About
Sunteck Realty Ltd
Sunteck Realty Limited (SRL) is one of the fastest growing real estate development companies with focus on city centric developments well spread-out across Mumbai Metropolitan Region (MMR). The Company's business focuses on designing, developing and managing premium residential and commercial properties. It is presently engaged in the real estate development and construction of residential and commercial projects.
The corporate business centers of the company include Sunteck Centrako and Sunteck Certainty. The residential projects of Sunteck include Signature Island and Residential Complex. The commercial projects of the company include Sunteck Centre and Sunteck Grandeur. Their developmental activities cover the major metros and mini metros of India including Mumbai, Nagpur and Goa.
Sunteck Realty Ltd was incorporated on October 1, 1981 as a private limited company with the name of Insul Electronics Pvt Ltd. In February 15, 1985, the company was converted into public limited company and the name was changed to Insul Electronics Ltd. In July 1985, the shares of the company were listed on the Bombay Stock Exchange.
In the year 2005, the company was taken over by Manisha Khetan through an open offer and the name of the company was changed to Sunteck Realty & Infrastructure Ltd with effect from April 26, 2006.
During the year 2006-07, the company entered into into a joint venture on 50:50 partnership with Kanaka and Associates to develop a shopping cum commercial complex at Patto Plaza, North Goa. They acquired 50% equity stake of Satguru Infocorp Services Pvt Ltd, which was engaged in the business of providing international Business Commercial centres mainly in the Bandra Kurla Complex, Mumbai. Also, they acquired 26% stake in the equity of Samhrutha Habitat Infrastructure Pvt Ltd.
During the year 2007-08, the company entered into an agreement with Alpex International Ltd and promoted a joint venture company, namely Piramal Sunteck Realty Pvt Ltd with equal capital participation for venturing into the business of Real Estate development, infrastructure and related activities.
During the year, the company acquired property at S V Road, Andheri and entered into a development agreement for property at Western Express Highway, Borivali (East), Mumbai for development of commercial complexes. In November 29, 2007 the name of the company was further changed to Sunteck Realty Ltd.
During the year 2008-09, two companies, namely Satguru Corporate Services Pvt Ltd and Amrut Consultancy Pvt Ltd (Amrut) were amalgamated with the company with effect from June 01, 2008. Consequent upon the merger of Amrut with the company, Magenta Computer Software Pvt Ltd and Amenity Software Pvt Ltd became 100% subsidiaries of company. Also, the company was holding 50% stake in Satguru Infocorp Services Pvt Ltd and the balance 50% stake was held by Amrut. As a result of the merger of Amrut with the company, Satguru Infocorp Services Pvt Ltd became wholly owned subsidiary of the company.
In December 24, 2008, the company acquired 60% stake in Starlight Systems Pvt Ltd to further their business objectives. The company joint venture company Piramal Sunteck Realty Pvt Ltd signed a 50:50 JV agreement with Oman's leading business group W.J. Towell for developing high-end mixed-use properties at premium locations in Muscat.
During the year 2009-10, the company initiated their first citywide billboard campaign in Mumbai which started with corporate branding and followed through, with project launch sites. They have also started participating in property exhibitions in a big way.
During FY 2014-15 the Company acquired 100% stake in Starteck Lifestyle Pvt Ltd. Further the Company acquired 100% control in Advaith Infraprojects Pvt Ltd and its subsidiary Satguru Corporate Services Pvt Ltd., which holds 16 acres land parcel in Goregaon (W).
During the year 2014-15, the company completed 2 more projects i.e. a commercial project Sunteck Kanaka' in Goa and a residential project Signia Skys' in Nagpur. Consequently, it completed 6 projects till date with a total project size of over Rs 30 billion.
During the year 2016, the company completed its second residential project at Bandra -Kurla Complex (BKC) i.e. Signia Isles', with a developed area of about 0.53 million sq ft. Consequently, the company has completed 7 projects till date totaling to a delivery of ~2.5 million sq ft.
The Equity Share Capital of the Company was sub-divided, 1 Equity Share of nominal value of Rs. 2/- each into 2 Equity Shares of Re.1/- each only thereby 6,29,92,735 paid up Equity Shares of Rs. 2/- each were sub-divided into 12,59,85,470 Equity Shares of Re. 1 each w.e.f. 26th July 2017.
During the year 2017, the Company allotted 1, 55, 27,950) Equity Shares of Re. 1/- per share to the Qualified Institutional Buyers on 31st October 2017 through a Qualified Institutions Placement in accordance with Chapter VIII and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and as amended from time to time. All issued shares rank pari- passu to the existing shares of the Company in all respects.
The Company allotted 46,67,697 equity shares of face value Re. 1/- to Promoter Group Entities under Preferential Issue on 7th December, 2017 under Chapter VII and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and as amended from time to time. The said shares shall rank pari-passu the existing shares of the Company in all respects.
