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Satra Properties (India) Ltd.

BSE: 508996 Sector: Infrastructure
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VOLUME 15369
52-Week high 8.34
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Mkt Cap.(Rs cr) 90
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Satra Properties (India) Ltd. (SATRAPROPERTIES) - Director Report

Company director report

To

The Members

SATRA PROPERTIES (INDIA) LIMITED

Your Directors are pleased to present the 33rd Annual Report along withAudited Financial Statements for the Financial Year ended 31 March 2016.

1. FINANCIAL HIGHLIGHTS:

Particulars

Standalone for the year

2015-16 2014-15
Profit before Tax 185.26 269.18
Less: Taxation (256.43) 137.21
Profit after Tax 441.69 131.97
Add: Balance in Statement of Profit and Loss brought forward from previous year 1874.64 2890.41
Profit available for appropriation 2316.33 3022.38
Less: Appropriations
Proposed Dividend and Tax on Dividend 214.67 147.75
Transfer to Debenture Redemption Reserve - 1000.00
Net Surplus in the Statement of Profit and Loss 2101.66 1874.63

2. STATE OF THE COMPANY'S AFFAIRS / OPERATIONS:

On standalone basis during the year under review total income of your Company hasincreased by approx. 41% from ' 7172 Lacs to ' 10103 Lacs. The said increase in totalincome was due to progress of work contract and for the compensation received. TheConsolidated total income of your Company for the year ended 31 March 2016 has increasedby approx. 332% from ' 4707 Lacs to ' 20323 Lacs mainly due to recognition of revenue inone of the subsidiary company.

On standalone basis during the year under review your Company has registered anincrease in the Profit after Tax by approximately 235% from ' 131.97 Lacs to ' 441.69Lacs. The said increase is on account of achieving of higher margin as compared to theprevious year. Also on consolidated basis there is a reduction in net loss from '2803.84 Lacs in the previous year to ' 2037.48 Lacs in the current year. The said lossis on account of unabsorbed financial & other period cost charged to profit & lossaccount of subsidiary companies due to delay in getting statutory approvals for launchingof new projects. Further also the Company is following percentage completion method ofaccounting and most of the projects undertaken under subsidiary and SPV's are in theinitial stage of construction the revenue from the said projects will be reflected in thefuture years.

The management is putting all its endeavors for undertaking new projects fordevelopment in joint venture through its subsidiaries and taking effective steps toimprove overall performance of the Group by concentrating on executing the on-going andnew projects at fast pace and reduction of borrowings.

Your Company has continued its focus on undertaking residential projects inparticular SRA and re-development which involves minimal capital investment andreduction of debt to minimize the burden of financial cost.

Brief about various ongoing and upcoming Projects undertaken by your Company:

a. Satra Park Borivali Mumbai:

The project situated at Borivali Mumbai is the state of- the-art residential cum highstreet shops comprising of a Jain Temple and with artistically designed interiors andexteriors. It's a place where every corner is beautifully designed to enjoy the luxuriesand offers a perfect blend of serene environment and comfortable living.

Your Company has already received part Occupation Certificate for shop segment and hascompleted the structural work for Residential complex and the finishing work is at theverge of completion. Your Company is targeting to complete the balance project work anddeliver the same in due course.

b. Satra Wings Kalina Mumbai:

The proposed residential project at Kalina Mumbai is planned to start in phases andwill consist of varying sizes of apartments ranging from 1 BHK to 2 BHK. The said projectis strategically located near Air India Colony Kalina-Kurla Road and is expected to haveaesthetically designed towers and terraced garden with panaromic airport view. It isproposed to encompass all amenities such as Swimming Pool Jogging Track Children's PlayArea Hi-tech Gymnasium and Efficient car parking spread on 3 levels.

The Company has received permission to start the basic construction activities and isplanning to launch the project in due course.

c. Satra Plaaza Jodhpur Rajasthan:

The said project is being Developed/Constructed in the heart of city of Jodhpur at NaiSarak Old Girdhar Mandir Near Ghanta Ghar Road which is considered to be one of the mostprime location for all types of business activities. The project is a mixture of Highstreet shops Commercial offices and Hotel with Restaurant Meeting Rooms Fitness Centreand other service area for hotel. The construction activity at site is in progress and isin advanced stage of completion as per schedule.

