SSPDL Northwoods". Land conversion process is completed. The Honorable High Court has sanctioned the scheme of amalgamation, for merging 9 SPVs incorporated for Northwood Project into one operating company, from the appointed date i.e., 01.04.2013, vide its order dated 09.07.2014. Since, the micro market is not supporting for villa development, during the previous year, Company and the Investor (i.e., Indiareit) has decided to do a layout development for selling the developed plots instead of doing original villa development. The HMDA has issued the draft approval for the layout and work has been commenced. Initial bookings to the extent of 30% of the project have been taken. The project is expected to be completed by December, 2016. KERALA The Retreat The Company has acquired about 300 acres through itself and its subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki District, Kerala. The Company is planning to use the SPV's for operating a) Villa Development, b) Jungle Resort Development and c) Jungle and Plantation Development. Plots have been demarcated for sale. Preliminary work with regard to roads has been completed. After receiving the necessary approvals from the authorities plots will be registered in favour of the buyers. Applications are submitted for obtaining the permission for construction of villas. The Kerala budget had announced and recently Government has relaxed the conditions for housing and resorts. However, after the recent publication of Kasturi Rangan Committee report there has been lot of confusion on the development of the project in the Iddukki District. The Kerala Government has appealed to Government of India, Ministry of Environment to have a relook at the report. Unless that is settled we do not see any scope of commencing the project. CONSTRUCTION BUSINESS: Members are aware that, Company has incorporated a Subsidiary Company i.e., SSPDL Infratech Private Limited (formerly SSPDL Interserve Private Limited) ("SIPL") for carrying on the Construction Business. Consequent to Interserve's exit and sale of its stake to our company SIPL has become a wholly owned subsidiary of our company with effect from 16.05.2014. The details of construction contracts executed by SIPL are provided below: Lakewood Enclave & Mayfair Apartments, Chennai Instead of SIPL, now the work is being done by the SSPDL Limited itself. The details of the project are mentioned above. Fairfield & Marriot Hotel Originally the value of the Project is Rs. 30.24 Crores from M/s. SAMHI, this is scaled down to Rs. 21 crores. The Project Management Consultant is M/s Archetype. Construction work is under progress and after completion of 95% of the work, the project has been handed over and final claim is settled and waiting for receiving retention money in October, 2015 with the completion of defect liability period. Projects completed during the year 2014-15: - (1). Frangipani, Pudupakkam, and (2). Meeting House/Service Centre, Bangalore. During the year under review, no further contracts has been taken in SIPL. DIVIDEND Your Directors do not recommend any dividend for the Financial Year ended March 31, 2015. 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, 2015. COMMITTEES OF THE BOARD Pursuant to requirement under the Companies Act, 2013 and Listing Agreement, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. Audit Committee: As on the date of this report, the Audit Committee comprises Sri B.Lokanath (Chairman), Sri E.Bhaskar Rao (Member), and Sri K.Akmaluddin Sheriff (Member). During the period under review, there were no instances of non-acceptance of recommendations put forth by the Audit Committee to the Board. The details of composition and other details of these Committees are provided in the Corporate Governance Report which is enclosed to this report. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESINGATION During the year under review, following changes occurred in the position of Directors / KMPs of the Company: - In pursuance of provisions of the Companies Act, 2013 and the Rules made there under and the Listing Agreement, in the 20th Annual General Meeting (AGM) of the Company held on 30.09.2014 Sri S.Suryanarayana, Sri K.Akmaluddin Sheriff and Sri B.Lokanath were appointed as Independent Directors, - Sri E.Bhaskar Rao was re-appointed in the 20th AGM of the Company held on 30.09.2014, - The appointment of Sri Prakash Challa as the Chairman and Managing Director of the Company was approved by the shareholders of the Company (vide resolution passed through postal ballot) on September 27, 2014, - On March 30, 2015, Sri Suresh Challa resigned as Director, - On March 30, 2015, Smt. Sridevi Challa is appointed as an additional director of the Company, - On December 24, 2014, Sri P.Muthyam Reddy resigned as Chief Financial Officer and Sri U.S.S. Ramanjaneyulu .N joined the Company on 02.01.2015 as Chief Financial Officer of the Company. After, financial year ended 31.03.2015: - Sri S.Suryanarayana, resigned as an Independent Director of the Company on 30.05.2015, - Dr. T.Krishna Reddy is appointed, as an additional director (non-executive independent director) of the Company, subject to approval of the shareholders, for a period of five years with effect from 20.08.2015. The Board placed on record its appreciation for the services and guidance provided during their tenure to the Board and Company by Sri Suresh Challa and Sri