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Satra Properties (India) Ltd.

BSE: 508996 Sector: Infrastructure
NSE: N.A. ISIN Code: INE086E01021
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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 34th Annual Report along withAudited Financial Statements for the Financial Year ended 31 March 2017

1. FINANCIAL HIGHLIGHTS:

Rs. in lacs

Particulars

Standalone for the year

2016-17 2015-16
Profit before Tax 311.69 185.26
Less: Taxation 130.43 (256.43)
Profit after Tax 181.26 441.69
Add: Balance in Statement of Profit and Loss brought forward from previous year 2101.66 1874.64
Profit available for appropriation 2282.92 2316.33
Less: Appropriations
Proposed Dividend and Tax on Dividend 214.67 214.67
Transfer to Debenture Redemption Reserve - -
Net Surplus in the Statement of Profit and Loss 2068.25 2101.66

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

On standalone basis during the year under review total income of your Company hasincreased by approximately 8.19% from ' 10103 Lacs to ' 10930 Lacs. The said increase intotal income was due to increase in revenue from sale of properties. The Consolidatedtotal income of your Company for the year ended 31 March 2017 has decreased byapproximately 38.17% from ' 20323 Lacs to ' 12565 Lacs mainly due to decrease in revenuefrom sale of properties in subsidiaries.

On standalone basis during the year under review your Company has registered adecrease in the Profit after Tax by approximately 59% from ' 441.69 Lacs to ' 181.26 Lacs.The said decrease is on account of increase in Finance costs and net increase of taxexpenses as compared to the previous year. Also on consolidated basis the Company hasregistered net profit of ' 1017.73 Lacs in the current year as compared to previous year'sloss of ' 2037.48 Lacs. The said profit is mainly on account of decrease in cost ofconstruction and decrease in Advertisement and sales promotion expenses.

The management is putting all its endeavours 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.

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

ONGOING PROJECTS:

a. Satra Park Borivali Mumbai:

CONNECT TO A WORLD THAT CONNECTS YOU WITH LIFE DAILY.

Satra Park is the state-of-the-art residential cum commercial complex with artisticallydesigned interiors and exteriors and a place where every corner is beautifully designed toenjoy the luxuries of comfortable living along with excellent connectivity. It comprisesof major 2BHK and 3BHK homes.

The Company has already received part Occupation Certificate for the shops section andis expected to complete the project by 31 December 2020.

b. Satra Plaaza Nai Sadak Jodhpur:

FIRST ALL-INCLUSIVE BUSINESS DESTINATION.

Being a one-stop destination for business Satra Plaaza is a world of convenience andcomfort offering shops offices and artistically designed and well-planned hotel. Designedby the best architects the building shall become the most desired destination for theretailers as well as the customers.

The Company has partly finished construction of the shops and office front and plans tocomplete the project in due course of time.

UPCOMING PROJECTS:

c. Project at Kalina Mumbai:

THE BEST HOMES ARE CLOSE TO EVERYTHING.

The proposed residential project located on Kalina-Kurla Road is planned to start in aphase wise program and would comprise of 1BHK and 2BHK homes. The Company plans to launchthe project in near future.

Brief about various ongoing and upcoming Projects undertaken by Subsidiary Companies /Step-down Subsidiary Company:

ONGOING PROJECTS:

a. Satra Harmony Chembur Mumbai:

HOME IS WHERE IS YOUR HEART IS.

The Company has launched this project on the auspicious occasion of Akshay Tritya 2017and is planning to complete the same by 31 December 2019. It would re-develop housing of36 existing members along with other new members and would comprise compact as well asluxurious 2BHKs .

b. Project at Ghatkopar Mumbai:

DISCOVER A TOWNSHIP THAT HOSTS ALL YOUR LIVING DESIRES.

The proposed slum redevelopment project is nestled in nature's abundance andstrategically located. An integrated project spread over highland region would comprise ofa township offering varied options of compact apartments for nuclear families. At presentthe construction activities for shifting the hutments to transit accommodation is ongoingand the Company has successfully obtained revised LOI for this proposed project.

c. Satra Mahavir Ville Matunga CR Mumbai:

WHILE THE EXPERIENCE RISES EVEN HIGHER.

The proposed tallest wonder in Matunga Central is taking shape in the downtown ofMumbai. An edifice that rises above the ground would surpass the expectation and shall beseen as the 'who wants to be at' address with best of facilities and amenities to suit theupward living quotient. The redevelopment project is proposed to rehabilitate around 300homes/shops. The sale building would comprise of selections concerning bare shell homesranging from 2BHK till 5BHK. The commencement certificate has been obtained and theconstruction is ongoing for this project.

d. Satra's Eastern Heights Upper Chembur Mumbai:

AN ELITE ADDRESS FOR THE LUCKY.

The slum redevelopment project being jointly developed is located in the upcomingdevelopment zone near Chembur- Ghatkopar and is planned to accommodate various slumdeveloped along with housing to numerous fresh patrons. Upon receipt ofthe statutorypermissions the project currently offers housing options ranging from 1BHK 1.5BHK and2BHK. The construction is happening in full swing with Rehab Tower 1 almost beingcompleted along with decent portion of work for sale tower in progress. Further the saidproject is expected to be completed by 31 December 2020.

e. LE 88 Bandra Mumbai:

MEET A CELEBRATED LIFE THAT CELEBRATES YOUR BEING TRULY.

This project is a Joint Venture with Pyramid Developers and would be the address to 81distinguished families. Being reserved for selected few the 26 storey internationallydesigned tower is situated in the heart of Bandra overlooking the Bandra-Worli Sea Link.With the epitome of luxury and world class amenities the building is nearing completionand would be ready by 31 December 2018.

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 2016-17. 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 Friday 22 September 2017to Thursday 28 September 2017 (both days inclusive) for the purpose of Annual GeneralMeeting to be held on Thursday 28 September 2017 as decided by the Board and for thepayment of Equity Dividend.

4. TRANSFER TO RESERVES:

During the year under review the Company has transferred ' 292.50 Lacs to GeneralReserves from Debenture Redemption Reserve on account of pre/part redemption of 1170 Nos.of Secured Redeemable 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 Seven 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 March2017 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 2017 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 safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

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

• 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 the Board'sReport.

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 re-appointed 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 ' 263.61 Lacs on account of Dividend Distribution Tax ' 105.96 Lacs on accountof Income Tax (including TDS) ' 477.46 Lacs on account of Value Added Tax and ' 52.82Lacs on account of Service Tax. The Management has to state that the Company has alreadydeposited ' 18.31 Lacs for TDS and ' 3.48 Lacs for Service Tax upto the date of thisreport and is confident to meet its outstanding statutory 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 2016-17 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.

Further the Board of Directors has appointed P.P. Shah & Associates CharteredAccountants as the Internal Auditors of the Company for the Financial Year 2017-18.

c. Secretarial Auditor:

Mr. Dharmesh Zaveri of D. M. Zaveri & Co. Practicing Company Secretary (CP No.4363) Mumbai was appointed to conduct the secretarial audit of the Company for thefinancial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rulesthereunder.

The secretarial audit report for the Financial Year 2016-17 is enclosed herewith asAnnexure III to the Board's Report. There were no qualifications reservation adverseremarks or disclaimer given by the Secretarial Auditor.

The Board has appointed Mr. Dharmesh Zaveri of D. M. Zaveri & Co. PracticingCompany Secretary Mumbai as secretarial auditor of the Company for the Financial Year2017-18.

d. Cost Auditor:

Pursuant to the provisions of Section 148 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 the Board hasapproved appointment of Mr. Prasad Krishna Sawant Cost Accountant

(Firm Registration Number: 100725) as a Cost Auditor of the Company for the FinancialYear 2017-18 to conduct the Cost Audit of the Company for remuneration of ' 60000/- plusapplicable taxes and actual out of pocket expenses incurred in relation to performance ofthe duties. Necessary resolution for ratification of remuneration payable to the CostAuditor is included in the Notice of 34th Annual General Meeting for seekingapproval of shareholders.