Projects undertaken by Subsidiary Companies/Step- down Subsidiary Company:

d. Satra Hills Ghatkopar Mumbai:

The proposed project is under Slum Rehabilitation Scheme awarded by the SlumRehabilitation Authority. Nestled in nature's abundance and strategically located in theclose proximity to the fast emerging industrial hub — Ghatkopar. The project iselevated on the hilly contours that offers kaleidoscopic view of entire Navi Mumbai. Itshall also encompass high rise buildings with high speed elevators and all amenities suchas landscaped gardens swimming pools and gymnasium which will make life of patronscozier than ever.

The construction of transit camps has already been carried out and most of thetenements have been shifted to pave the way for construction of Rehabilitation buildings.The construction activity of Rehabilitation Building is in progress.

e. Residential Project at Matunga (Central) Mumbai:

The property is located at Central Matunga at Telang Road/Bhandarkar Road and it is 2minutes walking distance from Matunga (Central) Railway station. It is proposed torehabilitate existing residential/ commercial tenements. It is proposed to construct 1composite building with 3 wings comprising of 3 Basement + Ground + 22/24 upper floorshaving commercial & residential floors having built up area of 6 lacs sq. fts. TheCompany has received the commencement certificate and the Company has started theconstruction activity at site.

f. Satra's Eastern Heights Upper Chembur Mumbai: The proposed residential projectis a joint development project undertaken by one of the Step-down subsidiary Company undera Special Purpose Vehicle. The highlighting features of the project is a 17 km longstretch Eastern Freeway connecting South Mumbai and Eastern Suburbs passing through theplot having exit and entry just 200 meters away from the project. This would attempt toeliminate traffic congestion for commuters plying to and for South Mumbai.

With necessary statutory permissions and approvals in place the construction work forRehabilitation and sale buildings are under progress and the Company proposes to completethe project in next 3-4 years.

g. LE-88 Bandra Mumbai:

The proposed residential project is a Joint Development Agreement undertaken by one ofthe subsidiary Company by sharing the sale area in equal proportion. The 26 storeyresidential building for sale is overlooking Mumbai's modern icon — Bandra-Worli SeaLink comprising of 81 4 BHK units. The project is an ultra-luxurious residential genreand has roped in a team of highly reputed international firm of architects andconsultants.

The Construction activity at site is in full swing and the Company proposes to completethe project in next 2-3 years.

Apart from the above there are few projects which are at the initial stage ofnegotiation.

3. DIVIDEND:

Your Directors are pleased to recommend for approval of the members Equity Dividendof ' 0.10/- per share (@ 5% per share) on 178358000 Equity Shares of ' 2/- each of theCompany for the Financial Year 2015-16. The Dividend payout on Equity Shares if declaredas above will result in outflow of ' 178.36 Lacs towards Dividend and ' 36.31 Lacstowards Dividend Tax resulting in total outflow of ' 214.67 Lacs. The Register of Membersand Share Transfer Books of the Company will remain closed from 24 September 2016 to 30September 2016 (both days inclusive) for the purpose of Annual General Meeting to be heldon 30 September 2016 as decided by the Board and for the payment of Equity Dividend.

4. TRANSFER TO RESERVES:

During the year under review the Company has transferred ' 25 Lacs to General Reservesfrom Debenture Redemption Reserve on account of pre/part redemption of 100 Nos. of SecuredRedeemable Non-Convertible Debentures.

5. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act 2013 anextract of annual return in the prescribed format is enclosed herewith as Annexure I tothe Board's report.

6. NUMBER OF MEETINGS OF THE BOARD:

The Board met five times during the financial year the details of which are given inthe Corporate Governance Report that forms a part of this Annual Report.

7. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance to Section 134(3)(c) read with Section 134(5) of the Companies Act 2013with respect to Director's Responsibility Statement it is hereby confirmed that

• in the preparation of the annual accounts for the financial year ended 31 March2016 the applicable accounting standards have been followed and there have been nomaterial departures;

• the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31 March 2016 andof the profit of the Company for the year ended on that date;

• the directors have taken proper and sufficient care for the maintenance ofadequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

• the directors have prepared the annual accounts on a going concern basis; and

• the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

• the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

8. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Your Company has received declaration from all the Independent Directors of yourCompany confirming that they meet the criteria of independence as prescribed in Section149(6) of the Companies Act 2013 and under Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 {SEBI (LODR) Regulations2015}.

