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Directors Report of Sunteck Realty Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting the 32nd Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015

FINANCIAL RESULTS

The Company's performance during the financial year ended 31st March, 2015 as compared to the previous financial year, is summarised below: (Rs- In Lacs)

Standalone Particulars For the year ended on

31.03.2015 31.03.2014

Total Income 10194.20 17147.16

Total Expenditure 1607.16 1904.20

Depreciation 67.52 40.30

Interest 833.73 969.09

Profit Before Tax 7685.79 14233.56

Provision for Tax & Deferred Tax 214.88 499.71

Profit After Tax 7470.91 13733.85



Consolidated For the year ended on Particulars 31.03.2015 31.03.2014

Total Income 31687.05 93825.50

Total Expenditure 16894.67 64705.76

Depreciation 196.94 140.68

Interest 1 758.45 1 700.46

Profit Before Tax 12836.99 27278.59

Provision for Tax & Deferred Tax 4698.08 9001.65

Profit After Tax 6815.77 15096.62

During the year under review, the total revenue earned is Rs. 10194.20/- Lacs compared to previous year's revenue of Rs. 17147.16/- Lacs on standalone basis. The profit before tax stands at Rs. 7685.79/- Lacs as compared to Rs. 14233.56/- Lacs during the previous year. The consolidated revenue for the current year amounted to Rs 31687.05 Lacs against Rs. 93825.50 Lacs compared to the previous year. The profit before tax on consolidated basis stands at Rs 12836.99 Lacs as compared to Rs. 27278.59 Lacs during the previous year.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 50% i.e. Rs. 1.00/- per Equity share on 16,695,142 Equity Shares of Rs. 2/- each held by persons/entities other than Promoters amounting to Rs. 1,66,95,142/- (Rupees One Crore Sixty Six Lakhs Ninety Five Thousand One Hundred and Forty Two Only) out of the profits of the Company for the financial year 2014-15 for the approval of shareholders. The promoters of your Company have voluntarily and irrevocably waived their entitlement to receive the said Final Dividend on equity shares

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during FY 2014-15.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31,2015 is attached to the financial statements hereto in form AOC-1.

During the FY 2014-15 the Company acquired 100% stake in Starteck Lifestyle Pvt Ltd. Further the Company acquired 100% control in Advaith Infraprojects Pvt Ltd and its subsidiary Satguru Corporate Services Pvt Ltd which holds 16 acres land parcel in Goregaon (W).

The Company through its subsidiary has entered in a 50:50 Joint Venture in UAE viz. GGICO Sunteck Limited.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with provisions of section 149 of the Companies Act, 2013 read with revised clause 49 of the listing agreement, the Board of Directors of the Company has appointed existing Independent Directors viz. Mr. Sanjay Dutt, Mr. Ramakant Nayak, Mr. Kishore Vussonji and Mr. Mahadevan Kalahasthi as Independent Director each for a consecutive term of 2 years with effect from 22nd September, 2014.

Mrs. Rachana Hingarajia, Company Secretary of the Company is appointed as Additional Director, during FY 2014-15. Your Director recommends her appointment as Director in the forthcoming AGM of the Company.

The Board of Directors on recommendation of Nomination and remuneration Committee & Audit Committee has appointed Mr. Sumesh Mishra as Chief Operating Officer (COO) of the Company.

Mr. Jignesh Sanghavi, Director of the Company retires by rotation at the ensuing Annual General Meeting. The board recommends his re-appointment.

Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 4 times during the financial year ended March 31,2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended March 31,2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 on March 31,2015 and of the profits of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link www.sunteckindia.com.

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer to Annexure I hereto, which forms part of this report.

Other Board Committees

For details of other board committees viz. Stakeholders Relationship Committee and others, kindly refer to the section on Corporate Governance.

Vigil Mechanism for the Directors and Employees

In compliance with provisions of section 177(9) of the Companies Act, 2013 read with revised clause 49 of the listing agreement, your Company has adopted whistle blower policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed at www.sunteckindia.com.

Risk Management

The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the system that governs how the Group conducts the business of the Company and manages associated risks.

The approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

The Evaluation process provides the manner in which the performance of Directors, as a collective body in the form of Board Committees and the Board functions and perform. The overall performance of the Board was satisfactory.

Particulars of Remuneration

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in MGT 9 attached hereto, which forms part of this report.

During the FY 14-15, there were 3 persons employed, for a part of the financial year who were in receipt of remuneration of not less than Rs. 5 lacs p.m. As on 31st March, 2015, there were total 191 permanent employees.

