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Sunstar Realty Development Ltd.

BSE: 535141 Sector: Infrastructure
NSE: N.A. ISIN Code: INE338O01025
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OPEN 47.00
CLOSE 46.05
VOLUME 822248
52-Week high 63.00
52-Week low 23.00
P/E
Mkt Cap.(Rs cr) 938
Buy Price 0.00
Buy Qty 0.00
Sell Price 39.70
Sell Qty 31235.00

Sunstar Realty Development Ltd. (SUNSTARREALTY) - Director Report

Company director report

TO THE MEMBERS

SUNSTAR REALTY DEVELOPMENT LIMITED

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

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY (Rs. in lakhs)

PARTICULARS Year ended Year ended
31st March 2016 31st March 2015
Total Income 748.49 1849.63
Total Expenditure 733.15 1756.81
Profit before Tax 15.34 92.82
Tax Expense 4.74 28.68
Profit for the period 10.60 64.14
Brought forward from previous year 154.18 90.04
Surplus carried to Balance Sheet 164.78 154.18

COMPANY PERFORMANCE

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

DIVIDEND

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

TRANSFER TO RESERVES

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

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

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

ADEQUACY OF INTERNAL CONTROLS

The Company's Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Companyand such policies and procedures have been adopted by the Company for ensuring the orderlyand efficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting record and the timely preparation of reliablefinancial information.

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

The Company has a Code of Business Conduct for all employees and a clearly articulatedand internalized delegation of financial authority. These authority levels areperiodically reviewed by management and modifications if any are submitted to the AuditCommittee and Board for approval. The Company also takes prompt action on any violationsof the Code of Business Conduct by its employees.

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

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

DEPOSITS

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

STATUTORY AUDITORS

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

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

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

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

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

SHARE CAPITAL

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

Accordingly the Authorised Share Capital of your Company stands re-classified at Rs.250000000/- divided into 250000000 Equity Shares of Re. 1/- each. At present theIssued Subscribed and Paid Up Share Capital of your Company is Rs. 236230000/- dividedinto 236230000 Equity Shares of Re. 1/- each fully paid-up.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is annexed as "Annexure-B" to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Particulars of Conservation of Energy Technology Absorption

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

b) Foreign Exchange Earnings and Outgo

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Declaration by Independent Directors

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

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

b) Familiarisation Programme

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. The Director is also explained in detailthe various compliances required from him/her as a Director under the various provisionsof the Companies Act 2013 SEBI (LODR) Regulation 2015. The details of familiarisationprogramme are available on the Company's website www.sunstarrealtors.com.

c) Non-Independent Director

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

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

d) Changes in Directorship during the year

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

e) Key Managerial Personnel

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

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the SEBIListing Regulations evaluation of all Board members is done on an annual basis. Theevaluation is done by the Board Nomination and Remuneration Committee and IndependentDirectors with specific focus on the performance and effective functioning of the Boardand Individual Directors. Such performance evaluation process was formulated inconsultation with the Nomination and Remuneration Committee and approved by the Board. Theperformance evaluation thus included the following:

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

The frequency of meetings;

The length of meetings;

The number of committees and their roles;

The flow of information to board members and between board members; The quality andquantity of information; The disclosure of information to the stakeholders. b) Criteriafor evaluation of the Individual Directors

Ability to contribute and monitor corporate governance practices;

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

Participation in long term strategic planning;

Commitment to the fulfilment of Director obligations and fiduciary responsibilities;Guiding strategy; Monitoring management performance and development; Statutory compliance& Corporate Governance; Attendance and contribution at Board/Committee meetings; Timespent by each of the member; and Core competencies.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31st March 2016 Ten Board Meetings were held on 01stApril 2015 15th April 2015 30th May 2015 07th July 2015 28th July 2015 28th August2015 14th November 2015 13th February 2016 04th March 2016 & 29th March 2016. Themaximum time gap between any two meetings was less than four months as stipulated underSEBI (LODR) Regulations 2015.

