To,
The Members
Your Directors have pleasure in presenting the 30th Annual Report on
the business and operations of the Company together with the Audited Financial Accounts
for the year ended 31st March, 2024.
FINANCIAL RESULTS
The financial highlights of the current year in comparison to
the previous year are as under.
A) STANDALONE: (Rs. In Thousands)
PARTICULARS |
2023-24 |
2022-23 |
Total Revenue |
2,65,814.66 |
5,07,204.44 |
Less: Operating Expenses |
2,73,900.37 |
5,52,787.57 |
Gross Profit/(Loss) before
Depreciation and Interest |
(8,085.71) |
(45,583.13) |
Less: Finance Costs |
18,068.60 |
37,929.76 |
Depreciation and Amortization Expense |
1,960.83 |
2,796.52 |
Profi /(Loss) before Tax Before
exceptional and extra-ordinary items |
(28,115.14) |
(86,309.41) |
Exceptional and Extra-ordinary Item |
0.00 |
0.00 |
Profit/(Loss) before Tax after
exceptional and extra-ordinary items |
(28,115.14) |
(86,309.41) |
Less: Tax Expense (Net) |
0.00 |
0.00 |
Profit/(Loss) After Tax |
(28,115.14) |
(86,309.41) |
Balance of Profit brought forward |
(3,45,357.57) |
(2,59,048.16) |
Adjustment as per Ind AS 115 |
0.00 |
0.00 |
Profit available for appropriation |
(3,73,472.71) |
(3,45,357.57) |
APPROPRIATIONS |
0.00 |
0.00 |
Proposed Dividend |
0.00 |
0.00 |
Tax on the proposed dividend |
0.00 |
0.00 |
Transfer to General Reserve |
0.00 |
0.00 |
Balance carried to Balance Sheet |
(3,73,472.71) |
(3,45,357.57) |
B) CONSOLIDATED:
PARTICULARS |
2023-24 |
2022-23 |
Total Revenue |
2,65,805.04 |
5,12,917.10 |
Less: Operating Expenses |
2,74,150.46 |
5,54,360.36 |
Gross Profit/(Loss) before
Depreciation and Interest |
(8,345.42) |
(41,443.26) |
Less: Finance Costs |
18,068.60 |
42,068.72 |
Depreciation and Amortisation Expense |
1,960.83 |
2,796.52 |
Profit/(Loss) before Tax Before
exceptional and extra-ordinary items |
(28,374.85) |
(86,308.50) |
Exceptional and Extra-ordinary Item |
0 |
0.00 |
Profit/(Loss) before Tax after
exceptional and extra-ordinary items |
(28,374.85) |
(86,308.50) |
Less: Tax Expense (Net) |
0 |
0 |
Profit/(Loss) After Tax |
(28,374.85) |
(86,308.50) |
STATE OF THE COMPANY'S AFFAIRS
The total revenue of your Company for the year under review is Rs.
2658.15 lakhs as compared to Rs. 5072.04 lakhs for the previous year ended 31st March,
2023. Profit/(Loss) after tax is Rs. (281.15) lakhs as against Rs. (863.09) lakhs
in the previous year.
The projects undertaken by the Company are under different stages of
execution, and the performance of the Company during the current year i.e., 2024-25 is
expected to be in accordance with Company's plans.
PROPERTY DEVELOPMENT PROJECTS CHENNAI
SSPDL Park Centre Project:
Deed of Lease executed with the sole trustee of Sir John Demote. The
project proposal is to long lease the land of 5.72 grounds (13,728 sq. ft.) belonging to
the Estate to SSPDL for 33 years. SSPDL has paid Rs.2 Crore interest free non-refundable
deposit to Sir John Demote and registered the deed. SSPDL plans to build and operate
commercial offices. The total Built-up area is approximately 28644 sq. ft.
We got the approval for reclassification of land use from CMDA.
Plan Sanction and Planning Permission from CMDA and building permission from GCC obtained.
We are going to start the construction work shortly.
We are happy to announce that we have already signed up a Letter of
Intent with M/s. Work Easy Space Solutions Private Limited for leasing of ‘A'
grade Warm Shell for 15 years with initial lock-in period of 5 years. The monthly Lease
Rental is Rs.70/- per sq. ft. for 36 months with 15% escalation in rent for every 3 years.
M/s. Work Easy Space Solutions Private Limited is currently managing more than 1.5M sq.
ft. of co-working space and 90% of it is in Chennai.
Alpha City Project
This Project has been completed in 2007. As on 31.03.2024 we have to
receive Rs. 11.21 Crores, however, as on date of this report Rs. 5.61 Crores is
receivables which is secured by built up space of 38,583 sft. On account of Work from Home
Policy, there was no off take of space. Now the situation has changed and we are hopeful
of realizing this during this financial year.
Godrej SSPDL Azure Project
Godrej SSPDL Azure Project is a Residential Apartments project situated
at Padur, Kazhipattur Village in Old Mahabalipuram Road (IT Highway), Kancheepuram
District.
The project is executed through M/s. Godrej SSPDL Green Acres LLP
("LLP"). M/s. SSPDL Limited, Landowners, and M/s. Godrej Properties Limited has
entered into a partnership to develop 10.45 Lakhs sft in the above said residential
project on the profi t sharing model on 27.03.2014.
