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Satra Properties (India) Ltd.

BSE: 508996 Sector: Infrastructure
NSE: N.A. ISIN Code: INE086E01021
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VOLUME 6
52-Week high 5.85
52-Week low 2.44
P/E
Mkt Cap.(Rs cr) 62
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.50
Sell Qty 390843.00

Satra Properties (India) Ltd. (SATRAPROPERTIES) - Director Report

Company director report

To

The Members

SATRA PROPERTIES (INDIA) LIMITED

Your Directors are pleased to present the 35th Annual Report along withAudited Financial Statements for the Financial Year ended 31 March 2018.

1. Financial Highlights:

Rs. in Lacs

Particulars

Standalone for the year

2017-18 2016-17
Profit before Tax (3919.98) 950.86
Profit / (Loss) after Tax (4882.97) 648.22
Other Comprehensive Income 17.19 6.15
Total Comprehensive Income (4865.78) 654.37

2. State of the Company's affairs / operations:

On standalone basis during the year under review your Company booked negative totalincome of Rs. 4963 lacs due to reversal of sales of major units in one of the project incomparison of Rs. 11335 lacs in the year 2016-17. On consolidated basis the totalincome increased by 2.69% from Rs. 12879 lacs in the year 2016-17 to Rs. 13226 lacs inthe year 2017-18. The said increase was due to sale of project in one of the subsidiariesof the Company.

On standalone basis the Company registered net loss before tax of Rs. 3919 lacs inyear 2017-18 as against net profit before tax of Rs. 951 lacs in the previous year. Thesaid decrease was due to cancellation of major units in one of the project of Company. Netloss after tax is

Rs. 4883 lacs in year 2017-18 as against Net profit after tax of Rs. 648 lacs in theprevious year on standalone basis. Net loss after tax is Rs. 14182 lacs in year 2017-18as against net profit after tax of Rs. 1095 lacs on consolidation basis.

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.

Brief about various ongoing and upcoming Projects undertaken by your Company: OngoingProjects: a. Satra Park Borivali Mumbai: CONNECT TO A WORLD THAT CONNECTS YOU WITH LIFEDAILY

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 2 BHK and 3 BHK homes.

The Company has already received part Occupation Certificate for the shops section andis expected to complete the residential component of the proposed residential tower by 31December 2020. b. Satra Plaaza Nai Sadak Jodhpur: FIRST ALL-INCLUSIVE BUSINESSDESTINATION

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.

Brief about various ongoing and upcoming Projects undertaken by Subsidiary Companies /Step-down Subsidiary Company: Ongoing Projects: a. Satra Harmony Chembur Mumbai: HOME ISWHERE IS YOUR HEART IS

The Company had 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 for36 existing members along with other new members and would comprise compact as well asluxurious 2BHK's. b. Project at Ghatkopar Mumbai: DISCOVER A TOWNSHIP THAT HOSTS ALLYOUR 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. Theconstruction of first rehab building has also commenced. c. LE 88 Bandra Mumbai: MEETA 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:

The Board does not recommend any Dividend for the Financial Year 2017-18.

4. Transfer to Reserves:

The Company has not proposed any amount to be transferred to the reserves.

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 Ito the 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 March2018 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 2018 andof the loss 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; 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 Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 {SEBI (LODR) Regulations 2015}.

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 and 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 statutory auditors of the

Company for a term of five consecutive years i.e. to hold office till the conclusion ofthe Annual General Meeting to be held in the calendar year 2019. In this regard theCompany has received a certificate from the auditors to the effect that they are notdisqualified from continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of Statutory Auditors forratification by members at every Annual General Meeting is done away with videnotification dated 7 May 2018 issued by the Ministry of Corporate Affairs. 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 Rs. 321.64 Lacs on account of Dividend Distribution Tax Rs. 131.27 Lacs onaccount of Income Tax (including TDS)

Rs. 382.72 Lacs on account of Value Added Tax and Rs. 259.90 Lacs on account of servicetax (including cess) due to liquidity constraints. The Management has to state that theCompany has already deposited Rs. 5.78 Lacs towards Income Tax (including TDS) Rs. 110.62Lacs towards Value Added Tax and Rs. 180.74 Lacs towards service tax upto the date of thisreport and is confident to meet its outstanding statutory liabilities very soon.

