Mar 31, 2018
The Directors have pleasure in presenting the Twenty-Fourth Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March, 2018.
FINANCIAL RESULTS
The financial highlights of the current year in comparison to the previous year are as under.
A) STANDALONE: (Rs. In Lakhs)
PARTICULARS |
2017-2018 |
2016-2017 |
Total Revenue |
4,749.82 |
11,408.39 |
Less: Operating Expenses |
5,481.75 |
8,583.56 |
Gross Profit/(Loss) before Depreciation and Interest |
(731.93) |
2,824.83 |
Less: Finance Costs |
365.49 |
281.80 |
Depreciation and Amortization Expense |
17.62 |
18.00 |
Profit/(Loss) before Tax Before exceptional and extra-ordinary items |
(1,115.04) |
2,525.03 |
Exceptional and Extra-ordinary Item |
0.00 |
0.00 |
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
(1,115.04) |
2,525.03 |
Less: Tax Expense (Net) |
(278.67) |
904.68 |
Profit/(Loss) After Tax |
(836.37) |
1,620.35 |
Balance of Profit brought forward |
3,462.31) |
1,841.96 |
Profit available for appropriation APPROPRIATIONS |
2,625.94 |
3,462.31 |
Proposed Dividend |
- |
- |
Tax on proposed dividend |
- |
- |
Transfer to General Reserve |
- |
- |
Balance carried to Balance Sheet |
2,625.94 |
3,462.31 |
B) CONSOLIDATED: (Rs. In Lakhs)
PARTICULARS |
2017-2018 |
2016-2017 |
Total Income |
5,037.91 |
11,544.12 |
Less: Operating Expenses |
5,819.06 |
8,880.13 |
Gross Profit/(Loss) before Depreciation and Interest |
(781.15) |
2,664.00 |
Less: Finance Costs |
429.98 |
355.37 |
Depreciation and Amortisation Expense |
34.52 |
51.48 |
Profit/(Loss) before Tax Before exceptional and extra-ordinary items |
(1,245.65) |
2,257.15 |
Exceptional and Extra-ordinary Item |
0.00 |
0.00 |
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
(1,245.65) |
2,257.15 |
Less: Tax Expense (Net) |
(278.67) |
904.68 |
Profit/(Loss) After Tax (Before Minority Interest and Share of Results of Associates) |
(966.98) |
1,352.46 |
Less: Share of Profit /(Loss) of Minority Interest and Associates |
Nil |
Nil |
Profit/(Loss) After Tax for the year |
(966.98) |
1,352.46 |
STATE OF THE COMPANY''S AFFAIRS
The total revenue of your Company for the year under review is Rs. 4,749.82 lakhs as compared to Rs. 11,408.39 lakhs for the previous year ended 31st March, 2017. Profit/(Loss) after tax is Rs. (836.37) lakhs as against Rs. 1,620.35 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., 2018-19 is expected to be in accordance with Company''s plans.
Implementation of Ind AS and its impact:
The financial statements for the year ended 31.03.2018 are the first financial statements under Ind AS. Please refer the note on "Firsttime adoption of Ind AS" for an explanation of how the transition from previous GAAP to Ind AS has effected financial position, financial performance and cash flows. As per the applicable Ind AS, the necessary adjustments are made to the opening reserves (i.e., other equity) and the relevant details are provided in notes to the financial statements, including, the reconciliations between previous GAAP and Ind AS. The members are requested to take note of the same for understanding the effect of transition to Ind AS on various financial items.
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 Rs. 20.25 crores from Alpha City IT park. As the IT market pickup and expected revival in occupancy is seen we are hope full to recover the amount during this financial year.
Matrix Towers
The construction of this 1,43,000 sq. ft. IT Park is almost completed. Due to slump in IT space the state of the project has not changed and Company is exploring the market for sale/lease of the balance unsold space of about 8,500 sq. ft. with the recent revival in occupancy. Company entered into an agreement for Rs. 5.24 crores for sale of 8,500 sq. ft., however, the sale deed is not yet registered 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 3,16,541 sq. ft., and unsold area till date is 7,27,615 sq. ft.
SSPDL Lakewood Enclave/Mayfair Apartments
A Residential Villa/Apartment project on a 3.89 Ac plot of land situated at Thalambur Village of Old Mahabalipuram, (IT Express Highway), Chennai. This project is being done in phases. 1st Phase consists of 32 Villas and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout sanction and planning permissions are received. Both the buildings have been pre-certified GOLD by Indian Green Building Council (IGBS). We are happy to inform that IGBC on inspection of the completed project upgraded the rating to "Platinum" category. Perhaps, this is the only Residential Project in Tamil Nadu given Platinum rating.
We have already sold 13 Villas and 42 apartments from our share of 18 villas and 42 apartments respectively in the two projects. The Mayfair project is completed and handed over. Construction of Villas in Lakewood is in progress and have unsold area of 11,982 sq. ft. Because of slowdown in project sales in Chennai, the balance villas will be completed soon.
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. 90% of the construction work is completed with regard to 1155 homes and it is expected that by end of September, 2018 it is planned to deliver.
Company has since sold 93% of the balance 110 homes and in advance stage of bulk sale of EWS and LIG apartments and we are expecting that the entire project will be completed in about approx. one years'' time.
SSPDL Northwoods
SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs have acquired 42 acres in Gundla Pochampally village, Hyderabad to develop a gated residential villa community "SSPDL Northwoods". Land conversion process is completed.
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 5,154.30 sq. yds. The sale is expected to be completed by December, 2018.
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 SSPDL''s share is 25%. SSPDL''s share is equal to approximate sale value of Rs. 8.00 and profit margin of SSPDL is about Rs. 1.86 crores. Building approvals have been received and this project is expected to be completed in about 18 months.
KERALA
The Retreat
The Company has acquired about 300 acres through itself and its subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki District, Kerala. The Company is planning to use the SPV''s for operating a) Villa Development, b) Jungle Resort Development and c) Jungle and Plantation Development.
Plots have been demarcated for sale. Preliminary work with regard to roads has been completed. After receiving the necessary approvals from the authorities plots will be registered in favour of the buyers. Applications are submitted for obtaining the permission for construction of villas.
The Kerala budget had announced and recently Government has relaxed the conditions for housing and resorts. However, after the recent publication of Kasturi Rangan Committee report there has been lot of confusion on the development of the project in the Iddukki District. The Kerala Government has appealed to Government of India, Ministry of Environment to have a relook at the report. Unless that is settled we do not see any scope of commencing the project.
CONSTRUCTION BUSINESS:
Members are aware that, Company has incorporated a Subsidiary Company i.e., SSPDL Infratech Private Limited ("SIPL") for carrying on the Construction Business.
During the year under review, no further contract has been taken in SIPL.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year ended March 31, 2018.
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, 2018.
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 is 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 28.09.2017, Smt. Sridevi Challa (DIN 01802477) was reappointed as Director.
The Key Managerial Personnel of the Company during the year are: (i) Sri Prakash Challa, Chairman and Managing Director, (ii) Sri U.S.S. Ramanjaneyulu N., Chief Financial Officer, and (iii) Sri A.Shai lendra Babu, Company Secretary. And, during the year, there was no change in the KMPs of the Company.
In accordance with provisions of section 152 of the Companies Act, 2013 ("the Act"), Sri E.Bhaskar Rao (DIN 00003608), retires by rotation as Director at the ensuing annual general meeting and being eligible, he offers himself for re-appointment. The brief profile of Sri E.Bhaskar Rao is provided as an annexure to the Notice convening the 24th Annual General Meeting.
Your Directors recommend the re-appointment of Sri E.Bhaskar Rao as Director of the Company. The disclosures required pursuant to Secretarial Standard, Regulation 36 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given respectively in the annexure to the Notice of the 24th AGM and in the Corporate Governance Report, which form part of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD
During the year, 4 (four) meetings of the Board of Directors were held on 15.05.2017, 17.08.2017, 14.11.2017, and 14.02.2018. 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.
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 turnover of Rs. 11.92 lakhs and loss after tax of Rs. 11.46 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 10.05 lakhs and loss after tax of Rs. 28.89 lakhs in the previous year.
- SSPDL Realty India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 68.34 lakhs and loss after tax of Rs. 28.50 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 29.36 lakhs and loss after tax of Rs. 56.79 lakhs in the previous year.
SSPDL Real Estates India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 94.44 lakhs and loss after tax of Rs. 68.27 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 41.13 lakhs and loss after tax of Rs. 101.39 lakhs in the previous year.
SSPDL Infra Projects India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. 36.64 lakhs and loss after tax of Rs. 24.75 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 31.04 lakhs and loss after tax of Rs. 39.25 lakhs in the previous year.
SSPDL Infratech Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs. NIL lakhs and profit after tax of Rs. 1.99 lakhs for the year ended 31st March, 2018 as compared to turnover of Rs. 24.16 lakhs and loss after tax of Rs. 41.40 lakhs in the previous year.
Northwood Properties India Pvt Ltd, an associate of the Company, recorded total revenue of Rs. 2116.41 lakhs and loss after tax of Rs. 372.53 lakhs for the year ended 31st March, 2018 as compared to total revenue of Rs. 2951.07 and loss after tax of Rs. 1354.13 in the previous year. As on 31.03.2018, Paid-up Share Capital is Rs. 27.00 lakhs, Total Liabilities is Rs. 17.89 lakhs, and Total Assets are Rs. 17.89 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. 130.98 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, 2018.
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 company''s website i.e., www.sspdl.com.
CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance is enclosed which forms part of the annual report. The Auditor''s Certificate regarding compliance of conditions of corporate governance is annexed with the directors'' report.
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 to the Director''s Report.
DEPOSITS
During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
During the year under review, your Company has not issued (i) equity shares with differential voting rights, (ii) sweat equity shares, (iii) employee stock options, and (iv) not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.
WHISTLE BLOWER POLICY
In pursuance of provisions of the Companies Act, 2013 and the Listing 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 Company''s code of conduct or ethics policy, and (ii) the stakeholders of the company to freely communicate their concerns about illegal or unethical practices, and to approach the Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia, report the same to the management. This Policy is an extension of the Company''s Code of Conduct.
The Audit Committee oversee the vigil mechanism through the committee. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to him/her since the last report together with the results of investigations, if any.
The Whistle Blower Policy may be accessed on the Company''s website at the link: viz. www.sspdl.com/investors/policy/
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 as on March 31, 2018 is attached as ANNEXURE - 1 to this Report.
The annual return of the Company is placed on the company''s 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 23rd 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.
COST AUDIT
As per the provisions of section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost audit is applicable to your Company.
Based on the recommendations of the Audit Committee, the Board of Directors have appointed M/s. D R S & Co., Cost Accountants, Hyderabad (Membership No.: 19892) as the Cost Auditors of the Company for the financial year 2018-19. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2018-19 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed 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, 2018. 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, 2018, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.
DEMATERIALISATION OF SHARES:
Of the total shares, 1.67% 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 constituted internal complaints committees to which employee scan write in their complaints and the Company has in place a formal policy for Prevention of Sexual Harassment of its employees.
During the year ended 31 March, 2018 there were no incidents of sexual harassment reported in the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013, your directors, hereby confirm that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, 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, 2018 and of the profit and loss of the company for the financial year ended March 31, 2018;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
THE CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of the Company which have occurred between the financial year ended March 31, 2018 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 Arm''s 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 Company''s website, under the web link: http://sspdl.com/ investors.php.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, are provided below:
(A) |
Conservation of energy- |
|
(i) the steps taken or impact of energy on conservation |
Even though the Company''s activity is Real Estate, Property Development and Civil Construction which are not power intensive, the Company is making every effort to conserve the usage of power. |
|
(ii) the steps taken by the company for utilising alternate sources of energy |
Not Applicable |
|
(iii) the capital investment on energy conservation equipments |
NIL |
|
(B) |
Technology absorption- |
|
(i) the efforts made towards technology absorption |
NIL |
|
(ii) the 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 |
For the year ended |
||
Foreign Exchange outgo during the year in terms of actual outflows: 31.03.2018 |
31.03.2018 |
31.03.2017 |
|
- Foreign Exchange Earnings |
NIL |
NIL |
|
- Foreign exchange Outgo |
NIL |
Rs.50,077 |
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 Company''s 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 14th February, 2018 and all independent directors attended the meeting except Sri K.Akmaluddin Sheriff.
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.
Further, a statement showing the names, remuneration received, and other particulars of top ten employees and employees drawing remuneration in excess of the limits as set out in the 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 Company''s 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
PRAKASH CHALLA E.BHASKAR RAO
CHAIRMAN AND DIRECTOR
MANAGING DIRECTOR
(DIN 00003608) (DIN 02257638)
Place : Hyderabad
Date : 14.08.2018
Mar 31, 2016
The Directors have pleasure in presenting the Twenty-Second Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS
The financial highlights of the current year in comparison to the previous year are as under.
