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Satra Properties (India) Ltd.

BSE: 508996 Sector: Infrastructure
NSE: N.A. ISIN Code: INE086E01021
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OPEN 0.57
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VOLUME 95
52-Week high 1.33
52-Week low 0.45
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.59
Buy Qty 905.00
Sell Price 0.57
Sell Qty 110.00

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

Company director report

To

The Members

SATRA PROPERTIES (INDIA) LIMITED

Your Directors are pleased to present the 36th Annual Report along withAudited Financial Statements for the Financial Year ended 31st March 2019.

1. FINANCIAL HIGHLIGHTS:

(Amount in INR Lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Profit before Tax (23.83) (3919.98) (1588.42) (12614.73)
Profit/(Loss) after Tax (23.83) (4882.97) (1588.42) (14243.14)
Other Comprehensive Income 22.55 17.19 (14.91) 61.44
Total Comprehensive Income (1.28) (4865.78) (1603.33) (14181.70)

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

On standalone basis during the year under review your Company booked total income ofRs. 3629.87 lakhs in comparison of negative income of Rs. 4962.85 lakhs booked in the year2017-18. On consolidated basis the total income decreased by 52.99% from Rs. 13225.85lakhs in the year 2017-18 to Rs. 6216.69 lakhs in the current year 2018-19. The saiddecrease was due to no operations in subsidiaries.

On standalone basis the Company registered net loss before tax of Rs. 23.83 lakhs incomparison to the net loss of Rs. 3919.98 lakhs in the previous year and on consolidatedbasis the net loss before tax of Rs. 1588.42 lakhs in comparison to Rs. 12614.73 lakhs inthe previous year. Further during the year Net loss after tax is decreased to Rs. 23.83Lakhs as compared to Rs. 4882.97 lakhs in the year 2017-18 on standalone basis. Net lossafter tax is Rs. 1588.42 lakhs as compared to net loss of Rs. 14243.14 lakhs in year2017-18 on consolidation.

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:

ONGOING PROJECTS:

a) Satra Park Borivali West Mumbai.

A slum redevelopment project being jointly redeveloped by the Company and Shreeniwas

Developers consists of a sale building having three wings and comprises of 2 and 3 BHKapartments. Also the said project consists of shopping layout for which occupationcertificate has been obtained.

The Company has announced the date of completion of the said project on RERA as 31stDecember 2020.

b) Satra Plaaza Nai Sadak Jodhpur:

The layout of the said project comprises of shops offices and proposed hotel. It is aone-stop destination artistically designed and well planned layout at the prime locationand in the heart of Jodhpur at Nai Sadak. The project is under construction and expectedto be complete in due course of time.

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

ONGOING PROJECTS:

a) Proposed Project at Ghatkopar West Mumbai: (SPDPL)

A slum redevelopment project is spread of magnificent land and consists of a townshipwhich comprises of varied options from affordable housing to compact and mid-sizeapartments. Currently the construction for rehab work is ongoing and the Company islooking for and negotiating with other real estate developer to tie up through jointventure or development fee model to successfully complete the project.

3. DIVIDEND:

In view of losses the Board does not recommend any Dividend for the Financial Year2018-19.

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 is placed on the website of the Company and web link for the sameis http://satraproperties.in/pdf/annualreport/ spil-mgt-9-2018-19.pdf

6. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met Seven times during the financial year under review. Theintervening gap between any two meetings was not more than 120 days as prescribed underthe Act. Details of the dates of Board Meetings and the attendance of the Directors at theBoard Meetings are provided separately in the Report on Corporate Governance.

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:

a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2019 the applicable accounting standards have been followed and that there are nomaterial departures for the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and of the profitand loss of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and are operating effectively during the financial yearended 31st March 2019 and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively during thefinancial year ended 31st March 2019.

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 I to the Board'sReport.

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.The Company is also committed to provide requisite safeguards for the protection of thepersons who raise such concerns from reprisals or victimization for whistle blowing ingood faith. The Board of Directors affirms and confirms that no personnel have been deniedaccess to the Audit Committee. The Policy contains the provision for direct access to theChairman of the Audit Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Company's website at:

http ://satra properties. in/pdf/policies/whistle-blower-policy-and-vigil-mechanism.pdf

c. Risk Management:

The Risk Management is overseen by the Board of Directors on a continuous basis.

The Board oversees Company's process and policies for determining risk tolerance andreview management's measurement and comparison of overall risk tolerance to establishedlevels. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuous basis.