So far 475000 sft of the Project has been completed and completely sold
out. Only now the markets revived and we intend taking up the execution of the balance
570000 sft in the next 3 years.
Godrej Properties Ltd (GPL) is in the final stages of
negotiation in coming up of an offer to purchase the non-GPL Partners' unsold FSI and
want to revive the project after settling up of the Non-GPL Partners (Land Owners, SSPDL
and Mumbai Partners) GPL is keen that SSPDL Ltd execute the entire projects by way of a
construction contract given to SSPDL and funded by GPL. In the last four months, we have
been discussing with the sub-contractors so that back to back contract is awarded and
SSPDL will benefit by about Rs.200/- per sqft on the unsold area. The contract
value will be approximately 180 Crores to be completed in two to three years. The project
is likely to taken up during the 3rd quarter of this year (October to December
quarter).
SSPDL Lakewood Enclave
A Residential Villa (Lakewood) / Apartment (Mayfair) project on a 3.89
Acre plot of land situated at Thalambur Village of Old Mahabalipuram, (IT Express
Highway), Chennai. The apartment project is completed and handed over.
Residential Villa project consists of 32 Villas. Layout sanction and
planning permissions are received. Buildings have been pre certified GOLD by Indian
Green Building Council (IGBS).
We have already sold 13 Villas from our share of 18 villas in Lakewood.
Construction of Villas is in progress and has an unsold area of 11,982 sq. ft. Post
pandemic now the markets are revived and we are hopeful of completing it by December 2024.
HYDERABAD
We are happy to announce that the largest residential project for the
Company, The Retreat, Hyderabad (BHEL Employees Cyber Colony) has been completed and
delivered 1251 homes of a value of Rs. 400 Crores to the Customers.
Apart from the individual homes, the LIG Apartments has been completed
and delivered. EWS Apartments are in the final finishing stage. In this
project we still have unsold units of value of Rs. 12 crores in the LIG & EWS Category
which will be sold during the financial year.
This project has not progressed on expected lines because the delay of
the recovery from the clients. Also due to uncertainty in the rate of GST for residential
apartments, the sales of LIG & EWS got impacted. This was further aggravated on
account of the Pandemic and delays in getting Completing Certificate.
Further number of frivolous legal cases were initiated which resulted
in further delays in funding. Now that all the issues are sorted out, we hope to complete
the balance sales and exit from the Project.
SSPDL Suri Nilayam
Company entered into a Joint Development Agreement (JDA) for
constructing residential apartments in Domalguda, Hyderabad. Approximate built-up area is
25,800 sft. Share of Company and Owner is 45:55. Proposed to complete the project within
24 months from obtaining all sanctions or within such extended time as per the terms of
the JDA.
We are happy to inform that we have received all the statutory
approvals from GHMC to start the construction. All the relevant fee had been paid. On 25th
of Jan 2024, we have taken possession of property and started the demolition of building.
The building is demolished fully and the Rock Cutting work completed. We re-negotiated the
sharing ratio to 50:50 now. We started the construction work in July 2024. We have
received the approval from TSRERA.
SSPDL Northwoods
SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs had
acquired 42 acres in Gundla Pochampally village, Hyderabad to develop a gated residential
villa community "SSPDL Northwoods". The land conversion process is completed.
As the Micro market did not support Villa development, the Layout
Project was completed and sold out.
CONSTRUCTION BUSINESS:
Members are aware that, Company has incorporated a Subsidiary Company
i.e., SSPDL Infratech Private Limited ("SIPL") for carrying on the Construction
Business.
During the year under review, no contract has been taken in SIPL.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
ended March 31, 2024.
THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES
The Company does not propose to transfer any amount to the general
reserve for the financial year ended March 31, 2024.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) & 134(3)(a) of the Act, Annual
Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at
www.sspdl.com/investors.php.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION
Re-Appointments:
During the year under review, in 29th Annual General Meeting
(AGM) held on 29.09.2023 Smt. Sabbella Devaki Reddy (DIN: 02930336) was reappointed as
Director. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri
E.Bhaskar Rao (DIN: 00003608), Director is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment. The Board of
Directors, based on the recommendation of Nomination and Remuneration Committee, has
recommended the re-appointment of Sri E.Bhaskar Rao, Director, retiring by rotation.
The brief profile of the director seeking
appointment/reappointment at the ensuing Annual General Meeting is presented in the
annexure to Notice of 30th Annual General Meeting.
Re-appointment of Sri Prakash Challa, Chairman and Managing Director
Sri Prakash Challa was re-appointed as the Chairman and Managing
Director of the Company for a period of five years from 01.10.2019 to 30.09.2024,
by passing a special resolution in the 25th Annual General Meeting held on
30.09.2019. As the term of appointment is ending on 30.09.2024, with the recommendation of
the Nomination and Remuneration Committee, the Board of Directors, subject to approval of
the members, approved the re-appointment of Sri Prakash Challa as the Chairman and
Managing Director and remuneration payable to him.
