The Directors are pleased to present the Twenty Second Annual Report of the company together with the Audited Statements of Accounts for the year ended March 31, 2015.

Particulars                     Period Ended            Year Ended
                                31st March, 2015        30th June, 2014
                                (09 Months)             (15 Months)

Total Revenue                   11,587/-                1,06,937/-

Total Expenditure               1,27,37,098/-           1,36,93,050/-

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Due to steep global economic slowdown with sluggishness and recession in the domestic economy as well as due to restructuring, your company had suffered loss of Rs. 126.16 Lacs as against the loss of last year amounting Rs. 126.07 Lacs. Your Directors are hopeful of better performance in the coming year.

DIVIDEND

In view of the current year loss, your Board has decided not to recommend dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed not to transfer any fund to its reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year the company has changed it name form Software Technology Group International Limited to STG Lifecare Limited. Change in name of the company did not result in change in business activities of the company.

CHANGES IN SHARE CAPITAL, IF ANY

During the Financial Year 2014-15, there is no change in Share Capital.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

According to Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014) it is required to provide disclosure regarding issue of equity shares with differential voting rights. For the Financial Year 2014-15 there is no Issue of Equity Shares with Differential Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

According to Rule 12 (9) of Companies (Share Capital and Debenture Rules, 2014) it is required to provide disclosure regarding issue of employee stock option. This disclosure is not applicable as Company has not issue Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

According to Rule 8 (13) of Companies (Share Capital and Debenture Rules, 2014) it is required to provide disclosure regarding issue of sweat equity shares. This disclosure is not applicable as Company has not issued Sweat Equity Shares.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are No material changes / event.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy

The operations of company are not energy intensive, however, energy conservation has always been given focus form point of view of cost control. Adequate measures have been taken to conserve and optimize the use of energy by using energy efficient computers and equipment with latest technologies.

(i) Building Infrastructure:

We are committed to minimizing the consumption of energy and fresh water, preserving natural habitat and reducing waste. Our Green Initiatives team focuses on developing infrastructure directed at conservation of resources.

(ii) Green Innovation:

* STG supports the ' Green Initiative' taken by the Ministry of Corporate Affairs ("MCA") and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing as it is truly said "There can be substitute for paper, not for trees"

B. Technology Absorption, Research and Development (R&D)

In its endeavors to obtain and deliver the best, your company continuously develops and adopts new technologies to aid efficient management of its resources. It has various renowned strategic alliance partners and is continuously adapting the technology through these partners.

C. Foreign Exchange Earning and Outgo

Efforts continue to enlarge the product range and geographical reach on export market in order to maximize foreign exchange inflow and every effort is being made to minimize the foreign exchange outflow.

Total Foreign Exchange Earnings on accrual basis during the period is Nil against Rs. NIL of previous period.

Total Foreign exchange Outgo on actual basis during the year amounted to NIL against Rs. NIL of previous period.

Deposits

No Deposit is accepted during the F.Y 2014-15.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY

There is No receipt of any commission by MD / WTD from a Company and/or receipt of commission / remuneration from it holding or Subsidiary to be provided.

SHARES

No shares were issued during the year.

CHANGE IN NATURE OF BUSINESS:

During the year there was no change in nature of Business of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Declaration by WTD/CFO that the Board Members and SMPs have complied with the Code of Conduct [Clause 49 II E (2) of LA]

MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report [Annexure 1].

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No cases filed, during the Financial Year and their disposal under the Act

FRAUD REPORTING

No frauds which have been reported to the Audit Committee / Board but not to CG have to be disclosed.

STATUTORY AUDITORS

M/s. H. K Batra & Associates, Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have confirmed their eligibility to the effect that their re- appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

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

SECRETARIAL AUDIT REPORT

As the company is incurring losses for last several years therefore the company has not appointed Secretarial Auditor during the period.

EXPLANATION TO AUDITOR'S REMARKS

There is no qualification, reservation, adverse remark or disclaimer made by the statutory auditor in his report and/or by the auditor of the company.

