Notes to Accounts of Sat Industries Ltd.

Mar 31, 2018

1. COMPANY INFORMATION

Sat Industries Limited (SIL ) was incorporated on 23-11-1984 and having its registered office at Mumbai, Maharashtra. SIL is engaged in the business of international trading, investment and finance, leasing of assets, manufacturing of flexible packaging, education etc. through it own or through subsidiary and associate companies.

12.03 : The Company has only one class of shares referred to as the equity shares having face value of Rs. 2/- each . Each holder of equity share is entitled to one vote per share. The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by the Shareholders at the Annual General Meting.

12.04 : There are no calls unpaid on equity shares.

12.05 : No Equity shares have been forfeited.

12.06 : Shares Reserved for issue under options :

The Company has reserved NIL ( 2017- 1,00,00,000 , 2016- 1,21,00,000 ) equity shares of Rs. 2/- each to be allotted to the holders of the share warrants on the exercise of the option attached to share warrants within 18 months from the date of allotment of share warrants.

12.07 : The Company has not allotted any shares pursuant to contract without payment being received in cash.

(a) Term loan from Yes Bank is secured against hypothecation of Car no. MH01 DB 1251. The loan is repayable in 60 equated monthly instalments of Rs.1,12,822/- each commencing from 09.03.2018 and the last instalment is repayable on 02.03.2023 There is no continuing default in the repayment of instalment and interest thereon. Rate of interest as on 31.03.2018 is 8.10% per annum.

(b) Term loan from Kotak Mahindra Prime Limited is secured against hypothecation of Car no. MH01 CT 6227. The loan is repayable in 60 equal monthly instalments of Rs. 22,941/- each commencing from 16.12.2017 and the last instalment is repayable on 01.11.2022 . There is no continuing default in the repayment of instalment and interest thereon. Rate of interest as on 31.03.2018 is 8.35% per annum.

Note 2 : Contingent liabilities and commitments :

(a) There are no contingent liabilities.

(b) Commitments

- Estimated amount of contracts remaining to be executed on capital accounts and not provided for Rs. 45.75 lakhs (2017 - Rs. Nil, 2016- Rs. NIL.)

Note 3 : Financial Instruments and Related Disclosures

1. Capital Management

The Company''s financial strategy aims to support its strategic priorities and provide adequate capital to its businesses for growth and creation of sustainable stakeholder value. The Company funds its operations through internal accruals, borrowings etc. The Company aims at maintaining a strong capital base largely towards supporting the future growth of its businesses as a going concern. During the year, the Company issued 1,00,00,000 equity shares of Rs. 2.00 each amounting to Rs. 200.00 Lakhs (2017 - Rs. 842.00 lakhs) on conversion of share warrants. The securities premium stood at Rs. 6,104.93 lakhs as at 31st March, 2018 (2017 - Rs. 4,954.93 lakhs)

2. Categories of financial Instruments and fair value :

Carrying amounts and fair value of financial assets and financial liabilities , including their levels in the fair value hierarchy, are presented below. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Level 1. Quoted price (unadjusted )in active market for identities assets or liabilities.

Level 2 : Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly(i.e. price s) or indirectly (i.e. derived from prices)

Level 3: Inputs for the asset or liability that are not based on observable market data(unobservable inputs).

3 : FINANCIAL RISK MANAGEMENT

The Company has a system-based approach to risk management, anchored to policies and procedures and internal financial controls aimed at ensuring early identification, evaluation and management of key financial risks (such as market risk, credit risk and liquidity risk) that may arise as a consequence of its business operations as well as its investing and financing activities. Accordingly, the Company''s risk management framework has the objective of ensuring that such risks are managed within acceptable and approved risk parameters in a disciplined and consistent manner and in compliance with applicable regulation. It also seeks to drive accountability in this regard.

The activities of the Company exposes it to a number of financial risks namely market risk, credit risk and liquidity risk. The Company seeks to minimize the potential impact of unpredictability of the financial markets on its financial performance. The Company does regularly monitor ,analyze and manage the risks faced by the Company and to set and monitor appropriate risk limits and controls for mitigation of the risks.

A. MANAGEMENT OF MARKET RISK:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency rate risk. Financial instruments affected by market risk includes borrowings and investments instruments. The Company is exposed to a variety of market risks, including currency and interest rate risks.

