S.S. Infrastructure Development Consultants Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 13th Boards Report of S.S. Infrastructure Development Consultants Limited along with the Audited Financial Statements for the year ended on March 31, 2020.

1. FINANCIAL RESULTS:

The financial performance of your Company for the Financial Year ended on March 31, 2020 vis-a-vis previous Financial Year ended March 31, 2020 is given below:

(Amount in Lakhs)

The brief financial results are as under F Y 2019-20 FY2018-19
Revenue from operations 2831.75 3309.60
ADD: Other Income 20.59 39.39
Total Revenue (A) 2852.34 3348.99
EXPENSES
Employee benefit expenses 1059.10 1176.51
Finance Cost 122.67 65.66
Depreciation 135.39 117.05
Other Expenses 1077.59 1120.06
Total Expenses (B) 2394.75 2479.29
Profit before Tax (A)-(B) 457.59 869.69
LESS: Tax Expenses 155.66 245.06
Profit After Tax 301.93 624.63
Earning Per Share 2.13 4.41

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

Your Company has reported total Income of Rs. 28,52,34,333/- for the Financial Year ended March 31, 2020 as compared to Rs. 33,48,98,727/- in the previous year ended March 31, 2019 and the net profit after tax for the year under review amounted to Rs. 3,01,93,342/- in the current year as compared to Rs. 62,463,114/- of previous year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of your Company during the year under review.

4. EXTRACT OF ANNUAL RETURN

The details forming part of Extract of Annual Return in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is included in this report as Annexure-A and forms an integral part of this report.

5. BOARD MEETINGS AND ATTENDENCE

The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days to review Companys policies and strategies apart from the Board matters. The notices of the meeting were given in advance. Additional meetings were held on the basis of the requirements of the Company. During the year under review, the Board of Directors met 9 (Nine) times.

6. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in term of Section 134(3)(c) of the Companies Act 2013 that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2020, the applicable accounting standards have been followed and there are no material departures for the same;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company as on March 31, 2020 and of the profits of the Company for the year ended on that date.

c) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Directors have prepared the annual accounts on a going concern basis.

e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and 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.

7. DIVIDEND:

Your Directors does not recommend any dividend for the F Y 2019-20.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has its internal financial control systems commensurate with the size of its operations. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance and timely preparation of reliable financial information.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity

For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.

9. TRANSFER TO RESERVE:

During the year under review, no amount was transferred to Reserves.

10. DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore there was no principal or interest outstanding as on the date of the balance sheet.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company did not invest its fund, grant any loan or provide any guarantee as per the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at www.ssidcon.org. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions, i.e. transactions exceeding 10% of the annual Development Consultants Limited consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY/IES:

Disclosures related to Subsidiary, Associate & Joint Venture Company for Financial Year 2019-20:

• Company does not have any Subsidiary, Associate and Joint Venture Company.

• There was no Company which have become or ceased to be Subsidiary, Associate, JVs Company during the year.

• Performance & financial position of the Subsidiary, Associate and Joint Venture company/ies are not to be given because such Companies does not exist.

14. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate.

A. Material Changes after the end of the Financial Year 2019-20

Further, during the financial year under report, no significant or material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

15. AUDITORS

15.1 STATUTORY AUDITORS:

M/s A. Ramachandra Rao & Co, Chartered Accountants, Hyderabad were appointed as statutory auditors of the Company for a period of five years in the Annual General Meeting held on 26th September, 2019. They have confirmed that they are not disqualified to continue as Auditors of the Company.

COMMENTS ON AUDITORS REPORT OR EXPLANATION TO AUDITORS REMARKS:

The Auditors Report for the financial year ended on March 31, 2020 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

15.2 SECRETARIAL AUDITOR

Your Company had appointed M/s P.S. Rao & Associates, Hyderabad as Secretarial Auditor for the Financial Year ended March 31, 2020 in accordance to the provisions of Section 204 of Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit Report in the Form MR-3 issues by the Secretarial Auditor forms part of this Report as Annexure - C.

15.3 INTERNAL AUDITOR

In accordance to the provisions of Section 138 of the Companies Act, 2013 your Company had appointed Mr. U Mahesh Gupta, Chartered Accountant, Hyderabad as the Internal Auditor for the Financial Year 2019-20.

16. BOARDS RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report for the year ended 31st March, 2020.

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2019-20 has been stated as under:

A. Conservation of energy-

i. the steps taken or impact on conservation of energy- Your Company applies stringent control systems to monitor day to day power consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible.

ii. the steps taken by the company for utilising alternate sources of energy - NIL

iii. the capital investment on energy conservation equipment - NIL

B. Technology absorption-Your Company has no activities relating to technology absorption. Hence, nothing is reported here.

C. Foreign exchange earnings and Outgo-There were no foreign exchange earnings. Company has paid following:

(Amt in Rs.)

FY: 2019-20 FY 2018-19
Foreign Exchange earnings: 0 0
Foreign Exchange outgo: 25,00,000 48,65,260

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

18.1 Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sri Rama Moorthy Mangalampally, Whole Time Director of the Company, hereby retires by rotation at the ensuing Annual General Meeting and does not offers himself for re-appointment at the said Meeting of the Company.

Brief resume of the Director proposed to be appointed/reappointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/ Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 are provided in the Annexure to the Notice of AGM forming part of the Annual Report.

18.2 Changes in the Board of Directors of the Company.

During the year Mr. Ramachandra Rao Bollepalli and Mr. Prasanna Srinivas Amanabrolu Ceased to be the Directors of the Company.

The Company has appointed Mr. Suri Subrahmanya Sarma and Mr Abdul Majeed Kadambot as Additional Independent Directors on the Board on 25.05.2020.

The Company during the year has also appointed Mr. Venkatasesha Jagadeesh Siddi as whole Time Director of the Company.

18.3 Board of Directors and Key Managerial Personnel

The Board of Directors and Key Managerial Personnel of your Company are summarized as below:

S.NO NAME DESIGNATION DIN
1. Mr. Ramachandra Rao Bollepalli* Independent Director 00637389
2. Mr. Prasanna Srinivas Amanabrolu* Independent Director 01448830
3. Mr. Sravan Kumar Palle Independent Director 08035522
4. Mr. Satyanarayana Sundara Chairman & Managing Director 02062896
5. Mr. Seshagiri Rao Palle Whole Time Director 02061865
6. Mr. Sri Rama Moorthy Mangalampally Whole Time Director 02061810
7. Ms. Durga Bai Sreepathi Whole Time Director 08015633
8. Mr. Venkatasesha Jagadeesh Siddi Whole Time Director 08013347
9. Mr. Madhwaraj Murthy Chief Financial Officer -
10. Ms. Payal Nirmal Jain* Company Secretary & Compliance Officer -

* Mr. Ramachandra Rao Bollepalli and Mr. Prasanna Srinivas Amanabrolu ceased to be a Directors of the Company w.e.f 30.11.2019.

* Ms. Payal Nirmal Jain, Company Secretary & Compliance Officer has resigned w.e.f 16.01.2020.

* Mr. Sri Rama Moorthy Mangalampally resigned as Whole time Director of the Company w.e.f 26.11.2020.

18.4 Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act,2013 that they meet the criteria of the independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

19. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own Performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

20. CORPORATE GOVERNANCE

Since the Companys securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this report.