10. AUDITORS AND AUDITORS' REPORT:

a. Statutory Auditors:

At the Annual General Meeting held on 27th 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.

Accordingly they will hold office till the conclusion of the Thirty-sixth AGM of theCompany. In this regard the Audit Committee in their meeting held on 14thAugust 2019 has proposed and the Board of Directors has recommended the re-appointment ofM/s. GMJ & Co. Chartered Accountants (Firm Registration No. 103429W) as StatutoryAuditors of the Company for a further period of 5 (Five) years from the conclusion of theThirty-sixth Annual General Meeting of the Company till the conclusion of the Forty-firstAnnual General Meeting to be held in the calendar year 2024 for the financial year2023-24.

M/s. GMJ & Co. Chartered Accountants (Firm Registration No. 103429W) havefurnished a certificate in terms of the provisions of the Act and the Companies (Audit andAuditors) Rules 2014 and confirmed their eligibility in terms of Section 141 and allother applicable provisions of the Act read with the applicable Rules thereto.

The Board recommends the resolution for reappointment of the Statutory Auditors for asecond term of five years for the approval of the Members. The necessary resolution forreappointment of the Statutory Auditors is included in the Notice of 36thAnnual General Meeting.

EXPLANATIONS/COMMENTS BY THE BOARD IN THE AUDITORS' REPORT

The Auditors have made certain comments in their Report (including Annexure to theReport) concerning the Standalone & consolidated financial statements of the Company.The Management puts forth its explanations as below:

For Standalone financial statements:

1. We draw your attention to Note 39 to the Financial statement which states thatthe company has not provided interest for Rs.33.55 crores for the year ended 31stMarch 2019 and further company has reversed the interest provision of Rs.4.77 crores forthe period 1st February 2018 to 31st March 2018 on the basis of the dulyauthenticated Minutes of Meeting held with said lender's as described in aforesaid note.As per said Minutes of Meeting bulks of the Loans were to be adjusted against a Projectin one of the subsidiary. However said matter is under litigation and the Loans arecarried in books without any Interest provisions. Consequently the loss for the year isunderstated by Rs.38.32 crores and current liabilities is understated by Rs.38.32 Crores.

Reply: The matter is in dispute & subjudice hence management decided not toprovide the interest as per the minutes of the meeting held with the lenders.

2. We draw attention to Note 40 regarding amount of Rs.5 crores being receivedagainst disputed sale of shares of one of the subsidiary and the matter is currently sub-judice and the same is shown as other current liability. We are unable to comment on thesame.

Reply: The Company has received amount of Rs.5 crores for disputed sale of sharesand the matter is currently settled as on 8th August 2019.

3. Management has not considered any provision for impairment in respect ofinvestments aggregating Rs.58.56 Crores in Satra Property Developers Private Limitedwholly owned subsidiary whose accumulated losses substantially exceed its paid up capital.Consequently the loss for the Quarter and year is understated by Rs.58.56 crores andInvestment is overstated by Rs.58.56 Crores.

Reply: The management has to state that there is potential in the Companies projectin near future and as a going concern there is no need to make any provision.

4 According to the information and explanations given to us except for Rs.4028034/- on account of Goods and Service Tax Rs. 34772389/- on account of Dividenddistribution tax Rs. 16497541/- on account of Income-tax (Including TDS) Rs.26191910/- on account of Value added tax Rs. 10165816/- on account of service tax(including cess) no undisputed amounts payable in respect of Profession tax Customsduty Provident fund and other material statutory dues were in arrears as at 31stMarch 2019 for a period of more than six months from the date they became payable.

Reply: The Company has already deposited Rs.0.58 lakhs towards Income Tax(including TDS) up to the date of this report and is confident to meet its outstandingstatutory liabilities very soon.

5 In According to the information and explanations given to us except forRs.14840220/-- on account of interest and principal payable to a financial institutionthe company has not defaulted in repayment of dues to banks and financial institution.

Reply: The default occurred due to liquidity constraints and the Company isconfident to repay the dues very soon.

For Consolidated Financial Statements:

1. We draw your attention to Note 43 to the financial statement which states thatthe company has not provided interest for Rs.49.77 crores for the year ended 31stMarch 2019 and Further Company has reversed the interest provision of Rs.7.30 crores forthe period 1st February 2018 to 31st March 2018 on the basis of theduly authenticated Minutes of Meeting held with said lender's as described in aforesaidnote. As per said Minutes of Meeting bulk of the Loans were to be adjusted against aProject in one of the subsidiary. However said matter is under litigation and the Loansare carried in books without any Interest provisions. Consequently the loss for theQuarter is understated by Rs.57.07 crores other current liabilities is understated by Rs.57.07 crores.