DECLARATION BY INDEPENDENT DIRECTOR

Independent directors, in the opinion of the Board, are person of integrity and possess relevant expertise and experience and affirm to the points given u/s 149(6) of Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has a well-designed Internal Audit programme & team to review all internal systems, processes and financial controls of the Company to bring in the best industry practices, compliance with internal systems & procedures and statutory compliances. Senior management of your Company places emphasis on taking timely action on the findings and recommendations of internal audit and systems are strengthened appropriately, from time to time.

BOARD MEETINGS

During the Financial Year 2014-15, 4 (four) meetings of the Board of Directors of the company were held on 15/07/2014, 28/08/2014, 13/11/2014 and 11/02/2015.

AUDIT COMMITTEE

Audit Committee of the company consist of Mr S. M. Pathak, Mr M. C. Shrivastava and Mrs Prasanna Vaidya. Mr S. M. Pathak is the chairman of the audit committee and he is an independent director. The committee met four times during the financial year.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Yogesh Chandra Vaidya, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr Yogesh Chandra Vaidya is the whole time director, Mrs Prasanna Vaidya is woman director, Mr M. C. Shrivastava and Mr S M Pathak are independent directors. Mr Jaideep Sinha is Chief Financial Officer and Mr Sumeet Sharma is the company secretary.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

POLICY ON SELECTION OF DIRECTORS

The Company believes that an enlightened Board consciously crates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board Members are expected to have adequate time and expertise and experience to contribute to effective Board Performance. Accordingly, members should limit their directorships in other company in such a way that it does not interfere with their role as directors of the Company. A director shall not serve as a director in more than 20 companies of which not more than 10 shall be public limited companies. A director shall not be a member in more than 10 committees or act as chairman of more than 5 committees across all the companies in which he holds directorships.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Company incurring huge loss from the last three preceding years and Company did not have funds to comply with Corporate Social Responsibility Policy. Whenever Company will earn profit then Board of Directors will comply with Corporate Social Responsibility Policy.

NOMINATION & REMUNERATION COMMITTEE POLICY

1. Introduction

1.1 STG Lifecare Limited recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of the Company.

3.2 "Key Managerial Personnel" means

(I) The Chief Executive Officer or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The Chief Financial Officer; and

(v) Such other officer as may be prescribed under the Companies Act, 2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by STG Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

Terms of reference

To oversee the method, criteria and quantum of compensation for executive and non executive directors.

To review the recruitment of key management employees and their compensations; To formulate the initiatives leading to greater transparency and improved corporate governance.

Remuneration policy

The Company has not paid any remuneration to Directors during the year under review. Sitting fee and other incidental expenses including traveling etc. to Non- Executive Independent Director(s) for attending the Board Meetings are paid as decided by the Board of Directors from time to time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15.

VIGIL MECHANISM:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "vigil mechanism" and overseas through nominee director, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

ii. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding 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. Laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant & material orders passed by the regulators or courts or tribunal

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The company has one subsidiary company namely M/s Software Technology Group Inc. San Jose, California, USA. The report on the performance and financial position of subsidiary and salient features of the financial statement in the prescribed Form AOC-1 is annexed to this report. [Annexure -2].

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Form MGT 9 and is attached to this Report. [Annexure 3]

BUY BACK OF SHARES:

The Company has not made any offer of Buy Back of its shares.

STOCK EXCHANGES

The equity shares of your company are listed with the National Stock Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock Exchange Ltd.

SHARES UNDER COMPULSORY DEMATERIALISATION

With effect from July 24, 2000 trading in equity shares of the company at the Stock Exchange are permitted only in Dematerialized from. The Company's shares are available for trading in the depository systems, of both the National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2015, a total of 1,45,67,733 Shares of the Company stand dematerialized & this constitutes 98.18% of the holding in the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company in its operations in these trying times.

Your Directors would also like to take this opportunity to express their gratitude for the co-operation and support from its Bankers and other organizations like STPI, the Reserve Bank of India and other statutory bodies of the Government of India. We look forward to their continued support in the future also.

Last but not the least, we sincerely thank our shareholders for their constant support and co-operation in the difficult times.

                                               By Order of the Board of
                                                   STG Lifecare Limited

                                                        (Yogesh Vaidya)
Place: Gurgaon                                               (Director)
Date: 16.05.2015                                        (DIN: 01185242)