Sl No Date of Board Meeting Total strength of the Board No. of directors present
1. 01.04.2015 4 4
2. 15.04.2015 4 4
3. 30.05.2015 4 4
4. 07.07.2015 5 5
5. 28.07.2015 4 4
6. 28.08.2015 4 4
7. 14.11.2015 4 4
8. 13.02.2016 4 4
9. 04.03.2016 3 2
10. 29.03.2016 3 3

The maximum time gap between any two meetings was less than four months as stipulatedunder Clause 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

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

Name of Director

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

Board Meeting attended during the year Attendance at the last AGM Other Directorship # Committee Membership ## Committee Chairmanship
Mr. Manoj Mehrotra 6 Yes - 2 -
Ms. Sonal Jayprakash Bhatt 10 Yes - - 2
Mr. Yogesh Kumar Rawal 10 Yes - 2 -

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

## Includes only membership of Audit Committee and Stakeholders Relationship/GrievanceCommittee as per SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

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

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

None of the Directors are related inter-se.

MEETINGS OF INDEPENDENT DIRECTOR

During the year under review a separate meeting of Independent Directors was held on04th March 2016 wherein the performance of the non-independent directors and the Board asa whole was reviewed. The Independent Directors at their meeting also assessed thequality quantity and timeliness of flow of information between the Company management andthe Board of Directors of the Company.

COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE

Composition:

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

Name Category Designation
Ms. Sonal Jayprakash Bhatt Non-Executive Chairman
Independent Director
Mr. Yogesh Kumar Rawal Non-Executive
Independent Director Member
Mr. Manoj Mehrotra Managing Director Member

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

The Committee's composition and its terms of reference meet the requirements of Section177 of the Companies Act 2013 and SEBI (listing Obligations and Disclosure Requirements)Regulations 2015.

The Audit Committee is empowered pursuant to its terms of reference inter-aliato: Investigate any activity within its terms of reference Seek information from anyemployee Obtain outside legal or other professional advice Secure attendance of outsiderswith relevant expertise if it considers necessary Have full access to informationcontained in the records of the Company

The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company's internal controls and financial reporting process and inter alia performsthe following functions:

1. Overseeing the Company's financial reporting process and the disclosure of itsinformation to ensure that the financial statements are correct sufficient and credible;

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

3. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the Board for approval with particular reference to:

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

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

Major accounting entries involving estimates based on the exercise of judgment bymanagement.

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

Compliance with the Listing Regulations and other legal requirements relating tofinancial statements;

Disclosure of any related party transactions; and

Qualifications in the draft audit report if any.

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

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

6. Reviewing and monitoring the auditors' independence and performance andeffectiveness of audit process.

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

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

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

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

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

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

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

Meetings and Attendance during the year

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

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

Name of the Member No. of meetings held No. of meetings attended
Ms. Sonal Jayprakash Bhatt 4 4
Mr. Yogesh Kumar Rawal 4 4
Mr. Manoj Mehrotra 4 3
Mr. Dipan Patel Jesingbhai 4 4

Notes:

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

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

NOMINATION AND REMUNERATION COMMITTEE

The role of the Nomination and Remuneration Committee is governed by its Charter andits composition is in compliance with the provisions of Section 178 of the Companies Act2013 and Regulation 19 of the Listing Regulations.

Composition

As on 31st March 2016 the Committee comprises of:

Name Category Designation
Ms. Sonal Jayprakash Bhatt Non-Executive Independent Director Chairman
Mr. Yogesh Kumar Rawal Non-Executive Independent Director Member
Mr. Manoj Mehrotra Managing Director Member

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

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

Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;

Formulate a criteria for determining qualifications positive attributes andindependence of a director;

Carry out the evaluation of every director's performance and formulate criteria forevaluation of Independent Directors Board/Committees of Board and review the term ofappointment of Independent Directors on the basis of the report of performance evaluationof Independent Directors;

Recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees;

Devise a policy on Board Diversity;

Undertake any other matters as the Board may decide from time to time.