During FY 2018, the company issued ~ Rs 150 lakh Equity Shares at Rs.322 each aggregating to ~Rs 50,000 lakhs to Qualified Institutional Buyers and ~ Rs 46 Lakh Equity Shares at Rs.323.5 each aggregating to ~Rs 197 lakhs.During the year 2019, the Company had 20 subsidiaries including step down subsidiaries, 2 LLPs where Company exercises significant control and 2 Associates/Joint Ventures of which 1 Company is Joint Venture entity in UAE.
During the year 2019, the Company had 20 subsidiaries including step down subsidiaries and 2 LLPs.
As on 31st March, 2020, the Company had 18 subsidiaries which includes 3 foreign companies and 4 LLPs.
During year 2020, Pursuant to approval by Board of Directors, the Company had filed a petition, with National Company Law Tribunal (NCLT), Order dated 8th August, 2019 regarding the Scheme of Merger by Absorption of Amenity Software Private Limited, Magenta Computer Software Private Limited and Sunteck Fashions and Lifestyle Private Limited, being the wholly owned subsidiaries of the Company, which itself were merged with the Company.
During the year 2020, the Company constituted a joint venture viz. Yukti Infraprojects LLP and acquired a wholly owned subsidiary viz. Magnate Industries LLP.
As on 31st March, 2021, the Company had 19 subsidiaries which includes 3 foreign companies and 4 LLPs.
During 2021, Company acquired Shivay Brokers Private Limited which became a step down wholly owned subsidiary of the Company.
In 2021-22, the Real Estate Firm acquired about 110 acres on Pen-Khopoli Road, in Mumbai Metropolitan Region (MMR). It acquired a 50-acre land parcel at Shahad, Kalyan to build a 10 million sq ft residential township with a revenue generation of around Rs 9,000 Crore. It acquired 50 acres in Vasai (West) with 4.5 million sq ft development potential.
During the year 2021-22, the Company through its wholly owned subsidiary, Mithra Buildcon LLP, acquired 100% Equity Shares and Compulsorily Convertible Debentures, representing 100% on a fully diluted basis, of Industele Property Private Limited, pursuant to which Industele, became a step down Subsidiary of the Company. Industele acquired 99% equity stake in Rammit Corporate Solutions Private Limited by conversion of 100 Optionally Convertible Debentures into 10,00,000 Equity Shares of Face Value of Rs 10 each. As a result of such conversion, Rammit and Prija Trading Private Limited (Prija), a wholly owned subsidiary of Rammit, became step down Subsidiaries of the Company.
Prija ceased to be a step down subsidiary of the Company due to the Scheme of Amalgamation of Prija (Transferor Company) with Rammit (Transferee Company).
During the year 2021-22, Sunteck Lifespace Private Limited and Sunteck Infracon Private Limited became the wholly owned subsidiaries of the Company.
Post 31st March, 2022, Sunteck Realtors Private Limited became the wholly owned subsidiary of the Company. Further, Starlight Systems (I) LLP, a wholly owned subsidiary of the Company was converted into a Private Company Limited by Shares i.e. Starlight Systems (I) Private Limited with effect from 29th April, 2022 and it continues to be the wholly owned subsidiary of the Holding Company.
During FY23, Sunteck launched two new projects, Sunteck Beach Residences at Vasai West and Sunteck Sky Park at Mira Road.
During the year 2023, the Company through its wholly owned subsidiary, Clarissa Facility Management LLP, acquired 100% equity shares of Rusel Multiventures Private Limited, pursuant to which Rusel, became a step down subsidiary of the Company.
Post 31st March, 2023, Magnate Industries LLP, a wholly owned subsidiary of the Company converted into a Private Company Limited by Shares i.e. Maganate Industries Private Limited effective 17th May, 2023, which continues to be wholly owned subsidiary of Company.
Sunteck Realty Ltd
Chairman Speech
Dear Shareholders,
I extend my warm wishes for you and your families to be in good health as this message
reaches you.
Luxury lies at the core of Sunteck's identity and as such we firmly uphold the notion
of true luxury within our brand. We take immense pride in consistently maintaining a touch
of luxury across all our projects, catering to a diverse range of segments, from uber-
luxury, premium luxury to aspirational luxury and upgrading lifestyles.
Our in-house construction capabilities empower us to execute projects swiftly, while
upholding uncompromising standards of quality through rigorous supervision. Our commitment
lies in crafting customer-centric projects and designs that precisely meet the needs of
our valued clients.
I would like to begin by reaffirming the guiding principles of the new Sunteck, which
we proudly refer to as Sunteck 3.0. This transformative approach centres around three key
priorities that drive our actions and aspirations.
Firstly, we are firm in our commitment to maintain a robust balance sheet and ensure a
healthy cash flow. This financial strength enables us to weather challenges and seize
opportunities confidently.
