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Directors Report of Sunstar Realty Development Ltd.

Mar 31, 2016

BOARD’S REPORT

TO THE MEMBERS

SUNSTAR REALTY DEVELOPMENT LIMITED

The Directors hereby present their Eighth Annual Report on the business and operations of the Company and the financial statements for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in lakhs)

PARTICULARS

Year ended 31st March 2016

Year ended 31st March 2015

Total Income

748.49

1849.63

Total Expenditure

733.15

1756.81

Profit before Tax

15.34

92.82

Tax Expense

4.74

28.68

Profit for the period

10.60

64.14

Brought forward from previous year

154.18

90.04

Surplus carried to Balance Sheet

164.78

154.18

COMPANY PERFORMANCE

The Company’s revenue during the year is Rs. 748.49 Lakhs, as compared to Rs. 1849.63 Lakhs in the previous year. The Company’s profit before tax is Rs. 15.34 Lakhs during the year, as compared to Rs. 92.82 Lakhs in the previous year. The Company earned a net profit of Rs. 10.60 Lakhs, as against a net profit of Rs. 64.14 Lakhs in the previous year.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth of Company, Directors has not recommended any Dividend for the Financial Year 2015-16.

TRANSFER TO RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is proposed to be retained in the Statement of Profit and Loss.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

ADEQUACY OF INTERNAL CONTROLS

The Company’s Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record and the timely preparation of reliable financial information.

An external independent firm carries out the internal audit of the Company operations and reports its findings to the Audit Committee on a regular basis. Internal Risk and Control function also evaluates organizational risk along with controls required for mitigating those risks. Internal Audit provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting.

The Company has a Code of Business Conduct for all employees and a clearly articulated and internalized delegation of financial authority. These authority levels are periodically reviewed by management and modifications, if any, are submitted to the Audit Committee and Board for approval. The Company also takes prompt action on any violations of the Code of Business Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and also invites senior management personnel to provide updates on operating effectiveness and controls from time to time. A CEO/CFO Certificate signed by the Managing Director of the Company confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee. The Audit Committee also reviews the Risk management framework periodically and ensures it is updated and relevant.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

M/s J V Modi & Co., Chartered Accountants, (Firm Registration No- 137951W) Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting of the Company to be held for Financial Year 2016-17, and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Kavita Raju Joshi, Practicing Company Secretary to undertake the Secretarial Audit of the Company for a consecutive term of three financial years starting from 2015-16 to 2017-18. The Secretarial Audit Report is given as “Annexure-A” forming part of this Report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

SHARE CAPITAL

Pursuant to approval of the Shareholders obtained through Postal Ballot whose result was declared on 16 th May, 2015, your Company has sub-divided the face value of its equity shares of Rs. 10/- each, fully paid up into equity shares of Re. 1/- each, fully paid-up. The Board of Directors had fixed 05th June, 2015 as the “Record Date” for the purpose of ascertaining the eligible Shareholders for receiving the aforesaid sub-divided equity shares. Subsequent to the aforesaid Record Date, new share certificates have been dispatched to the Shareholders who held shares in physical mode and also credited to the respective demat account that held shares in electronic mode.

Accordingly, the Authorized Share Capital of your Company stands re-classified at Rs. 25,00,00,000/- divided into 25,00,00,000 Equity Shares of Re. 1/- each. At present the Issued, Subscribed and Paid Up Share Capital of your Company is Rs. 23,62,30,000/- divided into 23,62,30,000 Equity Shares of Re. 1/- each, fully paid-up.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is annexed as “Annexure-B” to this Report.