A) STANDALONE: (Rs. In Lakhs)
PARTICULARS |
2015-2016 |
2014-2015 |
Total Income |
83,85.48 |
150,08.51 |
Less: Operating Expenses |
70,09.13 |
144,35.28 |
Gross Profit/(Loss) before Depreciation and Interest |
13,76.35 |
573.23 |
Less: Finance Costs |
191.48 |
219.13 |
Depreciation |
20.10 |
22.27 |
Profit/(Loss) before Tax Before exceptional and extra-ordinary items |
1,164.77 |
331.83 |
Exceptional and Extra-ordinary Item |
0.00 |
0.00 |
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
1,164.77 |
331.83 |
Less: Tax Expense(Net) |
157.59 |
16.85 |
Profit/(Loss) After Tax |
1,322.36 |
314.98 |
Balance of Profit brought forward |
881.85 |
586.88 |
Profit available for appropriation APPROPRIATIONS |
2,204.21 |
881.85 |
Proposed Dividend |
- |
- |
Tax on proposed dividend |
- |
- |
Transfer to General Reserve |
- |
- |
Balance carried to Balance Sheet |
2,204.21 |
881.85 |
B) CONSOLIDATED: (Rs. In Lakhs)
PARTICULARS |
2015-2016 |
2014-2015 |
Total Income |
8,543.37 |
155,37.86 |
Less: Operating Expenses |
7,310.73 |
158,44.23 |
Gross Profit/(Loss) before Depreciation and Interest |
1,232.64 |
(306.37) |
Less: Finance Costs |
349.45 |
299.99 |
Depreciation |
90.22 |
520.55 |
Profit/(Loss) before Tax Before exceptional and extra-ordinary items |
792.97 |
(11,26.91) |
Exceptional and Extra-ordinary Item |
0.00 |
0.00 |
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
792.97 |
(11,26.91) |
Less: Tax Expense (Net) |
157.59 |
16.85 |
Profit/(Loss) After Tax |
||
(Before Minority Interest and Share of Results of Associates) |
950.56 |
(11,43.76) |
Less: Share of Profit /(Loss) of Minority Interest and Associates |
(11.25) |
0.00 |
Profit/(Loss) After Tax for the year |
939.31 |
(11,43.76) |
STATE OF THE COMPANY''S AFFAIRS
The total income of your Company for the year under review is Rs.8385.48 lakhs as compared to Rs.15008.51 lakhs for the previous year ended 31st March, 2015. Profit after tax is Rs.1322.36lakhs as against Rs.314.98 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., 2016-17is expected to be in accordance with Company''s plans.
PROPERTY DEVELOPMENT PROJECTS
CHENNAI
Alpha City Project
The construction of 4,77,000 Sft IT Park has been completed in 2007 and software majors like IBM were Tenants in this building. Company is yet to receive Rs.20.66 crores from Alpha City IT park. As the IT market pickup and expected revival in occupancy is seen we are hope full to recover the amount during this financial year.
Matrix Towers
The construction of this 1,40,000 Sft. IT Park is almost completed. Due to slump in IT space the state of the project has not changed and Company is exploring the market for sale/lease of the balance unsold space of about 8,500 Sft. with the recent revival in occupancy.
Green Acres
The Company had originally entered into a Joint Venture Agreement with land owners for developing 8.11 acres of land into residential apartments aggregating to 1.2 Million Sft. The land is situated at Kazhipattur Village in Old Mahabalipuram Road (IT Highway), Kancheepuram District.
Considering the market scenario the Company has renegotiated with the Land Owners for enhanced sharing ratio for us. Also, Company has identified an investor for doing the project jointly. For this purpose Company incorporated a new SPV on 10.06.2011 in the name of "SSPDL Green Acres LLP" with sharing of 36:64 respectively by the Company and the investor.
As the residential Markets in Chennai have undergone a downwards lump we negotiated with the land owners into a profit sharing model from area sharing.
SSPDL Green Acres LLP has entered into partnership with M/s. Godrej Properties Limited to develop a residential project in Padur, OMR, Chennai on profit sharing model on 27.03.2014.
Final approval has been obtained and pre-launch sales have been good with 207 apartments booked. Phase 1 is under construction and 1.9 lakh sq. ft. out of the total 2.5 lakh sq. ft. sold till date. A total of Rs.80 crores booking value generated till date.
SSPDL Lakewood Enclave/Mayfair Apartments
A Residential Villa/Apartment project on a 3.89 Ac plot of land situated at Thalambur Village of Old Mahabalipuram, (IT Express Highway), Chennai. This project is being done in phases. 1st Phase consists of 32 Villas and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout sanction and planning permissions are received. Both the buildings have been pre-certified GOLD by Indian Green Building Council (IGBS) and we are developing Lakewood/Mayfair as Gold rated Green Building.
We have already sold our share about 13 Villas and 32 apartments in the two projects. The Mayfair project is completed and handing over is taking place and have unsold area of '' 10,968 sq. ft. Construction of Villas in Lakewood is in progress and because of slowdown in project sales in Chennai, the balance villas will be completed by September, 2017.
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 Mutully Aided Co-operative House Building Society Ltd on 5th September, 2012 for the total sale value of Rs.317 Crores.
On our application with HMDA, Company got the sanction for construction of 1265 homes and apartments under EWS and LIG scheme to the extent of 1.25 lakhs sq. feet, besides commercial and common amenities. We also received sanctions from the Village Panchayats of Kollur and Osman Nagar Villages.
Against the above, Company finally concluded sale of 1155 plots to BHEL Employees Model Mutually Aided Co-operative House Building Society Ltd at a sale consideration of Rs.139.47 crores. And, the Company entered into construction agreement with BHEL Employees Model Mutually Aided Co-operative House Building Society Ltd for construction of 1155 homes for a consideration of Rs.12.95 lakhs per house (cost is subject to escalation) excluding the taxes.
We have since commenced the construction work by subcontracting to six contractors. CB Richard Ellis (CBRE) has been appointed as the Project Management Consultant for overseeing the project execution. It is expected to conclude the construction activity within 24 months.
Company has since sold 85% of the balance 110 homes and in advance stage of bulk sale of EWS and LIG apartments and we are expecting that the entire project will be completed in about approx. two years'' time.
SSPDL Northwoods
SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs have acquired 42 acres in Gundla Pochampally village, Hyderabad to develop a gated residential villa community "SSPDL Northwoods". Land conversion process is completed.
Since, the micro market is not supporting for villa development, doing aa layout development for selling the developed plots. The HMDA has issued the draft approval for the layout and work has been commenced. Initial bookings to the extent of 55% of the project have been taken. The project is expected to be completed by December, 2016.
KERALA
The Retreat
The Company has acquired about 300 acres through itself and its subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki District, Kerala. The Company is planning to use the SPV''s for operating a) Villa Development, b) Jungle Resort Development and
c) Jungle and Plantation Development.
Plots have been demarcated for sale. Preliminary work with regard to roads has been completed. After receiving the necessary approvals from the authorities plots will be registered in favour of the buyers. Applications are submitted for obtaining the permission for construction of villas.
The Kerala budget had announced and recently Government has relaxed the conditions for housing and resorts. However, after the recent publication of KasturiRangan Committee report there has been lot of confusion on the development of the project in the Iddukki District. The Kerala Government has appealed to Government of India, Ministry of Environment to have a relook at the report. Unless that is settled we do not see any scope of commencing the project.
CONSTRUCTION BUSINESS:
Members are aware that, Company has incorporated a Subsidiary Company i.e., SSPDL Infratech Private Limited (formerly SSPDL Interserve Private Limited) ("SIPL") for carrying on the Construction Business. During the year under review, Company received the retention money from M/s. SAMHI with regard to Fairfield & Marriot Hotel project.
During the year under review, no further contracts has been taken in SIPL.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year ended March 31, 2016.
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, 2016.
COMMITTEES OF THE BOARD
Pursuant to requirement under the Companies Act, 2013 and Listing Agreement / 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), and Sri T. Krishna Reddy (Member). During the period under review, there were no instances of non-acceptance of recommendations put forth by the Audit Committee to the Board.
The details of composition and other details of these Committees are provided in the Corporate Governance Report which is enclosed to this report. However, the details of the Corporate Social Responsibility Committee are provided in this report only.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESINGATION
During the year under review, following changes occurred in the position of Directors / KMPs of the Company:
As mentioned in the previous annual report, (A) Sri S. Suryanarayana, resigned as an Independent Director of the Company on 30.05.2015, (B) In the Annual General Meeting (AGM) held on 30.09.2015: (i) Sri Prakash Challa (DIN 02257638) was re-appointed as Director, (ii) Smt. Sridevi Challa was appointed as a director, and (iii) Dr. T. Krishna Reddy, was appointed as an Independent Director for a period of five years with effect from 20.08.2015.
In accordance with provisions of section 152 of the Companies Act, 2013, Sri E. Bhaskar Rao (DIN 00003608), retires by rotation as Director at the ensuing annual general meeting and being eligible, offers himself for re-appointment. The brief profile of Sri E. Bhaskar Rao is provided as an annexure to the Notice convening the Annual General Meeting.
Your Directors recommend the re-appointment of Sri E. Bhaskar Raoas Director of the Company at the ensuing Annual General Meeting.
NUMBER OF MEETINGS OF THE BOARD
During the year, 5(five) meetings of the Board of Directors were held on 30.05.2015, 08.08.2015. 20.08.2015, 14.11.2015, and 06.02.2016. The details of the meetings are furnished in the Corporate Governance Report which is enclosed to this report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149
The Board hereby confirms that, all the Independent Directors of the Company have given a declaration that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.
SHARES PLEDGED BY THE PROMOTERS/DIRECTORS
The number of shares pledged by promoter and directors of the company: NIL.
INSURANCE
The properties and insurable interest of the Company, wherever considered necessary and to the extent required have been adequately insured.
SUBSIDIARY/ASSOCIATE COMPANIES
Names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:
During the year under review, no new company become or ceased as Subsidiary, Joint Venture or Associate of the company. As informed earlier, M/s. SSPDL Infratech Private Limited (formerly SSPDL Interserve Private Limited) with effect from 16.05.2015 become a wholly owned subsidiary of the company.
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 turnover of Rs.4.87 lakhs and loss after tax of Rs.34.83 lakhs for the year ended 31st March, 2016 as compared to turnover of Rs.12.38 lakhs and loss after tax of Rs.14.11 lakhs in the previous year.
- SSPDL Realty India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs.19.67 lakhs and loss after tax of Rs.73.26 lakhs for the year ended 31st March, 2016 as compared to turnover of Rs.7.54 lakhs and loss after tax of Rs.44.77 lakhs in the previous year.
- SSPDL Real Estates India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs.52.21 lakhs and loss after tax of Rs.102.05 lakhs for the year ended 31st March, 2016 as compared to turnover of Rs.29.30 lakhs and loss after tax of Rs.87.71 lakhs in the previous year.
- SSPDL Infra Projects India Pvt Ltd, a wholly owned subsidiary of the Company, recorded turnover of Rs.21.55 lakhs and loss after tax of Rs.12.59 lakhs for the year ended 31st March, 2016 as compared to turnover of Rs.19.08 lakhs and loss after tax of Rs.12.38 lakhs in the previous year.
- SSPDL Infratech Pvt Ltd (formerly SSPDL Interserve Pvt Ltd), a wholly owned subsidiary of the Company, recorded turnover of Rs.59.60 lakhs and loss after tax of Rs.149.02 lakhs for the year ended 31st March, 2016 as compared to turnover of Rs.818.08 lakhs and loss after tax of Rs.1300.22 lakhs in the previous year.
- Northwood Properties India Pvt Ltd, an associate of the Company, recorded total revenue of Rs.927.77 lakhs and loss after tax of Rs.163.75 lakhs for the year ended 31st March, 2016 as compared to total revenue of Rs.NIL and profit/(loss) after tax of Rs.NIL in the previous year. As on 31.03.2016, Paid-up Share Capital is Rs.27.00 lakhs, Total Liabilities is Rs.64.24 crores, and Total Assets is Rs.64.24crores.
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.371.75 lakhs to the consolidated profit of the Company. And, Northwood Properties India Pvt Ltd, an associate of the Company, contributed a loss after tax of Rs.11.25 lakhs for the year ended 31st March, 2016
Statement containing salient features of financial statements of subsidiaries:
In pursuance of provisions of section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a Statement containing salient features of financial statements of subsidiaries in the prescribed format - Form AOC-1 is attached to the consolidated financial statement.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements presented by the Company are prepared in accordance with the Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates, Listing 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 company''s website i.e., www.sspdl.com.
CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance is enclosed which forms part of the annual report. The Auditor''s Certificate regarding compliance of conditions of corporate governance is annexed with the directors'' report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an annexure to the Director''s Report.
DEPOSITS
During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
During the year under review, your Company has not issued (i) equity shares with differential voting rights, (ii) sweat equity shares, (iii) employee stock options, and (iv) not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.
WHISTLE BLOWER POLICY
In pursuance of provisions of the Companies Act, 2013 and the Listing 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 behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy, and
(ii) the stakeholders of the company to freely communicate their concerns about illegal or unethical practices, and to approach the Whistle Officer/Chairman of the Audit Committee of the Company to, interalia, report the same to the management. This Policy is an extension of the Company''s Code of Conduct.
The Audit Committee oversee the vigil mechanism through the committee. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to him/her since the last report together with the results of investigations, if any.
The Whistle Blower Policy may be accessed on the Company''s website at the link: viz. www.sspdl.com/investors/policy/
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 as on March 31, 2016 is attached as ANNEXURE - 1 to this Report.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The company has placed system of internal financial controls with reference to the financial statements. In our view, these internal financial controls are adequate and are operating effectively.
AUDITORS
M/s. Karvy & Co., Chartered Accountants, Hyderabad, (Registration No. 001757S), who had been re-appointed, at the 20th Annual General Meeting (AGM) held on 30th September, 2014, as Statutory Auditors of your Company, to hold office from the conclusion of the 20th AGM till the conclusion of the twenty-third AGM to beheld in the year 2017, subject to ratification of their appointment at every AGM.
The Company received a letter from M/s. Karvy & Co., confirming that they are eligible for re-appointment as auditors of the Company under section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in section 141 of the Companies Act, 2013.
Based on the recommendations of the Audit Committee and as per the provisions of section 139(1) of the Companies Act, 2013 the Board of Directors of your Company proposes to ratify the appointment of M/s. Karvy & Co., Chartered Accountants, as the Statutory Auditors of the Company.
AUDITORS'' REPORT
The Auditors'' Report to the shareholders does not contain any qualification or adverse remarks which require any clarification or explanation.
COST AUDIT
As per the provisions of section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost audit is applicable to your Company.
Based on the recommendations of the Audit Committee, the Board of Directors have appointed M/s. D R S & Co., Cost Accountants, Hyderabad (Membership No.: 19892) as the Cost Auditors of the Company for the financial year 2016-17. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2016-17 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed 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, 2016.
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, 2016, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.
