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Directors Report of Sunteck Realty Ltd.

Mar 31, 2023

Your Directors have the pleasure in presenting the 40th 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, 2023.

FINANCIAL HIGHLIGHTS

The Company''s performance during the financial year ended 31st March, 2023 as compared to the previous financial year is summarised below:

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	For the year ended on	For the year ended on	For the year ended on	For the year ended on
	March 31,	March 31,	March 31,	March 31,
	2023	2022	2023	2022
Revenue from Operations	36,244.72	51,307.56	12,161.86	21,854.11
Other Income	2,842.59	2,094.72	2,742.83	1,239.60
Total Income	39,087.31	53,402.28	14,904.69	23,093.71
Total Expenditure	39,339.33	50,264.47	16,629.63	21,649.37
Profit for the period before tax and share of profit/ (loss) of Associates/ Joint ventures and exceptional items	(252.02)	3,137.81	(1,724.94)	1,444.34
Share of profit/(loss) of Associate/ Joint Ventures	700.37	117.26	-	-
Exceptional Items		-	-	-
Profit/ (Loss) Before Tax	448.35	3,255.07	(1,724.94)	1,444.34
Current Tax	817.88	285.82	3.49	222.48
Deferred Tax	(510.42)	460.35	(566.51)	(67.89)
Profit/ (Loss) After Tax	140.89	2,508.90	(1,161.92)	1,289.75
Other Comprehensive Income	1,591.10	646.43	(145.59)	68.82
Total Comprehensive Income	1,731.99	3,155.33	(1,307.51)	1,358.57

REVIEW OF OPERATIONS

During the year under review, the consolidated total income for the current year amounted to '' 39,087.31/- Lakhs compared to '' 53,402.28/- Lakhs in the previous year. The Profit/ (Loss) before tax on consolidated basis stands at '' 448.35/- Lakhs as compared to '' 3,255.07/- Lakhs during the previous year.

The total income earned is '' 14,904.69 Lakhs compared to previous year''s revenue of '' 23,093.71/- Lakhs on standalone basis. The Profit/ (Loss) before tax on standalone basis stands at '' (1,724.94/-) Lakhs compared to '' 1,444.34/- Lakhs during the previous year.

NATURE OF BUSINESS

The Company is engaged in the activities of real estate development of residential and commercial projects. During the year under review, there was no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend final dividend of 150% (i.e. '' 1.50/- per equity share of the face value of Re. 1 each) to the shareholders for the financial year ended 31st March, 2023. The dividend shall be subject to the approval of the shareholders at the ensuing Annual General Meeting. Total outflow on account of dividend shall amount to '' 219,718,077 (Rupees Twenty One Crore Ninety Seven Lakh Eighteen Thousand Seventy Seven Only).

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Dividend Distribution Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The Board of the Company has adopted a Dividend

Distribution Policy which is available on the website of the Company https://www.sunteckindia.com/images/investor/ code_Policy/1686134887_dividend-distribution-policy.pdf

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 202223.

SHARE CAPITAL

During the year under review, your Company allotted 28,723 Equity Shares of face Value of Re. 1/- each (Rupee One Only) to option grantees pursuant to exercise of options under Company''s Employee Stock Option Scheme 2017 and 2018 (ESOS 2017 and 2018). All allotted shares rank pari-passu to the existing shares of the Company in all respects.

Pursuant to the above allotment, the paid up capital of the Company increased to 146,478,718 Equity shares of Re. 1/-each aggregating to '' 146,478,718/- (Rupees Fourteen Crores Sixty Four Lakh Seventy Eight Thousand Seven Hundred and Eighteen Only).

DEPOSITS

In terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year financial year 2022-23, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2023, the Company had 25 subsidiaries which includes 3 foreign companies and 3 LLPs. Additionally, the Company has 4 joint venture which includes 1 foreign company and 2 LLPs.

During the year, the Company through its wholly owned subsidiary, Clarissa Facility Management LLP, acquired 100% equity shares of Rusel Multiventures Private Limited (Rusel), pursuant to which Rusel, became a step down subsidiary of the Company.

The Board of Directors of the Company and its wholly owned subsidiary, Starlight Systems (I) Private Limited (the "Transferor Companyâ), have approved the arrangement for amalgamation of the Transferor Company on a going concern basis with the Company (the "Transferee Companyâ) in their respective meetings held on 10th November, 2022. The Company has filed necessary applications with the National Company Law Tribunal (NCLT) for approval of the aforesaid scheme.

Post 31st March, 2023, Magnate Industries LLP, a wholly owned subsidiary of the Company has been converted into a private company limited by shares i.e. Maganate Industries Private Limited with effect from 17th May, 2023 and it continues to be the wholly owned subsidiary of the Company.

The Board of Directors of the Company at its board meeting held on 26th May, 2023, have approved the Scheme of Amalgamation of its wholly owned subsidiaries i.e. Skystar Buildcon Private Limited, Advaith Infraprojects Private Limited, Magnate Industries Private Limited and Shivay Brokers Private Limited (the Transferor Companies) with Sunteck Realty Limited (the Transferee Company) pursuant to the provisions of Sections 230 to 232 and other applicable sections and provisions of the Companies Act, 2013. The said Scheme of Amalgamation is subject to the requisite statutory and regulatory approvals.

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company, its subsidiaries, associates and joint venture entities in accordance with applicable Accounting Standards issued by The Institute of Chartered Accountants of India, forms part of this Annual Report. The performance and financial position of each of the subsidiaries, associates and Joint Venture companies for the year ended 31st March, 2023 is attached to the financial statements hereto in Form AOC 1.

In terms of Section 136 of the Companies Act, 2013, separate audited accounts in respect of each of subsidiaries have been placed on the website of the Company. Further, the Company shall provide a copy of separate audited annual accounts in respect of each of its subsidiary to any member of the Company who asks for it and said annual accounts will also be kept open for inspection at the Registered Office of the Company.

The Company has formulated a policy for determining ''material'' subsidiaries and such policy is disclosed on Company''s website https://www.sunteckindia.com/investor-relations.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with provisions of Section 152 of the Companies Act, 2013, Mr. Atul Poopal, Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Appropriate resolution for aforesaid re-appointment is being placed for approval of the members at the ensuing AGM.

The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013. The Board confirms that the Independent Directors who were required to, have duly passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

The certificate under Regulation 34(3) of Listing Regulations forms part to this report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met 4 times during the financial year ended 31st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

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 31st March, 2023, 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, if any;

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 31st March, 2023 and of the profit 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.

Committees of the Boarda) 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.

b) Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013. Kindly refer to the 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.

c) Corporate Social Responsibility Committee

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the year are set out in Annexure I of this report as per the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended thereto.

The CSR Policy may be accessed on the Company''s website at the link https://www.sunteckindia.com/investor-relations

d) Other Board Committees

For details of other Board Committees'' viz. Stakeholders Relationship Committee and others, kindly refer to the section ''Committees of the Board of Directors'' which forms part of the Corporate Governance Report.

Vigil Mechanism for the Directors and Employees

In compliance with provisions of section 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations, 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 https://www.sunteckindia.com/investor-relations

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 Board has constituted Risk Management Committee for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Risk Management Committee of the Board is responsible for developing and monitoring the risk management policies and also oversees how management monitors compliance with the Company''s risk management policies and procedures.