Secondly, our focus remains on pursuing marquee acquisitions that align perfectly with
our well-crafted business development strategy. These endeavours contribute to our growth
and reinforce our position as a leader in the industry.
Lastly, building an exceptional team lies at the core of our vision. We recognise that
the strength of our people fuels our success, and we continue to invest in nurturing
talent and fostering a culture of excellence.
With Sunteck 3.0 as our guiding compass, we forge ahead with determination and
enthusiasm, aiming to achieve new heights of success in all our pursuits.
In the past year, we have achieved remarkable and sustained growth in both pre-sales
and collections, marking our best-ever performance till date. The FY23 concluded with an
impressive Rs.1,602 Crores in presales and Rs.1,250 Crores in collections.
This strong operational performance has generated a surplus operating cash flow of over
Rs.425 Crores during FY23 alone. Over the last three financial years, our cumulative
surplus operating cash flow stands at nearly Rs.950 Crores. This substantial cash flow has
not only supported aggressive acquisitions but has also significantly reduced our net
debt-equity ratio from 0.22 to 0.10 in the past three years. This reaffirms our faith in
the robust business model built by us which has yielded operating cash flow surplus yield
of close to 22% on the net worth for the financial year gone by.
These accomplishments demonstrate our commitment to financial strength and sustainable
growth, positioning us for even greater success in the future.
During FY23, we successfully launched two new projects - Sunteck Beach Residences at
Vasai West and Sunteck Sky Park at Mira Road. Both projects received an overwhelming
response from customers, reflecting a strong demand for our product offerings. After our
last launch of Sunteck Sky Park at Mira Road, we now have five projects as growth engines
which will continue to deliver strong cash flows and profit margins for your company. As
we step into FY24, the upcoming launch of existing and new projects holds the promise of
sustained growth for us.
We are creating annuity income and also expanding our rental portfolio; with two
projects at BKC junction, one which is Sunteck BKC 51 that is already pre-leased for an
impressive tenure of 29 years and delivered a strong return on invested capital. The
second commercial project is Sunteck Icon, at the same prime location which is nearing
completion and we are determined to pre-lease it on long term.
At Sunteck, we are deeply aware of the impact the real estate sector has on both
society and the environment. Managing these impacts responsibly has always been an
integral part of our undertakings.
We are proud to have received EDGE Green Building Pre-Certification for a total of six
projects, including four residential and two commercial developments. These certifications
are awarded by EDGE-IFC (World Bank Group) which reflects our commitment to design
sustainable, next-generation buildings that prioritise the well-being of our environment.
Sustainability is an integral part of our culture at Sunteck Realty, and we will continue
to take systematic steps to uphold these principles in all our endeavours.
Additionally, we have achieved three ISO certifications, including ISO 9001:2015 for
the quality management system, ISO 14001:2015 for the environmental management system, and
ISO 45001:2018 for occupational health and safety management system. These accomplishments
highlight our dedication to continuous improvement in all aspects of our processes,
policies, and communication, as we continue to strive for sustainable growth.
We embrace challenges as stepping stones to success and approach them with resilience
and determination. Our dedicated team has been consistently working over the years to
establish the 'Sunteck' brand as a symbol of luxury living and financial stability with
strong cash flows. We are committed to upholding this brand promise and will continue to
set new industry benchmarks.
Lastly, I want to express my heartfelt gratitude to each and every member of the
Sunteck family, including our devoted employees, esteemed customers and reliable partners
for your constant trust and support. Your contributions have been pivotal in our success,
and we eagerly anticipate continuing this journey together. Thank you all.
Warm regards,
Kamal Khetan
Chairman and Managing Director.
Sunteck Realty Ltd
Company History
Sunteck Realty Limited (SRL) is one of the fastest growing real estate development companies with focus on city centric developments well spread-out across Mumbai Metropolitan Region (MMR). The Company's business focuses on designing, developing and managing premium residential and commercial properties. It is presently engaged in the real estate development and construction of residential and commercial projects.
The corporate business centers of the company include Sunteck Centrako and Sunteck Certainty. The residential projects of Sunteck include Signature Island and Residential Complex. The commercial projects of the company include Sunteck Centre and Sunteck Grandeur. Their developmental activities cover the major metros and mini metros of India including Mumbai, Nagpur and Goa.
Sunteck Realty Ltd was incorporated on October 1, 1981 as a private limited company with the name of Insul Electronics Pvt Ltd. In February 15, 1985, the company was converted into public limited company and the name was changed to Insul Electronics Ltd. In July 1985, the shares of the company were listed on the Bombay Stock Exchange.
In the year 2005, the company was taken over by Manisha Khetan through an open offer and the name of the company was changed to Sunteck Realty & Infrastructure Ltd with effect from April 26, 2006.
