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Directors Report of Sunstar Realty Development Ltd.

Mar 31, 2014

The Members of Sunslar Realty Development Limited

The Directors have pleasure in presenting the Sixth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014. The financial Results of the Company are summarized below:

FINANCIAL RESULTS: (Rs in Lakhs) PARTICULARS Year ended Year ended 2013-2014 2012-2013

Total Income 1734.52 209.13

Total Expenditure 1638,23 183.35

Profit before Taxation 96.29 25.78

Tax Expense 29.76 7,97

Profit for the Period 66.52 17.81

REVIEW OF OPERATIONS

During the year, the India Economy remained disturbed due to global distress and continuous domestic disturbance. The major obstacles were inflation, high fiscal deficit, lack of liquidity, policy uncertainty and currency volatility.

The Company will continue to be responsive to changes in market dynamics and consumer behavior and other key factors influencing the business, and will formulate its strategies accordingly.

DIVIDEND

With a view to conserve resources for future needs and strengthening the financial position of the company, the Directors regret their inability to propose any dividend for the year under review.

SHARE CAPITAL

During the year Authorised Capital of the Company was increased from 2,05,00,000 equity share of Rs. 10/-eachto2,50,00,000equiryshareofRs. 10/-each.

The Company has issued 36,45,000 equity share''of Rs. 10/- each at Rs. 50/- each (Face Value Rs. 10/- , Premium Rs. 40/-).

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Ms. Kavita Patel (DIN: 02444976), Whole Time Director, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

As per provisions of Sections 149,152 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under read with Schedule IV of the Companies Act, 2013, Ms. Sonal Jayprakash Bhatt (DIN: 03157849), Mr. Asamanja Deb (DIN: 02294879) and Mr. Yogesh Kumar Rawal (DIN: 06776726), all existing Independent directors of the Company, have been appointed as Independent Directors of the Company and shall hold office from the date of this Annual General Meeting till 31st March, 2019. They shall not, henceforth, be liable to determination by retirement of directors by rotation.

Brief resume of the Directors seeking appointment, reappointment as stipulated under Clause 52 of the Listing Agreement, axe provided in the Report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Directors of the Company are disqualified for appointment under Section 274(l)(g) of the Companies Act, 1956.

COMMITTEES OF DIRECTORS

The Board of Directors has aligned the existing Committees of the Board with the provisions of Companies Act, 2013(Act). The existing Shareholder''s / Investor''s Grievance and Share Transfer Committee have been renamed as "Stakeholders Relationship and Shareholders Grievance Committee",

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31" March, 2014, the applicable accounting standards had been followed and no material departures have been made from the same;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) That Directors had taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities;

(iv) That Directors had prepared the annual accounts for the financial year ended 31sl March, 2014, on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 52 of the Listing Agreement forms part of the Annual Report.

Certificate from the Statutory Auditors M/s. J.V. Modi & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated under Clause 52 of the Listing Agreement with Stock Exchanges is annexed to the report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

The Company has established a vigil mechanism as required under Section 177 of the Companies Act, 2013 and has framed the "Whistle Blower Policy" for implementation thereof,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of this Annual Report.

AUDITORS

The Statutory Auditors of the Company, M/s. J.V. Modi & Co., Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re- appointment of M/s. J.V. Modi & Co., Chartered Accountants as statutory auditors for financial year 2014-15 on such remuneration as decided by the Board of Directors.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory and do not call for any further comments.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

STOCK EXCHANGE

The Company''s Securities are listed at SME segment of BSE Limited. We have paid the annual listing fee and there are no arrears.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy and technology absorption are not applicable to the Company. However, efforts are being made to conserve and optimize the use of energy, wherever possible.

During the year under review, your Company has neither earned nor spent any foreign exchange.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to the Section 217{2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.

HUMAN RESOURCES MANAGEMENT

The Company continues to lay emphasis on people, its most valuable resource. In an increasingly competitive market for human resources, it seriously focuses on attracting and retaining the right talent. It provides equal opportunity to employees to deliver results.

APPRECIATION

Your Directors place on record their deep appreciation for the continued, support and co - operation extended to the Company by the Banks, Government departments and other agencies.

Your Directors thanks our esteemed shareholders for your continued support.

Your Directors place on record their appreciation of the dedication and commitment of your Company''s employees and look forward to their support in the future as well.

For and on behalf of the Board Sunstar Realty Development Limited

Place: Mumbai Date: May 30, 2014 (Kavita Patel) Whole Time Director


Mar 31, 2012

TO THE MEMBERS OF SUNSTAR REALTY DEVELOPMENT PRIVATE LIMITED

The Directors are pleased to present the fourth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

Particulars 2011-2012 2010-2011

Profit before Tax 802825 411.32

Provision for Tax 248070 12709

Profit after Tax 554755 28423

Balance brought forward from Previous Year 16145 (12278)

Balance carried to Balance Sheet 570899 16145

DIVIDEND

In view of the inadequate profit for the year under review , the Board of Directors does not recommend any dividend on the equity shares of the company.

DEPOSITS

Your Company did not accept any deposit within the meaning of Section 5BA of the Companies Act, 1956 and the rules made there under.

SHARE CAPITAL

During the year there has been change in Capital base of the company. The board has allotted 55,00,000 equity shares of Rs. 10 each fit face value of Rs. 30 during the year.

AUDITORS'' REPORT

The comments in the Auditors Report with notes to the Accounts in Schedules are self- explanatory.

AUDITORS

The Company''s Auditors M/s S R Rathi & Associates, Chartered Accountants, who retire at the ensuing Annual General Meeting are eligible for reappointment. They have confirmed their eligibility under Section 224(18) of the Companies Act, 1956 for reappointment as auditors of I he Company.

ENERGY CONSERVATION, TLCHNOLOGY ABSORPTION ETC.

In accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of the Board of Director'',.) Rules, 1WB invite is no energy conservation, technology absorption etc.

FOREIGN EXCHANGE TRANSACTIONS

There is no foreign exchange earnings and outgo Harmon the year.

PERSONNEL

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is not required as none of the employees of the Company was in receipt of aggregate remuneration as prescribed in the said section.

DIRECTORS'' RESPONSIBILITY STATEMENT

As per Section 217(2AA) of the Companies Act, 1956 inserted by Companies (Amendment) Act, 2000 the responsibility Statement of the Board of Directors is as follows:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards has been strictly followed.

(ii) That your Directors have selected General Accepted Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent ,v; to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for that period.

(iii) That your Director has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 19!X for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE FROM COMPANY SECRETARY

In accordance with the section of 383(A) of the Companies Act, 1956 anti Companies (Con Certificate) Rules 2001,the Company has obtained a certificate from a Company Secret,) , In is whole time practice confirming that the company has complied with all the provision of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the wholehearted and sincere co- operation, the Company received from shareholders, bankers, and all concerned.

Place: Mumbai For and on behalf of the Board

Date: 21.02.2011 Sunstar Realty Development

Director

 
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