The approach is based on identification, evaluation, and mitigation of operational, strategic and environmental risks, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

A formal evaluation mechanism has been adopted for evaluating the performance of the Board, the Committees thereof, individual Directors and the Chairman of the Board. The evaluation is based on criteria which include, among others, providing strategic perspective, integrity and maintenance of confidentiality and independence of judgment, Chairmanship of Board and Committees, attendance, time devoted and preparedness for the Meetings, quality, quantity and timeliness of the flow of information between the Board Members and the Management, contribution at the Meetings, effective decision making ability, monitoring the corporate governance practices, role and effectiveness of the Committees and effective management of relationship with stakeholders. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

Particulars of Remuneration

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure IV attached hereto.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the members at registered office of the Company during business hours on working days up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEMES

In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended thereto, the details of Employees Stock Option Schemes of the Company as on 31st March, 2023 are furnished in Annexure II attached herewith and forms part of this Report and is also available on the

website of the Company https://www.sunteckindia.com/investor-relations. The ESOS Schemes of the Company are in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES, OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, details of Loans, guarantees and investments given/made during the financial year under review are part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 and on arm''s length basis. There are no material significant related party transactions made by the Company with Promoters, Directors, or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. In view of the above, the requirement of giving particulars of contracts / arrangements / transactions made with related parties, in Form AOC-2 is not applicable for the year under review.

The Policy on related party transactions and procedures dealing with related party transactions as approved by the Board may be accessed on the Company''s website at https://www.sunteckindia.com/investor-relations.

Disclosure on related party transactions is provided in notes to financial statements.

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 and is operating effectively. The Company''s IFC framework is commensurate with its size, scale and complexity of operations. The controls, based on the prevailing Business conditions and processes have been reviewed by the Company to strengthen the same wherever required. In compliance with the provisions of section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the internal control systems are supplemented by Internal Audit carried out by independent firm of Chartered Accountants for periodical review by management. The Audit committee reviews the reports submitted by the Internal Auditors in its meeting.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations. No application is made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one time settlement of the Company with any Bank or Financial Institution.

STATUTORY AUDIT AND AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration number-001076N/ N500013) were appointed as the Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of the 37th Annual General Meeting held on 29th September, 2020 till the conclusion of 42nd Annual General Meeting to be held in the year 2025. The Company has received a certificate from Walker Chandiok & Co. LLP that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Observations of statutory auditors on accounts for the year ended 31st March, 2023:

There are no qualifications, reservations or adverse remarks made by M/s. Walker Chandiok & Co LLP. Chartered Accountants, Statutory Auditors of the Company, in their report for the financial year ended 31st March, 2023.

SECRETARIAL AUDIT

As required under the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit report of the Company carried out by Mr. Veeraraghavan N., Company Secretary in practice for the 2022-23, in Form MR-3, forms

part to this report. Pursuant to Regulation 24A of Listing Regulations, the Secretarial Audit Reports in respect of the material unlisted subsidiaries of your Company viz., Skystar Buildcon Private Limited, Satguru Corporate Services Private Limited and Rammit Corporate Solutions Private Limited for 2022-23, forms part of this report. The said reports does not contain any qualification, reservation or adverse remark or disclaimer.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Maintenance of Cost records and Cost Audit is applicable which has been complied with by the Company. On the recommendation of the Audit Committee, the Board has re-appointed M/s. Kejriwal & Associates, Cost Accountants (Firm Registration No. 101363), to audit the cost accounts of the Company for the financial year ending on 31st March, 2023. Remuneration payable to the Cost Auditor needs to be ratified by the members of the Company and hence, a resolution seeking members'' ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the AGM.

ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is available on the website of the Company at https://www.sunteckindia.com/investor-relations.

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

The Company adopts good practices by using rainwater harvesting thereby lowering fresh water intake and reducing run-offs. The Company uses Dual Fitting Tanks and LED lights which reduces the burden on energy usage in the construction area. The Company uses steel products for rolling mills which saves considerable amount of natural resources and energy required to convert steel from ores. Fly ash and GGBS are the waste generated from the thermal power plant and steel plants respectively used in concrete which consumes waste generated by other industries and also produce more durable concrete. Sites are covered with G1 sheets which reduces the equipment noise and prevents dust getting blown up in air in windy days. The use of STP water for flushing and gardening reduces the burden on natural water resources. Wherever possible solar PV panels for common area lighting are used which in turn reduces the carbon footprints.

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

i) Foreign Exchange Earned: '' 26,034,749 (P.Y. Nil)

ii) Foreign Exchange Outflow: '' 90,547,503 (P.Y. '' 212,533,872)

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

OTHER DISCLOSURES Corporate Governance

The report on Corporate Governance and the certificate from Company Secretary in Practice regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms 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.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report of the Company for the financial year ended 31st March, 2023 is attached as Annexure III which forms part of this Report.

Fraud Reporting

No fraud has been reported during the audit conducted by Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

Unclaimed and Unpaid Dividends, and transfer of shares to IEPF

Kindly refer section on Corporate Governance, under head ''Unclaimed and Unpaid Dividends, and transfer of Shares to IEPF'' for the amounts of unclaimed and unpaid dividends lying with the Company.

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.

For and on behalf of the Board of Directors Kamal Khetan

Chairman & Managing Director

Mumbai, 26th May, 2023 (DIN: 00017527)

Mar 31, 2022

Your Directors have the pleasure in presenting the 39^th Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2022.

FINANCIAL HIGHLIGHTS

The Company''s performance during the financial year ended 31^st March, 2022 as compared to the previous financial year, is summarised below:

('' in Lakhs)
Particulars	Consolidated		Standalone
	For the year ended on 31^st March, 2022	For the year ended on 31^st March, 2021	For the year ended on 31^st March, 2022	For the year ended on 31^st March, 2021
Revenue from Operations	51,307.56	61,405.93	21,854.11	31,411.09
Other Income	2,094.72	1,676.74	1,239.60	2,508.08
Total Income	53,402.28	63,082.67	23,093.71	33,919.17
Total Expenditure	50,264.47	56,676.91	21,649.37	28,847.71
Profit for the period before tax and share of profit/ (loss) of Associates/ Joint ventures and exceptional items	3,137.81	6,405.76	1,444.34	5,071.46
Share of profit/(loss) of Associate/ Joint Ventures	116.69	34.26	-	-
Exceptional Items	-	603.50	-	603.50
Profit Before Tax	3,254.50	5,836.52	1,444.34	4,467.96
Current Tax	285.82	1,026.89	222.48	697.09
Deferred Tax	460.35	615.56	(67.89)	(13.31)
Profit After Tax	2,508.33	4,194.07	1,289.75	3,784.18
Other Comprehensive Income	647.00	(459.43)	68.82	12.29
Total Comprehensive Income	3,155.33	3,734.64	1,358.57	3,796.47

REVIEW OF OPERATIONS

During the year under review, the consolidated total income for the current year amounted to '' 53,402.28 Lakhs compared to '' 63,082.67/- Lakhs in the previous year. The profit before tax on consolidated basis stands at '' 3,254.50/-Lakhs as compared to '' 5,836.52/- Lakhs during the previous year.

The total income earned is '' 23,093.71/- Lakhs compared to previous year''s revenue of '' 33,919.17/- Lakhs on standalone basis. The profit before tax on standalone basis stands at '' 1,444.34/- Lakhs compared to profit before tax of '' 4,467.96/- Lakhs during the previous year.

NATURE OF BUSINESS

The Company is engaged in the activities of real estate development of residential and commercial projects. During the year under review, there was no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend final dividend of 150% (i.e. '' 1.50/- per equity share of the face value of '' 1 each) to the shareholders for the financial year ended 31^st March, 2022. The dividend shall be subject to the approval of the shareholders at the ensuing Annual General Meeting. Total outflow on account of dividend shall amount to '' 21,96,74,992.50/- (Rupees Twenty One Crore Ninety Six Lakh Seventy Four Thousand Nine Hundred Ninety Two and Fifty Paise Only).