DEMATERIALISATION OF SHARES:
Of the total shares, 1.68% shares have been held in physical for mas of now. Shareholders holding shares in physical form are once again advised to dematerialize their shares to avoid the risk associated with the physical holding of share certificates and also for facilitating easy liquidity for shares.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a protective environment at workplace for all its women employees. Also, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, Company has constituted internal complaints committees to which employee scan write in their complaints and the Company has in place a formal policy for Prevention of Sexual Harassment of its employees.
During the year ended 31 March, 2016 there were no incidents of sexual harassment reported in the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013, your directors, hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
THE CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of the Company which have occurred between the financial year ended March 31, 2016 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 Arm''s Length pricing basis. And, there were no material contracts or arrangements or transactions entered by the Company at arm''s length basis with the related parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.
The Board had approved policies on Related Party Transactions and Material Subsidiary. Both the policies have been uploaded on the Company''s website, under the web link: http://sspdl.com/ investors.php.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, are provided below:
(A) |
Conservation of energy- |
||
(i) the steps taken or impact of energy on conservation |
Even though the Company''s activity is Real Estate, Property Development and Civil Construction which are not power intensive, the Company is making every effort to conserve the usage of power. |
||
(ii) the steps taken by the company for utilizing 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 |
For the year ended |
||
Foreign Exchange outgo during the year in terms of actual outflows: |
31.03.2016 |
31.03.2015 |
|
- 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.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy, containing (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees, is provided in the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The evaluation of Board, Committee(s) and individual Directors was carried out based on structured questionnaire encompassing parameters such as performing statutory duties, level of engagement and contribution, independence of judgment, etc. Further, the details on performance evaluation criteria are provided in the Corporate Governance Report.
THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICLULARS OF EMPLOYEES
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.
Further, a statement showing the names, remuneration received, and other particulars of top ten employees and employees drawing remuneration in excess of the limits as set out in the 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 Company''s 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
PRAKASH CHALLA E.BHASKAR RAO
CHAIRMAN AND DIRECTOR
MANAGING DIRECTOR (DIN 00003608)
(DIN 02257638)
Place : Hyderabad
Date :13.08.2016
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the Twentieth Annual Report
on the business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
The financial highlights for the current year in comparison to the
previous year are as under.
(Rs. in Lakhs)
PARTICULARS 2013-2014 2012-2013
Total Income 1,041.41 697.39
Less: Operating Expenses 1,470.77 1,695.64
Gross Profit/(Loss) before
Depreciation and Interest (429.36) (998.25)
Less: Depreciation 14.05 16.09
Interest & Finance Charges 347.73 315.32
Profit/(Loss) before
Tax Before exceptional and
extra-ordinary items (791.14) (1,329.66)
Exceptional and Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after
exceptional and extra-ordinary items (791.14) (1,329.66)
Less: Provision for Tax (4.93) (74.86)
Profit/(Loss) after Tax (796.07) (1,254.80)
Balance of Profit brought forward 1,382.95 2,637.75
Profit available for appropriation 586.88 1,382.95
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 586.88 1,382.95
BUSINESS OVERVIEW
The total income of your Company for the year under review is Rs.
1041.41 lakhs as compared to Rs.697.39 lakhs for the previous year
ended 31st March, 2013. Profit/(Loss) after tax is Rs. (796.07) lakhs
as against Rs. (1254.80) lakhs in the previous year.
Various projects undertaken by the Company are under different stages
of execution, and the performance of the Company during the current
year i.e., 2014-15 is expected to be in accordance with Company''s
plans.
PROPERTY DEVELOPMENT PROJECTS
CHENNAI
Alpha City Project
The construction of 4,77,000 Sft IT Park has been completed in 2007 and
software majors like IBM are Tenants in this building.
This building was nominated by CNBC AWAZ for best Commercial Building
in 2008. During the year under review an extent of Rs. 2.38 crores has
been recovered from Alpha City IT park.
Matrix Towers
The construction of this 1,40,000 Sft. IT Park is almost completed.
Due to slump in IT space the state of the project has not changed and
Company is exploring the market for sale/lease of the balance unsold
space of about 8,500 Sft.
NOVOTEL/IBIS Hotels at the Promenade
This project was originally conceived for doing a Shopping Mall and
Commercial Buildings on a Joint Venture basis with the Land Owners.
Total area planned was 1.2 Million Sft. This project is being executed
under the SPV, SSPDL infrastructure Developers (P) Ltd partnering with
M/s. Innovative India Realty Opportunity Fund Ltd., Cyprus.
However, as the commercial markets got hit, Company has reduced its
scope of development to the Novotel & IBIS Hotels only. The requisite
sanctions have been received. Total value of the hotel projects is Rs.
47.93 crores and 100% of work is completed.
The Construction is being executed by your subsidiary Company M/s.
SSPDL Interserve Private Limited (SIPL).
A Hotel construction project was awarded by SSPDL Infrastructure
Developers Pvt Ltd. The original estimated value of this project was
Rs. 28 Crores. Subsequently the project scope has been extended and its
value is revised to Rs. 38.25 Crores considering the variations,
escalations, etc. Construction work is completed in August 2013 and
since handed over in Sept, 2013.
Green Acres
The Company had originally entered into a Joint Venture Agreement with
land owners for developing 8.11 acres of land into residential
apartments aggregating to 1.2 Million Sft. The land is situated at
Kazhipattur Village in Old Mahabalipuram Road (IT Highway),
Kancheepuram District.
Considering the market scenario the Company has renegotiated with the
Land Owners for enhanced sharing ratio for us. Also, Company has
identified an investor for doing the project jointly. For this purpose
Company incorporated a new SPV on 10.06.2011 in the name of "SSPDL
Green Acres LLP" with sharing of 36:64 respectively by the Company and
the investor.
As the residential Markets in Chennai have undergone a downward slump
we negotiated with the land owners into a profit sharing model from
area sharing.
SSPDL Green Acres LLP has entered into partnership with M/s. Godrej
Properties Limited to develop a residential project in Padur, OMR,
Chennai on profit sharing model on 27.03.2014.
The various NOCs have been received and the project is planned to be
launched in the fourth quarter of this financial year.
SSPDL Lakewood Enclave/Mayfair Apartments
A Residential Villa/Apartment project is on a 3.89 Ac plot of land
situated at Thalambur Village of Old Mahabalipuram, (IT Express
Highway), Chennai. The construction work is being done by SSPDL
Interserve Private Limited.
This project is being done in phases. 1st Phase consists of 32 Villas
and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout
sanction and planning permissions are received. We are developing
Lakewood/Mayfair as Gold rated Green Building. We have sold 56% of our
share of villas and some of the flats have been booked in Company''s
share in apartment. We are happy to inform that both the buildings have
been pre-certified GOLD by Indian Green Building Council (IGBS).
We have already sold our share about 12 Villas and 21 apartments in the
two projects. The project is slated for delivery in all aspects by
September, 2014 or so.
HYDERABAD
The Retreat
The Company has entered into a letter of Intent with one of the
employees union of BHEL for developing 1262 homes in about 90 acres.
We have entered into MOU with BHEL Employees Model Mutully Aided
Co-operative House Building Society Ltd on 5th September, 2012 for the
total sale value of Rs. 317 Crores.
The total revenue to SSPDL to the tune of Rs. 317 crores over the next
three years. The architect has provided the final layout drawing and
the application made for the draft layout with housing under gated
community development has been approved by the HMDA and the final draft
approval with stamped drawings are to be received from the Kollur and
Osman Nagar Village Panchayats.
SSPDL North woods
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 North woods". Land conversion
process is completed. During the previous year process of merging 9
SPVs incorporated for North wood Project into one operating company was
initiated. The Honorable High Court has sanctioned the scheme of
amalgamation from the appointed date i.e., 01.04.2013, vide its order
dated 09.07.2014.
Since, the micro market is not supporting for villa development, during
the year under review, Company and Investor (i.e., Indiareit) has
decided to do a layout development for selling the developed plots
instead of doing original villa development. The HMDA has issued the
draft approval for the layout. Initial steps taken to sell the
developed plots.
KERALA
The Retreat
The Company has acquired about 300 acres through itself and its
subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki
District, Kerala. The Company is planning to use the SPV''s for
operating a) Villa Development, b) Jungle Resort Development and c)
Jungle and Plantation Development.
Plots have been demarcated for sale. Preliminary work with regard to
roads has been completed. After receiving the necessary approvals from
the authorities plots will be registered in favour of the buyers.
Applications are submitted for obtaining the permission for
construction of villas.
The Kerala budget had announced and recently Government has relaxed the
conditions for housing and resorts. However, after the recent
publication of Kasturi Rangan Committee report there has been lot of
confusion on the development of the project in the Iddukki District.
The Kerala Government has appealed to Government of India, Ministry of
Environment to have a relook at the report. Unless that is settled we
do not see any scope of commencing the project.
CONSTRUCTION BUSINESS.
Members are aware that, Company has incorporated a Subsidiary Company
i.e., SSPDL Interserve Private Limited (SIPL) for carrying on the
Construction Business. Our Company was holding 51% and M/s. Interserve
Holdings Limited, UK based Construction and allied services company is
holding 49% equity in SSPDL Interserve Private Limited (SIPL).
Consequent to Interserve''s exit and sale of its stake to our company
has become a wholly owned subsidiary of our company with effect from
16.05.2014. Also, consequent to exit of Interserve, name of the Company
is changed to SSPDL Infratech Private Limited (SIPL). The details of
construction contracts executed by SIPL are provided below:
Lakewood Enclave & Mayfair Apartments, Chennai
A Residential Villa/Apartment project situated at Thalambur Village of
Old Mahabalipuram, (IT Express Highway), Chennai. The total work value
is Rs. 28 Crores for an area of about 1,57,000 sft. and the expected
completion is in December 2014. This project is for SSPDL Limited.
Construction of Villas in Lakewood is in progress and Apartments in
Mayfair the structural work has been completed. The structure
comprises of Stilt plus four floors an area of about 1,05,000 sft.
Novotel/IBIS Hotels, Chennai
A Hotel construction project was awarded by SSPDL Infrastructure
Developers Pvt Ltd. The original estimated value of this project was
Rs. 28 Crores. Subsequently the project scope has been extended and its
value is revised to Rs. 38.25 Crores considering the variations,
escalations, etc. Construction work is completed and handed over in
Sept, 2013.
Frangipani, Pudupakkam
Construction of Residential Building at Pudupakkam inside Siruseri IT
park, Chennai, for building 3,41,440 sft. for M/s. Arihant Foundations
& Housing Ltd. The value of the order is Rs. 22.26 crores additional
work of Rs. 7.79 Crores has been awarded, and Value of the work
completed up to 31st March 2014 is Rs. 29.05 crores. Construction work
is nearing completion and expected to be completed in Sept 2014.
Meeting House/Service Centre, Bangalore
A Meeting House building project for LDS with a value of Rs. 15.00
Crores is awarded by M/s. Indian Society of Church of Latter day Saints
in the year 2010. This project has been completed and handed over to
the client in December, 2012. The architects for the project are M/s.
Sundara Sundaram Architects, Coimbatore.
Further orders for construction of Service Centre Building in the same
premises were received for Rs. 14 crores and work is completed in
February 2014.
Fairfield & Marriot Hotel
Originally the value of the Project is Rs. 30.24 Crores from M/s.
SAMHI, this is scaled down to Rs. 21 crores. The Project Management
Consultant is M/s Archetype. Construction work is under progress and
90% is approximately completed and total work is expected to be
completed in Sept, 2014.
Projects completed during the year 2013-14: - 1. Service Centre,
Bangalore and 2. Novotel/IBIS, Chennai.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
ended 31st March, 2014.
DIRECTORS
There were no changes in the composition of the Board for the financial
year ended 31st March, 2014. Sri E.Bhaskar Rao, Director retires by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for re-appointment.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with the Bombay Stock Exchange, appointed Sri
S.Suryanarayana, Sri K.Akmaluddin Sheriff and Sri B.Lokanath as
Independent Directors of the Company. The Company has received
declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies
Act, 2013 and under Clause 49. In accordance with the provisions of
Section 149(4) and proviso to Section 152(5) of the Companies Act,
2013, these Directors are being appointed as Independent Directors to
hold office as per their tenure of appointment mentioned in the Notice
of the forthcoming Annual General Meeting (AGM) of the Company.
Brief resume of the Directors proposed to be appointed/re-appointed,
nature of their experience in specific functional areas are provided in
Corporate Governance Report.
Your Directors recommend the reappointment of Sri E.Bhaskar Rao as
Director and Sri S.Suryanarayana, Sri K.Akmaluddin Sheriff and Sri
B.Lokanath as Independent Directors of the Company at the ensuing
Annual General Meeting.
AUDITORS
M/s. Karvy & Co., Chartered Accountants, Hyderabad, who are the
statutory auditors of the Company, hold office till the conclusion of
the forthcoming Annual General Meeting and are eligible for
re-appointment. Pursuant to the provisions of section 139 of the
Companies Act, 2013 and the Rules framed thereunder, it is proposed to
appoint M/s. Karvy & Co., as the statutory auditors of the Company from
the conclusion of the forthcoming AGM till the conclusion of the
twenty-third AGM to be held in the year 2017, subject to ratification
of their appointment at every AGM. M/s. Karvy & Co., has, under
Section 139 given a written consent and under section 141 of the Act,
furnished a certificate of its eligibility for re-appointment. The
Members year on year will be requested, to ratify their appointment as
Auditors and to authorize the Board of Directors to fix their
remuneration. In this connection, the attention of the Members is
invited to Item No.3 of the Notice.
AUDITORS'' REPORT
The Auditors'' Report to the shareholders does not contain any
qualification or adverse remarks which require any clarification or
explanation.
SUBSIDIARY COMPANIES
As on 31st March, 2014, your Company has 5 subsidiaries i.e., (1) SSPDL
Infra Projects India Private Limited, (2) SSPDL Resorts Private
Limited, (3) SSPDL Realty India Private Limited, (4) SSPDL Real Estates
India Private Limited, and (5) SSPDL Interserve Private Limited (with
effect from 24.07.2014, name of the subsidiary is changed to SSPDL
Infratech Private Limited).