During the year 2006-07, the company entered into into a joint venture on 50:50 partnership with Kanaka and Associates to develop a shopping cum commercial complex at Patto Plaza, North Goa. They acquired 50% equity stake of Satguru Infocorp Services Pvt Ltd, which was engaged in the business of providing international Business Commercial centres mainly in the Bandra Kurla Complex, Mumbai. Also, they acquired 26% stake in the equity of Samhrutha Habitat Infrastructure Pvt Ltd.
During the year 2007-08, the company entered into an agreement with Alpex International Ltd and promoted a joint venture company, namely Piramal Sunteck Realty Pvt Ltd with equal capital participation for venturing into the business of Real Estate development, infrastructure and related activities.
During the year, the company acquired property at S V Road, Andheri and entered into a development agreement for property at Western Express Highway, Borivali (East), Mumbai for development of commercial complexes. In November 29, 2007 the name of the company was further changed to Sunteck Realty Ltd.
During the year 2008-09, two companies, namely Satguru Corporate Services Pvt Ltd and Amrut Consultancy Pvt Ltd (Amrut) were amalgamated with the company with effect from June 01, 2008. Consequent upon the merger of Amrut with the company, Magenta Computer Software Pvt Ltd and Amenity Software Pvt Ltd became 100% subsidiaries of company. Also, the company was holding 50% stake in Satguru Infocorp Services Pvt Ltd and the balance 50% stake was held by Amrut. As a result of the merger of Amrut with the company, Satguru Infocorp Services Pvt Ltd became wholly owned subsidiary of the company.
In December 24, 2008, the company acquired 60% stake in Starlight Systems Pvt Ltd to further their business objectives. The company joint venture company Piramal Sunteck Realty Pvt Ltd signed a 50:50 JV agreement with Oman's leading business group W.J. Towell for developing high-end mixed-use properties at premium locations in Muscat.
During the year 2009-10, the company initiated their first citywide billboard campaign in Mumbai which started with corporate branding and followed through, with project launch sites. They have also started participating in property exhibitions in a big way.
During FY 2014-15 the Company acquired 100% stake in Starteck Lifestyle Pvt Ltd. Further the Company acquired 100% control in Advaith Infraprojects Pvt Ltd and its subsidiary Satguru Corporate Services Pvt Ltd., which holds 16 acres land parcel in Goregaon (W).
During the year 2014-15, the company completed 2 more projects i.e. a commercial project Sunteck Kanaka' in Goa and a residential project Signia Skys' in Nagpur. Consequently, it completed 6 projects till date with a total project size of over Rs 30 billion.
During the year 2016, the company completed its second residential project at Bandra -Kurla Complex (BKC) i.e. Signia Isles', with a developed area of about 0.53 million sq ft. Consequently, the company has completed 7 projects till date totaling to a delivery of ~2.5 million sq ft.
The Equity Share Capital of the Company was sub-divided, 1 Equity Share of nominal value of Rs. 2/- each into 2 Equity Shares of Re.1/- each only thereby 6,29,92,735 paid up Equity Shares of Rs. 2/- each were sub-divided into 12,59,85,470 Equity Shares of Re. 1 each w.e.f. 26th July 2017.
During the year 2017, the Company allotted 1, 55, 27,950) Equity Shares of Re. 1/- per share to the Qualified Institutional Buyers on 31st October 2017 through a Qualified Institutions Placement in accordance with Chapter VIII and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and as amended from time to time. All issued shares rank pari- passu to the existing shares of the Company in all respects.
The Company allotted 46,67,697 equity shares of face value Re. 1/- to Promoter Group Entities under Preferential Issue on 7th December, 2017 under Chapter VII and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and as amended from time to time. The said shares shall rank pari-passu the existing shares of the Company in all respects.
During FY 2018, the company issued ~ Rs 150 lakh Equity Shares at Rs.322 each aggregating to ~Rs 50,000 lakhs to Qualified Institutional Buyers and ~ Rs 46 Lakh Equity Shares at Rs.323.5 each aggregating to ~Rs 197 lakhs.During the year 2019, the Company had 20 subsidiaries including step down subsidiaries, 2 LLPs where Company exercises significant control and 2 Associates/Joint Ventures of which 1 Company is Joint Venture entity in UAE.
During the year 2019, the Company had 20 subsidiaries including step down subsidiaries and 2 LLPs.
As on 31st March, 2020, the Company had 18 subsidiaries which includes 3 foreign companies and 4 LLPs.
During year 2020, Pursuant to approval by Board of Directors, the Company had filed a petition, with National Company Law Tribunal (NCLT), Order dated 8th August, 2019 regarding the Scheme of Merger by Absorption of Amenity Software Private Limited, Magenta Computer Software Private Limited and Sunteck Fashions and Lifestyle Private Limited, being the wholly owned subsidiaries of the Company, which itself were merged with the Company.