In pursuance of applicable provisions of the Companies Act, 2013 and
the Rules made thereunder, on recommendation of the Nomination and Remuneration Committee,
the Board in its meeting held on 23.05.2023 revised the remuneration of Sri Prakash
Challa, Chairman and Managing Director from Rs.7,00,000/- to Rs.5,00,000/-. Accordingly,
w.e.f. 01.04.2023, the remuneration payable to of Sri Prakash Challa, Chairman and
Managing Director is: a) Salary: Fixed Salary of Rs.5,00,000/- (Rupees Five Lakhs Only)
per month including dearness and all other allowances, b) Perquisites: i) Contribution to
the Provident Fund, Superannuation Fund or Annuity Fund to the extent these either singly
or put together are not taxable under the Income Tax Act, 1961, ii) Gratuity payable at a
rate not exceeding half a month's salary for each completed year of service, and,
iii) Encashment of leave at the end of the tenure. c) Company cars with driver for official
use, provision of telephone(s) at residence, Apart from the remuneration aforesaid, he
shall be entitled to reimbursement of expenses incurred in connection with the business of
the Company.
In pursuance of applicable provisions of the Companies Act,2013, rules
made there under and SEBI (LODR) Rules, 2015, considering the recommendations of the
Nomination and Remuneration Committee and the evaluation of their performance carried out
by the Board, subject to approval of the members, your directors approved and recommend to
the members (i) the re-appointment of Sri E.Bhaskar Rao as Director, (ii) re-appointment
of Sri Prakash Challa as Chairman and Managing Director of the Company and fixing
the remuneration at the ensuing Annual General Meeting as mentioned in Notice of 30th AGM.
The disclosures required pursuant to Secretarial Standard, Companies Act, 2013, Regulation
36 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are given respectively in the annexures to the Notice of the 30th AGM and in the
Corporate Governance Report.
Changes in Key Managerial Personnel
During the year under review, Mr. Rahul Kumar Bhangadiya (Membership
Number A 44666), Company Secretary and Compliance officer of the Company resigned
with effect from 24.05.2023. Consequent to resignation of Mr. Rahul Kumar Bhangadiya,
based on recommendation of the Nomination and Remuneration Committee, the Board appointed
Mr. A.Shailendra Babu (Membership No. A 19761) holding the prescribed qualification
under section 2(24) of the Companies Act, 2013, as the Company Secretary and Compliance Officer
of the Company with effect from 11th August, 2023.
Pursuant to provisions of sections 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as at the date of this report, the following have been designated as the Key
Managerial Personnel of the Company:
a. Sri Prakash Challa |
- Chairman and Managing
Director |
b. Sri U.S.S. Ramanjaneyulu N |
- Chief Financial Officer |
c. Sri. A.Shailendra Babu |
- Company Secretary and
Compliance officer |
NUMBER OF MEETINGS OF THE BOARD
During the year 2023-24, Four (4) meetings of the Board of Directors
were held on 23rd May, 2023, 11th August, 2023, 13th November, 2023, and 14th February,
2024. The details of the meetings and attendance of directors are furnished in the
Corporate Governance Report, which is enclosed to this report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
As on March 31, 2024, Mr. B Lokanath, Mr. P Murali Krishna and Mr. K
Shashi Chandra are Independent Directors on the Board. The Board hereby confirms
that, all the Independent Directors of your Company have given a declaration that they
meet the criteria of Independence as provided in Section 149(6) of the Companies Act,
2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). Further, the Independent Directors confirmed that the
respective Independent Director is not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
In pursuance of Regulation 25(9) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of directors took on record of the
declarations and confirmations submitted by the independent directors under
Regulation 25(8) after undertaking due assessment of the veracity of the same.
As per the applicable provisions of the Companies Act, 2013 ("the
Act"), the Independent Directors of the Company have registered with the Independent
Directors Databank maintained by the Indian Institute of Corporate Affairs. In the opinion
of the Board, the Independent Directors of the Company are persons of integrity and
possess the relevant expertise and experience (including the proficiency, as per
the applicable law) to qualify as Independent Directors of the Company and are Independent
of the Management. Further, declaration on Compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of
Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding
the requirement relating to enrollment in the Data Bank created by MCA for Independent
Directors, had been received from all Independent Directors.
FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS
The Members of the Board of the Company have been provided
opportunities to familiarize themselves with the Company, its Management, and its
operations. The Directors are provided with relevant documents, information to enable them
to have a better understanding of the Company, its operations, and the industry in which
it operates through the Board proceedings.
All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their engagement.
COMMITTEES OF THE BOARD
Pursuant to the requirement under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e.,
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, and Corporate Social Responsibility Committee.
Audit Committee: As on the date of this report, the Audit Committee
comprises Sri B. Lokanath (Chairman), Sri P.Murali Krishna (Member), and Sri K.Shashi
Chandra (Member).
Corporate Social Responsibility Committee: As on the date of this
report, the Corporate Social Responsibility (CSR) Committee comprises Sri Prakash Challa,
(Chairman), Sri B.Lokanath (Member), and Sri K.Shashi Chandra (Member).
However, your company is not required to expend any amount towards CSR
during the year under review as it did not fall under the purview of the provisions of
section 135(1) of the Act.
Kindly refer Corporate Governance Report for matters relating to the
Board, Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and Corporate Social
Responsibility Committee for constitution, meetings, etc.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The company has placed a system of internal financial controls
with reference to the financial statements. In our view, these internal financial
controls are adequate and are operating effectively.