SSPDL Infratech Private Limited ("SIPL")
(formerly SSPDL Interserve Private Limited):
Consequent to the decision taken by M/s. Interserve Holdings Limited,
UK ("Interserve") to exit from construction business in India (as
better opportunities are available internationally to them), Company
has purchased the 49% stake from Interserve. Accordingly, with effect
from 16.05.2014 SIPL has become a wholly owned subsidiary of the
Company.
In view of the Interserve''s exit, the name of SIPL is changed from
SSPDL Interserve Private Limited to SSPDL Infratech Private Limited on
24.07.2014.
The Board of Directors also decided to take up the construction
business by the company itself depending on the opportunities.
The Company has appointed Independent Director in its material
non-listed subsidiaries in compliance with the provisions of Listing
Agreement.
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors'' Report, Balance Sheet and Profit and Loss Account
of our subsidiaries to our annual report. The Ministry of Corporate
Affairs, Government of India vide its circular no.2/ 2011 dated 8
February 2011 has provided an exemption to companies from attaching the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies with the Annual Report of the parent Company,
provided such companies publish the audited consolidated financial
statements in the annual report, etc. Accordingly, the Company has
availed the exemption from attaching the accounts of the subsidiary
companies and the annual report 2013-14 does not contain the financial
statements of our subsidiaries. A Statement containing brief financial
details of the subsidiary companies for the financial year ended March
31, 2014 is annexed.
Upon a request is received, the audited annual accounts of the
subsidiary companies and the related detailed information will be made
available to shareholders of the company seeking such information at
any point of time. The annual accounts of the subsidiary companies
shall also be kept for inspection during business hours by any
shareholder in the registered office of the company and same will be
kept on the company''s website i.e., www.sspdl.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements presented by the Company
are prepared in accordance with the Accounting Standard 21 on
Consolidated Financial Statements read with Accounting Standard 23 on
Accounting for Investments in Associates, Listing Agreement as
prescribed by the Securities and Exchange Board of India.
INSURANCE
The properties and insurable interest of the Company, wherever
considered necessary and to the extent required have been adequately
insured.
DEPOSITS
Your Company has not invited or accepted any fixed deposits and hence
no amount of principal or interest was outstanding as on the date of
the Balance Sheet.
CORPORATE GOVERNANCE CODE
A separate section on Corporate Governance with a detailed compliance
report thereto is given which forms part of the annual report. The
Auditor''s Certificate with regard to the compliance with the Corporate
Governance code as required under Clause 49 of the Listing Agreement is
also enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis is enclosed as
an annexure to the Director''s Report.
SHARES PLEDGED BY THE PROMOTERS/DIRECTORS
On 13.06.2011 Sri E.Bhaskar Rao, Director of the Company has created
pledge on the shares of the company held by him in favour of State Bank
of India, Hospet, Karnataka for availing loan for business purposes.
The details of the shares pledged by promoter and directors of the
company are mentioned below.
Sl. No. Name of the Director No. of Shares on
which pledge created
1 E. Bhaskar Rao 1,50,000
Total 1,50,000
INFORMATION UNDER SECTION 217(1)(e)
Information required to be furnished under The Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988, is
furnished below:
A. CONSERVATION OF ENERGY
Even though the Company''s activity is Real Estate, Property Development
and Civil Construction which are not power- intensive, the Company is
making every effort to conserve the usage of power.
B. TECHNOLOGY ABSORPTION : NIL
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A)
As per the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, there were no particulars to be furnished
since no employee of your company is drawing remuneration in excess of
the prescribed limits as laid down in the rules.
DEMATERIALISATION OF SHARES:
Of the total shares, 1.68% shares have been held in physical form as of
now. Shareholders holding shares in physical form are once again
advised to dematerialize their shares to avoid the risk associated with
the physical holding of share certificates and also for facilitating
easy liquidity for shares.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unclaimed amounts lying with the Company on the website of the Company
(www.sspdl.com) as also on the Ministry of Corporate Affairs website.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Directors confirm that:
1. In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
2. Appropriate accounting policies have been selected and applied
consistently. Judgments and estimates, which are reasonable and
prudent, have been made so far as to give a true and fair view of the
state of affairs of the Company as at the end of the Financial Year and
of the loss of the Company for the period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation to the
Shareholders, Investors, Financial Institutions, Banks, Suppliers,
Government and Semi-Government agencies for their continued assistance
and co-operation extended to the Company and also wishes to place on
record their appreciation of employees for their hard work, dedication
and commitment.
For and on behalf of the Board of Directors
PRAKASH CHALLA E.BHASKAR RAO
MANAGING DIRECTOR DIRECTOR
Place : Hyderabad
Date : 02.08.2014
Mar 31, 2013
To , The Members
The Directors have pleasure in presenting the Nineteenth Annual Report
on the business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March, 2013.
(Rs. in Lakhs)
PARTICULARS 2012-2013 2011-2012
Total Income 697.39 1,198.20
Less: Operating Expenses 1,695.64 1,467.36
Gross Profit/(Loss) before Depreciation
and Interest (998.25) (269.16)
Less: Depreciation 16.09 15.85
Interest & Finance Charges 315.32 338.56
Profit/(Loss) before Tax Before
exceptional and extra-ordinary
items (1,329.66) (623.58)
Exceptional Item 0.00 3.88
Extra-ordinary Item 0.00 0.00
Profit/(Loss) before Tax after exceptional
and extra-ordinary items (1,329.66) (627.46)
Less: Provision for Tax (74.86) (244.04)
Profit/(Loss) after Tax (1,254.80) (383.42)
Balance of Profit brought forward 2,637.75 3,021.17
Profit available for appropriation 1,382.96 2,637.76
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 1,382.96 2,637.76
BUSINESS OVERVIEW
The total income of your Company for the year under review is Rs. 697.39
lakhs as compared to Rs. 1198.20 lakhs for the previous year ended 31st
March, 2012. Profit/(Loss) after tax is Rs. (1254.80) lakhs as against Rs.
(383.42) lakhs in the previous year.
Various projects undertaken by the Company are under different stages
of execution, and the performance of the Company during the current
year i.e., 2013-14 is expected to be in accordance with Company''s
plans.
PROPERTY DEVELOPMENT PROJECTS
CHENNAI
Alpha City Project
The construction of 4,77,000 Sft IT Park has been completed in 2007 and
software majors like IBM are Tenants in this building.
This building was nominated by CNBC AWAZ for best Commercial Building
in 2008. During the year under review an extent of Rs. 4.10 crores has
been recovered from Alpha City IT park.
Matrix Towers
The construction of this 1,40,000 Sft. IT Park is almost completed.
Due to slump in IT space the state of the project has not changed and
Company is exploring the market for sale/lease of the balance unsold
space of about 8,500 Sft.
NOVOTEL/IBIS Hotels at the Promenade
This project was originally conceived for doing a Shopping Mall and
Commercial Buildings on a Joint Venture basis with the Land Owners.
Total area planned was 1.2 Million Sft. This project is being executed
under the SPV, SSPDL infrastructure Developers (P) Ltd partnering with
M/s. Innovative India Realty Opportunity Fund Ltd., Cyprus.
However, as the commercial markets got hit, Company has reduced its
scope of development to the Novotel & IBIS Hotels only. The requisite
sanctions have been received and the work has commenced and slated to
complete by September, 2013. Total value of the hotel projects is Rs.
47.93 crores and 95% of work is completed.
The Construction is being executed by your subsidiary Company M/s.
SSPDL Interserve Private Limited (SIPL).
Green Acres
The Company had originally entered into a Joint Venture Agreement with
land owners for developing 8.11 acres of land into residential
apartments aggregating to 1.2 Million Sft. The land is situated at
Kazhipattur Village in Old Mahabalipuram Road (IT Highway),
Kancheepuram District.
Considering the market scenario the Company has renegotiated with the
Land Owners for enhanced sharing ratio for us. Also, Company has
identified an investor for doing the project jointly.
For this purpose Company incorporated a new SPV on 10.06.2011 in the
name of "SSPDL Green Acres LLP" with sharing of 36:64 respectively by
the Company and the investor.
The built up area is around 9.00 lakhs sft. and SSPDL Green Acres LLP
share will be 6.40 lakh sft. The development will mostly be residential
with some commercial area of value Rs. 500 crores for development in a
period January 2014-December 2016. Architects have been appointed and
detailed drawings are currently being developed. The project will be
launched in mid of January, 2014.
SSPDL Crescent
A Residential Premium Apartments project on a 1.12 Acres plot of land
situated at Keelambakkam on Vandalur Road, Off the IT Express Highway,
Chennai. Out of total 53 Apartments to our Company''s share and Company
has sold all apartments of its shares and handover all the apartments
during the month of April-2012.
SSPDL Lakewood Enclave/ Mayfair Apartments
A Residential Villa/Apartment project is on a 3.89 Ac plot of land
situated at Thalambur Village of Old Mahabalipuram, (IT Express
Highway), Chennai. The construction work is being done by SSPDL
Interserve Private Limited.
This project is being done in phases. 1st Phase consists of 32 Villas
and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout
sanction and planning permissions are received. We are developing
Lakewood/Mayfair as Gold rated Green Building. We have sold 56% of our
share of villas and some of the flats have been booked in Company''s
share in apartment. We are happy to inform that both the buildings have
been pre-certified GOLD by Indian Green Building Council (IGBS).
We have already sold our share about 12 Villas and 21 apartments in the
two projects. The project is slated for delivery in all aspects by
September, 2014 or so.
HYDERABAD
The Retreat
The Company has entered into a letter of Intent with one of the
employees union of BHEL for developing 1262 homes in about 90 acres.
We have entered into MOU with BHEL Employees Modul Mutully Aided
Co-operative House Building Society Ltd on 5th September, 2012 for the
total sale value of Rs. 317 Crores. The total revenue to SSPDL to the
tune of Rs. 317 crores over the next three years.
The architect has provided the final layout drawing and we have applied
for building permission with HMDA in April. The legal is cleared and we
are awaiting final sanction letter by October, 2013.
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. It is proposed to merger 9 SPVs incorporated for
Northwood Project into one operating company and initiated the process
of merger.
Since, the micro market is not supporting for villa development,
Company is planning to do a layout development for selling the
developed plots instead of doing original villa development. An
application to HMDA has been submitted and the file is under process.
The permissions are expected by end of August.
KERALA
The Retreat
The Company has acquired about 300 acres through itself and its
subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki
District, Kerala. The Company is planning to use the SPV''s for
operating a) Villa Development, b) Jungle Resort Development and c)
Jungle and Plantation Development.
Plots have been demarcated for sale. Preliminary work with regard to
roads has been completed. After receiving the necessary approvals from
the authorities plots will be registered in favour of the buyers.
Applications are submitted for obtaining the permission for
construction of villas. This project is slated for commencement in
first quarter of 2014.
We are happy that the Kerala budget is announced and recently
Government has relaxed the conditions for housing and resorts.
Considering the same, Company is developing a strategy to make it more
attractive to the customers.
CONSTRUCTION BUSINESS:
Members are aware that, Company has incorporated a Subsidiary Company
i.e., SSPDL Interserve Private Limited (SIPL) for carrying on the
Construction Business. Our Company is holding 51% and M/s. Interserve
Holdings Limited, UK based Construction and allied services company is
holding 49% equity in SSPDL Interserve Private Limited. The details of
construction contracts executed by SIPL are provided below:
Lakewood Enclave & Mayfair Apartments, Chennai
A Residential Villa/Apartment project situated at Thalambur Village of
Old Mahabalipuram, (IT Express Highway), Chennai. The total work value
is Rs. 28 Crores for an area of about 1,57,000 sft. and the expected
completion is in December 2013. This project is for SSPDL Limited.
Construction of Villas in Lakewood is in progress and Apartments in
Mayfair stilt floor roof has been concreted. The structure comprises
of Stilt plus four floors an area of about 1,05,000 sft.
Novotel/IBIS Hotels, Chennai
A Hotel construction project was awarded by SSPDL Infrastructure
Developers Pvt Ltd. The original estimated value of this project was Rs.
28 Crores. Subsequently the project scope has been extended and its
value is revised to Rs. 36.46 crores considering the variations,
escalations, etc. Construction work is under progress and expected to
be completed in August, 2013.
The Retreat, Bangalore
A high end Villa project with an area of about 6,00,000 sft and the
work is awarded by Sri Satya Sai Constructions for a total value of Rs.
115 Crores. Constructions work is in progress and work completed as on
March 31st, 2013 is Rs. 40.54 Crores. The project is expected to be
completed in December 2014.
Frangipani, Pudupakkam
Construction of Residential Building at Pudupakkam inside Siruseri IT
park, Chennai, for building 3,41,440 sft. for M/s. Arihant Foundations
& Housing Ltd. The value of the order is Rs. 22.26 crores additional work
of Rs. 5.85 crores has been awarded, and Value of the work completed up
to 31st March, 2013 is Rs. 25.17 crores. Construction work is under
progress and expected to be completed in August, 2013.
Sundara Kanda Residential Building at Medavakkam, Chennai
Revised Value of the project is Rs. 8.30 Crores from M/s. Vishranthi
Homes Pvt. Ltd., Chennai for construction of Residential Building at
Medavakkam, Chennai. Work completed and handed over to the client in
September, 2012.
Meeting House/Service Centre, Bangalore
A Meeting House building project for LDS with a value of Rs. 15.00 Crores
is awarded by M/s. Indian Society of Church of Latter day Saints in the
year 2010. This project has been completed and handed over to the
client in December, 2012. The architects for the project are M/s.
Sundara Sundaram Architects, Coimbatore.
Further orders for construction of Service Centre Building in the same
premises have been received for Rs. 14 crores and work is in progress. It
is slated for delivery by October, 2013.
Fairfield & Marriot Hotel,
Value of the Project is Rs. 30.24 Crores from M/s. SAMHI. The Project
Management Consultant is M/s Archetype. Construction work is under
progress and expected to be completed in May, 2014.
Projects completed during the year 2012-13: (1) Sundara kand, Chennai -
This project is located at Medavakkam, Chennai (2) Meeting House,
Bangalore.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
ended 31st March, 2013.
