TO THE MEMBERS
SUNSTAR REALTY DEVELOPMENT LIMITED
Your Directors are pleased to present the Eleventh (11th) Annual Report together with
the Audited Accounts of your Company for the Financial Year ended March 31, 2019. The
summarised financial performance of your Company is as follows:
(Rs. in Lakhs)
| Particulars |
Year ended March 31, 2019 |
Year ended March 31, 2018 |
| Total Income |
7.19 |
187.89 |
| Less: Total Expenditure |
18.13 |
173.08 |
| Profit/(Loss) before Taxation |
(10.94) |
14.81 |
| Less: Current Tax |
- |
3.85 |
| Deferred Tax |
(0.02) |
- |
| Profit/(Loss) for the period |
(10.92) |
10.97 |
| Add: Brought forward from previous year |
184.54 |
173.57 |
| Surplus/(Deficit) carried to Balance Sheet |
173.62 |
184.54 |
OPERATIONAL OVERVIEW
Some of the key highlights of your Companys performance during the year under review
are:
• The Company incurred a Loss of Rs. 10.94 Lakhs against a profit of Rs. 14.81
Lakhs in the last year.
• The Company incurred a net Loss of Rs. 10.92 Lakhs against a profit of Rs. 10.97
Lakhs in the last year.
As mandated by Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2019 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Companys state of affairs,
profits and cash flows for the year ended March 31, 2019.
The Company discloses standalone unaudited financial results on a quarterly basis,
which are subjected to limited review, and standalone audited financial results on an
annual basis.
DIVIDEND
Your Directors has not recommended any Dividend for the Financial Year 2018-19.
AMOUNTS PROPOSED TO CARRY TO THE RESERVES
The Company has not transferred any amount to reserve account during the year under
review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments, affecting the financial position
of the company which have occurred between the end of the financial year of the company to
which the financial year relate and the date of this report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Companys internal financial control ensures that all assets of the Company are
properly safeguarded and protected, proper prevention and detection of frauds and errors
and all transactions are authorized, recorded and reported appropriately. Your Company has
an adequate system of internal financial controls commensurate with its size and scale of
operations, procedures and policies, ensuring orderly and efficient conduct of its
business, including adherence to the Companys policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial information.
Your Companys vision, mission and core values have laid the foundation for internal
controls. On the administrative controls side, your Company has a proper reporting
structure, oversight committees and rigorous performance appraisal system to ensure checks
and balances. On the financial controls side, your Company has in place segregation of
duties and reporting mechanism to deter and detect misstatements in financial reporting.
Your Companys Internal Control System is commensurate with the nature of its business
and the size and complexity of its operations and ensures compliance with policies and
procedures. The Internal Control Systems are being constantly updated with new/revised
standard operating procedures.
Further, in accordance with the latest legislation, your Companys Internal Financial
Controls (IFC) have been reviewed and actions have been taken to strengthen financial
reporting and overall risk management procedures.
Your Company has a dedicated and independent Internal Audit team reporting directly to
the Audit Committee of the Board. The Directors have laid down internal financial controls
to be followed by the Company and such policies and procedures have been adopted by the
Company for ensuring the orderly and efficient conduct of its business, including
adherence to Companys policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting record and
the timely preparation of reliable financial information. The purpose, scope, authority
and responsibility of the Internal Audit team are approved by the Audit Committee.
Internal Audit team influences and facilitates improvements in the control environment by
constantly evaluating the risk management and internal control systems.
Furthermore, the Audit Committee of your Company evaluates and reviews the adequacy and
effectiveness of the internal control systems and suggests improvements. Significant
deviations are brought to the notice of the Audit Committee and corrective measures are
recommended for implementation. Based on the internal audit report, process owners
undertake corrective action in their respective areas. All these measures help in
maintaining a healthy internal control environment.
The Company has a Code of Business Conduct for all employees and a clearly articulated
and internalized delegation of financial authority. These authority levels are
periodically reviewed by management and modifications, if any, are submitted to the Audit
Committee and Board for approval. The Company also takes prompt action on any violations
of the Code of Business Conduct by its employees.
A CEO/CFO Certificate signed by the CFO of the Company confirms the existence and
effectiveness of internal controls and reiterates their responsibilities to report
deficiencies to the Audit Committee. The Audit Committee also reviews 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 by the Statutory Auditors,
the Report of which is forming part of this Annual Report.
DEPOSITS
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
AUDITORS
i. STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Companies Act, 2013 read with
provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s SDA &
Associates, Chartered Accountants (FRN: 120759W), Mumbai, was appointed as the Auditors of
the Company for a consecutive period of 5 (Five) years from the conclusion of the 9th
Annual General Meeting held in the year 2017 until conclusion of the 14th
Annual General Meeting scheduled to be held in the year 2022.
The Members may note that consequent to the changes made in the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA)
vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act,
2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)
Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at
every AGM has been done away with. Therefore, the Company is not seeking any ratification
of appointment of M/s SDA & Associates, Chartered Accountants, as the Statutory
Auditors of the Company, by the members at the ensuing Annual General Meeting.
Your Company has received a Certificate from M/s SDA & Associates, Chartered
Accountants, confirming their eligibility to continue as Auditors of the Company in terms
of provisions of Section 141 of the Companies Act, 2013 and the rules made thereunder.
They have also confirmed that they hold a valid certificate issued by the Peer Review
Board of the ICAI as required under the provisions of Regulation 33 of Listing
Regulations.
ii. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had
appointed Ms. Kavita Raju Joshi, Practicing Company Secretary, as the Secretarial Auditor
to conduct an audit of the Secretarial Records of the Company.
The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed
herewith as [Annexure-A] to this report.
QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDITORS REPORTS AND SECRETARIAL
AUDIT REPORT
There is no qualification, reservation or adverse remark made by the Auditors in their
Reports to the Financial Statements or by the Secretarial Auditors in their Secretarial
Audit Report for the Financial Year ended March 31, 2019.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint ventures/associate companies.
SHARE CAPITAL
The Authorised Share Capital of the Company stands at Rs. 25,00,00,000/- divided into
25,00,00,000 (Twenty Five Crores) Equity Shares of Re. 1/- each. At present the Issued,
Subscribed and Paid Up Share Capital of your Company is Rs. 23,62,30,000/- divided into
23,62,30,000 Equity Shares of Re. 1/- each, fully paid-up.
PROMOTERS GROUP SHAREHOLDING
As on March 31, 2019, the total shareholding of the Promoters Group of your Company is
18.77 % and none of the Promoter/Promoters Group shareholding is under pledge. Further in
compliance with the Regulation 31(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the entire shareholding of
promoter(s) and promoter group is in dematerialised form.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return is prepared in Form MGT-9 as per the provisions of the
Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules,
2014 and the same is annexed as [Annexure-B] and forms an integral part of 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 and
technology absorption do not apply to this Company as the Company has not carried out any
manufacturing activities.
b) Foreign Exchange Earnings and Outgo
During the year under review there was no foreign exchange outgo nor was any foreign
exchange earned.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company has a duly constituted Board of Directors which is in compliance with the
requirements of the Companies Act, 2013, schedules thereto and rules framed there under
and also in terms of the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles
of Association of the Company.
a) Declaration by Independent Directors
All the Independent Directors have given a declaration that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the
rules made there under and Regulation 16(1)(b) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirement) Regulations, 2015.
b) Familiarisation Programme undertaken for Independent Directors
The Independent Directors are familiarised with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. On appointment, the Independent Director is issued a
Letter of Appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. The Director is also explained in detail
the various compliances required from him/her as a Director under the various provisions
of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015. The details of familiarisation programme
are available on the website of the Company viz. www.sunstarrealtors.com.
c) Non-Independent Director
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Nitin
Kishor Boricha (DIN: 05245737), Director, is liable to retire by rotation and being
eligible, offers himself for reappointment. The Board recommends his appointment with a
view to avail his valuable advices and wise counsel.
A brief profile of the above Director seeking re-appointment required under Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015 will be provided in the Notice calling Annual General Meeting of the
Company.
None of the Directors of the Company are disqualified for being appointed as Directors,
as specified in Section 164 (2) of the Companies Act, 2013 and rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
d) Changes in Directorship/Key Managerial Personnel during the year
Ms. Sitaben S Patel (DIN: 02470150) was appointed as Directors of the Company by the
Board at their meeting held on February 04, 2019.
Mr. Sunil Bhandari (DIN: 03120545) and Mr. Mayank Bhandari (DIN: 06478224) were
appointed as Directors of the Company with effect from April 24, 2019.
Mr. Vijay Raman K R (DIN: 07803287), Mr. Anil Kumar (DIN: 07009528) and Mr. Haider
Mujtaba Zaidi (DIN: 07861604) resigned from the directorship of the Company with effect
from April 24, 2019.
The Board places on record its sincere appreciation and gratitude for the assistance
and guidance provided by them during their association with the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A total of Six (6) Meetings of the Board of Directors of your Company were held during
the year under review. The maximum interval between two meetings did not exceed 120 days,
as prescribed in the Companies Act, 2013, and in the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all
Board/Committee Meetings are given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Company has constituted/re-constituted various Board level committees in accordance
with the requirements of Companies Act, 2013. Details of all the Committees along with
composition and meetings held during the year under review are provided in the Corporate
Governance Report.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report. There have been no instances where the Board has not accepted
the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee has
been furnished in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee has
been furnished in the Corporate Governance Report.
DIRECTORS APPOINTMENT & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of this policy are explained and annexed as [Annexure- C] and forms an integral
part of this Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company has formulated a Whistle Blower Policy incorporating the provisions
relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and
Regulation 22 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in order to encourage Directors and Employees
of your Company to escalate to the level of the Audit Committee any issue of concerns
impacting and compromising with the interest of your Company and its stakeholders in any
way. Your Company is committed to adhere to highest possible standards of ethical, moral
and legal business conduct and to open communication and to provide necessary safeguards
for protection of employees from reprisals or victimisation, for whistle blowing in good
faith. The said Policy is available on your Companys website www.sunstarrealtors.com.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. Your
Company in its endeavour to provide a safe and healthy work environment for all its
employees has developed a policy to ensure zero tolerance towards verbal, physical,
psychological conduct of a sexual nature by any employee or stakeholder that directly or
indirectly harasses, disrupts or interferes with another employees work performance or
creates an intimidating, offensive or hostile environment such that each employee can
realize his / her maximum potential.
Your Company has put in place a Policy on Prevention of Sexual Harassment as per The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Policy is meant to sensitize the employees about their fundamental right to have safe
and healthy environment at workplace. As per the Policy, any employee may report his / her
complaint to the Audit Committee and to the Board of Directors of the Company. The said
Policy is available on your Companys website www.sunstarrealtors.com.
Your Company affirms that during the year under review adequate access was provided to
complainant, if any, who wished to register a complaint under the policy.
During the year, your Company has not received any complaint on sexual harassment.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has complied with Section 186 of the Companies Act, 2013 and Rules framed
there under. The Company has not given any guarantee or provided security during the year
under review.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2019, all transactions with the Related
Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in
the ordinary course of business and at arms length basis. Your Company does not have
a Material Subsidiary as defined under Regulation 16(1)(c) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Your Board shall formulate a Policy to determine Material Subsidiary as and when
considered appropriate in the future.
Your Company has formulated a Policy on Related Party Transactions and the said Policy
has been uploaded on the website of the Company at www.sunstarrealtors.com.
During the year under review, your Company did not enter into any Related Party
Transactions which require prior approval of the Members. All Related Party Transactions
of your Company had prior approval of the Audit Committee and the Board of Directors, as
required under the Listing Regulations. Subsequently, the Audit Committee and the Board
have reviewed the Related Party Transactions on a quarterly basis. During the year under
review, there has been no materially significant Related Party Transactions having
potential conflict with the interest of the Company.
Since all Related Party Transactions entered into by your Company were in the ordinary
course of business and also on an arms length basis, therefore details required to be
provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary
disclosures have been made in the Notes to the Financial Statements for the year ended
March 31, 2019.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:
A statement containing the details of the Remuneration of Directors, Key Managerial
Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013
read 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 has no employee drawing a remuneration of Rs. 60,00,000/- (Rupees Sixty
Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE REPORT
Your Company has always practised sound corporate governance and takes necessary
actions at appropriate times for enhancing and meeting stakeholders expectations while
continuing to comply with the mandatory provisions of Corporate Governance.
As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate
section on corporate governance practices followed by the Company, together with a
certificate confirming compliance is given as [Annexure-E] and forms an integral part of
this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as
required under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided in a separate section as [Annexure-F] and
forms an integral part of this Report.
RISK MANAGEMENT
Risk management is embedded in your Companys operating framework. Your Company
believes that managing risks helps in maximizing returns. The Companys approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The Risk
Management framework is reviewed periodically by the Board and the Audit Committee. The
Audit Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continual basis.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory
modification(s) or reenactments) for the time being in force), the Directors of your
Company confirm that:
i. in the preparation of the Annual Accounts for the financial year ended March 31,
2019, the applicable Accounting Standards and Schedule III of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force),
have been followed and there are no material departures from the same;
ii. 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 as at March 31, 2019 and of the profit
& loss of the Company for the Financial Year March 31, 2019;
iii. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force)
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. proper internal financial controls laid down by the Directors were followed by your
Company and that such internal financial controls are adequate and operating effectively;
and
vi. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
CAUTIONARY STATEMENT
Statements in this Directors Report and Management Discussion and Analysis Report
describing the Companys objectives, projections, estimates, expectations or predictions
may be "forward-looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Companys operations include
changes in Government regulations, Tax regimes, economic developments in India and other
ancillary factor.
APPRECIATION
Your Directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Companys
achievements would not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.
For & on behalf of the Board
|
Sunil Bhandari |
Nitin Kishor Boricha |
| Place: Mumbai |
Director |
Wholetime Director |
| Date: May 25, 2019 |
DIN:03120545 |
DIN:05245737 |
+91-9892691696