S.Suryanarayana. In accordance with provisions of section 152 of the Companies Act, 2013, Sri Prakash Challa (DIN 02257638), retire by rotation as Director at the ensuing annual general meeting and being eligible, offers himself for reappointment. As per section 149(13) of the Companies Act, 2013, the provisions of section 152(6) and (7) in respect of retirement of directors by rotation are not applicable to appointment of independent directors. Smt. Sridevi Challa being appointed as an additional director hold office up to the date of ensuing AGM and being eligible offered herself for re-appointment. Dr. T.Krishna Reddy is appointed as an Additional Director with effect from 20th August, 2015. In accordance with the provisions of Section 161 of the Companies Act, 2013, Dr. T.Krishna Reddy holds office upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director. Notice under Section 160 of the Act has been received from a member proposing his appointment as Director of the Company. Dr. T.Krishna Reddy was also appointed as Independent Director for a term of 5 years upto 19th August, 2020, subject to approval of Shareholders at the forthcoming AGM. Dr. T.Krishna Reddy meets the criteria of independence as stipulated under Section 149(6) of the Act and clause 49 of the Listing Agreement. The Resolution seeking approval of the members for appointment of Dr. T.Krishna Reddy as a Director and as Independent Director forms part of the Notice of AGM of the Company. The brief profiles of directors proposed to be appointed/re-appointed are provided as an annexure to the Notice convening the Annual General Meeting. Your Directors recommend the re-appointment of Sri Prakash Challa as Director, Smt. Sridevi Challa as Director and Dr. T.Krishna Reddy, as an Independent Director of the Company at the ensuing Annual General Meeting. NUMBER OF MEETINGS OF THE BOARD During the year, 7 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is enclosed to this report. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 The Board hereby confirms that, all the Independent Directors of the Company have given a declaration that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013. SHARES PLEDGED BY THE PROMOTERS/DIRECTORS On 13.06.2011 Sri E.Bhaskar Rao, Director of the Company has created pledge on the shares of the company held by him in favour of State Bank of India, Hospet, Karnataka for availing loan for business purposes. And, pledge on 150,000 shares is released on 12.01.2015. The number of shares pledged by promoter and directors of the company: NIL. INSURANCE The properties and insurable interest of the Company, wherever considered necessary and to the extent required have been adequately insured. SUBSIDIARY/ASSOCIATE COMPANIES Names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year During the year under review, no new company become or ceased as Subsidiary, Joint Venture or Associate of the company. As informed in the previous annual report, M/s. SSPDL Infratech Private Limited (formerly SSPDL Interserve Private Limited) with effect from 16.05.2015 become a wholly owned subsidiary of the company. Pursuant to the Scheme of Amalgamation approved by the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh on July 9, 2014, with effective from August 15, 2014 eight associate companies (transferor companies) i.e., (1) Northwood Infratech Private Limited, (2) Northwood Constructions India Private Limited, (3) Northwood Realty India Private Limited, (4) Northwood Residential Ventures India Private Limited, (5) Northwood Township Projects Private Limited, (6) SSPDL Northwood Homes Private Limited, (7) SSPDL Northwood Residence Private Limited, (8) SSPDL Northwood Villas Private Limited, have amalgamated with another associate company (Transferee Company) i.e., Northwood Properties India Private Limited. Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies: • SSPDL Resorts Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 12.38 lakhs and loss after tax of Rs. 14.11 lakhs for the year ended 31st March, 2015 as compared to turnover of Rs. 0.01 lakhs and loss after tax of Rs. 8.75 lakhs in the previous year. • SSPDL Realty India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 7.54 lakhs and loss after tax of Rs. 44.77 lakhs for the year ended 31st March, 2015 as compared to turnover of Rs. 27.61 lakhs and loss after tax of Rs. 10.67 lakhs in the previous year. • SSPDL Real Estates India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 29.30 lakhs and loss after tax of Rs. 87.71 lakhs for the year ended 31st March, 2015 as compared to turnover of Rs. 27.12 lakhs and loss after tax of Rs. 44.60 lakhs in the previous year. • SSPDL Infra Projects India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 19.08 lakhs and loss after tax of Rs. 12.38 lakhs for the year ended 31st March, 2015 as compared to turnover of ' 19.31 lakhs and profit after tax of Rs. 0.60 lakhs in the previous year. • SSPDL Infratech Pvt Ltd (formerly SSPDL Interserve Pvt Ltd), a wholly owned subsidiary of the Company, recorded turnover of Rs. 818.08 lakhs and loss after tax of Rs. 1300.22 lakhs for the year ended 31st March, 2015 as compared to turnover of Rs. 4069.54 lakhs and profit after tax of Rs. 135.46 lakhs in the previous year. • Northwood Properties India Pvt Ltd, an associate of the Company, recorded total revenue of Rs. NIL and profit/(loss) after tax of Rs. NIL for