ANNUAL REPORT 2014 21 Directors’ Report 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 ended on 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. 22 Directors’ Report (Contd.) 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 23 Directors’ Report (Contd.) 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: Rs. NIL b) Foreign Exchange Outflow: Rs. 1,916,046/- 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.