DIRECTORS
There were no changes in the composition of the Board for the financial
year ended 31st March, 2013.
Sri B.Lokanath and Sri Suresh Challa, Directors retires by rotation at
the ensuing Annual General Meeting and being eligible offers themselves
for re-appointment.
Brief resume of the Directors proposed to be appointed/ re-appointed,
nature of their experience in specific functional areas are provided in
the Corporate Governance Report.
Your Directors recommend the reappointment of Sri B.Lokanath and Sri
Suresh Challa as Directors at the ensuing Annual General Meeting.
Sri K. Akmaluddin Sheriff, and Sri E.Bhaskar Rao were retired and
re-appointed as Directors of the Company at the previous annual general
meeting.
AUDITORS AND AUDITORS'' REPORT
M/s. Karvy & Co., Chartered Accountants, Hyderabad, the Company''s
Statutory Auditors retire at the conclusion of the ensuing Annual
General Meeting. They have signified their willingness to be
re-appointed and have further confirmed their eligibility u/s 224(1B)
of the Companies Act, 1956. The Auditors'' Report to the shareholders
does not contain any qualification or adverse remarks which require any
clarification or explanation.
SUBSIDIARY COMPANIES
As on 31st March, 2013, your Company has 7 subsidiaries i.e., (1)
Kollur Residential Project Private Limited, (2) SSPDL Infra Projects
India Private Limited, (3) SSPDL Matrix Towers Private Limited, (4)
SSPDL Resorts Private Limited, (5) SSPDL Realty India Private Limited,
(6) SSPDL Real Estates India Private Limited, and (7) SSPDL Interserve
Private Limited. There has been no material change in the nature of the
business of the subsidiaries.
Considering the application submitted by (1) Kollur Residential Project
Private Limited, and (2) SSPDL Matrix Towers Private Limited, the
Registrar of Companies, Andhra Pradesh has given approval under section
560(5) of the Companies Act, 1956 and issued a notice stating that the
names of (1) Kollur Residential Project Private Limited, and (2) SSPDL
Matrix Towers Private Limited has been struck off from the Register and
the said Companies are dissolved. Accordingly, as on the date of this
report, Company has only 5 subsidiaries.
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors'' Report, Balance Sheet and Profit and Loss Account
of our subsidiaries to our annual report. The Ministry of Corporate
Affairs, Government of India vide its circular no.2/ 2011 dated 8
February 2011 has provided an exemption to companies from attaching the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies with the Annual Report of the parent Company,
provided such companies publish the audited consolidated financial
statements in the annual report, etc. Accordingly, the Company has
availed the exemption from attaching the accounts of the subsidiary
companies and the annual report 2012-13 does not contain the financial
statements of our subsidiaries. A Statement containing brief financial
details of the subsidiary companies for the financial year ended March
31, 2013 is annexed.
Upon a request is received, the audited annual accounts of the
subsidiary companies and the related detailed information will be made
available to shareholders of the company seeking such information at
any point of time. The annual accounts of the subsidiary companies
shall also be kept for inspection during business hours by any
shareholders in the registered office of the company and same will be
kept on the company''s website i.e., www.sspdl.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated financial statements presented by the Company
are prepared in accordance with the Accounting Standard AS-21 on
consolidated financial statements read with Accounting Standard AS-23
on Accounting for Investments in Associates, Listing Agreement as
prescribed by the Securities and Exchange Board of India.
INSURANCE
The properties and insurable interest of the Company, wherever
considered necessary and to the extent required have been adequately
insured.
DEPOSITS
Your Company has not invited or accepted any fixed deposits and hence
no amount of principal or interest was outstanding as on the date of
the Balance Sheet.
CORPORATE GOVERNANCE CODE
A separate section on Corporate Governance with a detailed compliance
report thereto is given which forms part of the annual report. The
Auditor''s Certificate with regard to the compliance with the Corporate
Governance code as required under clause 49 of the listing agreement is
also enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis is enclosed as
an annexure to the Director''s Report.
SHARES PLEDGED BY THE PROMOTERS/DIRECTORS
On 13.06.2011 Sri E.Bhaskar Rao, Director of the Company has created
pledge on the shares of the company held by him in favour of State Bank
of India, Hospet, Karnataka for availing loan for business purposes.
The details of the shares pledged by promoter and directors of the
company are mentioned below:
Sl.
No. Name of the Director No. of Shares on which pledge created
1 E. Bhaskar Rao 1,50,000
Total 1,50,000
INFORMATION UNDER SECTION 217(1)(e)
Information required to be furnished under The Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988, is
furnished below:
A. CONSERVATION OF ENERGY : Even though the Company''s activity is Real
Estate, Property Development and Civil Construction which are not
power-intensive, the Company is making every effort to conserve the
usage of power.
B. TECHNOLOGY ABSORPTION : NIL
C. FOREIGN EXCHANGE EARNINGS : NIL FOREIGN EXCHANGE OUTGO : Rs. 900,519
1. Remuneration comprises of Salary, Bonus, and Companies contribution
to PF, as eligible.
2. Sri. Prakash Challa is a relative of Sri Suresh Challa, Director as
per the definition of "relative" under the Companies Act, 1956.
3. Nature of employment: Sri Prakash Challa appointment is as per
provisions of the Companies Act, 1956.
4. Sri Prakash Challa holds 2% or more of the paid up equity share
capital of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Directors confirm that:
1. In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
2. Appropriate accounting policies have been applied consistently.
Judgments and estimates, which are reasonable and prudent, have been
made so far as to give a true and fair view of the state of affairs of
the Company as at the end of the Financial Year and of the loss of the
Company for the period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
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
Place : Hyderabad PRAKASH CHALLA E.BHASKAR RAO
Date :24.07.2013 MANAGING DIRECTOR DIRECTOR
Mar 31, 2012
The Directors have pleasure in presenting the Eighteenth Annual Report
on the business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS
The financial highlights for the current year in comparison to the
previous year are as under.
(Rs. in Lakhs)
PARTICULARS 2011-2012 2010-2011
Total Income 1198.19 4055.73
Less: Operating Expenses 1466.53 3231.07
Gross Profit/(Loss) before Depreciation
and Interest (268.34) 824.66
Less: Depreciation 15.85 19.96
Interest & Finance Charges 339.39 443.43
Profit / (Loss) before Tax Before
exceptional and extra-ordinary items (623.58) 361.26
Exceptional Item 3.88 0.00
Extra-ordinary Item - 582.45
Profit / (Loss) before Tax
after exceptional
and extra-ordinary items (627.46) 943.71
Less: Provision for Tax (244.04) 333.32
Profit / (Loss) after Tax (383.42) 610.40
Balance of Profit brought forward 3021.17 2410.77
Profit available for appropriation 2637.76 3021.17
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 2637.76 3021.17
BUSINESS OVERVIEW
The total income of your Company for the year under review is Rs. 1198.19
lakhs as compared to Rs. 4055.73 lakhs for the previous year ended 31st
March, 2011. Profit/(Loss) after tax was Rs. 383.42 lakhs as against Rs.
610.40 lakhs in the previous year.
Various projects undertaken by the Company are under different stages
of execution, and the performance of the Company during the current
year i.e., 2012-13 is expected to be in accordance with Company's
plans.
PROPERTY DEVELOPMENT PROJECTS
CHENNAI
Alpha City Project
The construction of 4,77,000 Sft IT Park has been completed in 2007 and
software majors like IBM are Tenants in this building.
This building was nominated by CNBC AWAZ for best Commercial Building
in 2008. During the year under review an extent of Rs. 8.14 crores has
been recovered from Alpha City IT park.
Matrix Towers
The construction of this 1,40,000 Sft. IT Park is almost completed.
Due to slump in IT space the state of the project has not changed and
Company is exploring the market for sale/lease of the balance unsold
space of about 8,500 Sft.
NOVOTEL/IBIS Hotels at the Promenade
This project was originally conceived for doing a Shopping Mall and
Commercial Buildings on a Joint Venture basis with the Land Owners.
Total area planned was 1.2 Million Sft. This project is being executed
under the SPV, SSPDL infrastructure Developers (P) Ltd partnering with
M/s. Innovative India Realty Opportunity Fund Ltd., Cyprus.
However, as the commercial markets got hit, Company has reduced its
scope of development to the Novotel & IBIS Hotels only. The requisite
sanctions have been received and the work has commenced and slated to
complete by December, 2012. Total value of the hotel projects is Rs.
29.73 crores and 76% of work is completed.
The Construction is being executed by your subsidiary Company M/s.
SSPDL Interserve Private Limited (SIPL).
Green Acres
The Company had originally entered into a Joint Venture Agreement with
land owners for developing 8.11 acres of land into residential
apartments aggregating to 1.2 Million Sft. The land is situated at
Kazhipattur Village in Old Mahabalipuram Road (IT Highway),
Kancheepuram District.
Considering the market scenario the Company has renegotiated with the
Land Owners for enhanced sharing ratio for us. Also, Company has
identified an investor for doing the project jointly.
For this purpose Company incorporated a new SPV on 10.06.2011 in the
name of "SSPDL Green Acres LLP" with sharing of 36:64 respectively by
the Company and the investor.
The built up area is around 8.81 lakhs sft. and SSPDL Green Acres LLP
share will be 5.66 lakh sft. The development will mostly be residential
with some commercial area of value Rs. 200 crores for development in a
period January 2013-December 2015. Architects have been appointed and
detailed drawings are currently being developed. The project will be
launched in mid of January, 2013.
SSPDL Crescent
A Residential Premium Apartments project on a 1.12 Ac plot of land
situated at Keelambakkam on Vandalur Road, Off the IT Express Highway,
Chennai. Out of total 53 Apartments to our Company's share and Company
has sold all apartments of its share. However, still have an sold
commercial space of about 2430 sft. whose expected sale value is about
Rs. 80 Lakhs
The construction work is being done by SIPL on cost plus profit basis
with effect from 7th July 2010. Construction work is completed and
delivered. The expected sale value of unsold area is approx. Rs. 79.52
Lakhs.
SSPDL Lakewood Enclave/ Mayfair Apartments
A Residential Villa / Apartment project is on a 3.89 Ac plot of land
situated at Thalambur Village of Old Mahabalipuram, (IT Express
Highway), Chennai. The construction work is being done by SSPDL
Interserve Private Limited.
This project is being done in phases. 1st Phase consists of 32 Villas
and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout
sanction and planning permissions are received. We are developing
Lakewood/Mayfair as Gold rated Green Building. We have sold 56% of our
share of villas and some of the flats have been booked in Company's
share in apartment. We are happy to inform that both the buildings have
been pre-certified GOLD by Indian Green Building Council (IGBS).
We have already sold about 10 Villas and 10 apartments in the two
projects. The project is slated for delivery in all aspects by
December, 201 3 or so.
HYDERABAD
The Retreat
The Retreat is envisaged as a 90 acre township project located close
to the outer ring road at Kollur/Osman Nagar. Plans are being worked
out for affordable independent homes market catering to the mid market
segment. Due to the continuing adverse market Conditions, this project
is still in the planning phase, however, the Company is exploring
various options for developing the town ship including strategic
alliances with third parties.
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.
Considering the market conditions Company is evaluating the project and
planning for affordable homes also.
KERALA
The Retreat
The Company has acquired about 300 acres through itself and its
subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki
District, Kerala. The Company is planning to use the SPV's for
operating a) Villa Development, b) Jungle Resort Development and c)
Jungle and Plantation Development.
Plots have been demarcated for sale. Preliminary work with regard to
roads has been completed. After receiving the necessary approvals from
the authorities plots will be registered in favour of the buyers.
Applications are submitted for obtaining the permission for
construction of villas. This project is slated for commencement in
first quarter of 2013.
We are happy that the Kerala budget is announced and recently
Government has relaxed the conditions for housing and resorts.
Considering the same, Company is developing a strategy to make it more
attractive to the customers.
CONSTRUCTION BUSINESS:
Members are aware that, as part of the restructuring exercise, Company
has incorporated a Subsidiary Company i.e., SSPDL
Interserve Private Limited (SIPL) for carrying on the Construction
Business. Our Company is holding 51% and M/s. Interserve Plc., UK based
Construction and allied services company is holding 49% equity in SSPDL
Interserve Private Limited. The details of construction contracts
executed by SIPL are provided below:
Lakewood Enclave & Mayfair Apartments, Chennai
A Residential Villa / Apartment project situated at Thalambur Village
of Old Mahabalipuram, (IT Express Highway), Chennai. The total work
value is Rs. 28 crores for an area of about 1,57,000 Sft. and the
expected completion is in December 2013. This project is for SSPDL
Limited. Construction of Villas in Lakewood is in progress and
Apartments in Mayfair have just started.
Novotel/IBIS Hotels, Chennai
A Hotel construction project was awarded by SSPDL Infrastructure
Developers Pvt Ltd. The original estimated value of this project was Rs.
28 Crores. Subsequently the project scope has been extended and its
value is revised to Rs. 34 crores considering the variations,
escalations, etc. Construction work is under progress and expected to
be completed in December, 2012.
The Retreat, Bangalore
A high end Villa project with an area of about 6,00,000 Sft and the
work is awarded by Sri Satya Sai Constructions for a total value of Rs.
115 crores. Constructions work is in progress and work completed as on
March 31st, 2012 is Rs. 23.34 crores. The project is expected to be
completed in December, 2014.
Frangipani, Pudupakkam
Construction of Residential Building at Pudupakkam inside Siruseri IT
park, Chennai, for building 2,79,760 sft. for M/s. Arihant Foundations
& Housing Ltd. The value of the order is Rs. 22.26 crores and an
additional work of Rs. 2.6 crores has been awarded. The value of the
work completed is Rs. 14.92 crores.
Sundara Kanda Residential Building at Medavakkam, Chennai
Revised Value of the project is Rs. 8.00 crores from M/s. Vishranthi
Homes Pvt. Ltd., Chennai for construction of Residential Building at
Medavakkam, Chennai. Work completed value is about Rs. 7.00 crores and
entire project is expected to be completed in September, 2012.