9. POLICY MATTERS:

a. Nomination and Remuneration Policy:

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178(3) of the Companies Act 2013 and SEBI (LODR)Regulations 2015 adopted by the Board is enclosed herewith as Annexure II to theBoard's Report.

b. Whistle Blower Policy and Vigil Mechanism:

Your Company has adopted and established the necessary Whistle Blower Policy Vigilmechanism for Directors and employees to report deviations from the standards defined inthe Code of Conduct adopted by the Board of Directors and reporting instances ofunethical/improper conduct and taking suitable steps to investigate and correct the same.

c. Risk Management:

The Risk Management is overseen by the Board of Directors on a continuous basis. TheBoard oversees Company's process and policies for determining risk tolerance and reviewmanagement's measurement and comparison of overall risk tolerance to established levels.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuous basis.

10. AUDITORS AND AUDITORS REPORT:

a. Statutory Auditors:

At the 31st Annual General Meeting held on 27 September 2014 GMJ & Co.Chartered Accountants (Firm Registration No. 103429W) were appointed as statutoryauditors of the Company for a term of five consecutive years i.e. to hold office till theconclusion of the Annual General Meeting to be held in the calendar year 2019. In terms ofthe first proviso to Section 139 of the Companies Act 2013 the appointment of theauditors shall be placed for ratification at every Annual General Meeting. Accordinglythe appointment of GMJ & Co. Chartered Accountants as statutory auditors of theCompany is placed for ratification by the shareholders. In this regard the Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.

EXPLANATIONS / COMMENTS BY THE BOARD IN THE AUDITOR'S REPORT:

The Auditors have made certain comments in their Report concerning the Standalonefinancial statements of the Company. The Management puts forth its explanations as below:

• With reference to clause (vii)(a) of the Annexure to the Independent Auditors'Report on the Standalone financial statements; the Auditors have made a remark regardingdelays in payment of statutory dues and pending undisputed statutory dues more than sixmonths of ' 213.08 Lacs on account of Dividend Distribution Tax ' 82.96 Lacs on accountof Income Tax (including TDS) ' 338.78 Lacs on account of Value Added Tax (hereinafterreferred to as ‘VAT') and ' 326.11 Lacs on account of Interest on VAT. The Managementhas to state that the Company has already deposited ' 30.95 Lacs towards Income Tax(including TDS) and ' 23.59 Lacs towards VAT upto the date of this report. Your Company istaking necessary steps to collect VAT dues from buyers and also clear all its outstandingstatutory liabilities very soon.

b. Internal Auditors:

During the year under review on the recommendation of the Audit Committee the Boardof Directors appointed NGS & Co. LLP Chartered Accountants as the Internal Auditorsof the Company for the Financial Year 2015-16 to conduct Internal Audit of the functionsand activities of the Company and submit their report to the Board as required underSection 138 of the Companies Act 2013 and applicable Rules and provisions thereunder.

The Board has appointed NGS & Co. LLP Chartered Accountants as the InternalAuditors of the Company for the Financial Year 2016-17.

c. Secretarial Auditor:

Mr. Dharmesh Zaveri of D. M. Zaveri & Co. Practicing Company Secretary Mumbaiwas appointed to conduct the secretarial audit of the Company for the financial year2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder.

The secretarial audit report for the Financial Year 201516 is enclosed herewith as AnnexureIII to the Board's Report. There were no qualifications reservation adverse remarksor disclaimer given by the Secretarial Auditor. The Board has appointed Mr. DharmeshZaveri of D. M. Zaveri & Co. Practicing Company Secretary Mumbai as secretarialauditor of the Company for the Financial Year 2016-17.

11. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186:

Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the notes to financial statements provided in this Annual Report.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions that were entered into during the financialyear were on an arm's length basis and in the ordinary course of business. All the relatedparty transactions were pre-approved by the Audit Committee.

In view of the same disclosure in Form AOC-2 has been provided in Annexure IV tothe Board's Report for the financial year ended 31 March 2016 with respect to thecontracts/ arrangements/ transactions with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

A policy governing the related party transactions as approved by the Board may beaccessed on the Company's website viz. www.satraproperties.in.