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 to theBoard's Report for the financial year ended 31 March 2017 with respect to the contracts/arrangements / transactions with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

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 1170 Nos. of Secured Redeemable Non-ConvertibleDebentures (NCDs) out of 5500 12% Secured Redeemable NCDs of ' 1 Lac each fully paid upwhich were issued on private placement basis. Further pursuant to approval of debentureholders the Board of Directors in their Meeting held on 20 April 2017 has approved therevised dates of redemption of balance 4330 Nos. of NCDs along with rate of interest @12% to be compounded every 9 completed calendar month from the date of subscription of therespective NCDs. Accordingly the NCDs will be redeemable from April 2019 to December2019.

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 post occupancy 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 Pumps STP

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
Aluminium 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 ' 71.66 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 CorporateSocial Responsibility Committee consisting of 3 Directors out of which 1 is an IndependentDirector.

During the year under review consequent to the appointment of Mr. Rushabh P Satraw.e.f. 24 October 2016 and tendering of resignation by Mr. Rajan P. Shah with effect fromclosing of business hours of 24 October 2016 the Board has reconstituted the CorporateSocial Responsibility Committee and Mr. Rushabh P. Satra was appointed as member ofcommittee w.e.f. 25 October 2016.

The Composition of this Committee as on 31 March 2017 was as under:

• Mr. Praful N. Satra Chairman Executive Director

• Mr. Rushabh P. Satra Member Executive Director

• Mr. Vidyadhar D. Khadilkar Member Independent Director Consequent upontendering of resignation by Mr. Vidyadhar D. Khadilkar w.e.f. 31 May 2017 the Board hasreconstituted the Corporate Social Responsibility Committee and Mr. Vishal R KariaIndependent Director became a member of the committee w.e.f. 31 May 2017.

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 2016-17 is provided on the Company's website 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 welfarewhich is in accordance with Schedule VII of the Companies Act 2013.

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

ii. Audit Committee:

During the year under review Consequent upon tendering of resignation by Mr. Rajan P.Shah with effect from closing of business hours of 24 October 2016 the Board hasreconstituted the Audit Committee and Mrs. Sheetal D. Ghatalia Independent Directorbecame a member of the committee w.e.f. 25 October 2016. The composition of Auditcommittee as on 31 March 2017 was as under:

• Mr. Kamlesh B. Limbachiya - Chairman Independent Director

• Mr. Vidyadhar D. Khadilkar - Member Independent Director

• Mrs. Sheetal D. Ghatalia - Member Independent Director Consequent upontendering of resignation by Mr. Vidyadhar D. Khadilkar w.e.f. 31 May 2017 the Board hasreconstituted the Audit Committee and Mr. Rushabh P. Satra Non-Executive Director becamea member of the committee w.e.f. 31 May 2017.

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 NRCalso made a presentation to the Independent Directors at their meeting summarising theinputs received from the Directors as regards Board performance as a whole and of theChairman. The performance of the non-independent nonexecutive directors and Board as wholewas also reviewed by them. Post the meeting of the Independent Directors their collectivefeedback on the performance of the Board (as a whole) was discussed by the Chairman of theNRC with the Chairman of the Board. It was also presented to the Board and a plan forimprovements was agreed upon. Every statutorily mandated committee of the Board conducteda self-assessment of its performance and these assessments were presented to the Board forconsideration. Areas on which the Committees of the Board were assessed included degree offulfillment of key responsibilities adequacy of Committee composition and effectivenessof meetings. Feedback was provided to the Directors as appropriate. Significanthighlights learning and action points arising out of the evaluation were presented to theBoard.

17. THE CHANGE IN THE NATURE OF BUSINESS:

There is no change in the present nature of business of the Company.

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:

Mr. Bhavesh V. Sanghavi resigned as Chief Financial Officer and Key ManagerialPersonnel of the Company with effect from closing of business hours of 30 April 2016. TheBoard places on record its appreciation for the services rendered by him during his tenurewith the Company.

In terms of Section 196 of the Companies Act 2013 Mr. Praful N. Satra (DIN:00053900) was re-appointed by shareholders in 33rd Annual General Meeting asManaging Director of the Company liable to retire by rotation for a period of 5 (five)years with effect from 13 May 2016 till 12 May 2021.