However, in accordance with the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, the particulars relating to other employees of the Company are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

Details of Loans to subsidiaries are given at note no 11 in the Financial Statements. No Loans /guarantees have been provided to Related Parties other than subsidiaries, Joint Ventures, LLPs or associate Companies referred to in note no. 11. Loans to other body corporate given by the Company is in the ordinary course of Business and on arms length basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (/ies) are in the ordinary course of business There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large and consequently no particulars in form AOC-2 have been furnished.

The Policy on related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.sunteckindia.com.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by Internal Audit carried out by independent firm of Chartered Accountants and periodical review by management. In compliance with the provisions of section 138 of the Companies Act, 2013 read with Rule 13 Of Companies (Accounts) Rules, 2014, M/S KPMG is appointed as Internal Auditor of the Company.

POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS

The Company conducted a Postal Ballot during the period under review to seek approval of the Members by way of special resolutions under section 391 to 394 read with Sections 100 to 103 of Companies Act, 1956 for approval of Scheme of Arrangement between Sanchit Derivatives Private Limited and Sunteck Realty Limited and for further issue of capital under section 62(1)(c) of the Companies Act 2013, which were duly passed and approved by the members of the Company with requisite majority on 11th July, 2014.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

The Company received High Court Order dated 19th December 2014 in connection with the Scheme of Arrangement of Sanchit Derivatives Private Limited with Sunteck Realty Limited and their respective shareholders. The scheme is effective from 14th February 2015.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, the details of Employees Stock Option Scheme as on March 31,2015 is furnished in Annexure II attached herewith and forms part of this Report.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

STATUTORY AUDIT AND AUDITORS' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for consecutive second terms of 5 years commencing from the conclusion of this AGM. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for re-appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

Observations of statutory auditors on accounts for the year ended March 31,2015:

The auditor's report does not contain any qualification, reservation or adverse remark or Disclaimer.

SECRETARIAL AUDIT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 for the FY2014-15 forms part to this report. In respect of the observation made by the auditor in the report, Directors would like to state that the Company is in process of appointing CFO of the Company.

COST AUDIT

In compliance with provisions of section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2011, the Company being engaged in the business of construction and development, has duly maintained the cost records for the financial year 2014-15. However, requirement of cost audit under the said rules is not applicable to the Company.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31,2015 made under the provisions of Section 92(3) of the Act is attached as form MGT -9 (Annexure III) which forms part of this Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Considering the nature of activities the Company is engaged into the Company is not required to furnish information as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption.

The details of foreign exchange earnings and outgo during the year under review is as below:

i) Foreign Exchange Earned: Rs. 9,06,84,560/-

ii) Foreign Exchange Outflow: Rs.19,77,135/-

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals save and except referred to in this Report which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Service of documents through electronic means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Corporate Governance

The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Sunteck Family.

On behalf of the Board of Directors

Mumbai Kamal Khetan 26th May, 2015 Chairman & Managing Director


Mar 31, 2014

To the Members,

The Directors take the privilege of presenting the 31st Annual Report and Audited Accounts for the year ended 31st March 2014 to the members of the Sunteck Family.

FINANCIAL RESULTS (Rs. In Lacs)

Standalone Consolidated Particulars For the year endedon For the year ended on 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Total Income 17147.16 3815.32 93825.50 5016.80

Total Expenditure 1912.25 1567.73 64708.65 2478.80

Depreciation 40.31 39.59 140.68 140.78

Interest 961.04 959.20 1697.57 1101.35

Profit Before Tax 14233.56 1248.80 27278.59 1295.86

Provision for Tax & Deferred Tax 499.71 337.12 9001.65 618.94

Profit After Tax 13733.85 688.62 15096.62 402.18



During the year under review, the total revenue earned is Rs. 17147.16/- Lacs compared to previous year''s revenue of Rs. 3815.32/- Lacs on standalone basis. The profit before tax stands at Rs. 14233.56/- Lacs as compared to Rs. 1248.80/- Lacs during the previous year. The consolidated revenue for the current year amounted to Rs. 93825.50/- Lacs against Rs. 5016.80/- Lacs compared to the previous year. The profit before tax on consolidated basis stands at Rs. 27278.59 Lacs as compared to Rs. 1295.86/- Lacs during the previous year.

DIVIDEND

The Board of Directors have recommended Final dividend @ 50% i.e. Rs. 1/- per Equity share of face value of Rs. 2/- each on 166,95,142 Equity Shares held by persons/ entities other than Promoters amounting to Rs. 166,95,142 /- (Rupees One Crore Sixty Six Lacs Ninety Five Thousand One Hundred and Forty Two Only) out of the profits of the Company for the financial year 2013-14 for the approval of shareholders. The promoters of your Company having voluntarily and irrevocably waived their entitlement to receive the said Final Dividend on equity shares, no Final Dividend is declared on 462,71,065 Equity Shares held by the promoter group.