Related party disclosures Forms part of the notes to the financial statements providedin this Annual Report.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatements relate and the date of this Report. During the Year under review your Companyhas done pre/part redemption of 100 Nos. of Secured Redeemable NonConvertible Debentures(NCDs) out of 5600 18% Secured Redeemable NCDs of (Rs. 1 Lac each fully paid up) whichwere issued on private placement basis. Further pursuant to approval of debentureholders the Board of Directors in their Meeting held on 1 April 2016 has approved therevised date of redemption of balance 5500 Nos. of NCDs along with revised rate ofinterest @ 12% to be compounded every 9 completed calendar month from the date ofsubscription of the respective NCDs. Accordingly the NCDs will be redeemable from April2017 to December 2017.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are as follows:

(A) Conservation of energy and Technology absorption:

i. The steps taken on conservation of energy:

The Company constantly endeavours to achieve energy conservation in its products byadopting energy efficient products. From the project inception stage through design andexecution to postoccupancy we constantly work with internal and external teams to meetthe Energy Performance. The following best practices are in place to achieve thisobjective:

• Energy efficient electronic ballast and lighting system;

• Heat Reflective paint;

• Adoption of high efficiency pumps motors;

• LED Lamps for common areas & pathways;

• Use of energy efficient lamps control gears and ballast VFDs highly efficientmotors;

• Use of CFLs fluorescent tubes and LEDs in the common areas of residentialprojects;

• Use of best quality wires cables switches and low self power loss breakers;

• Selection of high efficiency transformers DG sets and other equipments;

• The use of separate energy meters for major common area loads so that powerconsumption can be monitored and efforts can be made to minimise the same;

• Use of energy efficient lifts with group control in residential projects;

• Use of energy high energy efficiency equipment e.g. Elevators Water PumpsSTP.

ii. Steps taken by the Company for utilizing alternative sources of energy:

The Company undertakes various measures to conserve energy by using energy efficientlighting systems electric transmissions etc.

iii. Capital investment on energy conservation equipment:

The Company continues to make project level investments for reduction in consumption ofenergy. However capital investment on energy conservation equipment cannot be quantified.

(B) Technology Absorption:

i. The efforts made towards technology absorption:

• The improvement of existing or the development/ deployment of new constructiontechnologies to speed up the process and make construction more efficient;

• Researching the market for new machines materials and developing methodologiesfor their effective use in our project sites;

• LEDs for common area lighting;

• Introduction of laser plummets for accurate making;

• Technologies like Aluminium formwork Aluminum Profile & Accessories havebeen adopted;

• The Company uses modern technologies for implementation of its projects inconsultation with Architects Engineers and Designers.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

• Construction methodologies have been revised to optimize the process throughimproved processes and new technologies.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

The details of technology imported by the Company during the last three years are givenbelow:

The details of technology imported The year of import Whether technology has been fully absorbed If not fully absorbed areas where absorption has not taken and the reasons thereof
1 Aluminum Profiles 2013-14 Yes N.A

iv. The Expenditure incurred on Research and Development:

During the year under review no expenditure has been incurred on Research andDevelopment.

(C) Foreign Exchange Earnings And Outgo:

The Foreign Exchange outgo during the year was ' 514.78 Lacs for importing constructionmaterials and there were no Foreign Exchange earnings in terms of actual inflows duringthe year under review.

15. COMMITTEES OF THE BOARD:

i. Corporate Social Responsibility Committee:

In accordance with Section 135 of the Companies Act 2013 your Company has constituteda Corporate Social Responsibility Committee consisting of 3 Directors out of which 1 is anindependent Director.

The Composition of this Committee is as under:

• Mr. Praful N. Satra Chairman Executive Director

• Mr. Rajan P. Shah Member Non-Executive Director

• Mr. Vidyadhar D. Khadilkar Member Independent Director

The Company has adopted a Corporate Social Responsibility policy which indicates theactivities to be undertaken by the Company as specified in Schedule VII to the CompaniesAct 2013. The policy including overview of projects or programs undertaken during thefinancial year 2015-16 is p ro vide d on the Comp any's web site viz.www.satraproperties.in

During the year under review as part of its initiatives under "Corporate SocialResponsibility" (CSR) the Company has contributed in the areas of animal welfare.These contributions are in accordance with Schedule VII of the Companies Act 2013.

The annual report on our CSR activities is enclosed herewith as Annexure V tothe Board's report.

ii. Audit Committee:

During the year under review consequent to the appointment of Mr. Kamlesh B.Limbachiya w.e.f. 12 August 2015 and tendering of resignation by Mr. Vinayak D. Khadilkarw.e.f 13 August 2015 the Board has reconstituted the Audit Committee comprising of threedirectors with independent directors forming a majority.