(i) Management of interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any exposure to interest rate risks since its borrowings and investments are all in fixed rate instruments. Investments are largely in subsidiaries and associates and are on long term basis.

(ii) Management of price risk:

The Company invests its surplus funds in deposits with banks on short term tenors on fixed interest rate and the same is not exposed to any price risk. This risk is mitigated by the Company by investing the funds in various tenors depending on the liquidity needs of the Company.

(iii) Management of currency risk:

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has no foreign currency transactions and is, therefore, not exposed to foreign exchange risk.

The Company is not an active investor in equity markets; it continues to hold certain investments in equity for long term value accretion which are accordingly measured at fair value through Other Comprehensive Income. The value of investments in such equity instruments as at 31st March, 2018 is Rs.678.78 lakhs( 2017 - Rs. 34.63 lakhs; 2016 - Rs. 34.63 Lakhs). Accordingly, fair value fluctuations arising from market volatility is recognised in Other Comprehensive Income.

As the Company is virtually debt-free and its deferred payment liabilities do not carry interest, the exposure to interest rate risk from the perspective of Financial Liabilities is negligible. The investment is guided by tenets of liquidity , safety and returns. This ensures that investments are only made within acceptable risk parameters after due evaluation.

Fixed deposits are held with highly rated banks and have a short tenure and are not subject to interest rate volatility.

B. MANAGEMENT OF CREDIT RISK:

Credit risk refers to the risk of default on its obligations by a counterparty to the Company resulting in a financial loss to the Company. The Company is exposed to credit risk from its operating activities (trade receivables) and from its financing activities including investments in deposits with banks.

Credit risk from trade receivables is managed through the Company''s policies, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring creditworthiness of the customers to which the Company extends credit in the normal course of business. Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed.

The Company''s customer base is large enough and does not have risk of credit concentration. Further, credit is extended in business interest.

C. MANAGEMENT OF LIQUIDITY RISK:

Liquidity risk is the risk that the Company may not be able to meet its present and future cash obligations without incurring unacceptable losses. The Company''s objective is to maintain at all times, optimum levels of liquidity to meet its obligations. The Company closely monitors its liquidity position and has a robust cash management system. The Company maintains adequate sources of financing including debt and overdraft from domestic and international banks and financial markets at optimized cost.

The Company''s Current assets aggregate to Rs. 5,984.86 lakhs (2017 - Rs. 5,558.25 lakhs; 2016 - Rs. 3,959.09 Lakhs) including Cash and cash equivalents and Other bank balances of Rs. 513.18 lakhs (2017 - Rs.1,442.58 lakhs; 2016

- Rs. 344.61 Lakhs) against an aggregate Current liability of Rs. 1,325.48 Lakhs (2017 - Rs.2,233.59 Lakhs; 2016 -Rs. 5,200.73 Lakhs); Non-current liabilities due between one year to three years amounting to Rs. 53.90 lakhs (2017 - NIL; 2016 - NIL) and Non-current liability due after three years amounting to Rs. NIL (2017 - NIL; 2016

- NIL) on the reporting date. Further, while the Company''s total equity stands at Rs. 9,025.43 Lakhs (2017 -Rs. 7,563.89 Lakhs ; 2016 - Rs. 1,175.02 Lakhs), it has borrowings of Rs. 343.09 lakhs (2017 - Rs.47.79 lakhs; 2016

- Rs. 1,514.93 Lakhs). In such circumstances, liquidity risk or the risk that the Company may not be able to settle or meet its obligations as they become due does not exist.

Note 4

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

During the year, the Company has not accounted for tax credits in respect of Minimum Alternative Tax (MAT credit) of Rs.105.12 lakhs (March31,2017 Rs. 43 lakhs , April 1,2016 Rs. NIL). The Company is reasonably not certain availing the said MAT Credit in future years against the normal tax expected to be paid in those years and accordingly has not recognised a deferred tax asset for the same

Note 5

(i) First-time Adoption of Ind AS (i) Ind AS 101 (First-time Adoption of Indian Accounting Standards) provides a suitable starting point for accounting in accordance with Ind AS and is required to be mandatorily followed by first-time adopters. The Company has prepared the opening Balance Sheet as per Ind AS as of 1st April, 2016 (the transition date) by:

a. recognising all assets and liabilities whose recognition is required by Ind AS,

b. not recognising items of assets or liabilities which are not permitted by Ind AS,

c. reclassifying items from previous Generally Accepted Accounting Principles (GAAP) to Ind AS as required under Ind AS, and

d. applying Ind AS in measurement of recognised assets and liabilities.