AUDITORS
In pursuance of the provisions of sections 139, 142 and other
applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, (including any statutory modification(s), amendment(s)
or reenactment(s) thereof, for the time being in force), M/s. Karvy & Co., Chartered
Accountants (ICAI Firm Registration No. 001757S), Hyderabad was appointed, at the 28th
Annual General Meeting (AGM) of the Company held on 27.09.2022, as the Statutory Auditors
of the Company to hold office for a term of 5 (five) years from the
conclusion of 28th AGM until the conclusion of the 33rd Annual General Meeting of the
Company to be held in the year 2027, at such remuneration plus applicable taxes, out of
pocket expenses as may be incurred by them during the course of the Audit, as may be
mutually agreed between the Board of Directors of the Company and the Auditors.
AUDITORS' REPORT
The Auditors' Report to the shareholders does not contain any
qualification and issued an unmodified opinion. However, the auditors as
‘Emphasis of Matter' mentioned with regard to Note 8(a) of the standalone financial
statements pertaining to receivables balances including trade receivables which are due
from related parties and others i.e., ‘As at 31st March, 2024, the trade receivables
amounted to Rs. 11,21,76.75 thousands which include receivables from related parties
amounting to Rs. 11,21,103.98 thousands, are outstanding for more than one year'. The
response of the Board in this regard is provided below: (i) the Management is of the firm
view that the trade receivables will be recovered by the Company, and as on date of this
report the amount receivable is Rs. 5.61 Crores (ii) the delay happened because of huge
supply and less demand for the IT Space in Chennai, due to which the recovery from Alpha
City Chennai IT Park Projects Pvt. Ltd. got delayed, (iii) Company taking necessary steps
to receive the dues from time to time, and (iv) the balance receivable is secured. As
required by the SEBI (LODR) Regulations, 2015, the auditors' certificate on
corporate governance is enclosed to the Board's Report. The Auditors' certificate
for the year ended 31.03.2024 does not contain any qualification, reservation, or
adverse remark.
COST RECORDS AND COST AUDIT
For the financial year 2023-24: The provisions relating to
maintenance of Cost Records as specified by the Central Government under Section
148 of the Companies Act, 2013 is not applicable to the Company for the financial
year 2023-24. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014,
cost audit is not applicable to your company. Accordingly, the cost auditor is not
appointed for the financial year 2023-24.
INTERNAL AUDITORS
The Board of Directors of the Company appointed M/s. Vemulapalli &
Co., Chartered Accountants, Hyderabad as the Internal Auditors to conduct the Internal
Audit of the Company for the Financial Year ended March 31, 2025.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the Company has appointed M/s. Savita Jyoti Associates, Practicing Company
Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial
year 2023-24. A Secretarial Audit Report given by the Secretarial Auditors in Form No.
MR-3 is annexed with this Report as ANNEXURE – 1A.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES
The Secretarial Audit of M/s. SSPDL Infratech Private Limited (material
unlisted subsidiary of the Company) was carried out as per Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit
Report issued by M/s. Savita Jyoti Associates, Practicing Company Secretaries, Hyderabad
is annexed to this report as
ANNEXURE – 1B.
THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES
The disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and a statement
showing the names, remuneration received, and other particulars of top ten employees as
prescribed in Rules 5(2) and 5(3) of the aforesaid Rules, are provided in ANNEXURE –
2.
During the year under review, no employee of your company drawn the
remuneration in excess of the prescribed limits as laid down in rule 5(2) i.e., Employees
who (i) was employed throughout the financial year and received remuneration in the
aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of the financial
year and received remuneration, in the aggregate, not less than rupees eight lakh and fifty
thousand per month. Also, during the year under review, no employee of your company was
employed throughout the financial year under review or part thereof and received
remuneration which, in the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director and holds by himself or
along with his spouse and dependent children, not less than two percent of the equity
shares of the company.
EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK
OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS' REPORT AND THE SECRETARIAL
AUDIT REPORT.
The Statutory Auditors' Report, and the Secretarial Audit Report
to the members, for the year ended March 31, 2024, does not contain any qualification,
reservation, adverse remark or disclaimer which require explanations or comments by the
Board. However, the reply of the Board to the ‘emphasis of matter' reported in
the Statutory Auditors' Reports is given in the ‘Auditors Report' clause
above. During the year, there were no instances of frauds reported by the auditors under
section 143(12) of the Companies Act, 2013 to the Audit Committee.
SUBSIDIARY/ASSOCIATE COMPANIES
Names of companies which have become or ceased to be its subsidiaries,
joint ventures, or associate companies during the year: Nil Report on highlights of the
performance, the financial position of each of the subsidiaries, associates, and
joint venture companies, and their contribution to the overall performance of the company
during the period under report: SSPDL Infratech Private Limited, a wholly owned subsidiary
of the Company, recorded total revenue of Rs. NIL and profit/ (loss) after tax of
Rs. (2.52) lakhs for the year ended 31st March, 2024 as compared to total revenue of Rs.
NIL and profit/(loss) after tax of Rs. (1.16) lakhs in the previous year.
Northwood Properties India Private Limited, an associate of the
Company, recorded total revenue of Rs. NIL and profit/ (loss) after tax of Rs.
(3.02) Lakhs the year ended 31st March, 2024 as compared to total revenue of
Rs. 29.12 lakhs and profit/(loss) after tax of Rs. 17.44 lakhs in the previous
year. The Company is not having joint ventures, hence, no information is provided. The financial
position of each of the subsidiaries companies is provided in Form AOC-1 attached to the
consolidated financial statements.