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 2021-22. SHARE CAPITAL

During the year under review, your Company allotted 55,505 Equity Shares of face Value of '' 1/- each (Rupee One Only) to option grantees pursuant to exercise of options under Company''s Employee Stock Option Scheme 2017 and 2018 (ESOS 2017 and 2018). All allotted shares rank pari-passu to the existing shares of the Company in all respects.

Pursuant to the above allotment, the paid up capital of the Company increased to 14,64,49,995 Equity shares of '' 1/-each aggregating to '' 14,64,49,995/- (Rupees Fourteen Crore Sixty Four Lakh Forty Nine Thousand Nine Hundred and Ninety Five Only).

DEPOSITS

In terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year financial year 2021-22, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March, 2022, the Company had 24 subsidiaries which includes 3 foreign companies and 4 LLPs. Additionally, the Company has 4 joint venture / associates which includes 1 foreign company and 2 LLPs.

During the year, the Company through its wholly owned subsidiary, Mithra Buildcon LLP, acquired 100% equity shares and compulsorily convertible debentures, representing 100% on a fully diluted basis, of Industele Property Private Limited (Industele), pursuant to which Industele, became a step down subsidiary of the Company.

Further, during the year, Industele acquired 99% equity stake in Rammit Corporate Solutions Private Limited (Rammit) by conversion of 100 optionally convertible debentures into 10,00,000 equity shares of face value of '' 10 each. As a result of such conversion, Rammit and Prija Trading Private Limited (Prija), a wholly owned subsidiary of Rammit, have become step down subsidiaries of the Company.

Further, pursuant to an order dated 30^th May, 2022 of the Regional Director, Western Region, Mumbai with respect to Scheme of amalgamation of Prija (Transferor Company) with Rammit (Transferee Company) in accordance with the provisions of Section 233 of the Companies Act, 2013 (''Scheme''), Prija has ceased to be a step down subsidiary of the Company.

During the year, Sunteck Lifespace Private Limited and Sunteck Infracon Private Limited have become the wholly owned subsidiaries of the Company.

Post 31^st March, 2022, Sunteck Realtors Private Limited has become the wholly owned subsidiary of the Company. Further, Starlight Systems (I) LLP, a wholly owned subsidiary of the Company has been converted into a private company limited by shares i.e. Starlight Systems (I) Private Limited with effect from 29^th April, 2022 and it continues to be the wholly owned subsidiary of the Holding Company. The Certificate of Incorporation in the name of Starlight Systems (I) Private Limited was issued by the Registrar of Companies, Central Registration Centre on 2^nd May, 2022.

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company, its subsidiaries, associates and joint venture entities in accordance with applicable Accounting Standards issued by The Institute of Chartered Accountants of India, forms part of this Annual Report. The performance and financial position of each of the subsidiaries, associates and Joint Venture companies for the year ended 31^st March, 2022 is attached to the financial statements hereto in Form AOC 1.

The Company has formulated a policy for determining ''material'' subsidiaries and such policy is disclosed on Company''s website www.sunteckindia.com

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of Mr. Kamal Khetan (DIN 00017527) as Chairman and Managing Director of the Company shall end on 29^thMay, 2023. In accordance with the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 11^th August, 2022 re-appointed him as the Chairman and Managing Director of the Company for a further period of Five years with effect from 30^th May, 2023 upto 29^th May, 2028, subject to approval of the members of the Company at the ensuing Annual General Meeting (AGM) and such other consents as may be required. The resolution seeking your approval for his re-appointment is incorporated in the Notice of the ensuing AGM.

In compliance with provisions of Section 152 of the Companies Act, 2013, Mrs. Rachana Hingarajia, Director of the Company retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Appropriate resolution for aforesaid re-appointment is being placed for approval of the members at the ensuing AGM.

The Board of Directors, on recommendation of Nomination and Remuneration Committee, appointed Mr. Mukesh Jain, Mr. Chaitanya Dalal and Mr. V. P. Shetty as Independent Directors of the Company with effect from 18^th September, 2021 and 11^th November, 2021 respectively, subject to approval of members.

At the AGM held on 30^th September, 2021, the Members have approved the appointment of Mr. Mukesh Jain and Mr. Chaitanya Dalal, as Independent Directors with effect from 18^th September, 2021 for a term of five consecutive years.

During the year, the Board of Directors sought approval of the shareholders of the Company through Postal Ballot process for appointment of Mr. V. P. Shetty, as an Independent Director and continuance of his appointment beyond attaining the age of 75 years. The resolution was passed with requisite majority of the members on 24^th March, 2022.

The term of office of Mr. Ramakant Nayak and Mr. Kishore Vussonji as an Independent Director came to an end on conclusion of the 38^th AGM of the Company held on 30^th September, 2021. Consequently, they ceased to be a Director and member of the Committees of the Company after the conclusion of 38^th AGM of the Company.

The Board of Directors places on record its sincere appreciation for the valuable contribution made by Mr. Ramakant Nayak and Mr. Kishore Vussonji during their tenure as Directors of the Company.

The certificate under Regulation 34(3) of Listing Regulations forms part to this report.

Mr. Manoj Agarwal shall ceased to act as Chief Financial Officer of the Company with effect from 1^st September, 2022. Mr. Prashant Chaubey was appointed as Chief Financial Officer of the Company with effect from 2^nd September, 2022.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met 6 times during the financial year ended 31^st March, 2022 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

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 31^st March, 2022, the Board of Directors hereby confirms that:

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

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 31^st March, 2022 and of the profits of the Company for the year ended on that date;

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.

Committees of the Boarda) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

The CSR Policy may be accessed on the Company''s website at the link https://www.sunteckindia.com/codes-policies.php

d) Other Board Committees

Vigil Mechanism for the Directors and Employees

Risk Management

Annual Evaluation of Directors, Committee and Board

quantity and timeliness of the flow of information between the Board Members and the Management, contribution at the Meetings, effective decision making ability, monitoring the corporate governance practices, role and effectiveness of the Committees and effective management of relationship with stakeholders. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

Particulars of Remuneration

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEMES

In compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended thereto, the details of Employees Stock Option Schemes of the Company as on 31^st March, 2022 are furnished in Annexure II attached herewith and forms part of this Report and is also available on the website of the Company https://www.sunteckindia. com/financials.php. The ESOS Schemes of the Company are in compliance with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES, OR INVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Disclosure on related party transactions is provided in notes to financial statements.

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

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls in place with reference to financial statements and is operating effectively. The Company''s IFC framework commensurate with its size, scale and complexity of operations. The controls, based on the prevailing Business conditions and processes have been reviewed by the Company to strengthen the same wherever required. In compliance with the provisions of section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the internal control systems are supplemented by Internal Audit carried out by independent firm of Chartered Accountants for periodical review by management. The Audit committee reviews the reports submitted by the Internal Auditors in its meeting.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDIT AND AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration number-001076N/ N500013) were appointed as the Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of the 37^th Annual General Meeting held on 29^th September, 2020 till the conclusion of 42^nd Annual General Meeting to be held in the year 2025. The Company has received a certificate from Walker Chandiok & Co. LLP that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Observations of statutory auditors on accounts for the year ended 31^st March, 2022:

SECRETARIAL AUDIT

As required under provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit report of the Company carried out by Mr. Veeraraghavan N., Company Secretary in practice for 2021-22, in Form MR-3, forms part to this report. Pursuant to Regulation 24A of Listing Regulations, the Secretarial Audit Reports in respect of the material unlisted subsidiaries of your Company viz., Skystar Buildcon Private Limited and Satguru Corporate Services Private Limited 2021-22, forms part of this report. The said reports does not contain any qualification, reservation or adverse remark or disclaimer.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Maintenance of Cost records and Cost Audit is applicable which has been complied with by the Company. On the recommendation of the Audit Committee, the Board has re-appointed M/s. Kejriwal & Associates, Cost Accountants (Firm Registration No. 101363), to audit the cost accounts of the Company for the financial year ending on 31^st March, 2022. Remuneration payable to the Cost Auditor needs to be ratified by the members of the Company and hence, a resolution seeking members'' ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the AGM.

ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2022, is available on the website of the Company at https://www.sunteckindia.com.

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

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

i) Foreign Exchange Earned: '' NIL (P.Y. Nil )

ii) Foreign Exchange Outflow: '' 212,533,872 (P.Y. '' 9,85,82,679)

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of the Companies Act, 2013, the Company has complied with the Secretarial Standard on the Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

OTHER DISCLOSURES Corporate Governance

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.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report of the Company for the financial year ended 31^st March, 2022 is attached as Annexure III which forms part of this Report.

Fraud Reporting

No fraud has been reported during the audit conducted by Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

Unclaimed and Unpaid Dividends, and transfer of shares to IEPF

Kindly refer section on Corporate Governance, under head ''Unclaimed and Unpaid Dividends, and transfer of Shares to IEPF'' for the amounts of unclaimed and unpaid dividends lying with the Company.

ACKNOWLEDGEMENT AND APPRECIATION

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.

For and on behalf of the Board of Directors Kamal Khetan

Chairman & Managing Director

Mumbai, 11^th August, 2022 (DIN: 00017527)

Mar 31, 2018

The Members, Sunteck Realty Limited

The Directors have the pleasure in presenting the 35^th Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March 2018.

FINANCIAL HIGHLIGHTS

The Companyâs performance during the financial year ended 31^st March, 2018 as compared to the previous financial year, is summarised below:

(Rs. In Lakhs except as stated)

Particulars	Standalone		Consolidated
Particulars	For the year ended on 31.03.2018	For the year ended on 31.03.2017	For the year ended on 31.03.2018	For the year ended on 31.03.2017
Revenue from Operations	17,572.67	19,724.14	88,828.63	95,219.65
Other Income	2,262.03	1,843.72	925.13	816.38
Total Income	19,834.70	21,567.86	89,753.76	96,036.03
Total Expenditure	6,836.98	5,612.60	56,002.03	65,192.00
Profit for the period before tax and share of profit/ (loss) of Associates/ Joint ventures	12,997.72	15,955.26	33,751.73	30,844.03
Share of profit/(loss) of Associate/ Joint Ventures	-	-	(568.16)	(509.76)
Profit Before Tax	12,997.72	15,955.26	33,183.57	30,334.27
Current Tax	237.62	35.92	10,002.45	8,671.43
Taxation of Earlier Years	(5.08)	0.25	23.37	5.23
Deferred Tax	405.96	83.63	759.86	81.20
MAT Credit	-	-	(0.75)	(37.60)
Profit After Tax	12,359.22	15,835.46	22398.64	21614.01
Other Comprehensive Income	14.27	7.37	(65.87)	406.38
Total Comprehensive Income	12,373.49	15,842.83	22,332.77	22,020.39

Note: Your Company has adopted Indian Accounting Standards (referred to as Ind AS) with effect from 1^st April, 2016 and accordingly these financial statements along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder and other accounting principles generally accepted in India.

REVIEW OF OPERATIONS

During the year under review, the consolidated revenue for the current year amounted to Rs. 89,753.76/- Lakhs against Rs. 96,036.03/- Lakhs compared to the previous year. The profit before tax on consolidated basis stands at Rs. 33,183.57/- Lakhs as compared to Rs. 30,334.27/- Lakhs during the previous year.

The total revenue earned is Rs. 19,834.70. /- Lakhs compared to previous yearâs revenue of Rs. 21,567.86/- Lakhs on standalone basis. The profit before tax on standalone basis stands at Rs. 12,997.72/- Lakhs as compared to a loss of Rs. 15,955.26/- Lakhs during the previous year.

NATURE OF BUSINESS

The Company is engaged in the activities of real estate development of residential and commercial projects. During the year under review, there was no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of 150 % i.e. Rs. 1.5/- per Equity share on 146315027 Equity Shares of face value Re. 1.00/- each out of the profits of the Company for the financial year 2017-18 subject to approval of shareholders at the ensuing Annual General Meeting. Total outflow on account of dividend shall amount to Rs. 21,94,72,541/- (Rupees Twenty One Crores Ninety Four Lakhs Seventy Two Thousand Five Hundred and Forty One Only) excluding dividend distribution tax.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 2017-18.

SHARE CAPITAL

1. The Equity Share Capital of the Company was sub-divided, 1 (One) Equity Share of the nominal value of Rs. 2/- each (Rupees Two Only) into 2 (Two) Equity Shares of Re.1/- each (Rupee One Only) thereby 6,29,92,735 (Six Crores Twenty Nine Lakhs Ninety Two Thousand Seven Hundred and Thirty Five) paid up Equity Shares of Rs. 2/- (Rupees Two Only) each were sub-divided into 12,59,85,470 (Twelve Crores Fifty Nine Lakhs Eighty Five Thousand Four Hundred and Seventy) Equity Shares of Re. 1/- (Rupee One Only) each w.e.f. 26^th July, 2017.

2. Your Company allotted 1, 55, 27,950 (One Crore Fifty Five Lakhs Twenty Seven Thousand Nine Hundred and Fifty) Equity Shares of Re. 1/- (Rupee One Only) per share to the Qualified Institutional Buyers on 31^st October, 2017 through a Qualified Institutions Placement in accordance with Chapter VIII and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and as amended from time to time. All issued shares rank pari-passu to the existing shares of the Company in all respects.

3. Your Company allotted 46,67,697 (Forty Six Lakhs Sixty Seven Thousand Six Hundred and Ninety Seven) Equity shares of face value Re. 1/- (Rupee One Only) to Promoter Group Entities under Preferential Issue on 7^th December, 2017 under Chapter VII and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and as amended from time to time. The said shares shall rank pari-passu the existing shares of the Company in all respects.

4. Your Company allotted 1,33,910 (One Lakh Thirty Three Thousand Nine Hundred and Ten) Equity Shares of Re. 1/- (Rupee One Only) per share to option grantees on 18^th December, 2017 who had exercised their options during the year under the Companyâs Employee Stock Option Scheme 2013 (ESOP 2013). All issued shares rank pari-passu to the existing shares of the Company in all respects.

Pursuant to the above allotments, the paid up capital of the Company stands increased to 14,63,15,027 (Fourteen Crores Sixty Three Lakhs Fifteen Thousand and Twenty Seven) Equity shares of Re. 1/- each aggregating to Rs. 14,63,15,027/- (Rupees Fourteen Crores Sixty Three Lakhs Fifteen Thousand and Twenty Seven Only).

REDEMPTION OF NON-CONVERTIBLE DEBENTURES DURING THE YEAR

The Company has made timely interest and redemption amount payment to the Debentureholders of 500, 11.75% Secured, Redeemable, Non-Convertible Debentures Series B (âNCD-Bâ), of Rs. 100,000/- each. The balance 3,000 11.75% Secured, Redeemable, Non-Convertible Debentures is shown in its books as per the details provided below:

Sr. No.	Particulars	Quantity	ISIN
1	11.75 % Secured, Redeemable, Non-Convertible Debentures Series C	1000	INE805D07031
2	11.75 % Secured, Redeemable, Non-Convertible Debentures Series D	2000	INE805D07049
	TOTAL	3000

DEPOSITS

In terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year financial year 2017-18, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 20 subsidiaries including step down subsidiaries, 2 LLPs where Company exercises significant control and 2 Associates/Joint Ventures of which 1 Company is Joint Venture entity in UAE.