During the year 2020, the Company constituted a joint venture viz. Yukti Infraprojects LLP and acquired a wholly owned subsidiary viz. Magnate Industries LLP.
As on 31st March, 2021, the Company had 19 subsidiaries which includes 3 foreign companies and 4 LLPs.
During 2021, Company acquired Shivay Brokers Private Limited which became a step down wholly owned subsidiary of the Company.
In 2021-22, the Real Estate Firm acquired about 110 acres on Pen-Khopoli Road, in Mumbai Metropolitan Region (MMR). It acquired a 50-acre land parcel at Shahad, Kalyan to build a 10 million sq ft residential township with a revenue generation of around Rs 9,000 Crore. It acquired 50 acres in Vasai (West) with 4.5 million sq ft development potential.
During the year 2021-22, the Company through its wholly owned subsidiary, Mithra Buildcon LLP, acquired 100% Equity Shares and Compulsorily Convertible Debentures, representing 100% on a fully diluted basis, of Industele Property Private Limited, pursuant to which Industele, became a step down Subsidiary of the Company. Industele acquired 99% equity stake in Rammit Corporate Solutions Private Limited by conversion of 100 Optionally Convertible Debentures into 10,00,000 Equity Shares of Face Value of Rs 10 each. As a result of such conversion, Rammit and Prija Trading Private Limited (Prija), a wholly owned subsidiary of Rammit, became step down Subsidiaries of the Company.
Prija ceased to be a step down subsidiary of the Company due to the Scheme of Amalgamation of Prija (Transferor Company) with Rammit (Transferee Company).
During the year 2021-22, Sunteck Lifespace Private Limited and Sunteck Infracon Private Limited became the wholly owned subsidiaries of the Company.
Post 31st March, 2022, Sunteck Realtors Private Limited became the wholly owned subsidiary of the Company. Further, Starlight Systems (I) LLP, a wholly owned subsidiary of the Company was converted into a Private Company Limited by Shares i.e. Starlight Systems (I) Private Limited with effect from 29th April, 2022 and it continues to be the wholly owned subsidiary of the Holding Company.
During FY23, Sunteck launched two new projects, Sunteck Beach Residences at Vasai West and Sunteck Sky Park at Mira Road.
During the year 2023, the Company through its wholly owned subsidiary, Clarissa Facility Management LLP, acquired 100% equity shares of Rusel Multiventures Private Limited, pursuant to which Rusel, became a step down subsidiary of the Company.
Post 31st March, 2023, Magnate Industries LLP, a wholly owned subsidiary of the Company converted into a Private Company Limited by Shares i.e. Maganate Industries Private Limited effective 17th May, 2023, which continues to be wholly owned subsidiary of Company.
Sunteck Realty Ltd
Directors Reports
To
The Members,
Sunteck Realty Limited
Your Directors have the pleasure in presenting the 40th Annual Report of the Company on
the business and operations of the Company together with the Audited Statement of Accounts
for the year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
The Company's performance during the financial year ended 31st March, 2023 as compared
to the previous financial year is summarised below:
|
|
|
|
(Rs. in Lakhs) |
| Particulars |
Consolidated |
Standalone |
|
For the year ended on March 31, 2023 |
For the year ended on March 31, 2022 |
For the year ended on March 31, 2023 |
For the year ended on March 31, 2022 |
| Revenue from Operations |
36,244.72 |
51,307.56 |
12,161.86 |
21,854.11 |
| Other Income |
2,842.59 |
2,094.72 |
2,742.83 |
1,239.60 |
| Total Income |
39,087.31 |
53,402.28 |
14,904.69 |
23,093.71 |
| Total Expenditure |
39,339.33 |
50,264.47 |
16,629.63 |
21,649.37 |
| Profit for the period before tax and share of profit/ (loss) of Associates/ Joint
ventures and exceptional items |
(252.02) |
3,137.81 |
(1,724.94) |
1,444.34 |
| Share of profit/(loss) of Associate/ Joint Ventures |
700.37 |
117.26 |
- |
- |
| Exceptional Items |
|
- |
- |
- |
| Profit/ (Loss) Before Tax |
448.35 |
3,255.07 |
(1,724.94) |
1,444.34 |
| Current Tax |
817.88 |
285.82 |
3.49 |
222.48 |
| Deferred Tax |
(510.42) |
460.35 |
(566.51) |
(67.89) |
| Profit/ (Loss) After Tax |
140.89 |
2,508.90 |
(1,161.92) |
1,289.75 |
| Other Comprehensive Income |
1,591.10 |
646.43 |
(145.59) |
68.82 |
| Total Comprehensive Income |
1,731.99 |
3,155.33 |
(1,307.51) |
1,358.57 |
REVIEW OF OPERATIONS
During the year under review, the consolidated total income for the current year
amounted to Rs.39,087.31/- Lakhs compared to Rs.53,402.28/- Lakhs in the previous year.
