SSPDL Ltd Directors Report.

To,

The Members

Your Directors have pleasure in presenting the Twenty-Fifth Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

The financial highlights of the current year in comparison to the previous year are as under.

A) STANDALONE: (Rs. In Lakhs)
PARTICULARS 2018-2019 2017-2018
Total Revenue 3,424.08 4,749.82
Less: Operating Expenses 5,606.86 5,481.77
Gross Profit/(Loss) before Depreciation and Interest (2,182.78) (731.95)
Less: Finance Costs 454.71 365.49
Depreciation and Amortization Expense 4.50 17.62
Profit/(Loss) before Tax Before exceptional and extra-ordinary items (2,641.99) (1,115.06)
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items (2,641.99) (1,115.06)
Less: Tax Expense (Net) (601.87) (278.67)
Profit/(Loss) After Tax (2,040.11) (836.39)
Balance of Profit brought forward 2,625.89 3,462.28
Adjustment as per Ind AS 115 (816.95) 0.00
Profit available for appropriation (231.17) 2,625.89
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet (231.17) 2,625.89

B) CONSOLIDATED:

(Rs. In Lakhs)
PARTICULARS 2018-2019 2017-2018
Total Revenue 3,529.35 5,037.91
Less: Operating Expenses 5,810.42 5,819.06
Gross Profit/(Loss) before Depreciation and Interest (2,281.07) (781.15)
Less: Finance Costs 505.17 429.98
Depreciation and Amortisation Expense 11.81 34.52
Profit/(Loss) before Tax Before exceptional and extra-ordinary items (2,798.05) (1,245.65)
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items (2,798.05) (1,245.65)
Less: Tax Expense (Net) (601.87) (278.67)
Profit/(Loss) After Tax (2,196.18) (966.98)

STATE OF THE COMPANYS AFFAIRS

The total revenue of your Company for the year under review is Rs. 3,424.08 lakhs as compared to Rs. 4,749.82 lakhs for the previous year ended 31st March, 2018. Profit/(Loss) after tax is Rs. (2,040.11) lakhs as against Rs. (836.39) 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., 2019-20 is expected to be in accordance with Companys plans.

PROPERTY DEVELOPMENT PROJECTS

CHENNAI

Alpha City Project

The construction of 4,77,000 sq. ft. IT Park has been completed in 2007 and software majors like IBM were Tenants in this building. Company is yet to receive 20.20 crores from Alpha City IT park. As the IT market pickup and expected revival in occupancy is seen we are hopeful to recover the amount during this financial year.

Matrix Towers

The construction of this 1,43,000 sq. ft. IT Park is completed and the building has been sold. During the year under review, the registration is completed in the name of the buyer.

Green Acres

Godrej SSPDL Azure Project is a residential apartments project situated at Padur, Kazhipattur Village in Old Mahabalipuram Road (IT Highway), Kancheepuram District.

Project is executed through M/s. Godrej SSPDL Green Acres LLP ("LLP"). M/s. SSPDL Limited, Land owners, and M/s. Godrej Properties Limited have entered into a partnership to develop the above said residential project on profit sharing model on 27.03.2014.

After getting the final approval, project is launched in July, 2015. Total project area is 10,44,156 sq. ft., sold area till date 3,45,218 sq. ft., and unsold area till date is 6,98,938 sq. ft.

Markets in Chennai slowed down substantially and not improved, due to which execution of the project not progressed as estimated by the management.

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-certified 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 unsold area of 11,982 sq. ft. Markets in Chennai slowed down substantially and not improved due to which execution of the project not progressed as estimated by the management.

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 1155 homes in about 90+ acres. We have entered into MOU with BHEL Employees Model Mutually 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 Rs. 12.95 lakhs per house (cost is subject to escalation) excluding the taxes.

The construction work is done by six contractors. CB Richard Ellis (CBRE) has been appointed as the Project Management Consultant for overseeing the project execution. 97% of the construction work is completed with regard to 1155 homes and delivery of the houses has commenced. Expected to complete the balance construction and deliver the possession in December, 2019.

Company has since sold 100% of the balance 110 homes. Expected to complete the balance construction and deliver the possession in December, 2019.

LIG 100% sold and 70% construction work completed and expected to deliver the possession by March, 2020.

EWS 40% booked and 50% construction work completed and expected to deliver the possession by March, 2020.

The project is not progressed as expected, because of the delay in recovery from clients. And, due to uncertainty in the rate of GST for residential apartments the sales of EWS and LIG apartments impacted. Even, the current financial crunch on account of NBFCs, the bank lending to home buyers was impacted and which in turn have impacted the sales. Only after the reduction of GST rate, from the month of April/May sales have taken up.

