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Directors Report of SSPDL Ltd.

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 £1.9 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



 
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