The Profit/ (Loss) before tax on consolidated basis stands at Rs.448.35/- Lakhs as
compared to Rs.3,255.07/- Lakhs during the previous year.
The total income earned is Rs.14,904.69 Lakhs compared to previous year's revenue of
Rs.23,093.71/- Lakhs on standalone basis. The Profit/ (Loss) before tax on standalone
basis stands at Rs.(1,724.94/-) Lakhs compared to Rs.1,444.34/- Lakhs during the previous
year.
NATURE OF BUSINESS
The Company is engaged in the activities of real estate development of residential and
commercial projects. During the year under review, there was no change in the nature of
business of the Company.
DIVIDEND
Your Directors are pleased to recommend final dividend of 150% (i.e. Rs.1.50/- per
equity share of the face value of Re. 1 each) to the shareholders for the financial year
ended 31st March, 2023. The dividend shall be subject to the approval of the shareholders
at the ensuing Annual General Meeting. Total outflow on account of dividend shall amount
to Rs.219,718,077 (Rupees Twenty One Crore Ninety Seven Lakh Eighteen Thousand Seventy
Seven Only).
As per Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'),
Dividend Distribution Policy was adopted to set out the parameters and circumstances that
will be taken into account by the Board in determining the distribution of dividend to its
shareholders and/or retaining profits earned by the Company. The Board of the Company has
adopted a Dividend
Distribution Policy which is available on the website of the Company
https://www.sunteckindia.com/images/investor/
code_Policy/1686134887_dividend-distribution-policy.pdf
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves out of the profits
earned during financial year 202223.
SHARE CAPITAL
During the year under review, your Company allotted 28,723 Equity Shares of face Value
of Re. 1/- each (Rupee One Only) to option grantees pursuant to exercise of options under
Company's Employee Stock Option Scheme 2017 and 2018 (ESOS 2017 and 2018). All allotted
shares rank pari-passu to the existing shares of the Company in all respects.
Pursuant to the above allotment, the paid up capital of the Company increased to
146,478,718 Equity shares of Re. 1/- each aggregating to Rs.146,478,718/- (Rupees Fourteen
Crores Sixty Four Lakh Seventy Eight Thousand Seven Hundred and Eighteen Only).
DEPOSITS
In terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year financial year 2022-23, your Company
has not accepted any deposits from public and as such, no amount on account of principal
or interest on public deposits was outstanding as on the date of the Balance Sheet.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on 31st March, 2023, the Company had 25 subsidiaries which includes 3 foreign
companies and 3 LLPs. Additionally, the Company has 4 joint venture which includes 1
foreign company and 2 LLPs.
During the year, the Company through its wholly owned subsidiary, Clarissa Facility
Management LLP, acquired 100% equity shares of Rusel Multiventures Private Limited
(Rusel), pursuant to which Rusel, became a step down subsidiary of the Company.
The Board of Directors of the Company and its wholly owned subsidiary, Starlight
Systems (I) Private Limited (the "Transferor Company"), have approved the
arrangement for amalgamation of the Transferor Company on a going concern basis with the
Company (the "Transferee Company") in their respective meetings held on 10th
November, 2022. The Company has filed necessary applications with the National Company Law
Tribunal (NCLT) for approval of the aforesaid scheme.
Post 31st March, 2023, Magnate Industries LLP, a wholly owned subsidiary of the Company
has been converted into a private company limited by shares i.e. Maganate Industries
Private Limited with effect from 17th May, 2023 and it continues to be the wholly owned
subsidiary of the Company.
The Board of Directors of the Company at its board meeting held on 26th May, 2023, have
approved the Scheme of Amalgamation of its wholly owned subsidiaries i.e. Skystar Buildcon
Private Limited, Advaith Infraprojects Private Limited, Magnate Industries Private Limited
and Shivay Brokers Private Limited (the Transferor Companies) with Sunteck Realty Limited
(the Transferee Company) pursuant to the provisions of Sections 230 to 232 and other
applicable sections and provisions of the Companies Act, 2013. The said Scheme of
Amalgamation is subject to the requisite statutory and regulatory approvals.
As per Section 129(3) of the Companies Act, 2013, the consolidated financial statements
of the Company, its subsidiaries, associates and joint venture entities in accordance with
applicable Accounting Standards issued by The Institute of Chartered Accountants of India,
forms part of this Annual Report. The performance and financial position of each of the
subsidiaries, associates and Joint Venture companies for the year ended 31st March, 2023
is attached to the financial statements hereto in Form AOC 1.
In terms of Section 136 of the Companies Act, 2013, separate audited accounts in
respect of each of subsidiaries have been placed on the website of the Company. Further,
the Company shall provide a copy of separate audited annual accounts in respect of each of
its subsidiary to any member of the Company who asks for it and said annual accounts will
also be kept open for inspection at the Registered Office of the Company.