(ii) Transition to Ind AS Reconciliations:

The following are reconciliations from previous GAAP to Ind AS in accordance with Ind AS 101

I. Reconciliation of Total Equity as at March 31, 2017 and April 1, 2016

II. Reconciliation of Total Comprehensive income for the year ended March 31, 2017

III. Adjustments to Statement of Cash Flows for the year ended March 31, 2017

I. Reconciliation of Total Equity as at March 31, 2017 and April 1, 2016

III. Adjustments to Statement of Cash Flows for the year ended March 31, 2017

There is no differences between the Statement of Cash Flows presented under Ind AS and previous GAAP

(iii) a. Property, plant and equipment and intangible assets were carried in the Balance Sheet prepared in accordance with previous GAAP on 31st March, 2016. Under Ind AS, the Company has elected to regard such carrying values as deemed cost at the date of transition.

b. under the previous GAAP, investment in subsidiary was stated at cost and provisions made to recognise the decline ,other than temporary. Under Ind AS , the Company has considered their previous GAAP carrying amount as their deem cost.

(iv) In addition to the above, the principal adjustments made by the Company in restating its previous GAAP financial statements, including the Balance Sheet as at 1st April, 2016 and the financial statements as at and for the year ended 31st March, 2017 are detailed below:

a. Under previous GAAP, non-current investments were stated at cost. Where applicable, provision was made to recognise a decline, other than temporary, in valuation of such investments. Under Ind AS, equity instruments [other than investment in subsidiaries, joint ventures and associates] have been classified as Fair Value through Other Comprehensive Income (FVTOCI) through an irrevocable election at the date of transition.

b Under previous GAAP, current investments were stated at lower of cost and fair value. Under Ind AS, these financial assets have been classified as Fair Value through Profit or Loss (FVTPL) on the date of transition and fair value changes after the date of transition has been recognised in profit or loss.

Note 6 EMPLOYEE BENEFITS

a) DEFINED BENEFIT PLAN

Gratuity:

The Company participates in the Employees'' Group Gratuity-Scheme of Life Insurance Corporation Limited, a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on death or on separation / termination in terms of the provisions of the Payment of Gratuity (Amendment) Act, 1997, or as per the Company''s scheme whichever is more beneficial to the employees.

b) Amounts Recognised as Expense:

i) Defined Benefit Plan

Gratuity cost amounting to Rs. 1,68,839/- (previous year Rs. 6,826 ) has been included in Note 23. under Contribution to Provident and Other Funds.

Note 7

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at 31st March, 2018. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 8

Balances of banks, sundry debtors and trade payables , current liabilities etc. as on 31.03.2018 are subject to confirmation and reconciliation.

Note 9

In the opinion of the Management ,there is no impairment of assets in accordance with the Ind AS -36 as on the Balance Sheet date.

Note 10

There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

Note 11

The financial statements were authorised for issue by the Board of Directors on May 25, 2018.

Note 12

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs and decimal thereof as per the requirements of Schedule III, unless otherwise stated.

Note 13

Previous GAAP figures have been reclassified/regrouped wherever necessary to conform with Financial Statements prepared under Ind AS.

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Mar 31, 2016

Note 1

The advance to another related party i.e.Italica Furniture Private Limited of Rs.69.65 lacs ( p.y. is given against supply of machine & moulds Rs. 98.65 lacs & 15% interest rate is charged on the advance given). In the opinion of management, the same is good of recovery and given out of business prudency on arms length principles.

The outstanding balances of Debtors, Creditors, Loans and advances either debit or credit are subject to confirmation by the parties.

NOTE 2

As per the opinion of the Management, the creditors outstanding in the balance sheet to whom the Company owes dues on account of principal amount together with interest do not fall in the category of Micro, Small & Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006, and accordingly no additional disclosures have been made by the management. In the absence of confirmation from the creditors and based on the management explanation as above the facts are relied upon by us.

In the opinion of the management and to the best of their knowledge and belief the value on realization of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

NOTE 3 : Related Party Transactions

Disclosure of the relationship and transactions in accordance with Accounting Standard 18- Related Party Disclosures issued by the Institute of Chartered Accountants of India :

NOTE 4 : SEGMENT INFORMATION

The Company is principally engaged in the business of trading in India There is only one segment in which the Company is currently operating and therefore disclosure as per AS 17 segment reporting is not applicable to the Company. The territorial disclosure required for segment reporting are also not applicable since there are no export sales during the year.