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

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there under and as per SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of Independence as specified in the Act and the rules made there under.

b) Familiarization Programme

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Director is also explained in detail the various compliances required from him/her as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015. The details of familiarization programme are available on the Company’s website www.sunstarrealtors.com.

c) Non-Independent Director

In accordance with the provisions of Companies Act, 2013, Mr. Manoj Mehrotra (DIN: 07224970), Managing Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his appointment with a view to avail his valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice forming part of the Annual Report.

d) Changes in Directorship during the year

Mrs Kavita Dipan Patel (DIN: 02444976) resigned from the Directorship of the Company with effect from 07 th July, 2015 & Mr. Dipan Patel Jesingbhai (DIN: 05359769) resigned from the Directorship of the Company with effect from 13th February 2016. The Board places on record their appreciation for the valuable services rendered by Mrs. Kavita Dipan Patel (DIN: 02444976) & Mr. Dipan Patel Jesingbhai (DIN: 05359769) during their tenure.

e) Key Managerial Personnel

Mr. Manoj Mehrotra (DIN: 07224970) was appointed as Managing Director of the Company by the Board at their meeting held on 07th July, 2015, and his appointment was further approved by the Members of the Company at the Annual General Meeting held on 21st September, 2015.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. Such performance evaluation process was formulated in consultation with the Nomination and Remuneration Committee and approved by the Board. The performance evaluation, thus, included the following:

a) Criteria for evaluation of Board of Directors as a Whole

- The frequency of meetings;

- The length of meetings;

- The number of committees and their roles;

- The flow of information to board members and between board members;

- The quality and quantity of information;

- The disclosure of information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

- Ability to contribute and monitor corporate governance practices;

- Ability to contribute by introducing best practices to address top management issues;

- Participation in long term strategic planning;

- Commitment to the fulfillment of Director obligations and fiduciary responsibilities;

- Guiding strategy;

- Monitoring management performance and development;

- Statutory compliance & Corporate Governance;

- Attendance and contribution at Board/Committee meetings;

- Time spent by each of the member; and

- Core competencies.

The Directors expressed their satisfaction over the evaluation process and results thereof. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31st March, 2016, Ten Board Meetings were held on 01st April

2015, 15th April 2015, 30th May 2015, 07th July 2015, 28th July 2015, 28th August 2015, 14th November 2015, 13th February 2016, 04th March 2016 & 29th March 2016. The maximum time gap between any two meetings was less than four months as stipulated under SEBI (LODR) Regulations, 2015.

Sl No

Date of

Board Meeting

Total strength of the Board

No. of directors present

1.

01.04.2015

4

4

2.

15.04.2015

4

4

3.

30.05.2015

4

4

4.

07.07.2015

5

5

5.

28.07.2015

4

4

6.

28.08.2015

4

4

7.

14.11.2015

4

4

8.

13.02.2016

4

4

9.

04.03.2016

3

2

10.

29.03.2016

3

3

The maximum time gap between any two meetings was less than four months as stipulated under Clause 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Attendance at aforesaid Board Meetings, at the last Annual General Meeting and the number of Directorships and Committee Chairmanship/Memberships in other Companies of each of the Directors as on 31st March, 2016 are below:

Name of Director

Board Meeting attended during the year

Attendance at the last AGM

Number of Directorships and Committee Membership /Chairmanship as on 31st March, 2016

Other Directorship #

Committee Membership ##

Committee

Chairmanship

Mr. Manoj Mehrotra

6

Yes

-

2

-

Ms. Sonal Jayprakash Bhatt

10

Yes

-

-

2

Mr. Yogesh Kumar Rawal

10

Yes

-

2

-

# Excluding Private Limited Companies and Companies under section 8 of the Companies Act, 2013.

# # Includes only membership of Audit Committee and Stakeholders Relationship/Grievance

Committee as per SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

None of the Directors on the Board is a Member of more than 10 Board-level Committees or Chairman of more than 5 such Committees as specified in SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, across all the Companies in which he/she is a Director.

None of the other Directors is acting as Independent Director in more than seven listed companies.

None of the Directors are related inter-se.

MEETINGS OF INDEPENDENT DIRECTOR

During the year under review, a separate meeting of Independent Directors was held on 04th March 2016, wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the above Committees along with the composition and meetings held during the year under review are provided below.

AUDIT COMMITTEE Composition:

As on 31st March, 2016, the Committee consists of 3 Directors, all endowed with years of experience in the field of operations, finance and accounts. The Committee comprises of:

Sl No

Name

Category

Designation

1.

Ms. Sonal Jayprakash Bhatt

Non-Executive Independent Director

Chairman

2.