The Company has formulated a policy for determining 'material' subsidiaries and such
policy is disclosed on Company's website https://www.sunteckindia.com/investor-relations.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with provisions of Section 152 of the Companies Act, 2013, Mr. Atul
Poopal, Director of the Company retires by rotation at the ensuing AGM and being eligible,
offers himself for re-appointment. Appropriate resolution for aforesaid re-appointment is
being placed for approval of the members at the ensuing AGM.
The Board has received declarations from the Independent Directors as per the
requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that
the Independent Directors meet the criteria of independence as mentioned in Section 149(6)
of the Companies Act, 2013. The Board confirms that the Independent Directors who were
required to, have duly passed the online proficiency self-assessment test conducted by the
Indian Institute of Corporate Affairs.
The certificate under Regulation 34(3) of Listing Regulations forms part to this
report.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings
The Board of Directors met 4 times during the financial year ended 31st March, 2023 in
accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The
Directors actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31st March, 2023, the Board of
Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;
b. such accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as on 31st March, 2023 and of
the profit of the Company for the year ended on that date;
c. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Committees of the Board
a) Audit Committee
An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the
head, 'Audit Committee' for matters relating to constitution, meetings and functions of
the Committee.
b) Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance with the
provisions of subsection (3) of Section 178 of the Companies Act, 2013. Kindly refer to
the section on Corporate Governance, under the head, 'Nomination and Remuneration
Committee' for matters relating to constitution, meetings, functions of the Committee and
the remuneration policy formulated by this Committee.
c) Corporate Social Responsibility Committee
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company during the year are set out in Annexure I of
this report as per the format prescribed in Companies (Corporate Social Responsibility
Policy) Rules, 2014 as amended thereto.
The CSR Policy may be accessed on the Company's website at the link
https://www.sunteckindia.com/investor- relations
d) Other Board Committees
For details of other Board Committees' viz. Stakeholders Relationship Committee and
others, kindly refer to the section 'Committees of the Board of Directors' which forms
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, 2013
read with Regulation 22 of the Listing Regulations, your Company has adopted whistle
blower policy for Directors and employees to report genuine concerns to the management of
the Company. The whistle blower policy of the Company is posted on the website of the
Company and may be accessed at https://www.sunteckindia.com/investor-relations
Risk Management
The Company's management systems, organisational structures, processes, standards, code
of conduct and behaviors together form the system that governs how the Group conducts the
business of the Company and manages associated risks. The Board has constituted Risk
Management Committee for monitoring and reviewing of the risk assessment, mitigation and
risk management plan from time to time. The Risk Management Committee of the Board is
responsible for developing and monitoring the risk management policies and also oversees
how management monitors compliance with the Company's risk management policies and
procedures.
The approach is based on identification, evaluation, and mitigation of operational,
strategic and environmental risks, disciplined risk monitoring and measurement and
continuous risk assessment and mitigation measures.
Annual Evaluation of Directors, Committee and Board
A formal evaluation mechanism has been adopted for evaluating the performance of the
Board, the Committees thereof, individual Directors and the Chairman of the Board. The
evaluation is based on criteria which include, among others, providing strategic
perspective, integrity and maintenance of confidentiality and independence of judgment,
Chairmanship of Board and Committees, attendance, time devoted and preparedness for the
Meetings, quality, quantity and timeliness of the flow of information between the Board
Members and the Management, contribution at the Meetings, effective decision making
ability, monitoring the corporate governance practices, role and effectiveness of the
Committees and effective management of relationship with stakeholders. Pursuant to the
provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried
out an annual evaluation of its own performance, performance of its directors individually
and the committees of the Board and the same is reviewed by the Nomination and
Remuneration Committee.
Particulars of Remuneration
The information as required under the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out in Annexure IV attached hereto.
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 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 the
members at registered office of the Company during business hours on working days up to
the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such
member may write to the Company Secretary, whereupon a copy would be sent.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEMES
In compliance with the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended thereto, the details of Employees
Stock Option Schemes of the Company as on 31st March, 2023 are furnished in Annexure II
attached herewith and forms part of this Report and is also available on the website of
the Company https://www.sunteckindia.com/investor-relations. The ESOS Schemes of the
Company are in compliance with the provisions of Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
PARTICULARS OF LOANS, ADVANCES, GUARANTEES, OR INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing
Regulations, details of Loans, guarantees and investments given/made during the financial
year 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 Section
188(1) of the Companies Act, 2013 entered by the Company during the year under review with
related 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 with
Promoters, Directors, or Key Managerial Personnel which may have a potential conflict with
the interest of the Company at large. In view of the above, the requirement of giving
particulars of contracts/arrangements/transactions made with related parties, in Form
AOC-2 is not applicable for the year under review.