DIRECTORS

Mr. Jignesh Sanghavi, Director of the Company retire by rotation and being eligible seek re-appointment at the ensuing Annual General Meeting, The Board recommend his re-appointment.

FIXED DEPOSITS

Your Company has not accepted any deposits in terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

LISTING

The Equity Shares of the Company are listed at the BSE Limited, National Stock Exchange of India Limited.

CORPORATE SOCIAL RESPONSIBILITY (CSR INITIATIVES)

We firmly believe that society plays a substantial role in our development and thus, rewarding the society is a duty that shouldn''t be compromised on. From empowering the under-privileged to providing relief to upholding nature''s integrity to donation to the needy, we empathize with every stratum and have a philosophy of paying back more than we receive. This year, the CSR initiatives undertaken by your Company include relief program for victims of Uttarakhand , empowerment through education initiative and a health/ wellness initiative. With our employees leading and actively participating in these initiatives, it indeed was overwhelming to see our fellow team members spreading the message to all thereby nurturing a caring, understanding and a responsible ecosystem with the sole intent to support and aid the needy.

POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS UNDER SECTION 180(1)(a) AND 180(1)(c)

Pursuant to the notification issued by Ministry of Corporate Affairs on 12th September, 2013, the Company conducted a Postal Ballot during the period under review to seek approval of the Members by way of special resolutions under section 180(1)(c) read with section 180(2) of the Companies Act, 2013, to grant authority to the Board of Directors for increasing the borrowing powers of the Company and under section 180(1)(a) of the Companies Act, 2013 to grant authority to the Board of Directors to create charge/ hypothecate/ mortgage property of the Company, which were duly passed and approved by the members of the Company with requisite majority on 31st March 2014.

SUBSIDIARY COMPANIES ACCOUNTS:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of major subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

EMPLOYEES'' STOCK OPTION SCHEME

The Compensation committee of the Board inter alia administers and monitors the Employee Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'').

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March, 2014 with regard to the Employee Stock Option Scheme are provided in Annexure I to this Report.

The Company has received a certificate from the Auditors of the Company that scheme has been implemented in accordance with the SEBI guidelines and resolution passed by shareholders. The certificate would be placed at the Annual General Meeting for inspection by members.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 ("Act") your Directors confirm that:

1. in the preparation of the Annual Accounts for the year 2013-14 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. the Directors have 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 under review and of the Profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a going concern basis.

STATUTORY DISCLOSURES

A) Disclosure of particulars of employees in Directors Report as required under Section 217 (2A) read with Companies

(Particulars of Employees) Rules, 1975:

Age Date of Experience Gross Remuneration Previous Employment & Name and Designation Joining 31st March 2014 Designation and Qualification (in Rs)

Mr. Kamal Khetan 46 yrs 27th September, 21 yrs Rs. 29,699,442/- Promoter of the (Managing Director) 2013 Company B.E

Mr. Jignesh Sanghavi 45 yrs 27th September, 22 yrs Rs. 7,137,412/- Director of the (Executive Director) 2010 Company



B) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors)

Rules, 1988:

i) As the Company is not a manufacturing company the Directors has nothing to report under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 .

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a Report on Corporate Governance is provided in Annexure ''II'' forming part of this Report.

OTHER DISCLOSURE

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, together with a certificate obtained from the Statutory Auditors, confirming compliance is provided in Annexure ''II'' forming part of this Report.

COST AUDIT COMPLIANCE REPORT

In compliance with the Companies (Cost Accounting Records) Rules, 2011, the Ministry of Corporate Affairs vide the notification dated 3rd June 2011, the Company being engaged in the business of Construction and development, the Cost Compliance Report will be duly filed within 180 days of the completion of the close of the Financial year ended 31st March, 2014.

TRANSFER TO UNCLAIMED DIVIDEND ACCOUNT

In compliance with the Ministry of Corporate Affairs Notification for Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the information relating to unpaid and unclaimed dividend lying with the Company on the site of the Ministry of Corporate Affairs as well as the Website of the Company for the financial year ended 31st March, 2014.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management Analysis and Discussion Report is attached as Annexure III and forms a part of this Report.

AUDITORS

M/s Lodha & Co., Chartered Accountants who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-2015. They have offered themselves for reappointment and if appointed, the appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Sunteck Family.

