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Sunteck Realty Ltd.

BSE: 512179 Sector: Infrastructure
NSE: SUNTECK ISIN Code: INE805D01034
BSE 00:00 | 23 May 440.75 -5.35
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NSE 00:00 | 23 May 440.60
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OPEN

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HIGH

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OPEN 442.00
PREVIOUS CLOSE 446.10
VOLUME 117691
52-Week high 589.95
52-Week low 260.65
P/E 678.08
Mkt Cap.(Rs cr) 6,457
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 442.00
CLOSE 446.10
VOLUME 117691
52-Week high 589.95
52-Week low 260.65
P/E 678.08
Mkt Cap.(Rs cr) 6,457
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sunteck Realty Ltd. (SUNTECK) - Director Report

Company director report

To

The Members

Sunteck Realty Limited

Your Directors have the pleasure in presenting the 38th Annual Report of theCompany on the business and operations of the Company together with the Audited Statementof Accounts for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

The Company's performance during the financial year ended 31st March 2021as compared to the previous financial year is summarised below:

Consolidated

Standalone

Particulars For the year ended on 31st March 2021 For the year ended on 31st March 2020 For the year ended on 31st March 2021 For the year ended on 31st March 2020
Revenue from Operations 61386.48 55971.71 31390.09 25925.21
Other Income 1697.75 2048.82 2529.08 3910.20
Total Income 63084.23 58020.53 33919.17 29835.41
Total Expenditure 56678.47 47655.84 28847.71 21821.62
Profit for the period before tax and share of profit/ (loss) of Associates/ Joint ventures and exceptional items 6405.76 10364.69 5071.46 8013.79
Share of profit/(loss) of Associate/ Joint 34.26 (70.14) - -
Ventures
Exceptional Items 603.50 - 603.50 -
Profit Before Tax 5836.52 10294.55 4467.96 8013.79
Current Tax 1026.89 3453.60 697.09 1225.67
Deferred Tax 615.56 (645.80) (13.31) (1892.37)
Profit After Tax 4194.07 7486.75 3784.18 8680.49
Other Comprehensive Income (459.43) 1037.58 12.29 (48.31)
Total Comprehensive Income 3734.64 8524.33 3796.47 8632.18

REVIEW OF OPERATIONS

During the year under review the consolidated total income for the current yearamounted to Rs.63084.23/- Lakhs compared to Rs.58020.53/- Lakhs in the previous year.The profit before tax on consolidated basis stands at Rs.5836.52/- Lakhs as compared toRs.10294.55/- Lakhs during the previous year.

The total income earned is Rs.33919.17/- Lakhs compared to previous year's revenue ofRs.29835.41/- Lakhs on standalone basis. The profit before tax on standalone basis standsat Rs.4467.96/- Lakhs compared to profit before tax of Rs.8013.79/- Lakhs during theprevious year.

NATURE OF BUSINESS

The Company is engaged in the activities of real estate development of residential andcommercial projects. During the year under review there was no change in the nature ofbusiness of the Company.

DIVIDEND

Your Directors are pleased to recommend final dividend of 150% (i.e. Rs.1.50/- perequity share of the face value of Re. 1 each) to the shareholders for the financial yearended 31st March 2021. The Promoter/Promoter Group have waived their right to receivedividend to the extent of 50% of the recommended dividend entitling them to receivedividend of 75% (i.e. Re. 0.75/- per equity share of the face value of Re. 1/-). Thedividend shall be subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting. Total outflow on account of dividend shall amount to Rs.145862165(Rupees Fourteen Crores Fifty Eight Lakhs Sixty Two Thousand One Hundred Sixty Five only).

As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations')Dividend Distribution Policy was adopted to set out the parameters and circumstances thatwill be taken into account by the Board in determining the distribution of dividend to itsshareholders and / or retaining profits earned by the Company. The Board of the Companyhas adopted a Dividend Distribution Policy which is available on the website of theCompany http://www.sunteckindia.com/codes-policies.php

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profitsearned during 2020-21.

SHARE CAPITAL

During the year under review your Company allotted 22611 Equity Shares of Face Valueof Re. 1/- each (Rupee One Only) on 17th February 2021 to option granteespursuant to exercise of options under Company's Employee Stock Option Scheme 2017 (ESOS2017). All allotted shares rank pari-passu to the existing shares of the Company in allrespects.

Pursuant to the above allotment the paid up capital of the Company increased to146394490 Equity shares of Re. 1/- each aggregating to Rs.146394490/- (RupeesFourteen Crores Sixty Three Lakhs Ninety Four Thousand Four Hundred and Ninety Only).