The Statement containing salient features of financial statements of
subsidiaries:
In pursuance of provisions of section 129(3) of the Companies Act,
2013, and the Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
salient features of financial statements of subsidiaries in the prescribed format -
Form AOC-1 is attached to the consolidated financial statement.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statement presented by the
Company are prepared in accordance with the Indian Accounting Standards (Ind AS), the
Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of
the Companies Act, 2013, and other relevant provisions of the Companies Act, 2013, Listing
Regulations.
In pursuance of provisions of section 129(3) of the Companies Act,
2013, the consolidated financial statement are enclosed for laying before the
annual general meeting of the company along with the laying with the financial
statement of the Company. Upon a request is received, the annual accounts of the
subsidiary companies will be made available to shareholders of the company. The annual
accounts of the subsidiary companies shall also be kept for inspection during business
hours by any shareholder in the registered office of the company and the same will
be kept on the company's website i.e., www.sspdl.com.
CORPORATE SOCIAL RESPONSIBILITY
A Corporate Social Responsibility ("CSR") Committee has been
constituted in accordance with the provisions of Section 135 of the Companies Act, 2013.
The CSR Policy is available on the website of the Company at
http://sspdl.com/investors.php.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a
separate report on Management Discussion and Analysis is enclosed as an ANNEXURE - 3 to
the Director's Report.
CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance, which forms part of the
annual report, enclosed as an ANNEXURE – 4 to the Directors' Report. The
Auditor's Certificate on compliance of conditions of corporate governance is
also enclosed.
SHARES PLEDGED BY THE PROMOTERS/DIRECTORS
The number of shares pledged by promoters and directors of the company:
NIL.
INSURANCE
The properties and insurable interest of the Company, wherever
considered necessary and to the extent required have been adequately insured.
DEPOSITS
During the year under review, your Company has neither accepted nor
renewed any deposits from the public within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The details of money
accepted and received from the directors of the company have been disclosed in the financial
statements.
SHARE CAPITAL
During the year under review, your Company has not issued (i) equity
shares with differential voting rights, (ii) sweat equity shares, (iii) employee stock
options, and (iv) not made any provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
WHISTLEBLOWER POLICY
In pursuance of provisions of the Companies Act, 2013, and the Listing
Regulations Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to
providing a mechanism for (i) directors and employees of the Company to freely
communicate/ report genuine concerns or/and grievances about illegal or unethical
practices, unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy, and (ii) the stakeholders of the company
to freely communicate their concerns about illegal or unethical practices, and to approach
the Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia,
report the same to the management. This Policy is an extension of the Company's Code
of Conduct.
The Audit Committee oversees the vigil mechanism through the committee.
This Policy inter-alia provides direct access to the Chairman of the Audit Committee.
The Whistle Officer/Chairman of the Audit Committee shall submit
a report to the Audit Committee on a regular basis about all the complaints referred to
him/her since the last report together with the results of investigations, if any.
The Whistle Blower Policy may be accessed on the Company's website
at the link: viz. https://www.sspdl.com/investors.php
DEMATERIALISATION OF SHARES:
Of the total shares, 0.53% shares are held in physical form.
Shareholders holding shares in physical form are once again advised to dematerialize their
shares to avoid the risk associated with the physical holding of share certificates
and for facilitating easy liquidity for shares.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of the provisions of Section 125 and other applicable
provisions of the Companies Act, 2013 and the Rules made thereunder, the amount that
remained unclaimed for a period of seven years is required to be transferred to the
Investor Education and Protection Fund (IEPF) administered by the Central Government. The
unclaimed dividend amount for the year 2006-07 was transferred earlier to the IEPF
established by the Central Government under applicable law. During the year 2019-20, in
terms of Section 124(6) of the Act read with Investor Education and Protection Fund
Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, the Company has
transferred 25,713 equity shares to the demat account IEPF Authority on 27.12.2019 in
respect of which the dividend has not been claimed for a period of seven years or more.
Also, Company uploaded the details of such shareholders and shares transferred to IEPF on
the website of the Company at http://www.sspdl.com/investors.php in the Corporate
Governance section.
The Shareholders may note that both the unclaimed dividend and
corresponding shares transferred to the IEPF Authority, including all benefits
accruing on such shares, if any, can be claimed back by them from IEPF Authority after
following the procedure (i.e. an application in E-form No. IEPF-5) prescribed in the
Rules. Shareholders may refer Rule 7 of the said Rules for Refund of shares / dividend
etc., and follow the Refund Procedure as detailed on the website of the IEPF Authority
http://iepf.gov.in/IEPF/refund.html
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a protective environment at the
workplace for all its women employees. Also, in terms of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder,
The Company has complied with the constitution of Internal Complaints Committees to which
employees can write their complaints and adopted a Policy on Prevention of Sexual
Harassment of Women at Workplace.
During the year ended 31 March, 2024 there were no incidents of sexual
harassment reported in the Company i.e., Complaints pending at the beginning of the year:
NIL, Complaints received during the year: NIL, disposed of during the year: NIL, pending
at the end of the year: NIL.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134(3)(c) of the
Companies Act, 2013, your directors, hereby confirm that: (a) in the preparation of
the annual accounts for the financial year ended March 31, 2024, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; (b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company as at March 31, 2024 and
of the profit and loss of the company for the financial year ended March 31,
2024;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; (d) the Directors had prepared the annual accounts on a going
concern basis; and (e) the Directors, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate
and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
THE CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
There are no significant and/or material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in the future.