The names of subsidiaries, Associates/Joint Ventures and the performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March, 2018 is attached to the financial statements hereto in Form AOC 1.

As per Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiaries, its associates and Joint Venture in accordance with applicable Accounting Standards issued by The Institute of Chartered Accountants of India, forms part of this Annual Report. The performance and financial position of each of the subsidiaries, associates and Joint Venture companies for the year ended 31^st March, 2018 is attached to the financial statements hereto in Form AOC 1.

In terms of Section 136 of the Companies Act, 2013 (âthe Actâ), Financial statements of the subsidiaries are not required to be sent to the members of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company, if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company.

The Company has formulated a policy for determining âmaterialâ subsidiaries and such policy is disclosed on Companyâs website.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of Mr. Kamal Khetan (DIN 00017527) as Chairman and Managing Director of the Company ends on 29^th May, 2018. In accordance with the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 23^rd May, 2018 re-appointed him as the Chairman and Managing Director of the Company for a period of Five years with effect from 30^th May, 2018 upto 29^th May, 2023, subject to approval of the members of the Company at the ensuing AGM and such other consents as may be required. The resolution seeking your approval for his re-appointment is incorporated in the Notice of the ensuing Annual General Meeting.

In Compliance with provisions of Section 152 of the Companies Act, 2013, Mrs. Rachana Hingarajia (DIN: 07145358), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Appropriate resolution for her re-appointment is being placed for approval of the members at the ensuing AGM.

Mr. Desh Raj Dogra was appointed as an Independent Director of the Company on 26^th May, 2017 but due to his pre-occupation, he resigned as Independent Director w.e.f. 10^th August, 2017.

Mr. Jitendra Mehta was appointed as Chief Financial Officer of the Company on 16^th August, 2017 and he ceased to act as Chief Financial Officer of the Company w.e.f. from 2^nd April, 2018.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 7 (Seven) times during the financial year ended 31^st March, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ). For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Directorâs 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 31^st March, 2018, 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 31^st March, 2018 and of the profits of the Company for the year ended on that date;

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.

Committees of the Board

a) 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, âAudit Committeeâ for matters relating to constitution, meetings and functions of the Committee.

b) Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, âNomination and Remuneration Committeeâ for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

c) Corporate Social Responsibility Committee

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the year are set out in Annexure I of this report as per the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy may be accessed on the Companyâs website at the link http://www.sunteckindia.com/codes-policies.aspx.

The Company has undertaken projects in the areas of Health, Education and Environment Sustainability as part of its initiatives under Corporate Social Responsibility (CSR). These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

d) Other Board Committees

For details of other Board Committeesâ viz. Stakeholders Relationship Committee and others, kindly refer to the section âCommittees of the Board of Directorsâ which forms part of the Corporate Governance Report.

Vigil Mechanism for the Directors and Employees

Risk Management

The Companyâs 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.

Annual Evaluation of Directors, Committee and Board

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board is required to monitor and review the Board evaluation framework. 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 performs. 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 Annexure V attached hereto.

During the financial year 2017-18, there were 5 persons employed, for a part of the financial year who were in receipt of remuneration of not less than Rs. 8.50 lakhs p.m. As on 31^st March, 2018, there were total 239 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. The same is available for inspection by any Member at the registered office of the Company during working hours on working days of the Company up to the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

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 (Share Based Employee Benefits) Regulations, 2014, as amended thereto, the details of Employees Stock Option Schemes of the Company as on 31^st March, 2018 are furnished in Annexure II attached herewith and forms part of this Report.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES, AND INVESTMENTS

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 and on armâs length basis. There are no material significant related party transactions made by the Company with Promoters, Directors, or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large and consequently form AOC-2 is not required to be furnished.

The Policy on related party transactions and procedures dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at http://www.sunteckindia.com/codes-policies.aspx.

Disclosure on related party transactions is provided in notes to financial statements as note no. 42.

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 Companyâs 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 and is operating effectively. The Companyâs IFC framework commensurate with its size, scale and complexity of operations. The controls, based on the prevailing Business conditions and processes have been reviewed by the Company to strengthen the same wherever required. In compliance with the provisions of section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the internal control systems are supplemented by Internal Audit carried out by independent firm of Chartered Accountants, M/s. Price Waterhouse & Co. Bangalore LLP for periodical review by management. The Audit committee reviews the reports submitted by the Internal Auditors in its meeting.

POSTAL BALLOT AND EXTRA ORDINARY GENERAL MEETING FOR OBTAINING APPROVAL OF MEMBERS

During the financial year 2017-18:

1. The Company sought approval of the members for the following resolutions by way of Postal Ballot on 4^th July, 2017:

Sr. No.	Particulars
1.	Raising of funds by way of further issue of securities;
2.	Appointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent Director of the Company;
3.	Revision in remuneration of Mr. Kamal Khetan (DIN: 00017527), Chairman and Managing Director of the Company;
4.	Revision in remuneration of Mr. Atul Poopal (DIN: 07295878), Executive Director of the Company;
5.	Revision in remuneration of Ms. Rachana Hingarajia (DIN: 07145358), Company Secretary and Woman Director of the Company.

2. The Company sought approval of the members for the following resolutions by way of Postal Ballot on 12^th July, 2017:

Sr. No.	Particulars
1.	Alteration of Memorandum of Association as per the provisions of the Companies Act, 2013;
2.	Adoption of new set of Articles of Association of the Company;
3.	Sub-division of Equity Shares of the Company;
4.	Alteration of Capital Clause in Memorandum of Association of the Company.

3. The Company held Extra Ordinary General Meeting on 22^nd November, 2017 for approval of Members for issue and allotment of 46, 67, 697 Equity shares of face value Re. 1/- to Promoter Group Entities under Preferential Issue under Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and as amended from time to time.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

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 AUDITORSâ 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. (Firm Registration No. 301051E), Chartered Accountants, were appointed as Statutory Auditors of the Company, to hold office from the conclusion of the 32^nd Annual General Meeting (AGM) held on on 29^th September, 2015, till the conclusion of the AGM to be held in 2020.

The provisions of Section 139 of the Companies Act, 2013 have been amended by the Companies (Amendment) Act, 2017 and notified with effect from 7^th May, 2018. In terms of the said amendment, ratification of the appointment of the Statutory Auditors by members at subsequent AGM is no longer required. In view of this, no resolution is proposed for ratification of the appointment of the Auditors at the ensuing 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.

Observations of statutory auditors on accounts for the year ended 31^st March, 2018:

There are no qualifications, reservations or adverse remarks made by M/s. Lodha & Co. Chartered Accountants, Statutory Auditors of the Company, in their report for the financial year ended 31^st March, 2018.

Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDIT

As required under provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 for the financial year 2017-18 forms part to this report. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, re-appointed M/s. Kejriwal & Associates, Cost Accountants (Firm Registration No. 101363), to audit the cost accounts of the Company for the Financial year ending on 31^st March, 2019, on a remuneration of Rs. 30,000 p.a. plus applicable taxes and out-of-pocket expenses, subject to ratification by members at the ensuing Annual General Meeting. Accordingly, a resolution seeking membersâ ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the Annual General Meeting.

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 31^st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Form MGT 9 as Annexure III which forms part of this Report.

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

Considering the nature of activities of the Company, 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. 1,11,91,983

ii) Foreign Exchange Outflow: Rs. 1,19,76,134

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

COMPLIANCE WITH SECRETARIAL STANDARDS

OTHER DISCLOSURES

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

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

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 forms 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.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report of the Company for the financial year ended 31^st March, 2018 is attached as Annexure IV which forms part of this Report.