Meeting House, Bangalore
Value of the project is Rs. 15.00 crores from M/s. Indian Society of
Church of Latter day Saints. Work completed value is about Rs. 6.61
crores and entire project is expected to be completed in October, 2012.
The architects for the project are M/s. Sundara Sundaram Architects,
Coimbatore.
Further orders for construction of Service centre Building in the same
premises have been received for Rs. 14 crores and work is in progress.
Projects completed during the year 2011-12 and location of the
projects: (1) Crescent, Kelambakkam, Chennai (2) Township Project,
Tuticorin (3) Panache, Chennai, and (4) Jashn, Chennai.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
ended 31st March, 2012.
DIRECTORS
There were no changes in the composition of the Board for the financial
year ended 31st March, 2012
Sri K.Akmaluddin Sheriff and Sri E.Bhaskar Rao, Directors retires by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for reappointment.
Brief resume of the Directors proposed to be appointed and reappointed,
nature of their experience in specific functional areas are provided in
the Corporate Governance Report.
Your Directors recommend the reappointment of Sri K. Akmaluddin
Sheriff, and Sri E.Bhaskar Rao as Directors at the ensuing Annual
General Meeting.
Sri Suresh Challa and Sri S.Suryanarayana were retired at the previous
annual general meeting.
AUDITORS AND AUDITORS' REPORT
M/s. Karvy & Co., Chartered Accountants, Hyderabad, the Company's
Statutory Auditors retire at the conclusion of the ensuing Annual
General Meeting. They have signified their willingness to be
re-appointed and have further confirmed their eligibility u/s 224(1B)
of the Companies Act, 1956. The Auditors' Report to the shareholders
does not contain any qualification or adverse remarks which require any
clarification or explanation.
SUBSIDIARY COMPANIES
As on 31st March, 2012, your Company has 8 subsidiaries i.e.,
(1) Kollur Residential Project Private Limited, (2) SSPDL Infra
Projects India Private Limited, (3) SSPDL Matrix Towers Private
Limited, (4) SSPDL Resorts Private Limited, (5) SSPDL Realty India
Private Limited, (6) SSPDL Real Estates India Private Limited, (7)
SSPDL Almoayyed Projects Private Limited and (8) SSPDL Interserve
Private Limited. There has been no material change in the nature of the
business of the subsidiaries.
Your Company has decided to close the non operative subsidiary
companies namely (1) Kollur Residential Project Private Limited,
(2) SSPDL Matrix Towers Private Limited and (3) SSPDL Almoayyed
Projects Private Limited. Accordingly, Company has submitted the
necessary applications as per section 560 of the Companies Act, 1956
under Fast Tract Exit (FTE) mode for striking off the names of the
above three companies.
Considering the application submitted by SSPDL Almoayyed Projects
Private Limited, the Registrar of Companies, Tamil Nadu has given
approval under section 560(5) of the Companies Act, 1956 and issued a
notice stating that the name of SSPDL Almoayyed Projects Private
Limited has been struck off from the Register and the said Company is
dissolved. However, the status of application submitted by Kollur
Residential Project Private Limited and SSPDL Matrix Towers Private
Limited are under process with the Registrar of Companies, Andhra
Pradesh.
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors' Report, Balance Sheet and Profit and Loss Account
of our subsidiaries to our annual report. The Ministry of Corporate
Affairs, Government of India vide its circular no.2/ 2011 dated 8
February 2011 has provided an exemption to companies from attaching the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies with the Annual Report of the parent Company,
provided such companies publish the audited consolidated financial
statements in the annual report, etc. Accordingly, the Company has
availed the exemption from attaching the accounts of the subsidiary
companies and the annual report 2011-12 does not contain the financial
statements of our subsidiaries. A Statement containing brief financial
details of the subsidiary companies for the financial year ended March
31, 2012 is annexed.
Upon a request is received, the audited annual accounts of the
subsidiary companies and the related detailed information will be made
available to shareholders of the company seeking such information at
any point of time. The annual accounts of the subsidiary companies
shall also be kept for inspection during business hours by any
shareholders in the registered office of the company and same will be
kept on the company's website i.e., www.sspdl.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated financial statements presented by the Company
are prepared in accordance with the Accounting Standard AS-21 on
consolidated financial statements read with Accounting Standard AS-23
on Accounting for Investments in Associates, Listing Agreement as
prescribed by the Securities and Exchange Board of India.
INSURANCE
The properties and insurable interest of the Company, wherever
considered necessary and to the extent required have been adequately
insured.
DEPOSITS
Your Company has not invited or accepted any fixed deposits and hence
no amount of principal or interest was outstanding as on the date of
the Balance Sheet.
CORPORATE GOVERNANCE CODE
A separate section on Corporate Governance with a detailed compliance
report thereto is given which forms part of the annual report. The
Auditor's Certificate with regard to the compliance with the Corporate
Governance code as required under clause 49 of the listing agreement is
also enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis is enclosed as
an annexure to the Director's Report.
SHARES PLEDGED BY THE PROMOTERS/DIRECTORS
The pledge created on the Equity Shares of the Company held by Sri
Prakash Challa, Managing Director and Sri Suresh Challa, Director of
the Company is released during the year 2011-12.
On 13.06.2011 Sri E.Bhaskar Rao, Director of the Company has created
pledge on the shares of the company held by him in favour of State Bank
of India, Hospet, Karnataka for availing loan for business purposes.
The details of the shares pledged by promoter and directors of the
company are mentioned below:
Sl.
No. Name of the
Director No. of Shares on which pledge created
1 E.Bhaskar Rao 1,50,000
Total 1,50,000
INFORMATION UNDER SECTION 217(1)(e)
Information required to be furnished under The Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988, is
furnished below:
A. CONSERVATION OF ENERGY
: Even though the Company's activity is Real Estate, Property
Development and Civil Construction which are not power-intensive, the
Company is making every effort to conserve the usage of power.
B. TECHNOLOGY ABSORPTION : NIL
1. Remuneration comprises of Salary, Bonus, and Companies contribution
to PF, as eligible.
2. Sri. Prakash Challa is a relative of Sri Suresh Challa, Director as
per the definition of "relative" under the Companies Act, 1956.
3. Nature of employment: Sri Prakash Challa appointment is as per
provisions of the Companies Act, 1956.
4. Sri Prakash Challa holds 2% or more of the paid up equity share
capital of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Directors confirm that:
1. In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
2. Appropriate accounting policies have been applied consistently.
Judgments and estimates, which are reasonable and prudent, have been
made so far as to give a true and fair view of the state of affairs of
the Company as at the end of the Financial Year and of the loss of the
Company for the period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
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
Place : Hyderabad PRAKASH CHALLA E.BHASKAR RAO
Date : 07.08.2012 MANAGING DIRECTOR DIRECTOR
Mar 31, 2011
The Members
The Directors have pleasure in presenting the Seventeenth Annual
Report on the business and operations of the Company together with the
Audited Financial Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
The financial highlights for the current year in comparison to the
previous year are as under.
(Rs. in Lakhs)
PARTICULARS 2010-2011 2009-2010
Total Income 4,638.18 5,024.51
Less: Operating Expenses 3,231.07 4,735.88
Gross Profit/(Loss) before 1,407.11 288.63
Depreciation and Interest
Less: Depreciation 19.96 31.73
Interest & Finance Charges 443.43 689.74
Profit/(Loss) before Tax 943.72 (432.84)
Less: Provision for Tax 333.32 (168.76)
Profit/(Loss) after Tax 610.40 (264.08)
Balance of Profit brought forward 2,410.77 2,674.85
Profit available for appropriation 3,021.18 2,410.77
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 3,021.18 2,410.77
BUSINESS OVERVIEW
The total income of your Company for the year under review is Rs.
4,638.18 lakhs as compared to Rs. 5,024.51 lakhs for the previous year
ended 31st March, 2010. Profit/(Loss) after tax was Rs. 610.40 lakhs as
against Rs. (264.08) lakhs in the previous year.
Various projects undertaken by the Company are under different stages
of execution, and the performance of the Company during the current
year i.e., 2011-12 is expected to be in accordance with Company's
plans.
PROPERTY DEVELOPMENT PROJECTS
CHENNAI
Alpha City Project
The construction of this 4,77,000 Sft IT Park has been completed in
2007 and software majors like IBM are Tenants in this building. This
building was nominated by CNBC AWAZ for best Commercial Building in
2008. During the year under review an extent of Rs. 20.52 Crores has
been recovered from Alpha City IT park.
Matrix Towers
The construction of this 1,40,000 Sft IT Park is almost completed. Due
to slump in IT space the state of the project has not changed and
Company is exploring the market for sale/lease of the balance unsold
space of about 8,500 Sft.
NOVOTEL/IBIS Hotels at the Promenade
This project was originally conceived for doing a Shopping Mall and
Commercial Buildings on a Joint Venture basis with the Land Owners.
Total area planned was 1.2 Million Sft. This project is being executed
under the SPV, SSPDL infrastructure Developers (P) Ltd partnering with
M/s. Innovative India Realty Opportunity Fund Ltd., Cyprus.
However, as the commercial markets got hit, Company has reduced its
scope of development to the Novotel & IBIS Hotels only.
The requisite sanctions have been received and the work has commenced
and slated to complete by July, 2012. The Construction is being
executed by your subsidiary Company M/s. SSPDL Interserve Private
Limited (SIPL).
Green Acres
The Company had originally entered into a Joint Venture Agreement with
land owners for developing 8.11 acres of land into residential
apartments aggregating to 1.2 Million Sft. The land is situated at
Kazhipattur Village in Old Mahabalipuram Road (IT Highway),
Kancheepuram District.
Considering the market scenario the Company has renegotiated with the
Land Owners for enhanced sharing ratio for us. Also, Company has
identified an investor for doing the project jointly. For this purpose
Company incorporated a new SPV on 10.06.2011 in the name of "SSPDL
Green Acres LLP" with sharing of 36:64 respectively by the Company and
the investor.
The built up area is around 8.81 lakhs sft. and SSPDL Green Acres LLP
share will be 5.66 lakh sft. The development will mostly be residential
with some commercial area of value Rs. 200 Crores for development in a
period September 2012-December 2015.
SSPDL Crescent
A Residential Premium Apartments project on a 1.12 Ac plot of land
situated at Keelambakkam on Vandalur Road, Off the IT Express Highway,
Chennai. Out of total 53 Apartments to our Company's share, Company has
sold all apartments of its share.
The construction work is being done by SIPL on cost plus profit basis
with effect from 7th July 2010. Construction work is almost completed
and the project is expected to be handed over by September, 2011.
SSPDL Lakewood Enclave/ Mayfair Apartments
A Residential Villa / Apartment project is on a 3.89 Ac plot of land
situated at Thalambur Village of Old Mahabalipuram, (IT Express
Highway), Chennai. The construction work is being done by SSPDL
Interserve Private Limited.
This project is being done in phases. 1st Phase consists of 32 Villas
and 2nd phase is 76 apartments i.e., Mayfair Apartments. Layout
sanction and planning permissions are received. We are developing
Lakewood/Mayfair as Gold rated Green Building.
We have sold 56% of our share of villas and some of the flats have been
booked in Company's share in apartment. Considering the need to reduce
the Carbon foot print, we have decided to go in for Green Building
Certification to achieve Gold rating for the two Projects.
HYDERABAD
The Retreat
The Retreat is envisaged as a 90 acre township project located close
to the outer ring road at Kollur/Osman Nagar. Plans are being worked
out for affordable independent homes market catering to the mid market
segment. Due to the continuing adverse market conditions, this project
is still in the planning phase, however, the Company is exploring
various options for developing the township including strategic
alliances with third parties.
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.
Considering the market conditions Company is evaluating the project and
planning for affordable homes also.
KERALA
The Retreat
The Company has acquired about 300 acres through itself and its
subsidiaries, a Cardamom plantation land at Kallar Valley, Idukki
District, Kerala. The Company is planning to use the SPV's for
operating a) Villa Development, b) Jungle Resort Development and c)
Jungle and Plantation Development.
Plots have been demarcated for sale. Preliminary work with regard to
roads has been completed. After receiving the necessary approvals from
the authorities plots will be registered in favour of the buyers.
Applications are submitted for obtaining the permission for
construction of villas. This project is slated for commencement in 1st
Quarter of 2012.
Considering the Kerala Budget 2011 Company is evaluating different
strategies to make it more attractive to the customers.
CONSTRUCTION BUSINESS:
Members are aware that, as part of the restructuring exercise, Company
has incorporated a Subsidiary Company i.e., SSPDL Interserve Private
Limited (SIPL) for carrying on the Construction Business. During the
year under review, M/s. Interserve Plc., UK based Construction and
allied services company has invested in SIPL through its group company.
After investment made by the M/s. Interserve Holding Limited our
Company is holding 51% and Interserve is holding 49% equity in SIPL.
KPCL Project, Raichur
The Company has been awarded a contract for constructing the compound
wall for Karnataka Power Corporation Limited for their thermal plant at
Raichur of value Rs. 5.60 Crores. The construction work is already
completed and handed over.
National Police Academy, Hyderabad
The Company was awarded a contract for the construction of prefab
structure for executive housing at the National Police
Academy in Hyderabad for a value of Rs. 2.10 Crores. The construction
work is already completed and handed over
ECIL Project, Hyderabad
The Company was awarded two contracts for the construction of lab
buildings at ECIL in Hyderabad for a value of Rs. 6.5 Crores. The
completion of construction work is delayed due to design changes and
other factors. However, the construction work is completed.
CONSTRUCTION CONTRACTS EXECUTED BY SIPL
Crescent, Chennai
This project is located at Kelambakkam, Chennai. This is an apartment
project with total area of about 87,000 Sft. The job is awarded by
SSPDL Limited for a total value of Rs. 9.3 Crores and the expected
completion is in September 2011.