Mr. Yogesh Kumar Rawal

Non-Executive Independent Director

Member

3.

Mr. Manoj Mehrotra

Managing Director

Member

The Chairman of the Audit Committee is an Independent Director and the Secretary of the Company acts as the Secretary to the Committee.

The Committee’s composition and its terms of reference meet the requirements of Section 177 of the Companies Act, 2013 and SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee is empowered, pursuant to its terms of reference inter-alia, to:

- Investigate any activity within its terms of reference

- Seek information from any employee

- Obtain outside legal or other professional advice

- Secure attendance of outsiders with relevant expertise, if it considers necessary

- Have full access to information contained in the records of the Company

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process and inter alia performs the following functions:

1. Overseeing the Company’s financial reporting process and the disclosure of its information to ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor, fixing of audit fees and approving payments for any other service;

3. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report as per Sec 134(3)(c) of the Companies Act, 2013;

- Changes, if any, in the accounting policies and practices and the reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings;

- Compliance with the Listing Regulations and other legal requirements relating to financial statements;

- Disclosure of any related party transactions; and

- Qualifications in the draft audit report, if any.

4. Examination of financial statements and the Auditors’ report thereon.

5. Reviewing with the management quarterly, half-yearly, nine months and annual financial statements, before submission to the Board for approval;

6. Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

8. Formulating in consultation with the Internal Auditor, the scope, functioning, periodicity and methodology for conducting the internal audit;

9. Discussion with the internal auditors on internal audit reports relating to internal control weaknesses and any other significant findings and follow-up thereon;

10. Evaluating the internal financial controls and risk management policies system of the Company;

11. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

12. To review the functioning of the Whistle Blower Mechanism.

13. Any other matter referred to by the Board of Directors.

Meetings and Attendance during the year

The Audit Committee held Four (4) Meetings during the Financial Year 2015-16, the dates of the meeting being 30th May 2015, 28th August 2015, 14th November 2015 & 13th February 2016. The maximum gap between any two Meetings of the Audit Committee held during the year was not more than 120 days.

The attendance of the Members at the above Audit Committee meetings was as follows:

Name of the Member

No. of meetings held

No. of meetings attended

Ms. Sonal Jayprakash Bhatt

4

4

Mr. Yogesh Kumar Rawal

4

4

Mr. Manoj Mehrotra

4

3

Mr. Dipan Patel Jesingbhai

4

4

Notes:

1 . Mr. Manoj Mehrotra (DIN: 07224970) was appointed as Managing Director of the Company by the Board at their meeting held on 07th July, 2015, and his appointment was further approved by the Members of the Company at the Annual General Meeting held on 21st September, 2015.

2. Mr. Dipan Patel Jesingbhai (DIN: 05359769) resigned from the Directorship of the Company with effect from 13th February, 2016.

NOMINATION AND REMUNERATION COMMITTEE

The role of the Nomination and Remuneration Committee is governed by its Charter and its

composition is in compliance with the provisions of Section 178 of the Companies Act, 2013

and Regulation 19 of the Listing Regulations.

Composition

As on 31st March, 2016, the Committee comprises of:

Sl No

Name

Category

Designation

1

Ms. Sonal Jayprakash Bhatt

Non-Executive Independent Director

Chairman

2

Mr. Yogesh Kumar Rawal

Non-Executive Independent Director

Member

3

Mr. Manoj Mehrotra

Managing Director

Member

The composition and the terms of reference of the Committee meet with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of Section 178 of the Companies Act, 2013 including rules framed there under.

Terms of reference of the Committee, inter alia, includes the following:

- Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

- Formulate a criteria for determining qualifications, positive attributes and independence of a director;

- Carry out the evaluation of every director’s performance and formulate criteria for evaluation of Independent Directors, Board/Committees of Board and review the term of appointment of Independent Directors on the basis of the report of performance evaluation of Independent Directors;

- Recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

- Devise a policy on Board Diversity;

- Undertake any other matters as the Board may decide from time to time. Meetings and attendance during the year

During the financial year ended 31st March, 2016, one meeting of the Committee was held on 03rd July, 2015. The attendance of the members of the above Committee was as follows:

Name of the Member

No. of meetings held

No. of meeting attended

Ms. Sonal Jayprakash Bhatt

1

1

Mr. Yogesh Kumar Rawal

1

1

Mr. Manoj Mehrotra

1

-

Mr. Dipan Patel Jesingbhai

1

1

Notes:

1. Mr. Manoj Mehrotra (DIN: 07224970) was appointed as Managing Director of the Company by the Board at their meeting held on 07th July, 2015, and his appointment was further approved by the Members of the Company at the Annual General Meeting held on 21st September, 2015.