Investor Education and Protection Fund (âIEPFâ)

Pursuant to Section 124 of the Companies Act, 2013, amounts lying unpaid or unclaimed in the Unpaid Dividend Account of the Company for a period of seven years from the date of transfer of the dividend amount to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund established by the Central Government. Hence, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.

Accordingly, the unclaimed and unpaid dividend amounts pertaining to the financial year 2010-11 will be transferred to the IEPF Account during financial year 2018-19. The shareholders whose dividend amounts will be transferred to the IEPF Account can now claim their dividends from the Authority by following the Refund Procedure as detailed on the website of IEPF Authority http://iepf.gov.in/IEPFA/refund.html.

The details of the unclaimed dividend along with the names and addresses of the shareholders are mentioned on the website of the Company www.sunteckindia.com. Members who have so far not encashed the dividend warrant are requested to encash the same.

ACKNOWLEDGEMENT AND APPRECIATION

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.

For and on behalf of Board of Directors

Mumbai, 23^rd May, 2018 Kamal Khetan

Chairman and Managing Director

DIN:00017527

Mar 31, 2017

To The Members, Sunteck Realty Limited

The Directors have the pleasure in presenting the 34th 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 2017.

FINANCIAL HIGHLIGHTS

The Company''s performance during the financial year ended 31st March, 2017 as compared to the previous financial year, is summarized below:

(Rs. In Lacs except as stated)

	Standalone		Consolidated
Particulars	For the year ended on 31.03.2017	For the year ended on 31.03.2016	For the year ended on 31.03.2017	For the year ended on 31.03.2016
Revenue from Operations	19724.14	8697.52	95219.65	24336.86
Other Income	1843.72	408.47	816.38	1788.23
Total Income	21567.86	9105.98	96036.03	26125.08
Total Expenditure	5612.60	9353.63	65191.99	23855.26
Earnings before Interest, Tax, Depreciation & Amortization Expense	17420.8	432.49	35623.45	4180.17
Finance Cost	1371.85	582.02	4552.41	1687.75
Depreciation & Amortization Expense	93.69	98.12	227.01	222.59
Profit Before Tax	15955.26	(247.65)	30334.28	2100.41
Current Tax	35.91	222.44	8671.43	8148.20
Taxation of Earlier Years	0.25	(9.32)	5.23	1.61
Deferred Tax	83.63	(747.15)	81.20	(8781.69)
Profit After Tax	15835.46	286.38	21614.02	2732.28
Basic & Diluted EPS	25.15	0.45	34.01	3.83

During the year under review, the consolidated revenue for the current year amounted to Rs. 96036.03/- Lacs against Rs. 26125.08/- Lacs compared to the previous year. The profit before tax on consolidated basis stands at Rs.30334.28/- Lacs as compared to Rs. 2100.41/- Lacs during the previous year.

The total revenue earned is Rs. 21567.86/- Lacs compared to previous year''s revenue of Rs. 9105.98/- Lacs on standalone basis. The profit before tax on standalone basis stands at Rs. 15955.26/- Lacs as compared to a loss of Rs. 247.65/- Lacs during the previous year.

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to your Company from April 1, 2016 with a transition date of April 1, 2015 and IGAAP as the previous GAAP. The financial statements for the year ended as on 31st March, 2017 are the first that the Company has prepared in accordance with Indian Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Amendment Rules, 2016.

NATURE OF BUSINESS

The Company is engaged in the activities of developing residential and commercial projects. During the year under review, there was no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of 150 % i.e. Rs. 1.5/- per Equity share on 12,59,85,470 Equity Shares of face value Re. 1.00/- each out of the profits of the Company for the financial year 2016-17 subject to approval of shareholders at the ensuing Annual General Meeting. Total outflow on account of dividend shall amount to Rs. 18,89,78,205/- (Rupees Eighteen Crores Eighty Nine Lakhs Seventy Eight Thousand Two Hundred and Five Rupees Only) excluding dividend distribution tax.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 2016-17.

SHARE CAPITAL

Your Company allotted 26,528 Equity Shares of Rs. 2/- per share to option grantees on April 21, 2017 who had exercised their options during the financial year 2016-2017 under the Company''s Employee Stock Option Scheme 2013 (ESOP 2013). The said shares shall rank pari-passu the existing shares of the Company in all respects.

The Equity Share capital of the Company stands increased to 6,29,92,735 Equity Shares of Rs. 2/- each aggregating to Rs. 12,59,85,470/-. The Company has not issued shares with differential voting rights and sweat equity shares.

REDEMPTION OF NON-CONVERTIBLE DEBENTURES DURING THE YEAR

The Company has made timely interest and redemption amount payment to the Debenture holders of 2,000, 11.75% Secured, Redeemable, Non-Convertible Debentures Series A ("NCD-Aâ), of Rs. 100,000/- each. The balance 3,500 11.75% Secured, Redeemable, Non-Convertible Debentures is shown in its books as per the details provided below:

Sr. No.	Particulars	Quantity	ISIN
1	11.75 % Secured, Redeemable, Non-Convertible Debentures Series B	500	INE805D07023
2	11.75 % Secured, Redeemable, Non-Convertible Debentures Series C	1000	INE805D07031
3	11.75 % Secured, Redeemable, Non-Convertible Debentures Series D	2000	INE805D07049
	TOTAL	3500

DEPOSITS

In terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year financial year 2016-17, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 17 subsidiaries including step down subsidiaries, 3 LLPs where Company exercises significant control and 4 Associates/Joint Ventures of which 1 Company is Joint Venture entity in UAE.

The names of companies that have become or ceased to be subsidiaries, Associates/Joint Ventures and the performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2017 is attached to the financial statements hereto in Form AOC 1.

As per Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiaries, its Associates and Joint Venture in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2017 is attached to the financial statements hereto in Form AOC 1.

In terms of Section 136 of the Companies Act, 2013 (''the Act''), Financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company, if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company.

The Company has formulated a policy for determining ''material'' subsidiaries and such policy is disclosed on Company''s website.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In Compliance with provisions of Section 152 of the Companies Act, 2013, Mr. Atul Poopal (DIN: 07295878), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Appropriate resolution for his re-appointment is being placed for approval of the members at the ensuing AGM.

Mr. Mahesh Sheregar (DIN: 02493456), was appointed as an Additional Director of the Company and ceased to be the Director from 33^rd Annual General Meeting of the Company.

Mr. Sanjay Dutt (DIN: 05251670), Director of the Company was not proposed to be re-appointed for another term as an Independent Director of the Company who expressed unwillingness for being re-appointed due to relocation and other personal obligations.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met 5 times during the financial year ended March 31, 2017 in accordance with the provisions of the Companies Act, 2013 and rules made there under. 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, 2017, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulationsâ). For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

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, 2017, 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, 2017 and of the profits of the Company for the year ended on that date;

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.

Committees of the Board a) Nomination and Remuneration Committee

b) Audit Committee

c) Corporate Social Responsibility Committee

The CSR Policy may be accessed on the Company''s website at the link http://www.sunteckindia.com/codes-policies.aspx.

d) Other Board Committees

For details of other Board committees'' viz. Stakeholders Relationship Committee and others, kindly refer to the section ''Committees of the Board of Directors'' which forms part of the Corporate Governance Report.

Vigil Mechanism for the Directors and Employees

Risk Management

The Company''s management systems, organizational 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.

Annual Evaluation of Directors, Committee and Board

Particulars of Remuneration

During the financial year 2016-17, there were 3 persons employed, for a part of the financial year who were in receipt of remuneration of not less than Rs. 8.50 lacs p.m. As on 31st March, 2017, there were total 206 permanent employees.