• With reference to clause (viii) of the Annexure to the Independent Auditors'Report on the Standalone financial statements; the Auditors have made a remark regardingdefault in interest payable to a financial institution amounting to Rs. 539.70 lacs. Themanagement has to state that the default occurred due to liquidity constraints and theCompany is confident to repay the dues very soon. b. Internal Auditors:

During the year under review on the recommendation of the Audit Committee the Boardof Directors appointed P. P. Shah & Associates Chartered Accountants as the InternalAuditors of the Company for the Financial Year

2017-18 to conduct Internal Audit of the functions and activities of the Company andsubmit their report to the Board as required under Section 138 of the Companies Act 2013and 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 2018-19. 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 2017-18 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The secretarial audit report for the Financial Year 2017-18 is enclosedherewith as Annexure III to the Board's Report. There were no qualificationsreservation adverse remarks or disclaimer given by the Secretarial Auditor except delayin filing of Form ODI (Overseas Direct Investment) and intimation of Share Certificate /Evidence of Investment to authorised Dealer Bank within due date. The Management has tostate that the same was inadvertent and due to oversight and the Company is in process ofimmediately filing / intimating the same.

Further the Board has appointed Mr. Dharmesh Zaveri of D. M. Zaveri & Co.Practicing Company Secretary Mumbai as secretarial auditor of the Company for theFinancial Year 2018-19. 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 RegistrationNumber: 100725) as a Cost Auditor of the Company for the Financial Year 2018-19 to conductthe Cost Audit of the Company for remuneration of

Rs. 60000/- plus applicable taxes and actual out of pocket expenses incurred inrelation to performance of the duties. Necessary resolution for ratification ofremuneration payable to the Cost Auditor is included in the Notice of 35thAnnual General Meeting for seeking approval of shareholders. The Cost Audit report for theF.Y. 2017-18 will be filed within the period stipulated under the Companies Act 2013.

Further maintenance of cost records as specified by the Central Government undersection 148(1) of the Companies Act 2013 is required by the Company and accordingly suchaccounts and records are made and maintained.

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 IVto the Board's Report for the financial year ended 31 March 2018 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 partydisclosures Forms part of the notes to the financial statements provided in this AnnualReport.

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.

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 onconservation 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 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 energyconservation 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 likeproduct improvement cost reduction product development or import substitution:

• Construction methodologies have been revised to optimize the process throughimproved processes and new technologies. iii. In case of imported technology (importedduring the last three years reckoned from the beginning of the financial year):

The Company has not imported technology during the last three years. iv. TheExpenditure incurred on Research and

Development:

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

(C) Foreign Exchange Earnings and Outgo:

There were no Foreign Exchange earnings and outgo in terms of actual outflows andactual inflows during the 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 constitutedCorporate Social Responsibility (CSR) Committee consisting of 3 Directors out of which 2are independent Directors. During the year under review consequent to the tendering ofresignation by Mr. Vidyadhar D. Khadilkar w.e.f 31 May 2017 the Corporate SocialResponsibility Committee was reconstituted and Mr. Vishal R Karia was inducted as memberof the committee w.e.f. 31 May 2017.

Further consequent to the tendering of resignation by Mr. Rushabh P. Satra on 15December 2017 the Corporate Social Responsibility Committee was reconstituted and Mr.Kamlesh B. Limbachiya Independent Director of the Company was inducted as member ofCommittee w.e.f. 15 December 2017.

The Composition of this Committee as on 31 March 2018 was as under:

• Mr. Praful N. Satra - Chairman Executive Director

• Mr. Vishal R. Karia - Member Independent Director

• Mr. Kamlesh B. Limbachiya - Member Independent Director The CSR Policy of theCompany is provided on the Company's website viz. www.satraproperties.in. Pursuant toSection 135 of the Companies Act 2013 read with relevant rules framed thereunder theCompany was not required to undertake any CSR activities for the financial year 2017-18.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. VidyadharD. Khadilkar w.e.f 31 May 2017 the Audit Committee was reconstituted and Mr. Rushabh P.Satra Non-Executive Director was inducted as member of the committee w.e.f. 31 May 2017.

Further consequent to the tendering of resignation by Mr. Rushabh P. Satra on 15December 2017 the Audit Committee was reconstituted and Mr. Praful N. SatraExecutive Director of the Company was inducted as member of Committee w.e.f. 15 December2017.