Reply: The matter is in dispute & subjudice hence management decided not toprovide the interest as per the minutes of the meeting held with the lenders.

2. We draw attention to Note 44 regarding one of the subsidiary having received Rs.11 Crores as consideration for proposed allotment of flats in Matunga Project and forwhich GST provision has not been made and the matter is currently sub-judice and the sameis shown as other current liability. We are unable to comment on the same.

Reply: The matter is in dispute & sub-judice hence no provision has been made.

3. We draw attention to Note 45 regarding amount of Rs.5 crores being receivedagainst disputed sale of shares of one of the subsidiary and the matter is currently sub-judice and the same is shown as other current liability. We are unable to comment on thesame.

Reply: The Company has received amount of Rs. 5 crores for disputed sale of sharesand the matter is currently settled as on 8th August 2019.

4. We draw attention to Note 46 regarding non-inclusion of financial statements ofone of the subsidiary Satra Buildcon Private Limited while preparing consolidatedfinancial statement. In the absence of any data the opening balance of Assets andliabilities are carried to the balance sheet. The effect of this exclusion is consideredmaterial to the consolidated financial statements. We are unable to determine and commentthe effects of the misstatement on the consolidated financial statements.

Reply: During F.Y.2018-19 the Company does not have operational & accountingcontrol on Satra Buildcon Private Limited due to disputed sales of shares . Hence in theabsence of any data the opening balance of assets & liabilities are carried to BalanceSheet.

b. Internal Auditors:

During the year under review on the recommendation of the Audit Committee the Boardof Directors appointed M/s. P.P. Shah & Associates Chartered Accountants (FirmRegistration No. 109724W) as the Internal Auditors of the Company for the Financial Year2018-19 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 management is in the process of appointing the Internal Auditors for thefinancial year 2019-20.

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 2018-19 as required under Section 204 of the Companies Act 2013 and Rulesthereunder.

The secretarial audit report for the Financial Year 2018-19 is enclosed herewith asAnnexure II to the Board's Report. There were no qualifications reservation adverseremarks or disclaimer given by the Secretarial Auditor except;

there was a delay in filing of FORM ODI (Overseas Direct Investment) andintimation of share certificate/ evidence of investments to authorized dealers bankswithin due dates during the F.Y.2017-18 and the same is yet to be taken on record by theReserve Bank of India during the period under review. - The management has to statesame was inadvertent& due to over sight and Company filed Form ODI to be taken onrecord by the Reserve Bank of India.

the Company has not filed CHG-1 for creation of charge on asset of Company.- The management has to state that only in case of a vehicle charge was not created due tounavailability of few documents.

the Company has failed to comply with Regulation 30 to be read with ScheduleIII Part A(a)(4)(h)(in) of the Securities and Exchange Board of India (Listed Obligationsand Disclosure Requirements) Regulations 2015 w.r.t. filing of Audited FinancialsStatements of the Company with the BSE Limited for the year ended 31st March2018 within 30 minutes of the closure of the Board Meetings held on 30th May2018.- The management has to state due to technical snags in computer filing wasdelayed for few minutes.

The Management has to state that the same was inadvertent and due to oversight and theCompany is in process/intimating the same.

The Board has appointed Mr. Dharmesh Zaveri of D. M. Zaveri & Co. PracticingCompany Secretary Mumbai as secretarial auditor of the Company for the Financial Year2019-20.

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 hadapproved appointment of Mr. Prasad Krishna Sawant Cost Accountant (Firm RegistrationNumber: 100725) as a Cost Auditor of the Company for the Financial Year 2018- 19 toconduct the Cost Audit of the Company for remuneration of Rs. 60000/- plus applicabletaxes and actual out of pocket expenses incurred in relation to performance of the duties.However the Cost Auditor has tendered his resignation w.e.f. 30th May 2019 andtherefore on the recommendation of the Audit Committee the Board of Directors in theirmeeting held on 30th May 2019 appointed M/s Ketki D. Visariya & Co. CostAccountants (Firm Registration No. 000362) for the financial year 2018-19 at aremuneration of Rs. 65000/- plus applicable taxes and out of pocket expenses. Thenecessary resolution for ratification of remuneration payable to the Cost Auditor isincluded in the Notice of 36th Annual General Meeting for seeking approval ofshareholders.