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 (Share Based Employee Benefits) Regulations, 2014, the details of Employees Stock Option Scheme as on March 31, 2017 is furnished in Annexure II attached herewith and forms part of this Report.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES, AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, details of Loans to subsidiaries are given at note no. 35 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. 35. Loans to other body corporate given by the Company are 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 and on arms Length basis. There are no material significant related party transactions made by the Company with Promoters, Directors, or 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 procedures dealing with related party transactions as approved by the Board may be accessed on the Company''s website at http://www.sunteckindia.com/codes-policies.aspx.

Disclosure on related party transactions is provided in notes to financial statements as note no. 35.

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

INTERNAL FINANCIAL CONTROLS

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

POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS

During the financial year 2016-17, the Company did not obtain the approval of the members for any resolution by way of Postal Ballot.

The Company proposed to seek the approval of members by way of Postal Ballot for the below mentioned items as approved by the Board of Directors at their meeting held on 26th May, 2017.

Sr. No.	Particulars
1	Raising of funds by way of further issue of securities
2	Revision in remuneration of Executive Directors of the Company
3	Appointment of Mr. Desh Raj Dogra as an Independent Director of the Company

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

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 34th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. 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 ratification of 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, 2017:

Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDIT

As required under provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 for the financial year 2016-17 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 rules made there under and as amended from time to time, the requirement of cost audit and the maintenance of the cost records are not applicable to the Company. However, the prescribed accounts and records have been maintained.

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, 2017 made under the provisions of Section 92(3) of the Act is attached as Form MGT 9 as Annexure III which forms part of this Report.

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

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

i) Foreign Exchange Earned: Rs. 578.40 Lakhs

ii) Foreign Exchange Outflow: Rs. 13.46 Lakhs

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

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. Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information.

OTHER DISCLOSURES

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

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

Service of documents through electronic means

Corporate Governance

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.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report of the Company for the financial year ended March 31, 2017 is attached as Annexure IV which forms part of this Report.

Investor Education and Protection Fund (''IEPF'')

Pursuant to Section 124 of the Companies Act, 2013, amounts lying unpaid or unclaimed in the Unpaid Dividend

Account of the Company for a period of seven years from the date of transfer of the dividend amount to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund established by the Central Government. Hence, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.

Accordingly, the unclaimed and unpaid dividend amounts pertaining to the financial year 2009-10 will be transferred to the IEPF Account during financial year 2017-18. The shareholders whose dividend amounts will be transferred to the IEPF Account can now claim their dividends from the Authority by following the Refund Procedure as detailed on the website of IEPF Authority http://iepf.gov.in/IEPFA/refund.html.

ACKNOWLEDGEMENT AND APPRECIATION

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, 26^th May, 2017 Kamal Khetan

(DIN: 00017527)

Chairman & Managing Director

Mar 31, 2016

To The Members,

Sunteck Realty Limited

The Directors have the pleasure in presenting the 33^rd Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March 2016.

FINANCIAL RESULTS

The Company''s performance during the financial year ended 31st March, 2016 as compared to the previous financial year, is summarized below:

(Rs. In Lacs)

	Standalone		Consolidated
Particulars	For the year ended on 31.03.2016	For the year ended on 31.03.2015	For the year ended on 31.03.2016	For the year ended on 31.03.2015
Total Income	16753.49	10194.20	79407.96	31687.05
Total Expenditure	1892.86	1607.16	53648.34	16891.19
Depreciation	64.05	67.52	208.95	196.94
Interest	570.25	833.73	1429.85	1761.93
Profit Before Tax	14226.33	7685.79	24120.82	12836.99
Provision for Tax & Deferred Tax	220.73	214.88	8189.05	4698.08
Profit After Tax	14005.60	7470.91	15931.77	8138.91

During the year under review, the total revenue earned is Rs. 16753.49/- Lacs compared to previous year''s revenue of Rs. 10194.20/- Lacs on standalone basis. The profit before tax stands at Rs. 14226.32/- Lacs as compared to Rs.7685.79/- Lacs during the previous year. The consolidated revenue for the current year amounted to Rs. 79407.96 Lacs against Rs. 31687.05 /- Lacs compared to the previous year. The profit before tax on consolidated basis stands at Rs. 24120.82 Lacs as compared to Rs. 12836.99/-Lacs during the previous year.

NATURE OF BUSINESS

The Company is engaged in the activities of developing residential and commercial projects. During the year under review, there was no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of 100% i.e. Rs. 2/- per Equity share on 6,29,66,207 Equity Shares of face value Rs. 2/- each out of the profits of the Company for the financial year 2015-16 subject to approval of shareholders at the ensuing Annual General Meeting. Total outflow on account of dividend shall amount to Rs. 15,15,69,290/- (Rupees Fifteen Crores Fifteen Lacs Sixty Nine Thousand Two Hundred and Ninety Only) including dividend distribution tax.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during FY 2015-16.

SHARE CAPITAL

During the year under review, the Company has not allotted any Equity Shares, thus the paid up Equity Share Capital of the Company remains the same. Also, the Company has not issued shares with differential voting rights and sweat equity shares.

ALLOTMENT OF NON-CONVERTIBLE DEBENTURES DURING THE YEAR

The Company has raised an amount of Rs. 55,00,00,000/- (Rupees Fifty Five Crores Only) by way of issuing 5,500, 11.75 % Secured, Redeemable, Non-Convertible Debentures ("NCDâ) of Rs. 1,00,000/- (Rupees One Lakh each) on private placement basis on 13th January, 2016. The NCD''s are listed on the Wholesale Debt Market Segment of BSE Limited.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 19 subsidiaries, 2 LLPs where Company exercises significant control and 8 Associates/Joint Ventures of which 1 Company is Joint Venture entity in UAE.

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2016 is attached to the financial statements hereto in form AOC 1.

As per Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiaries, its Associates and Joint Venture in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of Section 136 of the Companies Act, 2013 (''the Act''), Financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company, if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company.

The Company has formulated a policy for determining ''material'' subsidiaries and such policy is disclosed on Company''s website.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In Compliance with provisions of Section 152 of the Companies Act, 2013 , Ms. Rachana Hingarajia, (DIN: 07145358), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Appropriate resolution for her re-appointment is being placed for approval of the members at the ensuing AGM.

The Board of Directors on the recommendations of the Nomination and Remuneration Committee appointed Mr. Mahesh Sheregar (DIN: 02493456) as an Additional Director (in capacity of Executive Director) on 12th February, 2016 .He will be holding his office as Director till the date of the ensuing Annual General Meeting of the Company. The Company has received notice under 160(1) of the Act from member proposing his candidature for appointment as Director. Mr. Mahesh Sheregar (DIN: 02493456) is also appointed as Chief Executive Officer for international business of the Company.

The brief resume of the Directors seeking appointment and re-appointment has been detailed in the Notice and Corporate Governance Report.

Mr. Jignesh Sanghavi (DIN: 02232988) has resigned w.e.f. the close of Business hours on 29th September, 2015. The Board has placed on record its appreciation for the outstanding contribution made in the development of the Company by Mr. Sanghavi.

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.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met 4 times during the financial year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. 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, 2016, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013, Clause 49(II)(B)(6) of Listing Agreement and Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulationsâ). For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

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, 2016, 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, 2016 and of the profits of the Company for the year ended on that date;

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.

Committees of the Board a) Nomination and Remuneration Committee

b) Audit Committee

c) 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 http://www.sunteckindia.com/codes-policies.aspx.

The Company has undertaken projects in the areas of Health, Education, Environment Sustainability and Animal Welfare as part of its initiatives under "Corporate Social Responsibility (CSR). 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 of 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.

d) 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) and (10) of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations, 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 http://www.sunteckindia.com/codes-policies.aspx.