The composition of Audit committee as on 31 March 2018 was as under:

• Mr. Kamlesh B. Limbachiya - Chairman Independent Director

• Mr. Praful N. Satra- Member Executive Director

• Mrs. Sheetal D. Ghatalia - Member Independent Director During the period underreview the suggestions put forth by the Audit Committee were duly considered and acceptedby the Board of Directors. There were no instances of non-acceptance of suchrecommendations.

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 the

Non-Independent Non-Executive directors and Board as whole was also reviewed by them.Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) was discussed by the Chairman of the NRC with theChairman of the Board. It was also presented to the Board and a plan for improvements wasagreed upon. Every statutorily mandated committee of the Board conducted a self-assessmentof its performance and these assessments were presented to the Board for consideration.Areas on which the Committees of the Board were assessed included degree of fulfillment ofkey responsibilities 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 nature of business of the Company.

18. Directors or Key Managerial Personnel who were appointed or have resignedduring the 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.Vidyadhar D. Khadilkar (DIN: 01548603) Independent Director of the Company tendered hisresignation from the office of Independent Director w.e.f. 31 May 2017. The Board placedon record its appreciation for the services rendered by him during his tenure with theCompany.

Pursuant to recommendation of Nomination and Remuneration Committee and approval of theAudit Committee and pursuant to the provisions of Section 203 of the Companies Act 2013read with relevant rules thereunder and in accordance with Articles of Association of theCompany and other applicable provisions of the Companies Act 2013 Mr. Sharad G.Kathawate was appointed as a Chief Financial Officer and Whole Time Key ManagerialPersonnel of the Company w.e.f. 31 May 2017.

Mr. Rushabh P. Satra (DIN: 06608627) resigned as Chief Financial Officer & KeyManagerial Personnel and Whole time Director of the Company w.e.f. 31 May 2017. The Boardplaces on record its appreciation for the services rendered by him during his tenure withthe Company. However he continued to act as a Non-Executive Director of the Company.Further Mr. Rushabh P. Satra who was appointed as Additional Director of your Companyw.e.f. 24 October 2016 by the Board of Directors in accordance with necessary provisionsof the Companies Act 2013 was confirmed as a Director of the Company in the 34thAnnual General Meeting held on 28 September

2017. Subsequently he tendered his resignation w.e.f. 15 December 2017 due topre occupation. The Board places on record its appreciation for the services rendered byhim during his tenure with the Company.

Mr. Sharad G. Kathawate resigned as Chief Financial Officer and Key ManagerialPersonnel of the Company w.e.f. 6 January 2018. The Board places on record itsappreciation for the services rendered by him during his tenure with the Company.

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: YourCompany has 7 Subsidiaries as on 31 March 2018 detailed below: a. Satra PropertyDevelopers Private Limited Satra Lifestyles Private Limited Satra Infrastructure andLand Developers Private Limited Satra Estate Development Private Limited SatraInternational Realtors Limited are the Wholly owned subsidiaries of your Company. b. SatraBuildcon Private Limited is Subsidiary of your Company. c. RRB Realtors Private Limitedceased to be a step down subsidiary of your Company w.e.f 25 January 2018. Further SatraRealty and Builders Limited ceased to be a step down subsidiary of your Company w.e.f. 9April 2018.

Apart from the above no company has become/ ceased to be a subsidiary joint ventureor associate of your Company. The report on the performance and financial position of eachof the subsidiaries associate and joint venture and salient features of the financialstatements in the prescribed 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.

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. 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.

21. Secured Redeemable Non-Convertible Debentures (Unlisted):

Pursuant to the approval of debenture holders dates of redemption of balance 4330Nos. of Secured Redeemable Non-Convertible Debentures ("NCDs") of

Rs. 1 Lac each fully paid up which were issued on private placement basis were revised.Accordingly the NCDs will be redeemable from April 2019 to December 2019.

Further rate of interest was also revised @ 9% p.a. to be compounded every 9 completedcalendar month from the date of subscription on the aforesaid NCDs.

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. Manish R. Jakhmola Chief Financial Officer of the Company for the Financial Year2017-18.

25. Disclosure under the Sexual Harassment of Women at

Workplace (Prevention Prohibition 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. Internal Financial Controls with reference to Financial Statements:

There are 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. Secretarial Standards:

The Company has complied with the Secretarial Standards as applicable to the Companypursuant to the provisions of the Companies Act 2013.

29. 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 13 August 2018