On behalf of the Board of Directors

Mumbai Kamal Khetan 30th May, 2014 Chairman & Managing Director


Mar 31, 2013

To the Members,

The Directors take the privilege of presenting the 30th Annual Report and Audited Accounts for the year ended 31st March 2013 to the members of the Sunteck Family.

FINANCIAL RESULTS

(Rs. In Lacs) Standalone Consolidated Particulars For the year ended on For the year ended on 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Total Income 3815.32 2663.83 5016.80 3036.99

Total Expenditure 1567.73 558.44 2478.80 1351.63

Depreciation 39.59 35.74 140.78 147.66

Interest 959.20 474.01 1101.35 437.06

Profit Before Tax 1025.74 1595.63 1072.80 1100.64

Provision for Tax & Deferred Tax 337.12 412.59 618.79 646.49

Profit After Tax 688.62 1183.04 454.01 454.15

During the year under review, the total revenue earned is Rs. 3815.32 Lacs compared to previous year''s revenue of Rs.2663.83 Lacs on standalone basis. The profit before tax stands at Rs.1025.74 Lacs as compared to Rs. 1595.63 Lacs during the previous year. The consolidated revenue for the current year amounted to Rs.5016.80 Lacs against Rs. 3036.99 Lacs compared to the previous year. The profit before tax on consolidated basis stands at Rs.1072.80 Lacs as compared to Rs. 1100.64 Lacs during the previous year.

DIVIDEND

The Board of Directors have recommended Final Dividend of 9% i.e Rs. 0.18/- per Equity share for the FY 2012-13 to be paid on outstanding 6,29,66,207 Equity shares amounting to Rs. 1,13,34,000/- (Rupees One Crore Thirteen Lakhs Thirty Four Thousand Only) for the approval of shareholders.

ESOP 2013

Your Company recognizes and appreciates the critical role played by the employees of the Company and its subsidiaries in bringing about growth of the organization. It strongly feels that the value created by them should be shared with them. To promote the culture of employee ownership in the Company, the Board of Directors of your Company at its meeting held on 11th February, 2013 recommended for the approval of members to introduce and implement a new Employee Stock Option Scheme under the nomenclature "Employee Stock Option Scheme 2013" in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 except employees who are Promoters or belong to the Promoter Group of the Company such number of equity shares and/or options which could give rise to equity shares not exceeding 6,00,000 (Six Lacs Only)Options, under one or more Employee Stock Option Schemes, in one or more tranches and at such price and on such terms and conditions as may be determined by the Compensation Committee in accordance with the terms of ESOP 2013, the guidelines or other applicable provisions of any law issued by the relevant Authority as may be prevailing at the relevant date.

The scheme was approved through postal ballot by way of E- Voting on 15th March 2013 with the requisite majority.

E-VOTING FACILITY WITH NATIONAL SECURITIES DEPOSITORIES LIMITED (NSDL)

Since e-voting has been made mandatory for top 500 listed companies at NSE and BSE and your Company being amongst the top 500 listed Companies, the Company has obtained registration with NSDL for e-voting facility for approval of members of the Company by way of postal ballot. The Company has entered into a Tripartite Agreement with its Registrar and Transfer Agent and National Securities Depository Limited for registration with NSDL for e-voting services.

DIRECTORS

Mr. Kishore Vussonji and Mr. Ramakant Nayak, Directors of the Company retire by rotation and being eligible seek re- appointment at the ensuing Annual General Meeting, The Board recommend their re-appointment.

FIXED DEPOSITS

Your Company has not accepted any deposits in terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange, National Stock Exchange Limited.

SUBSIDIARY COMPANIES ACCOUNTS:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of major subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 ("Act") your Directors confirm that:

1. in the preparation of the Annual Accounts for the year 2012-13 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. the Directors have 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 under review and of the Profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a going concern basis.

STATUTORY DISCLOSURES

A) Disclosure of particulars of employees in Directors Report as required under Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975.

B) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of

Directors) Rules, 1988:

I) As the Company is not a manufacturing company the Directors has nothing to report under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 .

ii) Foreign Exchange Earnings and Outgo

a) Foreign Exchange Earned: NIL

b) Foreign Exchange Outflow: Rs. 6,52,813/-

CORPORATE GOVERNANCE

The Report on Corporate Governance is attached as Annexure I and forms part of this Report.

COST AUDIT COMPLIANCE REPORT

In compliance with the Companies (Cost Accounting Records) Rules, 2011, the Ministry of Corporate Affairs vide the notification dated 3rd June 2011, the Company being engaged in the business of Construction and development, the Cost Compliance Report will be duly filed within 180 days of the completion of the close of the Financial year ended 31st March, 2013.