NOTE 5

During the previous year the Company has closed its operation of foreign branch and there will be no further activities carried out in the future as per the management.

NOTE 6

The balance sheet of the Company has been prepared as per Schedule III of the Companies Act, 2013. The figures of previous period have been regrouped/ rearranged and / or recast wherever found necessary.

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Mar 31, 2015

NOTE 1

The outstanding balances of Debtors, Creditors, Loans and advances either debit or credit are subject to confirmation by the parties.

NOTE 2

As per the opinion of the Management, the creditors outstanding in the balance sheet to whom the Company owes dues on account of principal amount together with interest do not fall in the category of Micro, Small & Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006, and accordingly no additional disclosures have been made by the management. In the absence of confirmation from the creditors and based on the management explanation as above the facts are relied upon by us.

NOTE 3

In the opinion of the management and to the best of their knowledge and belief the value on realisation of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

NOTE 4 :

Related Party Transactions

Disclosure of the relationship and transactions in accordance with Accounting Standard 18- Related Party Disclosures issued by the Institute of Chartered Accountants of India :

NOTE 5 :

SEGMENT INFORMATION

The Company is principally engaged in the business of international trading in UAE and there are negligible operations in India and therefore disclosure as per AS 17 segment reporting is not applicable to the company.

NOTE 6

The Company's foreign branch situated at U.A.E. is audited by the local auditor for the financial year ended on 31st March, 2015.

NOTE 7

As on 31.03.2015, the Company has closed its operation of foreign branch and there will be no further activities carried out in the future as per the management.

NOTE 8

The balance sheet of the Company has been prepared as per Schedule III of the Companies Act, 2013. The figures of previous period have been regrouped/ rearranged and / or recast wherever found necessary.

NOTE 9

Disclosure relating to amount outstanding at year end and Maximum outstanding during the year of Loans and Advances, in nature of loan, required as per Clause 32 of the Listing Agreement, are given below:

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Mar 31, 2014

NOTE : 1

The Company has allotted 3300000 warrants on 13-11-2010 to M/s Sat Invest Pvt. Ltd. convertible into equity share of Rs.2/- each at a premium of Rs.39/- each within 18 months from the date of allotment. The Company has received Rs.3,38,25,000/- being 25% of the amount of share warrants within the stipulated time and same is shown in shareholders fund after the capital of the Company.During the month of May 2012, the share warrant money has been forfeited since the company did not receive the balance money within the stipulated time period. This amount was transferred to Capital Reserve under the heading "Reserves and Surplus".

NOTE 1.1:

The above loans taken are interest free and repayable on demand basis and subject to confrmation

Note 1.2 Even though no yield is received from these subsidiary/Associate companies, the provision for erosion in value i any, of these investments are not made since in the opinion of management, these are long term and does no require provisioning.

Note 1.3 Sat E-Com Ltd. is no longer a subsidiary company because the investments held in it of 311,480 equity share have been sold in June, 2013 at Rs. 20 per share.

NOTE 1.4

The total outstanding of sundry debtors as on year end is Rs. 22,229,993/- (P.Y. Rs. 38,162,623) out of which substantial amount of debtors of Rs. 18,618,075/-(P.Y. Rs. 34,550,705) (foreign currency AED 1,144,664/- (P.Y AED 2,335,375/-) is outstanding from its foreign branch for which confrmations are awaited.

Also we are unable to comment on the outstanding for a period less than six months since these are pertaining to the branch and we have relied upon the management.

NOTE 1.5

Out of the above balances, Rs. 35,344/- (AED 2,173) [(P.Y. Rs. 3181) (P.Y. AED 215)] is pertaining to the foreign branch and has been relied upon by us as per the verifcation of the local foreign auditor.

NOTE 2

a. The outstanding balances of Debtors, Creditors, Loans and advances either debit or credit are subject to confrmation by the parties.

b. The balance sheet has been prepared as per Revised Schedule VI. Hence the fgures have been regrouped, reclassifed and rearranged where ever necessary.

NOTE 3

As per the opinion of the Management, the creditors outstanding in the balance sheet except creditors for foreign branch to whom the Company owes dues on account of principal amount together with interest do not fall in the category of Micro, Small & Medium Enterprises as defned in the Micro, Small, