52Nd ANNUAL REPORT
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52nd ANNUAL REPORT COMPANY INFORMATION (CIN: L05001AP1968PLC094913) Board of Directors: Registered Office 1. Mr. V. Padmanabham Opel’s The Iconic, D.No.-9-29-7/2, Managing Director Flat No. 102, Balaji Nagar, Siripuram Junction, Visakhapatnam, 2. Mrs. V. Krishna Kumari Andhra Pradesh – 530003 Non- Executive Director Ph: 0891-2560577; E-Mail: [email protected] ; Website: ssflimited.com 3. Mr. M. A. Azeez Khaleeli Factory I Non- Executive Director Chinnamushidivada, Sujatha Nagar Pendurthi, Visakhapatnam - 530051 4. Mr. P. Sudhindran Independent Director Factory II D.No. : 47-1-5, Yetimoga 5. Mr. N. Rama Suresh Jagannaickpur, Kakinda - 533002 Independent Director Registrar & Share Transfer Agent (RTA) Chief Financial Officer M/s BTS Consultancy Services Pvt. Ltd. 1st Floor, M.S. Complex, Mr. G. Subramaniam Plot No. 8, Sastri Nagar, Near Rettery/Beh RTO North, Kolathur, Chennai- 600099 Company Secretary Ph: 044-25565121 Email Id: [email protected] Mr. V. Sasikanth Statutory Auditors Internal Auditors M/s Sriramamurthy & Co. M/s Vasireddi & Co. Bankers Indusind Bank Limited Secretarial Auditors Dwaraka Nagar Branch, Visakhapatnam - 530016 M/s A. K. Jain & Associates NOTICE NOTICE IS HEREBY GIVEN THAT THE 53RD ANNUAL GENERAL MEETING OF SSF LIMITED WILL BE HELD ON MONDAY, THE 20 TH DAY OF SEPTEMBER, 2021 AT 12.00 NOON THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS. THE VENUE OF THE MEETING SHALL BE DEEMED TO BE THE REGISTERED OFFICE OF THE COMPANY SITUATED AT OPEL’S THE ICONIC, D.NO 9-29-7/2, FLAT NO. 102, BALAJI NAGAR, SIRIPURAM JUNCTION, VISAKHAPATNAM, ANDHRA PRADESH - 530003 INDIA. ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements consisting of the Statement of Profit and Loss Account, Cash Flow Statement for the year ended 31 st March, 2021 and the Balance Sheet as on that date along with the reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in the place of M. A. Azeez Khaleeli (DIN: 01910020), who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. Continuation of Directorship of Mr. M. A. Azeez Khaleeli (DIN: 01910020), Director in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to Consider and, if thought fit, to pass, with or without modification(s) the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions, if any, of the Companies Act, 2013 and relevant Rules made thereunder(including any statutory modifications(s)/re-enactment(s) made thereto), M. A. Azeez Khaleeli (DIN: 01910020), Non-Executive Director of the Company liable to retire by rotation who will attain the age of 75 years later during the Financial Year 2021-22 and whose continuation in office requires the approval of Members by way of Special Resolution being more than 75 years of age, approval of the Members of the Company be and is hereby accorded to the continuation of Directorship of M. A. Azeez Khaleeli (DIN: 01910020) as Non-Executive Non-Independent Director’ of the Company liable to retire by rotation” 4. To reappoint Mr. Parakkal Sudhindran (DIN: 08536025) as Independent Director for the second term of five consecutive years and to Consider and, if thought fit, to pass, with or without modification(s) the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualifications of Directors) Rules, 2014 and other applicable Provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Mr . Parakkal Sudhindran (DIN:08536025), who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a notice in writing from a member under Section 160 (1) of the Act proposing his candidature for the office of Director, be and is here appointed as an Independent Director of the Company for a term of 5 Years with effect from 20.09.2021 to 19.09.2026 RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (“Amendment Regulations”), other applicable provisions if any, of the Companies Act, 2013 and rules made thereunder including any statutory modification(s) or re-enactment thereof and subject to such other approvals as may be necessary in this regard, consent of the members of the Company be and is hereby accorded to continue the directorship of Mr . Parakkal Sudhindran (DIN:08536025) as the Independent Director of the Company, who will attain the age of 75 years during his second consecutive term, till the expiry of his second term RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as in its absolute discretion it may consider necessary, expedient or desirable in order to give effect to this resolution”. 5. To Appoint Mr. Nidadavolu Rama Suresh (DIN: 08535014) as an Independent Director and to Consider and, if thought fit, to pass, with or without modification(s) the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualifications of Directors) Rules, 2014 and other applicable Provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Mr . Nidadavolu Rama Suresh (DIN: 08535014), who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a notice in writing from a member under Section 160 (1) of the Act proposing his candidature for the office of Director and who is eligible for Re-appointment as an Independent Director of the Company, be and is here appointed as an Independent Director of the Company for a term of 5 Years with effect from 20.09.2021 to 19.09.2026 RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as in its absolute discretion it may consider necessary, expedient or desirable in order to give effect to this resolution”. 6. To sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Property situated at Koduru Panchayat, Anakapalli Mandal, Visakhapatnam, Andhra Pradesh and to Consider and, if thought fit, to pass, with or without modification(s) the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 180 (1) (a) of the Companies Act, 2013 and the Rules made thereunder the consent of the members be and is hereby accorded to the Board of directors (hereinafter referred to as “the Board” which term shall be deemed to include any committee thereof) to sell/transfer or otherwise dispose of the whole or substantially the whole of the undertaking of the company situated at Koduru Panchayat, Anakapalli Mandal, Visakhapatnam District, Andhra Pradesh for a consideration to be decided by the Board in the best interests of the Company. RESOLVED FURTHER THAT Mr. Padmanabham Vattikuti, Managing Director be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution.” For and on behalf of the Board of Directors V. Padmanabham Date: 26.08.2021 Managing Director Place: Visakhapatnam (DIN: 01246827) EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013: REGARDING ITEM NO. 3: Mr. M. A. Azeez Khaleeli, aged about 74 years, is a Non-Executive and Non-Independent Director of the Company. He is one of the promoters of the Company and holds Directorship in the Company since the Year 1999. He has been an active member of the Board. His guidance and contributions have played a major role in the growth of the company. The Board, based on the performance evaluation and the recommendation of Nomination and Remuneration Committee, considers that, given his experience and the contribution made by him during his tenure as Director, the continued association of Mr. M. A. Azeez Khaleeli would be beneficial to the Company and it is desirable to continue to avail his services as Director of the Company. He was re-appointed as Non-Executive and Non-Independent Director of the Company, pursuant to Section 152 of the Companies Act, 2013, unanimously in the 51 st Annual General Meeting of the Company held in the calendar year 2019 and continues to hold directorship till he retires by rotation in the ensuing AGM. M. A. Azeez Khaleeli who is of 74 years of Age and who, if appointed, will attain the age of 75 Years later in the Financial Year 2021-22 subsequent to his Re-appointment. As per Regulation 17 of SEBI (LODR) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.