DEPOSITS

In terms of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 during 2020-21 your Company has not accepted anydeposits from public and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March 2021 the Company had 19 subsidiaries which includes 3foreign companies and 4 LLPs. Additionally the Company has 4 joint venture / associateswhich includes 1 foreign company and 2 LLPs. During the year the Company retired asPartners from its Joint Venture LLP viz. Yukti Infraprojects LLP and acquired ShivayBrokers Private Limited which became a step down wholly owned subsidiary of the Company.

As per Section 129(3) of the Companies Act 2013 the consolidated financial statementsof the Company its subsidiaries associates and joint venture entities in accordance withapplicable Accounting Standards issued by The Institute of Chartered Accountants of Indiaforms part of this Annual Report. The performance and financial position of each of thesubsidiaries associates and Joint Venture companies for the year ended 31stMarch 2021 is attached to the financial statements hereto in Form AOC 1.

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

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

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with provisions of Section 152 of the Companies Act 2013 Mr. AtulPoopal Director of the Company retires by rotation at the ensuing AGM and being eligibleoffers himself for re-appointment. Appropriate resolution for aforesaid re-appointment isbeing placed for approval of the members at the ensuing AGM.

The second term of Mr. Ramakant Nayak Non-Executive Independent Director and Mr.Kishore Vussonji Non-Executive Independent Director is expiring at the ensuing AnnualGeneral Meeting and the Company shall appoint the Independent Directors pursuant to theprovisions of the Companies Act 2013 and Listing Regulations.

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

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 4 times during the financial year ended 31stMarch 2021 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The Directors actively participated in the meetings and contributed valuableinputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirementsof Schedule IV of the Companies Act 2013 and Regulation 25(3) of the Listing Regulations.For further details of the meetings of the Board please refer to the Corporate GovernanceReport 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 auditedfinancial statements of the Company for the year ended 31st March 2021 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31st March2021 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 accountingrecords in accordanc

e with the provisions of the Companies Act 2013 for safeguarding the assets of theCompany 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 andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable 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 ofthe Companies Act 2013. Kindly refer to the section on Corporate Governance under thehead ‘Audit Committee' for matters relating to constitution meetings and functionsof the Committee.

b) Nomination and Remuneration Committee

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

c) Corporate Social Responsibility Committee

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

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

d) Other Board Committees

For details of other Board Committees' viz. Stakeholders Relationship Committee andothers kindly refer to the section ‘Committees of the Board of Directors' whichforms 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 2013read with Regulation 22 of the Listing Regulations your Company has adopted whistleblower policy for Directors and employees to report genuine concerns to the management ofthe Company. The whistle blower policy of the Company is posted on the website of theCompany and may be accessed at https://www.sunteckindia.com/codes-policies.php

Risk Management

The Company's management systems organisational structures processes standards codeof conduct and behaviors together form the system that governs how the Group conducts thebusiness of the Company and manages associated risks. The Board has constituted RiskManagement Committee for monitoring and reviewing of the risk assessment mitigation andrisk management plan from time to time.

The approach is based on identification evaluation and mitigation of operationalstrategic and environmental risks disciplined risk monitoring and measurement andcontinuous risk assessment and mitigation measures.

Annual Evaluation of Directors Committee and Board

A formal evaluation mechanism has been adopted for evaluating the performance of theBoard the Committees thereof individual Directors and the Chairman of the Board. Theevaluation is based on criteria which include among others providing strategicperspective integrity and maintenance of confidentiality and independence of judgmentChairmanship of Board and Committees attendance time devoted and preparedness for theMeetings quality quantity and timeliness of the flow of information between the BoardMembers and the Management contribution at the Meetings effective decision makingability monitoring the corporate governance practices role and effectiveness of theCommittees and effective management of relationship with stakeholders. Pursuant to theprovisions of the Companies Act 2013 and the Listing Regulations the Board has carriedout an annual evaluation of its own performance performance of its directors individuallyand the committees of the Board and the same is reviewed by the Nomination andRemuneration Committee.

Particulars of Remuneration

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

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 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 themembers at registered office of the Company during business hours on working days up tothe date of the ensuing AGM. If any member is interested in obtaining a copy thereof suchmember may write to the Company Secretary whereupon a copy would be sent.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEMES

In compliance with the SEBI (Share Based Employee Benefits) Regulations 2014 asamended thereto the details of Employees Stock Option Schemes of the Company as on 31stMarch 2021 are furnished in Annexure II attached herewith and forms part of thisReport 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 provisionsof SEBI (Share Based Employee Benefits) Regulations.

PARTICULARS OF LOANS ADVANCES GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act 2013 and Schedule V of the ListingRegulations details of Loans guarantees and investments given/made during the financialyear 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 Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated 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 withPromoters Directors or Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large. In view of the above the requirement of givingparticulars of contracts / arrangements / transactions made with related parties in FormAOC-2 are not applicable for the year under review.

The Policy on related party transactions and procedures dealing with related partytransactions as approved by the Board may be accessed on the Company's website athttps://www.sunteckindia.com/codes-policies.php

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 whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this report.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls in place with reference tofinancial statements and is operating effectively. The Company's IFC frameworkcommensurate with its size scale and complexity of operations. The controls based on theprevailing Business conditions and processes have been reviewed by the Company tostrengthen the same wherever required. In compliance with the provisions of section 138 ofthe Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014 theinternal control systems are supplemented by Internal Audit carried out by independentfirm of Chartered Accountants for periodical review by management. The Audit committeereviews 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 wouldimpact 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 theCompanies (Audit and Auditors) Rules 2014 as amended M/s. Walker Chandiok & Co LLPChartered Accountants (Firm Registration number-001076N/ N500013) were appointed as theStatutory Auditors of the Company for a term of 5 years to hold office from the conclusionof the 37th Annual General Meeting held on 29th September 2020 till the conclusion of42nd Annual General Meeting to be held in the year 2025. The Company has received acertificate from Walker Chandiok & Co. LLP that they are eligible to hold office asthe Auditors of the Company and are not disqualified for being so appointed.

The auditor's report on internal financial controls with reference to financialstatements forming part of the Annual Report contains a qualification which is onaccount of restatement of financial statements. Material weaknesses identified has beenconsidered in determining the nature timing and extent of audit tests applied in theaudit of the financial statements of the Company and the material weaknesses do notaffect the auditor opinion on the financial statements of the Company. Further theexplanations by the Management on the qualification given by the statutory auditors intheir audit reports have been provided in the respective notes to the standalone andconsolidated financial statements.

Observations of statutory auditors on accounts for the year ended 31st March 2021:

There are no qualifications reservations or adverse remarks made by M/s. WalkerChandiok & Co LLP. Chartered Accountants Statutory Auditors of the Company in theirreport for the financial year ended 31st March 2021.

SECRETARIAL AUDIT

As required under provisions of Section 204 of the Companies Act 2013 the SecretarialAudit report of the Company carried out by Mr. Veeraraghavan N. Company Secretary inpractice for the FY 2020-21 in Form MR-3 forms part to this report. Pursuant toRegulation 24A of Listing Regulations the Secretarial Audit Reports in respect of thematerial unlisted subsidiaries of your Company viz. Skystar Buildcon Private Limited andSatguru Corporate Services Private Limited for FY 2020-21 forms part of this report. Thesaid reports does not contain any qualification reservation or adverse remark ordisclaimer.

COST AUDIT

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 Maintenance of Cost records and Cost Audit is applicablewhich has been complied with by the Company. On the recommendation of the Audit Committeethe Board has re-appointed M/s. Kejriwal & Associates Cost Accountants (FirmRegistration No. 101363) to audit the cost accounts of the Company for the financial yearending on 31st March 2021. Remuneration payable to the Cost Auditor needs tobe 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 Noticeconvening the AGM.

ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31st March2021 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 Company adopts good practices by using rainwater harvesting thereby lowering freshwater intake and reducing run-offs. The Company uses Dual Fitting Tanks and LED lightswhich reduces the burden on energy usage in the construction area. The Company uses steelproducts for rolling mills which saves considerable amount of natural resources and energyrequired to convert steel from ores. Fly ash and GGBS are the waste generated from thethermal power plant and steel plants respectively used in concrete which consumes wastegenerated by other industries and also produce more durable concrete. Sites are coveredwith G1 sheets which reduces the equipment noise and prevents dust getting blown up in airin windy days. The use of STP water for flushing and gardening reduces the burden onnatural water resources. Wherever possible solar PV panels for common area lighting areused which in turn reduces the carbon footprints.

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

i) Foreign Exchange Earned: `_Nil (P.Y. Rs.24419786)

ii) Foreign Exchange Outflow:_`_98582679 (P.Y. Rs.24295334)

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2014

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

Corporate Governance

The report on Corporate Governance and the certificate from Company Secretary inPractice regarding compliance with the conditions of Corporate Governance have beenfurnished 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 theAnnual Report and forms a part of the Annual Report.

Business Responsibility Report

Pursuant to Regulation 34(2) (f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Business Responsibility Report of the Company for thefinancial year ended 31st March 2021 is attached as Annexure III which formspart of this Report.

Fraud Reporting

No fraud has been reported during the audit conducted by Statutory AuditorsSecretarial 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 UnpaidDividends and transfer of Shares to IEPF' for the amounts of unclaimed and unpaiddividends lying with the Company.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their sincere appreciation and gratitude for theco-operation and assistance from its shareholders bankers regulatory bodies and otherbusiness constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thecontribution and commitment made by every member of the Sunteck Family.

For and on behalf of Board of Directors
Kamal Khetan
Chairman & Managing Director
Mumbai 30th July 2021 DIN: 00017527

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