TRANSFER TO UNCLAIMED DIVIDEND ACCOUNT

In compliance with the Ministry of Corporate Affairs Notification for Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the information relating to unpaid and unclaimed dividend lying with the Company on the site of the Ministry of Corporate Affairs as well as the Website of the Company for the financial year ended 31st March, 2012.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management Analysis and Discussion Report is attached as Annexure II and forms a part of this Report.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the forthcoming Annual General meeting. They have offered themselves for reappointment and if appointed, the appointment would be within the limits prescribed under section 224 (1)(B) of the Companies Act 1956.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Sunteck Family.

On behalf of the Board of Directors

Mumbai Kamal Khetan

30th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors take the privilege of presenting the 29th Annual Report and Audited Accounts for the year ended 31st March 2012 to the members of the Sunteck Family.

FINANCIAL RESULTS

(Rs. In Lacs)

Standalone Consolidated

Particulars For the year ended on For the year ended on

31.03.2012 31.03.2011 31.03.2012 31.03.2011

Total Income 2663.83 1568.20 3063.99 3051.92

Total Expenditure 558.443 675.29 1351.63 1700.34

Depreciation 35.74 29.54 147.66 147.28

Interest 474.01 0.93 437.06 343.72

Profit Before Tax 1595.63 862.44 1100.64 860.57

Provision for Tax & Deferred Tax 412.59 242.68 646.49 524.22

Profit After Tax 1183.04 619.76 454.15 336.35

During the year under review, the total revenue earned is Rs. 2663.83 Lacs compared to previous year's revenue of Rs.1568.20 Lacs on standalone basis. The profit before tax stands at Rs. 1595.63 Lacs as compared to Rs. 862.44 Lacs during the previous year. The consolidated revenue for the current year amounted to Rs. 3036.99 Lacs against Rs. 3051.92 Lacs compared to the previous year.

DIVIDEND

The Board had declared an Interim Dividend of 6% i.e Rs 0.12/-per Equity Share on 12th August 2011.

The Board of Directors have recommended a Final dividend of 6% i.e Rs.0.12/- per Equity share amounting to Rs. 75,55,945/- , for the approval of the shareholders.

DIRECTORS

Mr. Mahadevan Kalahasthi, and Mr. Jignesh Sanghavi, Directors of the Company retire by rotation and being eligible seek re-appointment at the ensuing Annual General Meeting, The Board recommend their re-appointment.

FIXED DEPOSITS

Your Company has not accepted any deposits in terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange and National Stock Exchange Limited.

SUBSIDIARY COMPANIES ACCOUNTS:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of major subsidiaries of the Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT:

Out for Good: Focusing on welfare of the economically and socially deprived Tribal Block situated at Jawahar in Thane District, SUNTECK in association with National Rural Research and Development Association(NARAD) engaged itself in the activity of distributing toys, books and other stationery items to the children including the staple food grains and fruits to each family in the area.

Sunteck sponsored Notebooks and Stationery at the Sports event organized at Mahindra Park, Breach Candy, by Colliers International in association with Muktangan, Akanksha & Magic Bus Foundation for the underprivileged children.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 ("Act") your Directors confirm that:

1. in the preparation of the Annual Accounts for the year 2011-12 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgements 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 under review and of the Profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a going concern basis.

B) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

i) As the Company is not a manufacturing company the Directors has nothing to report under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 .

ii) Foreign Exchange Earnings and Outgo:

a) Foreign Exchange Earned: NIL

b) Foreign Exchange Outflow: Rs 4.49 Lacs

CORPORATE GOVERNANCE

The Report on Corporate Governance is attached as Annexure I and forms part of this Report.

Cost Audit Compliance Report

In compliance with the The Companies ( Cost Accounting Records) Rules, 2011 the Ministry of Corporate Affairs vide the notification dated 3rd June 2011, the Company being carrying on the business of Construction and development, the Compliance Report will be duly filed within 180 days of the Completion of the close of the Financial year ended 31st March, 2012

Transfer to unclaimed dividend account

In compliance with the Ministry of Corporate Affairs Notification for Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the effective steps are being implemented by the Company to upload the information regarding the uploading of information relating to unpaid and unclaimed dividend lying with the Companies on the site of the Ministry of Corporate Affairs as well as the Website of the Company.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management Analysis and Discussion Report is attached as Annexure II and forms a part of this Report.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the forthcoming Annual General meeting. They have offered themselves for reappointment and if appointed, the appointment would be within the limits prescribed under section 224 (1)(B) of the Companies Act 1956.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Sunteck Family. On behalf of the Board of Directors

Mumbai Kamal Khetan

30th May, 2012 Chairman & Managing Director

 
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