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.

Since, the micro market is not supporting for villa development, doing a layout development for selling the developed plots. The final layout approval is received from the HMDA. Plots bookings to the extent of 100% of the project have been taken. The unsold commercial area is about 900 sq. yds. out of 5,154.30 sq. yds. The sale is expected to be completed by December, 2019.

Development of Residential Apartments, Chennai:

Company signed a Joint Development Agreement for the development of premium residential apartments in Prithvi Avenue, Chennai. The total area of development is about 14,500 sq. ft., wherein SSPDLs share is 25%. Building approvals have been received and work is in progress. This project is expected to be completed in about 12 months.

The Chennai markets have crashed on account of high rate of GST and there have been no takers for high end city properties. Due to which SSPDLs share in the project has been sold at Rs. 6.00 crores and which is at break-even.

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 SPVs 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.

Keeping the regulations in mind for construction in hill area, management is evaluating various options, including, doing a housing project and resort/hotel project on about 20 acres of land.

CONSTRUCTION BUSINESS:

Members are aware that, Company has incorporated a Subsidiary Company i.e., SSPDL Infratech Private Limited ("SIPL") for carrying on the Construction Business.

During the year under review, no contract has been taken in SIPL.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year ended March 31,2019.

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, 2019. COMMITTEES OF THE BOARD

Pursuant to 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 E. Bhaskar Rao (Member), Dr. T. Krishna Reddy (Member) and Sri K.Akmaluddin Sheriff (Member). The Audit Committee was re-constituted on 09.05.2018 by inducting Sri K.Akmaluddin Sheriff as its 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, number and dates of meetings held during the year under review, attendance of members and other details of the Board and above mentioned Committees are provided in the Corporate Governance Report which is enclosed to this report. The details of the Corporate Social Responsibility Committee are also provided in Annexure - 3 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION

During the year under review, in the Annual General Meeting (AGM) held on 29.09.2018, Sri E.Bhaskar Rao (DIN 00003608) was reappointed as Director.

The Key Managerial Personnel of the Company: (i) Sri Prakash Challa, Chairman and Managing Director, (ii) Sri U.S.S. Ramanjaneyulu N., Chief Financial Officer, and (iii) Sri A.Shailendra Babu, Company Secretary. And, during the year, there was no change in the KMPs of the Company.

Section 152 of the Companies Act, 2013, states that one-third of the board members other than independent directors who are subject to retire by rotation, shall do so every year and be eligible for re-appointment, if approved by the shareholders. Accordingly, Smt. Sridevi Challa, (DIN: 01802477) retires by rotation at the ensuing AGM and, being eligible, seeks reappointment.

Section 149(10) of the Companies Act, 2013, provides that an independent director shall hold office up to five consecutive years on the board of a company and shall be eligible for re-appointment on passing of a special resolution by the shareholders.

Sri K.Akmaluddin Sheriff and Sri B.Lokanath, Independent Directors were appointed as Independent Directors, by the shareholders in 20th annual general meeting held on 30.09.2014, for a period of five years from 30th September, 2014 up to 29th September, 2019. The tenure of Sri K.Akmaluddin Sheriff (DIN: 01121372) and Sri B.Lokanath (DIN: 00037303) independent directors, end at the conclusion of the ensuing AGM of the Company. Sri K.Akmaluddin Sheriff does not seek re-appointment, hence, he completes his term as an independent director at the conclusion of the 25th AGM. The Board places on record its appreciation for the contribution of Sri K.Akmaluddin Sheriff during his tenure.

Sri B.Lokanath, is the member and Chairman of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Company. Considering his experience and contributions it is proposed to re-appoint him

Sri Annam Dilip Kumar is an entrepreneur and considering his business experience it is proposed to appoint him as an independent director of the Company.

The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013, from the Independent Directors stating that they meet the prescribed criteria for independence. The Board of Directors, after undertaking assessment and on evaluation of the disclosures, considered the appointment and re-appointment of independent directors.

Sri Prakash Challa was re-appointed as the Managing Director of the Company for a period of five years from 01.10.2014 to 30.09.2019 and he was designated as the Chairman and Managing Director, by passing a special resolution through Postal Ballot notice dated 02.08.2014. As the term of appointment is ending on 30.09.2019, with the recommendation of the Nomination and Remuneration Committee, the Board of Directors, subject to approval of the members, approved the re-appointment of Sri Prakash Challa as the Chairman and Managing Director and remuneration payable to him.