Further the Board has appointed M/s Ketki D. Visariya & Co. Cost Accountants(Firm Registration No. 000362) as Cost Auditor of the Company for the Financial Year2019- 20 at a remuneration of Rs.65000/- plus applicable taxes and out of pocketexpenses. The necessary resolution for ratification of remuneration payable to the CostAuditor is included in the Notice of 36th Annual General Meeting for seekingapproval of shareholders.

Cost Record:

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 pre-approved by the Audit Committee and on an arm's length basis not materialand in the ordinary course of business. Hence not under purview of Section 188 of the Actand the rules made there under. Therefore the Company was not required to disclose theparticulars of transactions in form AOC-2.

A policy governing the related party transactions as approved by the Board may beaccessed on the Company's website viz. http://satraproperties.in/pdf/policies/related-party-transaction-policy.pdf

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 these financialstatements relate and the date of this Report except the following;

The Board in their meeting held on 10th August 2019 notedcancellation/withdrawal of the purported sale of 49% stake in Satra Property DevelopersPrivate Limited as the said transaction was under dispute and no consideration was paid bythe buyer M/s. MJ Shah Infra LLP (now known as Homesphere Lifestyle LLP). Accordingly as aresult the Satra Property Developers Private Limited shall continue to be wholly ownedsubsidiary of the Company.

Further on 3rd April 2019 a complete settlement of all the liabilities ofSatra Properties (India) Limited to the MJ Shah Group which includes Mr. Mayank J Shah andMrs. Shruti Shah (the holders of all the NCDs) has been arrived. In view of saidsettlement the entire liability of the Company towards redemption of all the 4330 NCDspayable in various tranches starting from 2nd April 2019 and ending on 2ndDecember 2019 along with interest has stood extinguished.

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 minimize 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 constructiontechnology 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 Aluminum 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 Company has not imported technology during the last three years.

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:

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. Audit Committee:

The Audit Committee of the Company consists of the following Directors as on the dateof this Report:

Name Resignation Category
Mr. Kamlesh B. Limbachiya (DIN: 07256660) Chairman Non-Executive Independent
Mrs. Sheetal D. Ghatalia (DIN: 07136658) Member Non-Executive Independent
Mr. Praful N. Satra (DIN: 00053900) Member Executive

All the recommendations of the Audit Committee were accepted by the Board of Directors.Brief description of terms of reference and other relevant details of the Audit Committeehave been furnished in the Report on Corporate Governance.

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of the followingDirectors as on the date of this Report:

Name Designation Category
Mr. Vishal R. Karia (DIN:03473857) Chairman Non-Executive Independent
Mrs. Sheetal D. Ghatalia (DIN: 07136658) Member Non-Executive Independent
Mr. Kamlesh B. Limbachiya (DIN: 07256660) Member Non-Executive Independent

Brief description of terms of reference and other relevant details of the Nominationand Remuneration Committee have been furnished in the Report on Corporate Governance.

iii. Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee of the Company comprises of the followingDirectors as on the date of this Report:

Name Designation Category
Mr. Vishal R. Karia (DIN:03473857) Chairman Non-Executive Independent
Mrs. Sheetal D. Ghatalia (DIN: 07136658) Member Non-Executive Independent
Mr. Kamlesh B. Limbachiya (DIN: 07256660) Member Non-Executive Independent

Brief description of terms of reference and other relevant details of the Stakeholders'Relationship Committee have been furnished in the Report on Corporate Governance.

iv. 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.

The Composition of this Committee as on 31st March 2019 was as under:

Name Designation Category
Mr. Praful N. Satra (DIN: 00053900) Chairman Executive
Mr. Vishal R. Karia (DIN:03473857) Member Non-Executive Independent

 

Name Designation Category
Mr. Kamlesh B. Limbachiya (DIN: 07256660) Member Non-Executive Independent

The CSR Policy of the Company is provided on the Company's website viz.http://satraproperties.in/ pdf/policies/Coporate-Social-Responsibility-Policy. pdf.

Pursuant to Section 135 of the Companies Act 2013 read with relevant rules framedthereunder the Company was not required to undertake any CSR activities for the financialyear 2018-19. The annual report on our CSR activities is enclosed herewith as Annexure IIIto the Board's report.