the year ended 31st March, 2015 as compared to total revenue of Rs. NIL and profit/(loss) after tax of Rs. NIL in the previous year. As on 31.03.2015, Paid-up Share Capital is Rs. 27.00 lakhs, Total Liabilities is Rs. 67.74 crores, and Total Assets is Rs. 68.00 crores. Company is not having joint ventures, hence, no information is provided. Financial position of each of the subsidiaries companies are provided in Form AOC-1 attached to the consolidated financial statements. Statement containing salient features of financial statements of subsidiaries: In pursuance of provisions of section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a Statement containing salient features of financial statements of subsidiaries in the prescribed format - Form AOC-1 is attached to the consolidated financial statement. CONSOLIDATED FINANCIAL STATEMENTS The Audited Consolidated Financial Statements presented by the Company are prepared in accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates, Listing Agreement as prescribed by the Securities and Exchange Board of India. In pursuance of provisions of section 129(3) of the Companies Act, 2013, the consolidated financial statement are enclosed for laying before the annual general meeting of the company along with the laying with the financial statement of the Company. Upon a request is received, the annual accounts of the subsidiary companies will be made available to shareholders of the company. The annual accounts of the subsidiary companies shall also be kept for inspection during business hours by any shareholder in the registered office of the company and same will be kept on the company's website i.e., www.sspdl.com . CORPORATE GOVERNANCE REPORT A separate section on Corporate Governance with a detailed compliance report thereto is given which forms part of the annual report. The Auditor's Certificate with regard to the compliance with the Corporate Governance code as required under Clause 49 of the Listing Agreement is also enclosed. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A separate report on Management Discussion and Analysis is enclosed as an annexure to the Director's Report. DEPOSITS During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. SHARE CAPITAL During the year under review, your Company has not issued (i) equity shares with differential voting rights, (ii) sweat equity shares, (iii) employee stock options, and (iv) not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. WHISTLE BLOWER POLICY In pursuance of provisions of the Companies Act, 2013 and the Listing Agreement Company has formulated Whistle Blower Policy (Vizil Mechanism) with a view to provide a mechanism for (i) directors and employees of the Company to freely communicate/ report genuine concerns or/and grievances about illegal or unethical practices, unethical 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 oversee the vigil mechanism through the committee. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to him/her since the last report together with the results of investigations, if any. The Whistle Blower Policy may be accessed on the Company's website at the link: viz. www.sspdl.com/investors/policy/ EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as ANNEXURE - 1 to this Report. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS. The company has placed system of internal financial controls with reference to the financial statements. In our view, these internal financial controls are adequate and are operating effectively. AUDITORS M/s. Karvy & Co., Chartered Accountants, Hyderabad, (Registration No. 001757S), who had been re-appointed, at the 20th Annual General Meeting (AGM) held on 30th September, 2014, as Statutory Auditors of your Company, to hold office from the conclusion of the 20th AGM till the conclusion of the twenty-third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. The Company received a letter from M/s. Karvy & Co., confirming that they are eligible for re-appointment as auditors of the Company under section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in section 141 of the Companies Act, 2013. Based on the recommendations of the Audit Committee and as per the provisions of section 139(1) of the Companies Act, 2013 the Board of Directors of your Company proposes to ratify the appointment of M/s. Karvy & Co., Chartered Accountants, as the Statutory Auditors of the Company. AUDITORS' REPORT The Auditors' Report to the shareholders does not contain any qualification or adverse remarks which require any clarification or explanation. COST AUDIT As per the provisions of section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost audit is applicable to your Company for the financial year 2015-16. Based on the recommendations of the Audit Committee, the Board of Directors have appointed M/s. D R S & Co., Cost Accountants, Hyderabad (Membership No.: 19892) as the Cost Auditors of the Company for the financial year 2015-16. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2015-16 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Board has appointed Smt. Banduvula Krishnaveni, Practising Company Secretary, Hyderabad as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2015. A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 2. EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS' REPORT AND THE SECRETARIAL AUDIT REPORT The Statutory Auditors' Report and the Secretarial Audit Report to the members, for the year ended March 31, 2015, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board. DEMATERIALISATION OF SHARES: Of the total shares, 1.68% shares have been held in physical form as of now. Shareholders holding shares in physical form are once again advised to dematerialize their shares to avoid the risk associated with the physical holding of share certificates and also for facilitating easy liquidity for shares. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) During the year under review, in pursuance of provisions of the Companies Act, 2013 and applicable rules, your Company has transferred Rs. 6,030/- un-claimed and un-paid share application money received in the rights issue made by the Company in 2007 to the Investor Education and Protection Fund ("IEPF"). Also, transferred Rs. 96,694/- un-claimed and un-paid dividend amount which was declared for the year 2006-07 to the IEPF. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company is committed to provide a protective environment at workplace for all its women employees. Also, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, Company has constituted internal complaints committees to which employees can write in their complaints and the Company has in place a formal policy for Prevention of Sexual Harassment of its employees. During the year ended 31 March, 2015 there were no incidents of sexual harassment reported in the Company. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013, your directors, hereby confirm that: (a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of the company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; and (e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. THE CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business of the Company. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT There are no material changes and commitments affecting the financial position of the Company which have occurred between the financial year ended March 31, 2015 of the Company and the date of this Report. CORPORATE SOCIAL RESPONSIBILITY In pursuance of provisions of section 135 of the Companies Act, 2013, at present our company is not falling into the categories of companies specified in section 135. In view of the same, the Board decided that Company will comply with the applicable provisions with regard to the Corporate Social Responsibility as and when section 135 is applicable to the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the year under review Company given loan of Rs. 2.80 crore bearing 18% interest per annum to M/s. BHEL Employees Model Mutually Aided Co-operative House Building Society Limited for meeting the shortfall of amount in paying stamp duty for registering plots in Society's Name. Other particulars of loans, guarantees and investments have been disclosed in the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. And, there were no material contracts or arrangements or transactions entered by the Company at arm's length basis with the related parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 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://www.sspdl.com/> investors/policy/. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, are provided below: RISK MANAGEMENT The Company has developed and implemented a risk management policy for the company. In the opinion of the Board, there are no foreseeable risks which may threaten the existence of the Company. NOMINATION AND REMUNERATION POLICY The Nomination and Remuneration Policy, containing (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees, is provided in the Corporate Governance Report. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS The evaluation of Board, Committee(s) and individual Directors was carried out based on structured questionnaire encompassing parameters such as performing statutory duties, level of engagement and contribution, independence of judgment, etc. Further, the details on performance evaluation criteria are provided in the Corporate Governance Report. THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICLULARS OF EMPLOYEES In pursuance of provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: (i) Rule 5(1) - The information required is provided in ANNEXURE - 3, and (ii) Rule 5(2) and (3) - NIL, since, during the year under review, no employee of your company drawn the remuneration in excess of the prescribed limits as laid down in the rule i.e., Employees who (i) was employed throughout the financial year and received remuneration in the aggregate, not less than rupees sixty lakhs, (ii) employed for a part of the financial year and received remuneration, in the aggregate, not less than rupees five lakhs per month, and (iii) was employed throughout the financial year 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. ACKNOWLEDGEMENTS Your Directors place on record their sincere appreciation to the Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government and Semi-Government agencies for their continued assistance and co-operation extended to the Company and also wishes to place on record their appreciation of employees for their hard work, dedication and commitment. For and on behalf of the Board of Directors PRAKASH CHALLA CHAIRMAN AND MANAGING DIRECTOR (DIN 02257638) E.BHASKAR RAO DIRECTOR (DIN 00003608) Place : Hyderabad Date : 20.08.2015 |