There are no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016. There was no one time settlement with any bank
or financial institution.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS
REPORT
There are no material changes and commitments affecting the financial
position of the Company which has occurred between the financial year ended March
31, 2024 of the Company, and the date of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The particulars of loans, guarantees, and investments have been
disclosed in the fi nancial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
All transactions entered by the Company with Related Parties were in
the Ordinary Course of Business and at Arm's Length pricing basis. There were no such
transactions entered by the Company, which are in conflict with the interest of the
Company. Suitable disclosures as required by the applicable accounting standards have been
made in the Notes to the financial statements.
The Board had approved policies on Related Party Transactions and
Material Subsidiary. Both the policies have been uploaded on the Company's website,
under the web link: http://sspdl.com/investors.php.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy,
technology absorption, foreign exchange earnings, and outgo, are provided below:
(A) Conservation of energy-
(i) the steps taken or
impact of energy on conservation |
Even though the
Company's activity is Real Estate, Property Development and Civil Construction which
are not power intensive, the Company is making every effort to conserve the usage of
power. |
(ii) the steps taken by the
company for utilising alternate sources of energy |
Not Applicable |
(iii) the capital investment on energy
conservation equipments |
NIL |
(B) Technology absorption-
(i) the efforts made towards technology
absorption |
NIL |
(ii) the benefits
derived like product improvement, cost reduction, product development or import
substitution |
NIL |
(iii) in case of imported
technology (imported during the last three years reckoned from the beginning of the financial
year)- |
No technology has been
imported during the past 3 years. |
(a) the details of technology imported |
NIL |
(b) the year of import; |
NIL |
(c) whether the technology been fully
absorbed |
NIL |
(d) if not fully absorbed,
areas where absorption has not taken place, and the reasons thereof; and |
NIL |
(iv) the expenditure incurred on Research
and Development. |
NIL |
Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of
actual inflows during the year and the Foreign |
For the year ended |
Exchange outgo during the year in terms of
actual outflows: |
|
|
|
31.03.2024 |
31.03.2023 |
- Foreign Exchange Earnings |
NIL |
NIL |
- Foreign exchange Outgo |
NIL |
NIL |
RISK MANAGEMENT
The Company has developed and implemented a risk management policy for
the company. In the opinion of the Board, there are no foreseeable risks that may threaten
the existence of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy, containing (a) criteria for
determining qualifications, positive attributes, independence of a director, etc.
and (b) guiding principles for payment of remuneration to Directors, Key Managerial
Personnel and other employees, are provided in the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS
The evaluation of Board, Committee(s), and individual Directors was
carried out based on a structured questionnaire encompassing parameters such as performing
statutory duties, level of engagement and contribution, independence of judgment, etc.
Further, the details on performance evaluation criteria are provided in the Corporate
Governance Report.
MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every financial
year without the presence of non-independent directors and members of the management.
The independent director in their meeting (a) review the performance of
non-independent directors and the Board as a whole, (b) review the performance of the
Chairperson of the company, taking into account the views of executive directors and
non-executive directors, and (c) assess the quality, quantity, and timeliness of the flow
of information between the company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
A meeting of the Independent Directors was held on 13th November, 2023
and all independent directors attended the meeting.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation to the
Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government, and
Semi-Government agencies for their continued assistance and co-operation extended to the
Company and also wishes to place on record their appreciation of employees for their hard
work, dedication, and commitment.
ANNEXURE - 1A
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE PERIOD ENDED MARCH 31, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To
The Members
SSPDL Limited
CIN: L70100TG1994PLC018540
3rd Floor, Serene Towers, 8-2-623/A, Road No. 10, Banjara
Hills, Hyderabad-500034, Telangana, India
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/s SSPDL Limited
(hereinafter called the ‘Company'). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conduct/statutory
compliances and expressing our opinion thereon.
Based on our verification of the company's books, papers,
minute books, forms and returns filed and other records maintained by the company
and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby report that
in our opinion, the company has, during the audit period from April 1, 2023 to March 31,
2024 (‘audit period') complied with the statutory provisions listed hereunder
and also that the Company has proper Board processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter:
1. We have examined the books, papers, minute books, forms and
returns fi led and other records maintained by the Company for the year ended on
March 31, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not applicable during the Audit period).
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 as amended from time to time; (Not applicable
during the Audit period)
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014; (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999; (Not applicable during the Audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; (Not applicable during the Audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (Not applicable during the Audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (Not applicable during the Audit period)
2. We have relied on certifications/representations made
by the officers of the Company and mechanism formed by the Company for compliance
under the Applicable Act, Laws and Regulations to the Company. Major laws applicable to
the Company are as follows:
1) Contract Labour Act, 1970;
2) Employees' Provident Funds & Miscellaneous
Provisions Act, 1952;
3) Employees' State Insurance Act, 1948
4) Environment (Prevention of pollution control) Act, 1986;
3. We have also examined compliance with the applicable clauses
of the following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with the Bombay
Stock Exchange Limited.
