A journey that spans across every skyline. Directors’ Report To The Members, Sunteck Realty Limited Your 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 Consolidated Particulars For the year ended on For the year ended on 31.03.2015 31.03.2014 31.03.2015 31.03.2014 Total Income 10194.20 17147.16 31687.05 93825.50 Total Expenditure 1607.16 1904.20 16894.67 64705.76 Depreciation 67.52 40.30 196.94 140.68 Interest 833.73 969.09 1758.45 1700.46 Profit Before Tax 7685.79 14233.56 12836.99 27278.59 Provision for Tax & Deferred Tax 214.88 499.71 4698.08 9001.65 Profit After Tax 7470.91 13733.85 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. 4 Directors’ Report (Contd.) 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. 5 Directors’ Report (Contd.) 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.