Meetings and attendance during the year

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

Name of the Member No. of meetings held No. of meeting attended
Ms. Sonal Jayprakash Bhatt 1 1
Mr. Yogesh Kumar Rawal 1 1
Mr. Manoj Mehrotra 1 -
Mr. Dipan Patel Jesingbhai 1 1

Notes:

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

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

Remuneration Policy

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

The Remuneration Policy of the Company is attached as "Annexure-C" to theBoard's Report.

Details of Remuneration to all Directors:

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

Name Designation Salary Perquisites Sitting Total
Fees
Mr. Manoj Mehrotra Managing Director 220161 - - 220161
Ms. Sonal Jayprakash Non-Executive - - - -
Bhatt Independent Director
Mr. Yogesh Kumar Rawal Non-Executive - - - -
Independent Director
Mr. Dipan Patel Non-Executive Director - - - -
Jesinghbhai
Ms. Kavita Dipan Patel Whole Time Director 80650 - - 80650

Notes:

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

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

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

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

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

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

iii. Service Contracts notice period severance fees- Not Applicable

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

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

Performance Evaluation of Board its Committees and Directors

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board of Directors has carried out an annual evaluation of its own performanceand that of its Committees and Individual Directors.

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

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

The criteria for performance evaluation of the Board include aspects like Boardcomposition and structure effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of committees of the Board include aspectslike composition of committees effectiveness of committee meetings etc. The criteria forperformance evaluation of the Individual Directors include aspects like contribution tothe Board and Committee Meetings professional conduct roles and functions etc. Inaddition the performance of Chairman is also evaluated on the key aspects of his rolesand responsibilities.

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the ListingRegulations.

The Committee met 4 (Four) times during the financial year 2015-16 on 30th May 201528th August 2015 14th November 2015 & 13th February 2016. The constitution of theStakeholders

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

Sl No Name Category Designation
1 Ms. Sonal Jayprakash Bhatt Non-Executive Independent Director Chairman
2 Mr. Yogesh Kumar Rawal Non-Executive Independent Director Member
3 Mr. Manoj Mehrotra Managing Director Member

Meetings and Attendance during the year

The Committee held Four (4) Meetings during the Financial Year 2015-16 the dates ofthe meeting being 30th May 2015 28th August 2015 14th November 2015 & 13th February2016. The attendance of the Members at the above Committee meetings was as follows:

Name of the Member No. of meetings held No. of meetings attended
Ms. Sonal Jayprakash Bhatt 4 4
Mr. Yogesh Kumar Rawal 4 4
Mr. Manoj Mehrotra 4 3
Ms. Kavita Dipan Patel 4 1

Notes:

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

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards ofprofessionalism honesty integrity ethical behaviour and to provide a vigil mechanismfor Directors/Employees to voice concern in a responsible and effective manner regardingunethical matters involving serious malpractice abuse or wrongdoing within theorganisation. The Company affirms that during the year no personnel have been deniedaccess to the Audit Committee.

The Whistle Blower Policy is available on the Company's official website at the weblinkwww.sunstarrealtors.com.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said policymay be referred to at the Company's official website at the weblinkwww.sunstarrealtors.com.

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

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

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

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

The Company have no employee drawing a remuneration of Rs. 6000000/- (Rupees SixtyLakhs) per annum or part thereof in terms of the provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is given as "Annexure-E" forms anintegral part of this report and gives details of the overall industry structure economicdevelopments performance and state of affairs of the Company's various businessesinternal controls and their adequacy risk management systems and other materialdevelopments during the financial year 2015-16.

RISK AND MITIGATING STEPS

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable Accounting Standards had been followed along with properexplanation relating to material departures if any;

• the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2016and of the profit & loss of the Company for the Financial Year ended 31st March 2016;

• the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records for the year ended 31st March 2016 in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

• the directors had prepared the annual accounts on a ‘going concern' basis;

• the internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectivelyduring the year; and

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

ACKNOWLEDGEMENT

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

The Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.

For & On behalf of the Board
Manoj Mehrotra
Place : Mumbai Managing Director
Date : 30th May 2016 DIN: 07224970