2. Mr. Dipan Patel Jesingbhai (DIN: 05359769) resigned from the Directorship of the Company with effect from 13th February, 2016.

Remuneration Policy

The success of the organization in achieving good performance and good governing practices depends on its ability to attract and retain individual with requisite knowledge and excellence as executive and non-executive directors.

The Remuneration Policy of the Company is attached as “Annexure-C” to the Board’s Report.

Details of Remuneration to all Directors:

The details of remuneration paid to the Directors for the year ended 31st March, 2016 are as under:-

Name

Designation

Salary

Perquisites

Sitting

Fees

Total

Mr. Manoj Mehrotra

Managing Director

220161

-

-

220161

Ms. Sonal Jayprakash Bhatt

Non-Executive Independent Director

-

-

-

-

Mr. Yogesh Kumar Rawal

Non-Executive Independent Director

-

-

-

-

Mr. Dipan Patel Jesinghbhai

Non-Executive Director

-

-

-

-

Ms. Kavita Dipan Patel

Whole Time Director

80650

-

-

80650

Notes:

1. Mr. Manoj Mehrotra (DIN: 07224970) was appointed as Managing Director of the Company by the Board at their meeting held on 07th July, 2015, and his appointment was further approved by the Members of the Company at the Annual General Meeting held on 21st September, 2015.

2. Mrs Kavita Dipan Patel (DIN: 02444976) resigned from the Directorship of the Company with effect from 07 th July, 2015.

3. Mr. Dipan Patel Jesingbhai (DIN: 05359769) resigned from the Directorship of the Company with effect from 13th February 2016.

Disclosure pursuant to Part-II, Section-II, 3rd Provision, Point No-IV of Schedule-V under Section 196 and 197 of all the Directors

i. All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc of all the Directors- As stated above

ii. Details of fixed component and performance linked incentives along with performance criteria- Nil

iii. Service Contracts, notice period, severance fees- Not Applicable

iv. Stock options details, if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable- Not Applicable

None of the Non-Executive Director except Ms. Sonal Jayprakash Bhatt, holds shares of the Company as on 31st March, 2016.

Performance Evaluation of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The Nomination and Remuneration Committee reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance of the Board, Non-Independent Directors and Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of committees of the Board include aspects like composition of committees, effectiveness of committee meetings, etc. The criteria for performance evaluation of the Individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions, etc. In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The Committee met 4 (Four) times during the financial year 2015-16 on 30th May 2015, 28th August 2015, 14th November 2015 & 13th February 2016. The constitution of the Stakeholders

Relationship Committee of the Board of Directors of the Company as on 31st March, 2016 comprises of:

Sl No

Name

Category

Designation

1

Ms. Sonal Jayprakash Bhatt

Non-Executive Independent Director

Chairman

2

Mr. Yogesh Kumar Rawal

Non-Executive Independent Director

Member

3

Mr. Manoj Mehrotra

Managing Director

Member

Meetings and Attendance during the year

The Committee held Four (4) Meetings during the Financial Year 2015-16, the dates of the meeting being 30th May 2015, 28th August 2015, 14th November 2015 & 13 th February 2016. The attendance of the Members at the above Committee meetings was as follows:

Name of the Member

No. of meetings held

No. of meetings attended

Ms. Sonal Jayprakash Bhatt

4

4

Mr. Yogesh Kumar Rawal

4

4

Mr. Manoj Mehrotra

4

3

Ms. Kavita Dipan Patel

4

1

Notes:

1. Mr. Manoj Mehrotra (DIN: 07224970) was appointed as Managing Director of the Company by the Board at their meeting held on 07th July, 2015, and his appointment was further approved by the Members of the Company at the Annual General Meeting held on 21st September, 2015.