In pursuance of applicable provisions of the Companies Act,2013, rules made there under and SEBI (LODR) Rules, 2015, considering the recommendations of the Nomination and Remuneration Committee and the evaluation of their performance carried out by the Board, subject to approval of the members, your directors approved and recommend to the members (i) the re-appointment of Smt. Sridevi Challa as Director, (ii) re-appointment of Sri Sri B.Lokanath as independent directors under Section 149 of Companies Act, 2013 for a term of five years, (iii) appointment of Sri Annam Dilip Kumar as an independent director, and (iv) re-appointment of Sri Prakash Challa as Chairman and Managing Director of the Company and fixing the remuneration at the ensuing Annual General Meeting as mentiomed in Notice of 25th AGM. The disclosures required pursuant to Secretarial Standard, Companies Act, 2013, Regulation 36 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given respectively in the annexures to the Notice of the 25th AGM and in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the year, 5 (five) meetings of the Board of Directors were held on 09.05.2018, 30.05.2018, 14.08.2018, 13.11.2018, and 12.02.2019. 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 UNDER SUB-SECTION (6) OF SECTION 149

The Board hereby confirms 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. Further, the Independent Directors confirmed 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 influence.

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 confirmations submitted by the independent directors under Regulation 25(8) after undertaking due assessment of the veracity of the same.

AWARDS AND RECOGNITIONS

During the year under review, the project SSPDL BHEL Employees Cyber Colony, Hyderabad, has been awarded (i) "PMAY- Empowering India Awards 2019" i.e., a Certificate of Merit in appreciation for the accomplishments and contribution for Affordable Housing Development Under PMAY (Urban), (ii) "REAL ESTATE AWARD for AFFORDABLE HOUSING PROJECT (SOUTH)" presented by ET NOW, and (iii) Indian Green Building Council (IGBC) issued SILVER rating.

Also, Indian Green Building Council issued Platinum rating to Mayfair / Lakewood Enclave, Chennai project.

SHARES PLEDGED BY THE PROMOTERS/DIRECTORS

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.

Report on highlights of performance, financial 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 Resorts Pvt. Ltd., a wholly owned subsidiary of the Company, recorded total revenue of Rs. 0.55 lakhs and loss after tax of Rs. 14.66 lakhs for the year ended 31st March, 2019 as compared to total revenue of Rs. 11.92 lakhs and loss after tax of Rs. 11.46 lakhs in the previous year.

SSPDL Realty India Pvt. Ltd., a wholly owned subsidiary of the Company, recorded total revenue of Rs. NIL lakhs and loss after tax of Rs. 66.66 lakhs for the year ended 31st March, 2019 as compared to total revenue of Rs. 68.34 lakhs and loss after tax of Rs. 28.50 lakhs in the previous year.

SSPDL Real Estates India Pvt. Ltd., a wholly owned subsidiary of the Company, recorded total revenue of Rs. 52.79 lakhs and loss after tax of Rs. 89.62 lakhs for the year ended 31st March, 2019 as compared to total revenue of Rs. 94.44 lakhs and loss after tax of Rs. 68.27 lakhs in the previous year.

SSPDL Infra Projects India Pvt. Ltd., a wholly owned subsidiary of the Company, recorded total revenue of Rs. NIL lakhs and loss after tax of Rs. 33.09 lakhs for the year ended 31st March, 2019 as compared to total revenue of Rs. 36.64 lakhs and loss after tax of Rs. 24.75 lakhs in the previous year.

SSPDL Infratech Pvt. Ltd., a wholly owned subsidiary of the Company, recorded total revenue of Rs. 51.93 lakhs and profit after tax of Rs. 36.00 lakhs for the year ended 31st March, 2019 as compared to total revenue of Rs. 80.68 lakhs and profit after tax of Rs. 1.99 lakhs in the previous year.

Northwood Properties India Pvt. Ltd., an associate of the Company, recorded total revenue of Rs. 163.61 lakhs and loss after tax of Rs. 34.64 lakhs for the year ended 31st March, 2019 as compared to total revenue of Rs. 2116.41 and loss after tax of Rs. 387.02 in the previous year. As on 31.03.2019, Paid-up Share Capital is Rs. 27.00 lakhs, Total Liabilities is Rs. 1651.54 lakhs, and Total Assets are Rs. 1651.54 lakhs.

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.

The above stated wholly owned subsidiaries, in aggregate, contributed a loss after tax of Rs. 168.03 lakhs to the consolidated profit of the Company. And, Northwood Properties India Pvt. Ltd., an associate of the Company, contributed a profit/(loss) after tax of Rs. NIL lakhs for the year ended 31st March, 2019.

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 statement presented by the Company are prepared in accordance with the Indian Accounting Standards (Ind AS), the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013, Listing Regulations.