16. ANNUAL PERFORMANCE EVALUATION OF BOARD IT'SCOMMITTEES 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 each Director about their views on the performance of theBoard covering various criteria such as degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with stakeholders. Feedback was also taken from every directoron his assessment of the performance 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 summarizing the inputs received from the Directorsas regards Board performance as a whole and of the Chairman. The performance of thenon-independent non-executive directors and Board as whole 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 Nomination RemunerationCommittee with the Chairman of the Board. It was also presented to the Board and a planfor 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. BOARD FAMILIARIZATION PROGRAM:

At the time of appointment of Independent Director through the induction processhe/she is familiarized with the Company the Director's roles rights responsibilities inthe Company nature of the industry in which the Company operates business model of theCompany etc. Detailed presentations are made before the Board Members at the Board andits Committee Meetings covering various areas including business strategy financialperformance and forecast compliances/regulatory updates audit reports risk assessmentand mitigation industry roles rights responsibilities of Independent Directors etc.The Familiarization Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. All Independent Directors attended the orientation and familiarizationprograms held during the financial year 2018-19.

The details of training and familiarization programs are available on our website athttp://satraproper- ties.in/pdf/policies/familiarisation-programme-for-in- dependentdirectors.pdf

18. THE CHANGE IN THE NATURE OF BUSINESS:

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

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

As on the date of this Report your Company has 5 (Five) Directors consisting of 3(Three) Independent Directors 1 (One) Executive Directors and 1 (One) Non-ExecutiveDirectors.

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:

In pursuance of the provisions of Section 152(6) of the Companies Act 2013("Act") and Articles of Association of the Company Mrs. Rubina Kalyani (DIN:8197171) retires at the ensuing Annual General Meeting and being eligible seeksre-appointment. The Board of Directors recommends her re-appointment to the Members of 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. Manish R Jakhmolawas appointed as a Chief Financial Officer and Whole Time Key Managerial Personnel of theCompany w.e.f. 5th July 2018 after the resignation of Mr. Sharad G. Kathawatew.e.f. 6th January 2018.

Further Mrs. Rubina Kalyani (DIN: 8197171) who was appointed as Additional Director ofyour Company w.e.f. 13th August 2018 by the Board of Directors in accordancewith necessary provisions of the Companies Act 2013 was confirmed as a Director of theCompany in the 35th Annual General Meeting held on 28th September2018.

Further after the closure of the Financial Year Mr. Manan Y. Udani Company Secretaryof the Company tendered his resignation w.e.f 29th June 2019 due to preoccupation. The Board places on record its appreciation for the services rendered by himduring his tenure with the Company.

Mr. Vishal Karia (DIN: 03473857) was appointed as Non-Executive Independent Directoron the Board under the Act w.e.f. 31st March 2015 for a period of five yearsi.e. upto to 30th March 2020. In terms of Section 149 and other applicableprovisions of the Act Mr. Vishal Karia (DIN: 03473857) being eligible offering himselffor re-appointment and are proposed to be re-appointed as Independent Director on therecommendation of the Nomination & Remuneration Committee for a second term of 5(five) consecutive years commencing from 31st March 2020 upto 30thMarch 2025 subject to the approval of the shareholders by passing Special Resolution.

Mrs. Sheetal Ghatalia (DIN: 07136658) was appointed as Non-Executive IndependentDirector on the Board under the Act w.e.f. 25th March 2015 for a period of fiveyears i.e. upto to 24th March 2020. In terms of Section 149 and otherapplicable provisions of the Act Mrs. Sheetal Ghatalia (DIN: 07136658) being eligibleoffering herself for re-appointment and are proposed to be re-appointed as IndependentDirector on the recommendation of the Nomination & Remuneration Committee for asecond term of 5 (five) consecutive years commencing from 25th March 2020 upto24th March 2025 subject to the approval of the shareholders by passing SpecialResolution.

Mr. Kamlesh Limabchiya (DIN: 07256660) was appointed as Non-Executive IndependentDirector on the Board under the Act w.e.f. 12th August 2015 for a period offive years i.e. upto to 11th August 2020. In terms of Section 149 and otherapplicable provisions of the Act Mr. Kamlesh Limabchiya (DIN: 07256660) being eligibleoffering himself for re-appointment and are proposed to be re-appointed as IndependentDirector on the recommendation of the Nomination & Remuneration Committee for asecond term of 5 (five) consecutive years commencing from 12th August 2020 upto11th August 2025 subject to the approval of the shareholders by passing SpecialResolution.