21. COMMITTEES

The Composition of various Committees of your Company as on date is as below:

21.1 Corporate Social Responsibility Committee (CSR Committee)

S. Name of the Director No Designation Position in the Committee
1. Mr. Satyanarayana Sundara Chairman & Managing Director Chairman
2. Mr. Seshagiri Rao Palle Whole Time Director Member
3. Mr. Sravan Kumar Palle Independent Director Member

21.2 Audit Committee

S. Name of the Director No Designation Position in the Committee
1. Mr. Sravan Kumar Palle Independent Director Chairman
2. Mr. Abdul Majeed Kadambot Independent Director Member
3. Mr. Satyanarayana Sundara Chairman & Managing Director Member

21.3 Nomination and Remuneration Committee

S. Name of the Director No Designation Position in the Committee
1. Mr. Sravan Kumar Palle Independent Director Chairman
2. Mr. Abdul Majeed Kadambot Independent Director Member
3. Mrs. Udayasree Sankar Rao Non- Executive Director Member

21.4 Stakeholders Relationship Committee

S. Name of the Director No Designation Position in the Committee
1. Mr. Sravan Kumar Palle Independent Director Chairperson
2. Ms. Durga Bai Sreepathi Whole Time Director Member
3. Mr. Satyanarayana Sundara Chairman & Managing Director Member

22. POLICIES:

22.1 RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. Although, Board is of the opinion that there are no major risks affecting the existence of the company.

22.2 ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistle Blower Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website www.ssidcon.org.

22.3 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2020. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.ssidcon.org.

22.4 DETAILS OF POLICIES DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILTY INITIATIVES

The Corporate Social Responsibility Committee (CSR Committee) had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, and the same was duly approved by the Board. The CSR Policy may be accessed on the website of the Company at www.ssidcon.org.

During the year under, the Company was in the process of identification of the projects as CSR Initiatives. However, the Company has spent an amount of Rs.42,660/- in the current financial year as CSR Initiatives as set out in the Annexure- C of this report on Annual Report on CSR Activities.

23. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS:

During the Financial Year 2019-20, there were no significant or material orders were passed by the Regulators or Courts or tribunals which affect the going concern status of the Company and its operations in future.

24. SHARE CAPITAL

The Authorized share capital of the Company as on 31st March, 2020 is Rs. 15,00,00,000/- divided into 150,00,000 equity shares of Rs.10/- each.

The Paid-up Share Capital of the Company as on 31st March, 2020 was Rs.14,17,03,500 /- divided into 141,70,350 Equity Shares of Rs.10/- each fully paid up.

25. PARTICLUARS OF EMPLOYEES

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure-D to this report

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companys performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. CEO AND CFO CERTIFICATION

Since your Companys securities are listed on Emerge platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with CEO and CFO Certification as provided under Sub-regulation 8 of Regulation 17 is not applicable. Hence, the same does not form part of this report.

28. DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in demat mode. The ISIN No. allotted is INE182Z01015.

29. LISTING AND DEPOSITORY FEE

Your Company has paid Annual Listing Fee for the financial year 2019-20 to National Stock Exchange of India Ltd. according to the prescribed norms & regulations. Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2019-20

30. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

31. ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Companys DNA.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

34. FUTURE OUTLOOK:

Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling Indias overall development and enjoys intense focus from Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country.

Your Company is looking forward to bag new opportunities by increasing its operational efficiency and adopting latest technologies for better execution. The commencement of its new vertical- Advance Engineering Solutions is a step of your company towards steadfast growth and profit.

35. APPRECIATIONS & ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, and other business associates for their contribution to your Companys growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executive, staff and workers of the Company.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, NSE, NSDL, CDSL, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies.

Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.

By Order of the Board of Directors
For S.S. Infrastructure Development Consultants Limited
Date: November 26, 2020 Sd/-
Place: Hyderabad Satyanarayana Sundara
Chairman & Managing Director
DIN: 02062896

LIST OF ANNEXURES FORMING PART OF BOARDS REPORT:

ANNEXURES DESCRIPTION
Annexure - A Extract of Annual Return in form MGT-9
Annexure - B Secretarial Audit Report in form MR-3
Annexure - C Annual Report on CSR Activities
Annexure - D Disclosure in Boards Report as per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014