Lakewood Enclave, Chennai
A Residential Villa / Apartment project situated at Thalambur Village
of Old Mahabalipuram, (IT Express Highway), Chennai. The total work
value is Rs. 28 Crores for an area of about 1,57,000 Sft and the
expected completion is in December 2012. This project is for SSPDL
Limited.
Novotel/IBIS Hotels, Chennai
A Hotel construction project was awarded by SSPDL Infrastructure
Developers Pvt Ltd. The total value of the work is Rs. 30 Crores.
Construction work is under progress and expected to be completed in
June, 2012.
Township at Tuticorin Project
Construction contracting work from Vishnudeep Projects, to construct a
township for M/s. Sterlite Industries at Tuticorin. The value of the
project is Rs. 14.00 crores and work completed value is Rs. 13.00
crores and the balance work is expected to complete in the month of
September, 2011.
Panache, Chennai
A Villa project on Old Mahabalipuram Road (OMR), Chennai from Olympia
Infratech for a value of Rs. 6.50 Crores and work completed value is
Rs. 1.70 crores. The expected completion is revised to October, 2011.
The Retreat, Bangalore
A high end Villa project with an area of about 6,00,000 Sft and the
work is awarded by Sri Satya Sai Constructions for a total value of Rs.
115 Crores. Constructions work is in progress and work completed as on
July 31st, 2011 is Rs. 12.30 Crores. The project is expected to be
completed in June 2013.
Frangipani, Pudupakkam
Construction of Residential Building at Pudupakkam inside Siruseri IT
park, Chennai, for building 2,79,760 sft. for M/s. Arihant Foundations
& Housing Ltd. The value of the order is Rs. 22.26 crores, and Value of
the work completed Rs. 4.00 crores.
Jashn, Commercial and Residential Building
Construction of Commercial cum residential building at Marshall Road,
Egmore, Chennai, for M/s. Arihant Foundations & Housing Ltd., Work
scope has been reduced and total work is completed.
Residential Building at Medavakkam, Chennai
Value of the project is Rs. 10.00 Crores from M/s. Vishranthi Homes
Pvt. Ltd., Chennai for construction of Residential Building at
Medavakkam, Chennai. Work completed value is about Rs. 2.50 crores and
entire project is expected to be completed in December, 2011.
Meeting House, Bangalore
Value of the project is Rs. 15.00 Crores from M/s. Church of Latter day
saints Architects for construction of Meeting House at Bangalore. Work
completed value is about Rs. 3.60 crores and entire project is expected
to be completed in June, 2012. The architects for the project are M/s.
Sundara Sundaram Architects, Coimbatore.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
ended 31st March, 2011.
DIRECTORS
Sri Suresh Challa, and Sri S.Suryanarayana Directors retires by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for reappointment.
Brief resume of the Directors proposed to be appointed and reappointed,
nature of their experience in specific functional areas are provided in
the Corporate Governance Report.
AUDITORS AND AUDITORS' REPORT
M/s. Karvy & Co., Chartered Accountants, Hyderabad, the Company's
Statutory Auditors retire at the conclusion of the ensuing Annual
General Meeting. They have signified their willingness to be
re-appointed and have further confirmed their eligibility u/s 224(1B)
of the Companies Act, 1956. The Auditors' Report to the shareholders
does not contain any qualification or adverse remarks which require any
clarification or explanation.
SUBSIDIARY COMPANIES
As on 31st March, 2011, your Company has 8 subsidiaries i.e., (1)
Kollur Residential Project Private Limited, (2) SSPDL Infra Projects
India Private Limited, (3) SSPDL Matrix Towers Private Limited, (4)
SSPDL Resorts Private Limited, (5) SSPDL Realty India Private Limited,
(6) SSPDL Real Estates India Private Limited, (7) SSPDL Almoayyed
Projects Private Limited, and (8) SSPDL Interserve Private Limited.
There has been no material change in the nature of the business of the
subsidiaries. During the year, your company has incorporated on
26.05.2010 a wholly owned subsidiary company i.e., SSPDL Interserve
Private Limited, to carry on the Construction Business and it has
ceased to be a wholly owned subsidiary of the Company during the year
under review.
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors' Report, Balance Sheet and Profit and Loss Account
of our subsidiaries to our annual report. The Ministry of Corporate
Affairs, Government of India vide its circular no. 2/2011 dated 8
February 2011 has provided an exemption to companies from attaching the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies with the Annual Report of the parent Company,
provided such companies publish the audited consolidated financial
statements in the annual report, etc. Accordingly, the Company has
availed the exemption from attaching the accounts of the subsidiary
companies and the annual report 2010-11 does not contain the financial
statements of our subsidiaries. A Statement containing brief financial
details of the subsidiary companies for the financial year ended March
31, 2011 is annexed.
Upon a request is received, the audited annual accounts of the
subsidiary companies and the related detailed information will be made
available to shareholders of the holding and subsidiary companies
seeking such information at any point of time. The annual accounts of
the subsidiary companies shall also be kept for inspection during
business hours by any shareholders in the registered office of the
company and same will be kept on the company's website i.e.,
www.sspdl.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated financial statements presented by the Company
are prepared in accordance with the Accounting Standard AS-21 on
Consolidated financial statements read with Accounting Standard AS-23
on Accounting for Investments in Associates, Listing Agrement as
prescribed by the Securities and Exchange Board of India.
INSURANCE
The properties and insurable interest of the Company, wherever
considered necessary and to the extent required have been adequately
insured.
DEPOSITS
Your Company has not invited or accepted any fixed deposits and hence
no amount of principal or interest was outstanding as on the date of
the Balance Sheet.
CORPORATE GOVERNANCE CODE
A separate section on Corporate Governance with a detailed compliance
report thereto is given which forms part of the annual report. The
Auditor's Certificate with regard to the compliance with the Corporate
Governance code as required under clause 49 of the listing agreement is
also enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis is enclosed as
an annexure to the Director's Report.
SHARES PLEDGED BY THE PROMOTERS/DIRECTORS
During the year 2008-09, Sri Prakash Challa, Managing Director and Sri
Suresh Challa, Directors of the Company have created pledge on the
shares of the company held by them. Further, on 13.06.2011 Sri
E.Bhaskar Rao, Director of the Company has created pledge on the shares
of the company held by him. Details of the shares pledged by promoter
and directors of the company are mentioned below:
Sl.
No. Name of the Director No. of Shares on which
pledge created
1 Prakash Challa 19,39,390
2 Suresh Challa 6,46,460
3 E.Bhaskar Rao 1,50,000
Total 27,35,850
Sri Prakash Challa and Sri Suresh Challa on their shares is offered as
collateral security, for availing loan by the Company from State Bank
of India, Industrial Finance Branch, Chennai. On repaying the loan for
which shares have been offered as security, the bank has given no
objection certificate for removing the pledge. The process of removing
pledge on shares of on Sri Prakash Challa and Sri Suresh Challa has
been started and once it is removed same will be informed.
Sri E.Bhaskar Rao has offered pledge on shares of the company in favour
of State Bank of India, Hospet, Karnataka for availing loan for
business purposes.
INFORMATION UNDER SECTION 217(1)(e)
Information required to be furnished under The Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988, is
furnished below:
A. CONSERVATION OF ENERGY : Even though the Company's activity is
Civil Construction Which is not power-intensive, the Company is making
every effort to conserve the usage of power.
B. TECHNOLOGY ABSORPTION : NIL
C. FOREIGN EXCHANGE EARNINGS : NIL
FOREIGN EXCHANGE OUTGO : Rs. 1,28,051/-
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A)
As per the provisions of Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the particulars are
Sl. Name Age Designation Remuneration Qualification
No. (Yrs)
1. Prakash Challa 58 Managing Rs. 37.30
Lakhs M.Sc and CIIAB
Director
2. K.M.Satish* 50 Vice Rs. 8.41
Lakhs B.Tech (Civil)
President
Sl. Name
No. Experience Date of Previous Nature of
(Yrs) Joining Employment Duties
1. Prakash Challa 34 Years From
Date of Andhra Bank As per the
Incorpor
-ation provisions of
the Companies
Act, 1956
2. K.M.Satish* 27 Years 11.04.2007 Consulting Managing the
(Self) Projects
1. Remuneration comprises of Salary, Bonus, and Companies contribution
to PF, as eligible.
2. Sri. Prakash Challa is a relative of Sri Suresh Challa, Director as
per the definition of "relative" under the Companies Act, 1956. Sri
K.M.Satish is not a relative of any director of the Company.
3. Nature of employment : Sri Prakash Challa appointment is as per
provisions of the Companies Act, 1956 and Sri K.M.Satish is a regular
employee of the Company.
4. *Sri K.M.Satish was employed only for the part of the year i.e.,
resigned on 07.07.2010.
5. Only Sri Prakash Challa holds 2% or more of the paid up equity
share capital of the Company.
6. The remuneration ceiling for above disclosure has been revised to
Rs. 60 lacs per annum / Rs. 5 lacs per month vide notification of the
Ministry of Corporate Affairs, published in Gazette of India vide GSR
No. GSR 289(E) on 31st March, 2011.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Directors confirm that:
1. In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
2. Appropriate accounting policies have been applied consistently.
Judgments and estimates, which are reasonable and prudent, have been
made so far as to give a true and fair view of the state of affairs of
the Company as at the end of the Financial Year and of the profit of
the Company for the period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation to the
Shareholders, Investors, Financial Institutions, Banks, Suppliers,
Government and Semi-Government agencies for their continued assistance
and co-operation extended to the Company and also wishes to place on
record their appreciation of employees for their hard work, dedication
and commitment.
For and on behalf of the Board of Directors
PRAKASH CHALLA E.BHASKAR RAO
MANAGING DIRECTOR DIRECTOR
Place : Hyderabad
Date : 13.08.2011
Mar 31, 2010
The Directors have pleasure in presenting the Sixteenth Annual Report
on the business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
The financial highlights for the current year in comparison to the
previous year are as under.
(Rupees in Lakhs)
PARTICULARS 2009-2010 2008-2009
Total Income 5024.51 4490.54
Less: Operating Expenses 4735.88 4331.27
Gross Profit/(Loss) before
Depreciation and Interest 288.63 159.27
Less: Depreciation 31.73 28.72
Interest & Finance Charges 689.74 749.34
Profit / (Loss) before Tax (432.84) (618.79)
Less: Provision for Tax - 3.78
Provision for Deferred Tax - Charge
/ (Release) (168.76) (165.19)
Add: Excess Income Tax Provision - (537.57)
made in earlier years written back
Profit / (Loss) after Tax (264.08) 80.19
Balance of Profit brought forward 2674.85 2594.66
Profit available for appropriation 2410.77 2674.85
APPROPRIATIONS
Proposed Dividend - -
Tax on proposed dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 2410.77 2674.85
BUSINESS OVERVIEW
The total income of your Company for the year under review is
Rs.5,024.51 lakhs as compared to Rs.4,490.54 lakhs for the previous
year ended 31st March, 2009. Profit/(Loss) after tax was (Rs.264.08)
lakhs as against Rs.80.19 lakhs in the previous year.
Various projects undertaken by the Company are under different stages
of execution, and the performance of the Company during the current
year i.e., 2010-11 is expected to be in accordance with Companys
plans.
Construction Business of the Company:
Company has incorporated a wholly Owned Subsidiary Company i.e., SSPDL
Interserve Private Limited (SIPL). As part of the restructuring
exercise, your Company has proposed to carry on the Construction
Business of the Company through a Subsidiary Company. In this regard
shareholders of the Company have accorded their approval on 02.07.2010
as per the provisions of
Section 293 (1)(a) and other applicable provisions of the Companies
Act, 1956.
With the permission of the shareholders of the Company, the Assets
relating to Construction Business were sold to the Subsidiary SIPL.
Your Company has also executed the necessary agreements, in the best
interest of the Company, not to compete with the newly incorporated
subsidiary company in the States of Andhra Pradesh, Tamil Nadu,
Karnataka and Kerala.
The Management of the Company has negotiated with M/s. Interserve Plc.,
a major UK based Construction and allied services Company with a
turnover of approx Rs.14000 Crores for the year ending 31 December
2009, for carrying on the construction business along with them. After
due deliberations, the negotiations have succeeded and Interserve have
agreed to invest in our subsidiary company.
The Management of the Company is of the view that the new Company will
do well and contribute immensely to the growth of the Company. In the
new Company SSPDL will hold 51% equity and Interserve Holdings Limited,
the investment company of Interserve Plc 49%. The new companys object
is to operate as a premier Building and Civil Engineering Contractor
including infrastructure space.
Interserve Plc is a FTSE 250 support services and construction company
operating in the public and private sectors in the UK and
internationally. It has revenue of ã1.9 billion and a workforce of
50,000 people worldwide. The Group works in and around many types of
buildings and infrastructure such as hospitals, schools, offices,
shopping centres, airports, prisons, industrial plants, bridges,
waterworks and roads.
Interserve Project Services Limited (IPSL) is the construction division
of Interserve Plc and over recent years, has considered a number of
investment opportunities in India. However in August 2008, the company
commissioned the UKTI to prepare an Overseas Market Introduction
Service (OMIS) Report to identify Indian construction companies
interested in a long-term collaborative arrangement. The British High
Commission in Chennai produced a Report in the autumn of 2008 and
twelve of the most suitable and compatible companies were short-listed
for review. All were visited and assessed to ascertain capability and
operational compatibility with IPSL. SSPDL Limited was selected on the
basis that the company was deemed to provide better and more varied
long-term opportunities for Interserve.
The company will continue to execute construction works for SSPDL
Limited on a preferred contractor basis; to undertake specific projects
for SPVs where SSPDL Limited has an interest; and to target selected
construction opportunities with respected external clients,
particularly international companies/inward investors in the high tech,
manufacturing and sectors in which Interserve operates in other
countries, such as health, education, defence, water, power, transport,
ports, IT and food production.
It is the intention to develop SIPL at steady but manageable levels
during its formative years, growing the new business at between 25% to
30% year-on-year with the close support and guidance of Interserve
Project Services Limited. A great strength to the new company is being
affiliated to a UK organisation and being able.