The composition of this committee is as under:

• Mr. Kamlesh B. Limbachiya - Chairman Independent Director

• Mr. Vidyadhar D. Khadilkar - Member Independent Director

• Mr. Raj an P. Shah - Member Non-Executive Director

During the period under review the suggestions put forth by the Audit Committee wereduly considered and accepted by the Board of Directors. There were no instances ofnon-acceptance of such recommendations.

16. ANNUAL PERFORMANCE EVALUATION OF BOARD IT'S COMMITTEES AND DIRECTORS:

The evaluation of all the directors and the Board as a whole and that of its committeeswas conducted based on the criteria and framework adopted by the Board in accordance withthe provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

The following process was adopted for Board Evaluation: Feedback was sought from eachDirector about their views on the performance of the Board covering various criteria suchas degree of fulfilment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning Board culture and dynamics quality ofrelationship between the Board and the Management and efficacy of communication withstakeholders. Feedback was also taken from every director on his assessment of theperformance of each of the other Directors.

The Nomination and Remuneration Committee (NRC) then discussed the above feedbackreceived from all the Directors.

Based on the inputs received the Chairman of the NRC also made a presentation to theIndependent Directors at their meeting summarising the inputs received from the Directorsas regards Board performance as a whole and of the Chairman. The performance of thenon-independent nonexecutive directors and Board Chairman was also reviewed by them. Postthe meeting of the Independent Directors their collective feedback on the performance ofthe Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of theBoard. It was also presented to the Board and a plan for improvements was agreed upon.Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.Feedback was provided to the Directors as appropriate. Significant highlights learningand action points arising out of the evaluation were presented to the Board.

17. THE CHANGE IN THE NATURE OF BUSINESS: There is no change in the present natureof business of the Company but with a view to expand and diversify its present scope ofoperations the Company has proposed new business activities which can be conveniently andadvantageously combined with the existing business of the Company and which has goodpotential with respect to the future prospects of the Company. In this regard approval ofthe shareholders for alteration of object clause was sought through Postal Ballot Noticedated 21 July 2015 and the same was duly approved by them on 7 September 2015.

18. DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURINGTHE YEAR:

As per the relevant provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015the changes in Directors and Key Managerial Personnel are detailed as follows:

Ms. Sheetal S. Doshi (DIN: 07136658) and Mr. Vishal R. Karia (DIN: 03473857) who wereappointed as Additional Directors (Non-Executive independent) by the Board of Directorsw.e.f. 25 March 2015 and 31 March 2015 for a period up to 24 March 2020 and 30 March 2020respectively i.e. for a term of 5 consecutive years not liable to retire by rotation wereconfirmed as directors vide respective ordinary resolutions dated 7 September 2015 passedby members through postal Ballot.

Mr. Vinayak D. Khadilkar (DIN: 01548508) Independent Director resigned as a Directorof the Company with effect from 13 August 2015 in view of his health issues. The Boardplaces on record its appreciation for the services rendered by him during his tenure withthe Company.

In terms of Sections 149 and 152 of the Companies Act 2013 re-appointment of Mr.Vidyadhar D. Khadilkar (DIN: 01548603) Independent Director not liable to retirement byrotation was confirmed in the Annual General Meeting held on 28 September 2015 foranother term of 5 years upto the conclusion of the thirty seventh

Annual General Meeting of the Company to be held in the calendar year 2020.

Further in terms of Section 149 and 152 of the Companies Act 2013 Mr. Kamlesh B.Limbachiya (DIN: 07256660) who was appointed as Additional Director (Non-Executiveindependent) by the Board of Directors w.e.f. 12 August 2015 for term of 5 (Five) yearsupto 11 August 2020 not liable to retirement by rotation was confirmed as director in theAnnual General Meeting held on 28 September 2015. Pursuant to the recommendation of theNomination and Remuneration Committee the Board of Directors in its meeting held on 12February 2016 has subject to the approval of the members re-appointed Mr. Praful N.Satra (DIN: 00053900) as Managing Director w.e.f. 13 May 2016 for a period of 5 years.

The proposal for re-appointment of Mr. Praful N. Satra and the terms and conditions ofhis re-appointment are set out in the notice convening the 33rd Annual GeneralMeeting.

Mr. Bhavesh V. Sanghavi resigned as Chief Financial Officer and Key ManagerialPersonnel of the Company with effect from 30 April 2016. The Board places on record itsappreciation for the services rendered by him during his tenure with the Company.