Risk Management

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

Annual Evaluation of Directors, Committee and Board

Particulars of Remuneration

During the financial year 2015-16, 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 March 31, 2016, there were total 188 permanent employees.

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 (Share Based Employee Benefits) Regulations, 2014, the details of Employees Stock Option Scheme as on March 31, 2016 is furnished in Annexure II attached herewith and forms part of this Report.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES, AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, details of Loans to subsidiaries are given at note no. 19 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. 32. Loans to other body corporate given by the Company are 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 and on arms Length basis. There are no material significant related party transactions made by the Company with Promoters, Directors, or 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 http://www.sunteckindia.com/codes-policies.aspx.

Disclosure on related party transactions is provided in notes to financial statements as note no. 32.

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

INTERNAL FINANCIAL CONTROLS

POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS

During financial year 2015-16, the members through Postal Ballot approved and authorized the Board of Directors by way of special resolution passed on 15th July, 2015 to provide loans or guarantee or to make further investment or provide security in connection with loans to subsidiary companies (including overseas subsidiaries) for an amount not exceeding Rs. 2000/- crores (Two Thousand Crores Only). Mr. Veeraraghavan N, Practising Company Secretary was appointed as the scrutinizer for carrying out the Postal ballot process in a fair and transparent manner. The details of the procedure of Postal ballot and voting pattern are provided in the Report of Corporate Governance.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

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 33^rd Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. 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 ratification of 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, 2016:

Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit and Compliance Committee during the year under review.

SECRETARIAL AUDIT

As required under provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 for the financial year 2015-16 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

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, 2016 made under the provisions of Section 92(3) of the Act is attached as Form MGT 9 as Annexure III which forms part of this Report.

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

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

i) Foreign Exchange Earned: Rs. 9,61,36,920/-

ii) Foreign Exchange Outflow: Rs. 83,36,663/INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

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. Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the Process ensures complete anonymity and confidentiality of information.

OTHER DISCLOSURES

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

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

Service of documents through electronic means

Corporate Governance

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 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, 30^th May, 2016

Kamal Khetan (DIN: 00017527)

Chairman & Managing Director

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

Mar 31, 2010

We take the privilege of presenting the 27th Annual Report to the members of the Sunteck Family

(Rs. In Lacs)

Particulars Standalone Consolidated 31.03.2010 31.03.2009 31.03.2010 31.03.2009

Total Income 1824.14 1194.54 3077.08 3173.59

Total Expenditure 742.93 179.54 1758.86 1031.93

Depreciation 10.92 7.18 115.27 139.98

Interest 0.63 1.21 1.10 1.96

Profit Before Tax 1069.64 1006.60 1201.84 1999.71

Provision for Tax & Deferred Tax 345.73 49.72 582.13 277.96

Profit After Tax 723.91 956.88 619.71 1721.75

During the financial Year 2009-2010, the total revenue of the Company amounted to Rs 1824.14 Lacs as against previous years revenue of Rs. 1194.54 Lacs on standalone basis. Your Company has registered a profit before tax of Rs. 1069.64 Lacs as compared to Rs. 1006.60 Lacs during the previous year on standalone basis. The consolidated revenue for the current year amounted to Rs. 3077.08 Lacs against Rs.3173.59 Lacs compared to previous year.

DIVIDEND

During the Financial Year 2009-2010, Board had declared an Interim dividend of 6% (Rs 0.12 per equity share). The Board has recommended a Final Dividend of 6% (Rs 0.12 per equity share) for the financial year 2009-10

DIRECTORS

Re-appointment : Mr. Dinkarry Kothari and Mr. Mahadevan Kalahasti retires by rotation in the forthcoming Annual General Meeting and being eligible offers themselves for re appointment.

Appointment : Mr. Ramakant Nayak was appointed as an Additional Director on 30th January 2010 pursuant to Section 260 of the Companies Act 1956. Mr. Nayak holds the office up to the date of the ensuing Annual General Meeting and offers himself for appointment as the Director at the ensuing Annual General Meeting

Mr Ramakant Nayak, holder of degrees in Science and Law and Certified Associate of Indian Institute of Banking, has a vast experience of more than 40 years in the field of Commercial Banking. Mr Nayak has also done diploma in Marketing and advertising and has attended training courses of premier institutions in India and abroad including International Banking Summer School (USA).

He is currently on the Board of various Companies viz Sun Global Investments Limited, Sun Capital Advisory Services Private Limited, Nine Rivers Capital Holdings, Avon Organics Limited.

Mr. Nayak has also been with various Banks viz, Bank of Maharshtra, Saraswat Co-op Bank Ltd, Lord Krishna Bank Ltd (Now HDFC), MarathwadaGramin Bank, Lakshmi Vilas Bank Ltd.

His areas of excellence include High Stake negotiations, Building Shareholders Value, Forging Strategic Alliances, Raising Capital etc.

SHARE CAPITAL

During the Year under review the Equity Shares of the Company were subdivided to face value of Rs. 2/- each so as to enable the Company to reach out to the small investors in the market.

The Company in accordance with SEBI (ICDR) Regulations 2009, through Qualified Institutional Placements raised Capital of Rs 158 Crores by allotting 29,66,207 Equity Shares of Rs 21- each to the Foreign Institutional Investors, at a premium of Rs 532.15 per share.

Ã The Total issued, subscribed and paid up capital of the Company post sub division and Qualified institutional Placements allotment is 629,66,207 Equity shares of face value Rs. 2/-each

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed Deposits from the public.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange. The same are also listed on National Stock Exchange Limited since November 2009.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated in Clause 41 of the Listing Agreement with the Stock Exchanges, the consolidated statements have been prepared by the Company in accordance with Accounting Standards 21,23 and 27 issued by The Institute of Chartered Accountants of India

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement 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 2009-10 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had 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 or Loss of the Company for that period;

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

4. The Directors had 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) Part A and B relating to the conservation of energy and technology absorption are not applicable to the Company as the Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo:

a) Foreign Exchange Earned: NIL

b) Foreign Exchange Outflow: Rs. 70.81 Lacs

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is attached herewith as Annexure II and forms the part of this report.

EMPLOYEE STOCKOPTION PLAN/SCHEME

The Board of Directors at its meeting held on 31 st March 2010 approved the in principle adoption of Employee Stock Option Plan and formed a Compensation Committee which would look after the entire Employee Stock Option Plan.

SUBSIDIARIES CONSOLIDATED ACCOUNTS

Central Government has granted exemption under Section 212(8) of the Companies Act, 1956 to the Company from attaching to its Balance Sheet, the documents referred to under Section 212(1) (a) to (g) relating to its Subsidiaries for the financial year ended 31 st March 2010. However the consolidated Financial Statements of the Company include the results of the said Subsidiaries. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Companys Subsidiaries are also enclosed. Copies of the audited annual accounts of all the subsidiaries are also available for inspection at the Companys and/or the concerned subsidiaries registered office.

AUDITORS

Your companys auditors M/s M B A H & CO. (Formerly known as Bhageria Naredi & Associates), Chartered Accountants, Mumbai are due to retire at the ensuing Annual General Meeting. They have not offered themselves for reappointment. It is now proposed to appoint M/s Lodha & Co. Chartered Accountants, Mumbai as the auditors of the Company from the conclusion of this meeting till the conclusion of the next Annual General Meeting. M/s Lodha & Co. Chartered Accountants, Mumbai, have informed the Company that if appointed their appointment will be within the limits prescribed under Section 224(1 B)ofthe 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 displayed by the employees.

By order of the Board

Kamal Khetan Mumbai: 12th August 2010 Chairman & Managing director

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