4. During the period under review, the Company has complied with
the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.,
mentioned above.
We further report that:
The Board of Directors of the Company is constituted with proper
balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman
Director. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act/
Regulation(s).
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
Since none of the members have communicated dissenting views in the
matters/ agenda proposed from time to time for consideration of the Board and Committees
thereof, during the year under the report, hence were not required to be captured and
recorded as part of the minutes.
We further report that based on our limited review of the compliance
mechanism established by the Company, there appear adequate systems and processes in the
Company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that our Audit was subjected only to verifying
adequacy of systems and procedures that are in place for ensuring proper compliances on
the part of the Company.
To
The Members
SSPDL Limited
Our report of even date is to be ready along with this supplementary
testimony.
1. Maintenance of Secretarial records is the responsibility of
the management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of
secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and
practices, we follow provide a reasonable basis for our opinion.
3. We have not verified the correctness and
appropriateness of financial records and books of accounts of the company.
4. Wherever required, we have obtained the management
representation about the compliance of laws, rules and regulations and happening of events
etc.
5. The compliance of the provision of corporate and other
applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to verification of procedures on test basis.
6. The secretarial Audit Report is neither an assurance as to
the future viability of the company nor the efficacy or effectiveness with which
the management has conducted the affairs of the company.
ANNEXURE - 1B
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2024 [Pursuant to
section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014]
To
The Members,
SSPDL INFRATECH PRIVATE LIMITED CIN: U45209TG2010PTC068608
3rd Floor, Serene Towers,
8-2-623/A, ROAD NO.10, Banjara Hills, Hyderabad-500034
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/s SSPDL INFRATECH
PRIVATE LIMITED (hereinafter called the company), being a Material Subsidiary of SSPDL
Limited. Secretarial Audit was conducted in a manner that provided me a reasonable basis
for evaluating the corporate conducts/statutory compliances and expressing my opinion
thereon.
Based on my verification of the Company's books, papers,
minute books, forms and returns filed and other records maintained by the company
and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, I hereby report that
in my opinion, the company has, during the audit period covering the financial year
ended on 31st March 2024 complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns fi
led and other records maintained by the Company for the financial year ended on 31st
March, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder; Not Applicable to the Company during the Audit Period;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder; Not Applicable to the Company during the Audit Period;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; Not Applicable to the Company during the
Audit Period;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; Not Applicable to the Company during the Audit
Period;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.*
* The Company being a material subsidiary of SSPDL Limited, directors
and certain employees of the Company have been categorised as Designated Persons and are
covered by the Code of Conduct, under The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, of SSPDL Limited.
The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act') are not applicable
to the Company during the year as there no relevant transactions during the audit period:
(a) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(b) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008;
(c) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(d) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009;
(e) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; and
(f) Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014;
I further report that the Company has complied with the following laws
specifically applicable to the Company as declared by the Management of the
Company:
(i) Building and Other Construction Workers' (Regulation of
Employment and Conditions of Services) Act, 1996
As per the information given and explanations provided by the Company,
the Company has not carried on any business during the year and accordingly the aforesaid
Act is not applicable during the year under review.
I have also examined compliance with the applicable clauses of the
following:
i) Secretarial Standards issued by The Institute of Company Secretaries
of India; ii) The Listing Agreements entered into by the Company with Stock Exchange(s) -
Not Applicable to the Company during the Audit Period;
iii) The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, if applicable –
Not Applicable to the Company during the Audit Period;
The Company has complied with Secretarial Standards as issued by The
Institute of Company Secretaries of India during the year under review.
I further report that
The Board of Directors of the Company is duly constituted as required
under the Act. The changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the
Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings are carried out unanimously as recorded
in the minutes of the Board of Directors or Committee of the Board, as the case may be.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
To,
The Members,
SSPDL INFRATECH PRIVATE LIMITED CIN: U45209TG2010PTC068608
Hyderabad
My Secretarial Audit Report of even date is to be read along with this
letter.
1 The maintenance of Secretarial records is the responsibility
of the Management of the Company. Further, the Company is also responsible for devising
proper systems and process to ensure the compliance of the various statutory requirements
and Governance systems.
2 It is the responsibility of the Management of the Company to
ensure that the systems and process devised for operating effectively and efficiently.
3 My responsibility is to express an opinion on these
secretarial records based on my audit.
4 I have followed the audit practices and process as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in Secretarial records. I believe that the process and
practices followed provide a reasonable basis for my opinion.
5 The Compliance of the provisions of other applicable laws,
rules and regulations is the responsibility of the management. My examination was limited
to the verification of procedure on test basis.
6 The secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
Management has conducted the affairs of the Company.
ANNEXURE - 2
DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Sl. No. Name of the
Director |
Ratio of the remuneration
to the median remuneration of the employees |
1 Sri Prakash Challa |
9.57:1 |
2 Sri E.Bhaskar Rao |
0.06:1 |
3 Sri B.Lokanath |
0.22:1 |
4 Sri K.Shashi Chandra |
0.06:1 |
5 Sri P. Murali Krishna |
0.20:1 |
6 Smt. Sabbela Devaki Reddy |
0.03:1 |
The Non-executive Directors (other than Sri Prakash Challa) are
eligible for sitting fee only for attending the meetings of the Board and its Committees.
