SSPDL Ltd Director Discussions


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 COMPANYS 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 Companys 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 months 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 Boards 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 companys 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 Directors 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 Auditors 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 Companys 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 Companys 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 Companys 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 COMPANYS 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 Companys 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 Arms 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 Companys 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 Companys 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 Companys 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.