To call upon its resource and expertise. We believe this UK connection
will be important to clients and provide them with a high degree of
comfort during every stage of a project.
This investment is the culmination of a long quest and they are
delighted to be associated with SSPDL Limited - now the real challenge
of making it work is about to begin
PROPERTY DEVELOPMENT PROJECTS
CHENNAI
Alpha City Project
The construction of this 4,77,000 Sft IT Park has been completed in
2007 and software majors like IBM are Tenants in this building. This
building was nominated by CNBC AWAZ for best Commercial Building in
2008.
Matrix Towers
The construction of this 1,40,000 Sft IT Park is almost completed and
Company is exploring the market for sale/lease of the balance unsold
space of about 8,500 Sft. It is hopeful of closing by December 31,
2010.
Montieth Road Property
The land owners decided to sell the land and requested the Company to
release the Companys development rights. Upon the request of the land
owner, Company has relinquished its future development rights and
received substantial compensation besides the cost of expenses
incurred.
The Promenade
This project was originally conceived for doing a Shopping Mall and
Commercial Buildings on a Joint Venture basis with the Land Owners.
Total area planned was 1.2 Million Sft.
This project is being executed under the SPV, SSPDL infrastructure
Developers (P) Ltd partnering with M/s. Innovative India Realty
Opportunity Fund Ltd., Cyprus.
In 2008 a pre sale of about 2,00,000 Sft was done with M/s. Accor
Hotels Group and substantial Advance received. However as the
commercial market got hit SSPDL along with the SPV partners decided to
renegotiate with the Land Owners and we reduced the scope of
development to just the Novotel & IBIS Hotels totally derisking our
investments.
The requisite sanctions are expected towards December 2010 and work to
commence in January 2011 and to complete by July 2012.
The Construction Contract will be executed by your subsidiary Company
M/s. SIPL.
Green Acres
The Company had entered into a Joint Venture Agreement with land owners
for developing 7.20 acres of land into residential apartments
aggregating to 1.2 Million Sft. The land is situated at Kazhipattur
Village in Old Mahabalipuram Road (IT Highway), Kancheepuram District.
Due to the current market scenario the Company is renegotiating with
the Land Owners for enhanced sharing ratio for us. The Project will be
taken up in 2011 - 2012.
SSPDL Crescent
A Residential Premium Apartments project on a 1.12 Ac plot of land
situated at Keelambakkam on Vandalur Road, Off the IT Express Highway,
Chennai.
The Company has received all the necessary approvals. Construction has
commenced.
Out of total 53 Apartments to our Companys share, Company has sold 48
apartments of value of Rs. 11.67 Crores.
Project is expected to be completed by April 2011 for delivery.
SSPDL Lakewood Enclave
A Residential Villa / Apartment project is proposed on a 3.89 Ac plot
of land situated at Thalambur Village of Old Mahabalipuram, (IT Express
Highway), Chennai. This project is being done in phases.
Ist Phase consists of 32 Villas which was launched recently with the
receipt of all approvals. We have sold 40% of our share. Value of
villas sold as of now is Rs. 10 Crores.
In the IInd Phase 76 apartments are planned and proposed to take up
April 2011. The last phase planned delivering in December 2011.
HYDERABAD
SSPDL Avion
SSPDL Avion is a 26 acre layout located next to the new International
Airport, in Shamshabad, Hyderabad. Located at Mamidipally village, this
upscale layout features 140 plots varying in size from 300 yards to
1500 yards. All site development works have been completed and final
approval from HADA is received and the project is completed and
delivered.
The Retreat
The Retreat is envisaged as a 90+ acre township project located close
to the outer ring road at Kollur/Osman Nagar. Plans are being worked
out for affordable independent homes market catering to the mid market
segment. Due to the current adverse market conditions, this project is
still in the planning phase, however, the Company is exploring various
options for developing the township including strategic alliances with
third parties.
SSPDL Northwoods
SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs have
acquired 42 acres in Gundlapochampally village, Hyderabad to develop a
gated residential villa community "SSPDL Northwoods". Mutation of the
land is completed and land conversion process is under way. The project
planning is in progress.
BANGALORE
The Retreat
The Construction contracting work come to an end with several villas
nearing completion while the works relating to the club house, model
villa and other related developments have been completed. However, the
contract has since been terminated in July 2010.
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. This project is slated for commencement in 2nd
half of 2011.
CONSTRUCTION CONTRACTS
Chennai Central
A shopping mall project at Nungambakkam High Road, Chennai. The
planning process is in final stages and on receipt of planning
permission construction work will commence. The land owner of the
project i.e., M/s. Anchor Malls Pvt. Ltd. is planning to give out the
project as Joint Development. Company is pursuing to get the
construction work.
TCG IT Park, Chennai
This Project has been shelved by the client on account of slump in IT
business. We have since received all dues for the works executed.
Warehouse for SAIL, Vizag
The Company was awarded contract for providing infrastructure and other
works for Steel Authority of India Limited (SAIL). The work has been
completed and building is handed over to SAIL. Total value of work
executed is Rs. 5.20 Crores.
NBCC, Kushaiguda, Hyderabad
An Exhibition Centre for National Small Industries Corporation, New
Delhi was commissioned by NBCC and our company was awarded the work of
value Rs. 24.75 Crores. The entire work of 1,50,000 Sft was completed
and handed over to the client in January 2010.
Tuticorin Project
The Company was awarded a construction contract aggregating to Rs 21
Crores from M/s. Vishnudeep Projects and Properties Pvt. Ltd.,
Visakhapatnam for construction of 2.20 lakh sq feet of residential
buildings at Tuticorin. This project was terminated after completing 6
Crores value of work.
During the year, your Company has secured the following contracts in
the Hyderabad region.
KPCL Project, Raichur
The Company has been awarded a contract for constructing the compound
wall for Karnataka Power Corporation Limited for their thermal plant at
Raichur of value Rs. 5.60 Crores. The construction work is already
started and the project is expected to be completed around second
quarter, 2011.
National Police Academy, Hyderabad
The Company was awarded a contract for the construction of prefab
structure for executive housing at the National Police Academy in
Hyderabad for a value of Rs. 2.10 Crores. The construction work is
under full swing and is expected to be completed in the third quarter
of 2010.
ECIL Project, Hyderabad
The Company was awarded two contracts for the construction of lab
buildings at ECIL in Hyderabad for a value of Rs. 6.5 Crores. The
construction work is nearing completion and both the buildings are
expected to be handed over in the third quarter of 2010.
Contracts Awarded / Being Executed by SSPDL Interserve Private Limited.
Crescent, Chennai
This project is located at Kelambakkam, Chennai. This is an apartment
project with total area of about 87,000 Sft. The job is awarded by
SSPDL Limited for a total value of Rs. 9.3 Crores and the expected
completion is in April 2011.
Lakewood Enclave, Chennai
A Residential Villa / Apartment project situated at Thalambur Village
of Old Mahabalipuram, (IT Express Highway), Chennai. The total work
value is Rs. 28 Crores for an area of about 1,57,000 Sft and the
expected completion is in June 2012. This project is for SSPDL Limited.
The Retreat, Bangalore
A high end Villa project with an area of about 6,00,000 Sft and the
work is awarded by Sri Satya Sai Constructions for a total value of
Rs.115 Crores and the expected completion is in June 2013.
Panache, Chennai
A Villa project on Old Mahabalipuram Road (OMR), Chennai from Olympia
Infratech for a value of Rs. 6.5 Crores and the expected completion is
in February 2011.
Township, Tuticorin
An apartment project from Vishudeep Projects to construct a township
for M/s. Sterlite Industries of an area of about 2,20,000 Sft for the
value of Rs. 15 Crores and the expected completion time is in January
2011.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
ended 31st March, 2010.
DIRECTORS
Sri E.Bhaskar Rao, Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers themselves for reappointment.
During the year under review Sri B.Lokanath has joined as an Additional
Director of the Company on 31.03.2010 and Company has received a notice
from a member signifying his intention to propose Sri. B.Lokanath for
the office of Director at the forthcoming Annual General Meeting.
Brief resume of the Directors proposed to be appointed and re-
appointed, nature of their experience in specific functional areas are
provided in the Corporate Governance Report.
AUDITORS AND AUDITORS REPORT
M/s. Karvy & Co., Chartered Accountants, Hyderabad, the Companys
Statutory Auditors retire at the conclusion of the ensuing Annual
General Meeting. They have signified their willingness to be
re-appointed and have further confirmed their eligibility u/s 224(1B)
of the Companies Act, 1956.
The Auditors Report to the shareholders does not contain any
qualification or adverse remarks which require any clarification or
explanation.
SUBSIDIARY COMPANIES
As on 31st March, 2010, your Company had 7 subsidiaries. There has been
no material change in the nature of the business of the subsidiaries. A
Statement pursuant to Section 212 of the Companies Act, 1956 containing
the details of subsidiaries of the Company, forms part of the Annual
Report.
In terms of the approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, vide its letter bearing
number 47/385/2010- CL-III dated 23.04.2010 the copies of the Balance
Sheet, Profit and Loss Account, Reports of the Board of Directors and
the Auditors of the Subsidiary Companies for the year ended March 31,
2010 are not attached to the Balance Sheet of the Company. The Company
will make available at any point of time the annual accounts and other
related detailed information of the following subsidiaries upon request
by any member / investor of the Company and Subsidiary Companies:
1. Kollur Residential Project Private Limited
2. SSPDL Infra Projects India Private Limited
3. SSPDL Matrix Towers Private Limited
4. SSPDL Resorts Private Limited
5. SSPDL Realty India Private Limited
6. SSPDL Real Estates India Private Limited
7. SSPDL Almoayyed Projects Private Limited
Further, the annual accounts of the subsidiary companies will also be
kept for inspection by any member / investor at the Companys
Registered Office. And a hard copy of accounts of subsidiaries will be
furnished to any shareholder upon request received. Also, the details
of the Accounts of individual subsidiary companies will be kept on the
companys website i.e., www.sspdl.com. The Company has presented the
Audited Consolidated Financial Statements and the same have been
prepared in compliance with the Accounting Standard AS-21 issued by the
Institute of Chartered Accountants of India (ICAI).
Incorporation of wholly owned new subsidiary company SSPDL Interserve
Private Limited
Your company has incorporated a wholly Owned Subsidiary company i.e.,
SSPDL Interserve Private Limited on 26.05.2010, to carry on the
Construction Business of the Company.
INSURANCE
The properties and insurable interest of the Company, wherever
considered necessary and to the extent required have been adequately
insured.
DEPOSITS
Your Company has not invited or accepted any fixed deposits and hence
no amount of principal or interest was outstanding as on the date of
the Balance Sheet.
CORPORATE GOVERNANCE CODE
A separate section on Corporate Governance with a detailed compliance
report thereto is given which forms part of the annual report. The
Auditors Certificate with regard to the compliance with the Corporate
Governance code as required under clause 49 of the listing agreement is
also enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis is enclosed as
an annexure to the Directors Report.
SHARES PLEDGED BY THE PROMOTERS/DIRECTORS
During the year 2008-09, Sri Prakash Challa, Managing Director and Sri
Suresh Challa, Director of the Company have created pledge on the
shares of the company held by them. Details are mentioned below:
Sl.No. Name of the No. of Shares on which
Director pledge created
1 Prakash Challa 19,39,390
2 Suresh Challa 6,46,460
Total 25,85,850
The pledge on their shares is offered as collateral security, for
availing loan by the Company from State Bank of India, Industrial
Finance Branch, Chennai.
REMUNERATION TO THE MANAGING DIRECTOR FOR THE YEAR 2009-10
As per the provisions of the Companies Act, 1956, the Company has no
profits or have inadequate profits during the year under review,
subject to the approval of the shareholders of the company in the
ensuing annual general meeting, Company has paid the remuneration to
the Managing Director as per the provisions of Schedule XIII to the
Companies Act, 1956.
INFORMATION UNDER SECTION 217(1)(e)
Information required to be furnished under The Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988, is
furnished below:
A. CONSERVATION OF ENERGY : Even though the Companys activity is Civil
Construction Which is not power-intensive, the Company is making every
effort to conserve the usage of power.
B. TECHNOLOGY ABSORPTION : NIL
C. FOREIGN EXCHANGE EARNINGS : NIL
FOREIGN EXCHANGE OUTGO : Rs.3.17
Lakhs
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A)
As per the provisions of Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the particulars are
Sl. Name Age Designation Remuneration Qualification
No. (Yrs)
1 Prakash
Challa 57 Managing Rs.24.79 Lakhs M. Sc and CIIAB
Director
2. K.M.Satish 49 Vice Rs.25.25 Lakhs B.Tech (Civil)
President
Name Experience Date of Previous Nature of
(Yrs) Joining Employment Duties
Prakash Challa 33 Years From Date of Andhra Bank As per the
Incorporation provisionsof
the Companies
Act, 1956
K.M.Satish 26 Years 11.04.2007 Consulting Managing the
(Self) Projects
1. Remuneration comprises of Salary, Bonus, and Companies contribution
to PF.
2. Sri. Prakash Challa is a relative of Sri Suresh Challa, Director as
per the definition of "relative" under the Companies Act, 1956.
3. Nature of employment : Sri Prakash Challa appointment is as per
provisions of the Companies Act, 1956 and Sri K.M.Satish is a regular
employee of the Company.
4. Only Sri Prakash Challa holds 2% or more of the paid up equity
share capital of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Directors confirm that:
1. In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
2. Appropriate accounting policies have been applied consistently.
Judgments and estimates, which are reasonable and prudent, have been
made so far as to give a true and fair view of the state of affairs of
the Company as at the end of the Financial Year and of the profit of
the Company for the period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation to the
Shareholders, Investors, Financial Institutions, Banks, Suppliers,
Government and Semi-Government agencies for their continued assistance
and co-operation extended to the Company and also wishes to place on
record their appreciation of employees for their hard work, dedication
and commitment.
For and on behalf of the Board of Directors
PRAKASH CHALLA E.BHASKAR RAO
MANAGING DIRECTOR DIRECTOR
Place : Hyderabad
Date : 12.08.2010