The Policy on related party transactions and procedures dealing with related party
transactions as approved by the Board may be accessed on the Company's website at
https://www.sunteckindia.com/investor-relations.
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 which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and the date of this report.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Controls in place with reference to
financial statements and is operating effectively. The Company's IFC framework is
commensurate with its size, scale and complexity of operations. The controls, based on the
prevailing Business conditions and processes have been reviewed by the Company to
strengthen the same wherever required. In compliance with the provisions of section 138 of
the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the
internal control systems are supplemented by Internal Audit carried out by independent
firm of Chartered Accountants for periodical review by management. The Audit committee
reviews 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 would
impact the going concern status of the Company and its future operations. No application
is made and no proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of one time settlement of the Company with
any Bank or Financial Institution.
STATUTORY AUDIT AND AUDITORS' REPORT
Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Walker Chandiok & Co LLP,
Chartered Accountants, (Firm Registration number-001076N/ N500013) were appointed as the
Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion
of the 37th Annual General Meeting held on 29th September, 2020 till the conclusion of
42nd Annual General Meeting to be held in the year 2025. The Company has received a
certificate from Walker Chandiok & Co. LLP that they are eligible to hold office as
the Auditors of the Company and are not disqualified for being so appointed. Observations
of statutory auditors on accounts for the year ended 31st March, 2023:
There are no qualifications, reservations or adverse remarks made by M/s. Walker
Chandiok & Co LLP. Chartered Accountants, Statutory Auditors of the Company, in their
report for the financial year ended 31st March, 2023.
SECRETARIAL AUDIT
As required under the provisions of Section 204 of the Companies Act, 2013, the
Secretarial Audit report of the Company carried out by Mr. Veeraraghavan N., Company
Secretary in practice for the 2022-23, in Form MR-3, forms part to this report. Pursuant
to Regulation 24A of Listing Regulations, the Secretarial Audit Reports in respect of the
material unlisted subsidiaries of your Company viz., Skystar Buildcon Private Limited,
Satguru Corporate Services Private Limited and Rammit Corporate Solutions Private Limited
for 2022-23, forms part of this report. The said reports does not contain any
qualification, reservation or adverse remark or disclaimer.
COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, Maintenance of Cost records and Cost Audit is applicable
which has been complied with by the Company. On the recommendation of the Audit Committee,
the Board has re-appointed M/s. Kejriwal & Associates, Cost Accountants (Firm
Registration No. 101363), to audit the cost accounts of the Company for the financial year
ending on 31st March, 2023. Remuneration payable to the Cost Auditor needs to be 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 Notice convening the AGM.
ANNUAL RETURN
The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is
available on the website of the Company at
https://www.sunteckindia.com/investor-relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company adopts good practices by using rainwater harvesting thereby lowering fresh
water intake and reducing run-offs. The Company uses Dual Fitting Tanks and LED lights
which reduces the burden on energy usage in the construction area. The Company uses steel
products for rolling mills which saves considerable amount of natural resources and energy
required to convert steel from ores. Fly ash and GGBS are the waste generated from the
thermal power plant and steel plants respectively used in concrete which consumes waste
generated by other industries and also produce more durable concrete. Sites are covered
with G1 sheets which reduces the equipment noise and prevents dust getting blown up in air
in windy days. The use of STP water for flushing and gardening reduces the burden on
natural water resources. Wherever possible solar PV panels for common area lighting are
used which in turn reduces the carbon footprints.
The details of foreign exchange earnings and outgo during the year under review is as
below:
i) Foreign Exchange Earned: Rs.26,034,749 (P.Y. Nil)
ii) Foreign Exchange Outflow: Rs.90,547,503 (P.Y. Rs.212,533,872)
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2014
During the year under review, no case was filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has a
policy and framework for employees to report sexual harassment cases at workplace and the
process ensures complete anonymity and confidentiality of information. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
OTHER DISCLOSURES Corporate Governance
The report on Corporate Governance and the certificate from Company Secretary in
Practice regarding compliance with the conditions of Corporate Governance have been
furnished 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 the
Annual Report and forms a part of the Annual Report.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report of
the Company for the financial year ended 31st March, 2023 is attached as Annexure III
which forms part of this Report.
Fraud Reporting
No fraud has been reported during the audit conducted by Statutory Auditors,
Secretarial 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 Unpaid
Dividends, and transfer of Shares to IEPF' for the amounts of unclaimed and unpaid
dividends lying with the Company.
ACKNOWLEDGEMENT AND APPRECIATION
Your Directors would like to express their sincere appreciation and gratitude for the
co-operation and assistance from its shareholders, bankers, regulatory bodies and other
business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
contribution and commitment made by every member of the Sunteck Family.
|
For and on behalf of the Board of Directors |
|
Kamal Khetan |
|
Chairman & Managing Director |
| Mumbai, 26th May, 2023 |
(DIN:00017527) |