Mr. Rajan P. Shah retires (DIN:00053917) at the ensuing Annual General Meeting andbeing eligible seeks re-appointment. The Board has recommended his appointment.

The details of training and familiarization programme for Directors have been providedon the website of your Company viz. www.satraproperties.in

19. SUBSIDIARIES:

Your Company has 8 Subsidiaries as detailed below:

a. Satra Property Developers Private Limited Satra Lifestyles Private Limited SatraInfrastructure and Land Developers Private Limited Satra Estate Development PrivateLimited and Satra International Realtors Limited are the Wholly owned subsidiaries of yourCompany.

b. Satra Buildcon Private Limited is Subsidiary of your Company.

c. Satra Realty and Builders Limited is the wholly owned step down subsidiary of yourCompany.

d. RRB Realtors Private Limited is step down subsidiary of your Company.

The report on the performance and financial position of each of the subsidiaryassociate and joint venture and salient features of the financial statements in theprescribed Form AOC-1 is enclosed as Annexure to Financial Statements.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited financial statements of each of the subsidiary is available on ourwebsite viz. www.satraproperties.in.

During the year under review no Comp any has become/ceased to be a subsidiary jointventure or associate of your Company.

The Audited Consolidated Financial Statements based on the Financial Statementsreceived from Subsidiary/ Associate Companies as approved by their respective Board ofDirectors have been prepared in accordance with the relevant accounting standards asapplicable. Your Company has presented the Consolidated Financial Statements which formspart of the Annual Report.

20. DEPOSITS:

During the year under review your Company has not accepted any Public Deposits underChapter V of the Companies Act 2013. Further in compliance with Rule (2)(1)(c)(viii) ofthe Companies (Acceptance of Deposits) Rules 2014 read with amendment rules theretoduring the year under review the Company accepted loan of ' 10000000/- from Mr. PrafulN. Satra Managing Director for business purpose alongwith a declaration in writing fromhim to the effect that the said loan amount is not being given out of funds acquired byborrowing or accepting loans or deposits from others. Further the principal amount of thesaid loan has already been repaid in full during the year.

21. SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (UNLISTED):

During the Year under review your Company has done pre/ part redemption of 100 Nos. ofSecured Redeemable NonConvertible Debentures (NCD) out of 5600 18% Secured RedeemableNCD of (? 1 Lac each fully paid up) which were issued on private placement basis. Furtherpursuant to approval of debenture holders the Board of Directors in their Meeting held on1 April 2016 has approved the revised date of redemption of balance 5500 Nos. of NCDalong with revised rate of interest @ 12% to be compounded every 9 completed calendarmonth from the date of subscription of the respective NCD. Accordingly the NCD will beredeemable from April 2017 to December 2017.

22. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosedherewith as Annexure VI to the Board's Report.

Further in accordance with Section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement containing particulars of employees as stipulated therein isenclosed herewith as Annexure VII to the Board's Report.

23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

Your Company has been practicing the principles of good Corporate Governance. Adetailed Report on Corporate

Governance together with Management Discussion and Analysis Statement are included inthis Annual Report.

24. MANAGING DIRECTOR CERTIFICATION :

In terms of Regulation 17(8) of SEBI (LODR) Regulations 2015 the Company has obtainedcompliance certificate from Mr. Praful N. Satra Managing Director.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has formulated an Internal Complaints Committee on prevention prohibitionand redressal of sexual harassment at workplace in line with the provisions of The SexualHarrasment of Women at workplace (Prevention Prohibition and Redressal) Act 2013. Therewere no cases/ complaints pertaining to sexual harassment reported during the year underreview.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

There are adequate internal financial controls in place with reference to the financialstatements. During the year under review these controls were evaluated and no significantweakness was identified either in the design or operation of the controls.

28. APPRECIATION:

The Board of Directors expresses their appreciation for the assistance guidanceco-operation and support extended to your Company by the financial institutions bankscustomers vendors professionals Government authorities and to all the members andDebenture holders of the Company. Your Company looks upon them as partners in its progressand has shared with them the rewards of growth. Your Directors also place on record theirdeep sense of appreciation for the commitment and involvement of the Company's executivesstaff and workers and looks forward to their continued co-operation.

For and on behalf of the Board of Directors

Satra Properties (India) Limited

Praful N. Satra

Chairman and Managing Director

Mumbai 12 August 2016