2. Mrs Kavita Dipan Patel (DIN: 02444976) resigned from the Directorship of the Company with effect from 07 th July, 2015.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behavior and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organization. The Company affirms that during the year no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the Company’s official website at the we blink www.sunstarrealtors.com.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received during the financial year 2015-2016.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Loans and Investments or provided any Guarantee or security during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company’s official website at the we blink www.sunstarrealtors.com.

There are no contracts or arrangements entered into by the Company during the year with Related Parties referred to in Section 188 (1) of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Directors draw attention of the members to Note No. 21 to the financial statement which set out related party disclosures.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as “Annexure-D” forming part of this Report.

The Company have no employee drawing a remuneration of Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

Company is listed in BSE-SME. Hence, Corporate Governance Report is not applicable to the Company for the financial year 2015-2016.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is given as “Annexure-E” forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2015-16.

RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Directors of the Company confirm that:

- in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

- 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 31 st March, 2016 and of the profit & loss of the Company for the Financial Year ended 31st March, 2016;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2016, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a ‘going concern’ basis;

- the internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively during the year; and

- proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For & On behalf of the Board

Manoj Mehrotra

Place : Mumbai Managing Director

Date : 30th May, 2016 DIN: 07224970


Mar 31, 2015

Dear Members,

The Directors’ are pleased to present the Seventh Annual Report and the Company’s audited financial statement for the financial year ended 31st March, 2015.

The Financial Results of the company are summarized below:

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS

Year ended 2014-2015

Year ended 2013-2014

Total Income

1894.63

1734.52

Total Expenditure

1756.81

1638.23

Profit before Taxation

92.82

96.29

Tax Expense

28.68

29.76

Profit for the Period

64.14

66.52

Brought forward from previous year

90.04

23.52

Surplus carried to Balance Sheet

154.18

90.04

RESULTS OF OPERATION AND THE STATE OF COMPANY’S AFFAIRS

The company’s Total Income has increased from Rs. 1734.52 Lakhs to Rs. 1849.63 Lakhs. Its Profit after Tax has also increased from Rs 66.52 Lakhs to Rs 64.14 Lakhs.

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

With the efforts of the Management team, your company has come up with several ventures. Some of them are:

1. To build Some Residential & Commercial units near Yamuna Nagar, New Delhi

2. Has acquired plots of land near Mouza Bhatenda, Near Rajarhat, Salt Lake, Kolkata

3. Has entered into Joint venture with Ganguly Home Search Pvt Ltd for construction of Residential & Commercial plots

4. Grabbed the project from M/s Royal Infraconstru Ltd of around Rs. 15 Crores for execution of Construction of Chennai outer Ring Road Phase II from Nemilicheri in NH 205 to Minjur in Thirnvottiyur-Ponneri-Panchetti(TPP) Road at Chennai, in the state of Tamilnadu.

DIVIDEND

With a view to conserve the resources and to infuse the same in the Business for future needs & strengthening the financial position of the company, the Directors regret their inability to propose any Dividend for the year under review.

TRANSFER OF RESERVES

Your Company has not made any transfer in reserves & an amount of Rs.154.18 Lakhs is retained in the Profit & Loss Account.

SPLIT OF SHARES

The meeting of the Board of Directors was held on 1st April, 2015 to split the Face Value of equity shares from Rs. 10/- to Re. 1/- each and the said split got shareholders approval whose result was declared on 16th May, 2015.

MANAGEMENT’S 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 as an Annexure 1.

SHARE CAPITAL

Your company have not raised any money by issuing Equity Share of the Company during the Financial Year 2014-2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the Going Concern status and Company’s operation in future.

RELATED PARTY TRANSACTION

During the Financial Year 2014-2015 your Company’s transaction with the Related Parties as defined under the Companies Act, 2013, rules framed there under and revised clause 52 of the Listing Agreement with the Stock Exchange, were in the ‘Ordinary course of business’ and ‘at arm’s length’ basis. Your Company did not have any Related Party Transaction which requires prior approval of the shareholders. Necessary disclosures required under the Accounting Standard (AS-18) have been made in the Notes to Financial Statements.