(ii) The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year
Sl. No. Name of the
Director |
Designation |
Percentage increase in
remuneration |
1 Sri Prakash Challa |
Chairman and Managing Director |
(28.57) |
2 Sri E.Bhaskar Rao |
Director |
NIL # |
3 Sri B.Lokanath |
Director |
NIL # |
4 Sri K.Shashi Chandra |
Director |
NIL # |
5 Sri P. Murali Krishna |
Director |
NIL # |
6 Smt. Sabbela Devaki Reddy |
Director |
NIL # |
7 Sri U.S.S. Ramanjaneyulu .N |
Chief Financial Offi cer |
23.08 |
8 Sri Rahul Kumar Bhangadiya @ |
Company Secretary |
NIL |
9 Sri A.Shailendra Babu * |
Company Secretary |
N.A. |
@ Resigned on 24.05.2023
* Joined as Company Secretary on 11.08.2023
During the year 2023-24:
# There is no change in the sitting fee payable for attending
each of the meeting of the Board and meeting of the Committees of the Board. Therefore,
the percentage increase for Non-Executive Directors Remuneration is not considered for the
above purpose. However, the amount of remuneration received by a non-executive director(s)
may increase or decrease compared to previous year, based on the number of meetings held
and attended during the year by the respective non-executive director. The details of
remuneration paid to all directors, including non-executive directors are provided in the
‘Report on Corporate Governance'.
(iii) The percentage increase in the median remuneration of employees
in the financial year:
There is an increase of 60.47% in the median remuneration of the
employees in the financial year 2023-24 as compared to financial year
2022-23.
(iv) The number of permanent employees on the rolls of Company:
As on 31.03.2024, there are 18 permanent employees on the rolls of the
Company.
(v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration.
Average percentage increase made in the salaries of employees other
than the managerial personnel in the last financial year i.e., 2023-24 is 2.08%. As
per the provisions of the Companies Act, 2013 and Rules made thereunder, based on the
effective capital of the Company, the managerial personnel (Sri Prakash Challa, Chairman
and Managing Director) remuneration decreased by (28.57%).
(vi) It is hereby affirmed that the remuneration paid to the
Employees, Directors is as per the Nomination and Remuneration Policy of the Company.
DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5(2) and 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014.
The names of the top ten (10) employees in terms of remuneration drawn:
(As on 31.03.2024) ( in Lakhs)
S. No. Name of the employee |
Prakash Challa |
U.S.S. Raman- jane- yulu .N |
N.Senthil Kumar |
E.Peter Samuel |
A Shailendra Babu |
Maruthai raj A |
Ravi N |
Udaya bhanu K |
Srinivasan S |
Balaji G |
Chandra mohan Naidu C |
i Designation of the
employee |
Chairman & Managing
Director |
Chief Financial Officer |
DGM - Planning |
DGM - Ac- counts |
Company Secretary |
Dy. Project Manager |
Manager – Electrical |
Manager -Store & Admin |
Project Manager |
Accounts Executive |
Admin Asst. |
ii Remuneration received
Rs. In Lakhs |
60.00 |
19.19 |
13.7 |
12.3 |
12.00 |
9.75 |
7.15 |
7.15 |
6.27 |
5.47 |
3.89 |
iii Nature of employment,
whether contractual or otherwise |
Contractual |
Regular |
Regular |
Regular |
Regular |
Regular |
Regular |
Regular |
Regular |
Regular |
Regular |
iv Qualifications
and experience (in years) of the employee |
M.Sc, CAIIB 46 Years |
B.Com, CA 17 years |
BE – Civil Engg. 23
Years |
B.Com, MBA, ICWAI –
One Group In Inter. 30 Years |
B.Sc, ACS 25 Years |
Diploma in Civil Engg 22
years |
Diploma, 22 Years |
+2, 31 Years |
Diploma 32 Years |
B.Com |
B.Com 20 Years |
v Date of commencement of
employment |
17.10.1994 |
02.01.2015 |
01.06.2012 |
22.11.2010 |
11.08.2023 |
01.06.2017 |
01.10.2012 |
01.04.2012 |
16.05.2006 |
21.11.2009 |
01.04.2012 |
vi The age of such employee
(years) |
70 |
38 |
52 |
57 |
48 |
42 |
48 |
55 |
53 |
51 |
46 |
vii The last employ- |
|
|
|
|
|
|
|
|
|
|
|
viii The percentage of
equity shares held by the employee in the company within the meaning of clause (iii) of
sub- rule (2) above; and |
18.25 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
ix Whether the employee is
a relative of any director or manager of the company and if so, name of such director or
manager |
No |
No |
No |
No |
No |
No |
No |
No |
No |
No |
No |
During the year under review, no employee of your company drawn the
remuneration in excess of the prescribed limits as laid down in the rule 5(2) i.e.,
Employees who (i) was employed throughout the financial year and received
remuneration in the aggregate, not less than rupees one crore and two lakh, (ii) employed
for a part of the financial year and received remuneration, in the aggregate, not
less than rupees eight lakh and fifty thousand per month. Also, during the year
under review, no employee of your company was employed throughout the financial
year or part thereof and received remuneration which, in the aggregate, or as the case may
be, at a rate which, in the aggregate, is in excess of that drawn by the managing director
and holds by himself or along with his spouse and dependent children, not less than two
percent of the equity shares of the company.