Further at the time of the appointment of an Independent Director the Company issuesa formal letter of appointment outlining his role function duties and responsibilities.The format of the letter of appointment is available on our website at http:// satraproperties.in/pdf/policies/letter-of-appoint- ment-to%20independent-directors.pdf

Brief resume and other details of the Director proposed to be appointed andre-appointed as stipulated under SEBI (LODR) Regulations 2015 and SecretarialStandard-2 has been furnished separately in the Notice convening the AGM read with theAnnexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors and Committees andattendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as Key Managerial Personnel (KMP) as on the date ofthis report:

• Mr. Praful Nanji Satra (DIN: 00053900) Chairman and Managing Director

• Mr. Manish Rameshchandra Jakhmola Chief Financial Officer

The details of training and familiarization programme for Directors have been providedon the website of your Company viz. http://satraproperties.in/pdf/policies/familiarisation-programme-for-independent-directors.pdf

20. SUBSIDIARIES:

Your Company has 4 Subsidiaries as on 31st March 2019 detailed below:

a. Satra Property Developers Private Limited Carari Impex Private Limited (formerlyknown as Satra Infrastructure and Land Developers Private Limited) and Satra InternationalRealtors Limited are the Wholly owned subsidiaries of your Company.

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

c. Satra Estate Development Private Limited and Satra Lifestyles Private Limited ceasedto be wholly owned Subsidiary w.e.f 1st October 2018. Further Satra Realty andBuilders Limited ceased to be a step down subsidiary of your Company w.e.f. 9thApril 2018 and C. Bhansali Developers Private Limited ceased to be associates w.e.f 6thFebruary 2019.

Apart from the above no company has become/ceased to be a subsidiary joint venture orassociate of your Company as on 31st March 2019.

Further after the closure of the Financial Year 2018-19 Satra Buildcon Private Limitedceased to be Subsidiary of your Company w.e.f 8th August 2019.

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.

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.

21. DEPOSITS:

During the year under review your Company has not accepted any Public Deposits underChapter V of the Companies Act 2013.

22. SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (NCD) (UNLISTED):

Pursuant to the settlement approval of debenture holders dates of redemption ofbalance 4330 Nos. of Secured Redeemable Non-Convertible Debentures ("NCDs") ofRs. 1 Lakh 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 and the rateof Interest was also revised @ 9% p.a to be compounded every 9 completed calendar monthfrom the date of subscription on the aforesaid NCDs.

Further on 3rd April 2019 a complete settlement of all the liabilities ofSatra Properties (India) Limited to the MJ Shah Group which includes Mr. Mayank J Shah andMrs. Shruti Shah (the holders of all the NCDs) has been arrived. In view of saidsettlement the entire liability of the Company towards redemption of all the 4330 NCDspayable in various tranches starting from 2nd April 2019 and ending on 2ndDecember 2019 along with interest has stood extinguished.

23. 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 IV 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 V to the Board's Report.

24. SHARE CAPITAL & LISTING OF SECURITIES:

During the financial year under review the Company has not issued:

• any equity shares with differential rights as to dividend voting or otherwise;

• any equity shares (including sweat equity shares) to employees of the Companyunder any scheme;

• any sweat equity shares.

The Company's equity shares are listed on BSE Ltd. (BSE). The stock code of the Companyat BSE is 508996.

25. 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.

26. 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 for the Financial Year 2018-19.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION ANDREDRESSAL) ACT 2013:

Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has complied with the applicableprovisions of the aforesaid Act. The Company has formulated an Internal ComplaintsCommittee on prevention prohibition and redressal of sexual harassment at Workplace inline with the provisions of the Sexual Harrasment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Policy is gender neutral. We are pleased toinform you that no complaints pertaining to sexual harassment were received during theFinancial Year 2018-19.

28. 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.

However there are few litigations pending by or against the Company.

29. INTERNAL FINANCIAL CONTROLS WITH REFERNCE 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.

30. SECRETARIAL STANDARDS:

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

31. OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no events/instances/transactions occurred on these itemsduring the year under review:

a) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged underSection 67(3)(c) of the Act); and

b) Details in respect of frauds reported by the Auditors under Section 143(12) otherthan those which are reportable to the Central Government as there were no such fraudsreported by the Auditors.

32. 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
Sd/-
Praful N. Satra
Chairman and Managing Director
DIN 53900
Mumbai 14th August 2019