RISK MANAGEMENT

The objective of risk management is to balance the trade off between risk and return and ensure optimum risk adjusted return on capital. The Risk Management Policies related to Procurement, Debtors, Financing and Investments are in place and properly documented and reviewed continuously. The processes have been laid down to oversee the implementation of the policies and continuous monitoring of the same.

Our Board level Committees viz. Audit Committee oversee risk management policies and procedures. It reviews the credit and operational risks, reviews policies in relation to investment strategy and other risks like interest rate risk, compliance risk and liquidity risk.

DIRECTORS’ RESPONSIBILITY STATEMENT

Accordingly, pursuant to the requirements under Section 134(3) (c) and 134 (5) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed and no material departures have been made from the same;

ii. 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 and of the profit of the Company for the year under review;

iii. Directors have taken proper and sufficient care 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;

iv. Directors have prepared the annual accounts for the financial year ended 31st March, 2015, on a ‘going concern’ basis.

v. Directors have laid down internal financial controls which has been followed by the company and that such internal financial controls are adequate and were operating effectively:

vi. Directors have devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

Your company is committed to maintain the highest standard of Corporate Governance. Your company has complied with the Corporate Governance requirements as per Clause 52 of the Listing Agreement with the Stock Exchange.

The Report on Corporate Governance as stipulated under Clause 52 of the Listing Agreement forms part of the Annual Report as an Annexure 2.

INTERNAL CONTROL

The Company’s internal audit system are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operation through adherence to the company’s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of internal controls system are given in Management Discussion and Analysis Report, which forms part of the Director’s Report.

DETAILS OF SUBSIDIARIES, ASSOCIATES COMPANY

Your Company doesn’t have any Subsidiary Company or Associate Company.

BOARD AND COMMITTEE MEETING

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Eight Board Meetings, One Extra-Ordinary General Meeting and One Annual General Meeting were convened and held during the year.

There are 3 Board Committees as on 31st March 2015 viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee.

Our Audit Committee with Mr. Yogesh Kumar Rawal, Mr. Dipan Patel Jesingbhai and Ms. Sonal Jayprakash Bhatt as members. There have not been any instances during the year when recommendation of the Audit Committee was not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition an redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The company has not received any complaint of sexual harassment during the Financial Year 2014-2015

DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Asamanja Deb ceased to be the Director of the company with effect from 21st November, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 52 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The following policies of the Company are attached herewith marked as Annexure 3: Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees.

AUDITORS AND AUDITOR’S REPORT

M/s. J V Modi & Co., Chartered Accountants, (Firm Registration No.-137951W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board of Director has appointed M/s Amit Jain & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure 4 to this Report.

INTERNAL AUDITOR

In terms of provision of Section 138 of the Act, M/s R N A & Associates, Chartered Accountant, (Firm Registration No.-136734W) were appointed as Internal Auditor for the Financial Year 2014-2015. The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the applicable sections of the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and adopted Whistle Blower Policy in compliance with the provisions of Section 177 of Companies Act, 2013 and Clause 52 of the Listing Agreement. The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior management of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Task Force or to the Chairman of the Audit Committee.

The policy on Vigil Mechanism/Whistle Blower Policy may be accessed on the website of the company.

NOMINATION AND REMUNERATION POLICY

The Board has Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of provisions of Section 178 of the Companies Act, 2013 and Clause 52 of the Listing Agreement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

a) Particulars of Conservation of Energy, and Technology Absorption

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.

b) Foreign Exchange Earnings and Outgo

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

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in form MGT. 9 of the Company is annexed herewith as Annexure 5 to this Report.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee during the financial year 2014-2015 in respect of whom information is required to be given pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The company has not issued/allotted any shares, during the year under review, pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, erstwhile Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and as per Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

CORPORATE SOCIAL RESPOSIBILITY

The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Place: Mumbai Kavita Patel

Date: 30th May 2015 Whole Time Director


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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