In pursuance of provisions of section 129(3) of the Companies Act, 2013, the consolidated financial statement are enclosed for 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 companys website i.e., www.sspdl.com.

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 - 5 to the Directors Report.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is enclosed which forms part of the annual report. The Auditors Certificate regarding compliance of conditions of corporate governance is enclosed as an ANNEXURE - 6 annexed with the directors report.

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 directors of the company have been disclosed in the financial 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 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 Regulations Company has formulated Whistle Blower Policy (Vigil 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 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 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 Companys 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 Companys 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, 2019 is attached as ANNEXURE - 1 to this Report.

The annual return of the Company is placed on the companys website at the link www.sspdl.com/investors/php

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

In pursuance of the applicable provisions of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. A.Madhusudana & Co., Chartered Accountants, (ICAI Firm Registration No. 007405S), Hyderabad was appointed, at the 23 rd Annual General Meeting (AGM) of the Company held on 28.09.2017, as the Statutory Auditors of the Company to hold office for a term of 5 (five) years, from the conclusion of 23rd AGM until the conclusion of the 28th Annual General Meeting of the Company to be held in the year 2022 (subject to ratification of their appointment by the Members at every Annual General Meeting, as may be applicable), 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.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. A.Madhusudana & Co., Chartered Accountants, as the Statutory Auditors of the Company, by the Members at the ensuing AGM. However, M/s. A.Madhusudana & Co., Chartered Accountants, will continue as the auditors until the conclusion of the 28th Annual General Meeting of the Company to be held in the year 2022.

M/s. A.Madhusudana & Co., Chartered Accountants, have given a written consent to act as Statutory Auditors of your Company and have also confirmed that the said appointment would be in conformity with the provisions of sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

AUDITORS REPORT

The Auditors Report to the shareholders does not contain any qualification or adverse remarks which require any clarification or explanation.

As required by the SEBI (LODR) Regulations, 2015, the auditors certificate on corporate governance is enclosed to the Boards Report. The Auditors certificate for the year ended 31.03.2019 does not contain any qualification, reservation or adverse remark.

COST RECORDS AND COST AUDIT

For the financial year 2018-19: (i) the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained, and (ii) 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, for the financial year 2018-19 Cost audit is applicable to your Company.

For the financial year 2019-20: The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2019-20. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, cost auditor is not appointed for the financial year 2019-20.

INTERNAL AUDITORS

The Board of Directors of the Company appointed Neralla & Co., Cost Accountants, Hyderabad as Internal Auditors to conduct Internal Audit of the Company for the Financial Year ended March 31, 2019.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, the Board has appointed Smt. Banduvula Krishnaveni, Practicing Company Secretary, Hyderabad as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2019. 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, 2019, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.

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

DEMATERIALISATION OF SHARES:

Of the total shares, 0.73% 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 certificates and also for facilitating easy liquidity for shares.

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 complied with 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, 2019 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 confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2019, 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, 2019 and of the profit and loss of the company for the financial year ended March 31, 2019;

(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 COMPANYS 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 Companys 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, 2019 of the Company and the date of this Report.

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 details required under the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as an ANNEXURE - 3 to this Report. The CSR Policy is available on the website of the Company at http://sspdl.com/investors.php.

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 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 Arms Length pricing basis. And, during the year, the Company had not entered into any contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy on related party transactions of the Company. Also, there were no such transactions entered by the Company which were in conflict with the interest of the Company. Suitable disclosures as required by the applicable accounting standards have been made in the Notes to the financial statements.

The Board had approved policies on Related Party Transactions and Material Subsidiary. Both the policies have been uploaded on 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 benefits derived like product improvement, cost reduction, product development or import substitution nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No technology has been imported during the past 3 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, and the reasons thereof; and nil
(iv) the expenditure incurred on Research and Development. nil

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

For the year ended

31.03.2019 31.03.2018
- 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 which 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 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.

MEETINGS OF INDEPENDENT DIRECTORS

The Companys Independent Directors meet at least once in every financial 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 flow 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 12th February, 2019 and all independent directors attended the meeting except Sri T. Krishna Reddy.

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 are provided in ANNEXURE - 4.

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 5(2) i.e., Employees who (i) was employed throughout the financial year and received remuneration in the aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of the financial year and received remuneration, in the aggregate, not less than rupees eight lakh and fifty thousand per month. Also, during the year under review, no employee of your company was employed throughout the financial 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.

Further, 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, forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Further, the details are also available on the Companys website: www.sspdl.com

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 of SSPDL LIMITED

PRAKASH CHALLA E.BHASKAR RAO
chairman and DIRECTOR
Place : Hyderabad managing director (din 00003608)
Date : 14.08.2019 (din 02257638)