Pursuant to recommendation of Nomination and Remuneration Committee the Board ofDirectors has appointed Mr. Rushabh P. Satra (DIN: 06608627) as an Additional Director(Category: Non-Executive) of the Company with effect from 24 October 2016 to hold officeupto the date of ensuing Annual General Meeting. Further upon recommendation ofNomination and Remuneration Committee and approval of the Audit Committee and pursuant toSec. 203 of the Companies Act 2013 read with relevant rules and in accordance withArticles of Association of the Company Mr. Rushabh P. Satra was appointed as a ChiefFinancial Officer & Key Managerial Personnel of the Company w.e.f. 27 October 2016.Also subject to the approval of the shareholders in the ensuing General Meeting theBoard upon recommendation of Nomination and Remuneration Committee approved hisappointment as a Whole Time Director of the Company w.e.f. 27 October 2016 for a period of5 years. However due to pre occupation Mr. Rushabh P. Satra has resigned from the postof Chief Financial Officer & Key Managerial Personnel and Whole Time Director of theCompany w.e.f. 31 May 2017 however he will continue to be Non-Executive Director of theCompany. Accordingly the Board has recommended appointment of Mr. Rushabh P. Satra asNon-Executive Director to the members of the Company and terms and conditions of the saidappointment are set out in the Notice convening the 34th Annual GeneralMeeting.

Mr. Rajan P. Shah (DIN: 00053917) Non-Executive Director of the Company has resignedwith effect from closing of business hours of 24 October 2016 due to pre occupation. TheBoard places on record its appreciation for the services rendered by him during his tenurewith the Company. Pursuant to recommendation of Nomination and Remuneration Committee andapproval of the Audit Committee and pursuant to the provisions of Section 203 read withrelevant rules thereunder and in accordance with Articles of Association of the Companyand such other applicable provisions of the Companies Act 2013 the Board of Directorshas appointed Mr. Sharad G. Kathawate as Chief Financial Officer & Key ManagerialPersonnel of the Company w.e.f. 31 May 2017.

Mr. Vidyadhar D. Khadilkar Independent Director of the Company has tendered hisresignation from the office of Independent Director w.e.f. 31 May 2017 The Board places onrecord its appreciation for the services rendered by him during his tenure with theCompany.

Mr. Praful N. Satra (DIN: 00053900) retires 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 on 31 March 2017 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 step down Subsidiary of your Company (ceased tobe wholly owned step down subsidiary of your Company w.e.f. 20 March 2017). RRB RealtorsPrivate Limited is also a step down subsidiary of your Company.

The report on the performance and financial position of each of the subsidiariesassociate 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 subsidiaries is available on ourwebsite viz. www.satraproperties.in .

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

The Audited Consolidated Financial Statements based on the Financial Statementsreceived from Subsidiaries/ Associate Companies as approved by their respective Board ofDirectors have been prepared in accordance with the relevant accounting standards asapplicable. YourCompanyhas presented theConsolidated Financial Statements which forms partof 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.

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

During the Year under review your Company has done pre/ part redemption of 1170 Nos.of Secured Redeemable NonConvertible Debentures (NCDs) out of 5500 12% SecuredRedeemable NCDs of ' 1 Lac each fully paid up which were issued on private placementbasis. Further pursuant to the approval of debenture holders the Board of Directors intheir Meeting held on 20 April 2017 has approved the revised dates of redemption ofbalance 4330 Nos. of NCDs along with rate of interest @ 12% to be compounded every 9completed calendar month from the date of subscription of the respective NCDs.Accordingly the NCDs will be redeemable from April 2019 to December 2019.

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 AnalysisStatement are included in this Annual Report.

24. COMPLIANCE CERTIFICATE:

In terms of Regulation 17(8) of SEBI (LODR) Regulations 2015 the Company has obtainedcompliance certificate from Mr. Praful N. Satra Managing Director and Mr. Rushabh P.Satra Whole Time Director & Chief Financial Officer for the Financial Year 2016-17

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 SexualHarassment 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 financialcontrols in place with reference to the financial statements. During the year underreview these controls were evaluated and no significant weakness was identified either inthe 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 9 August 2017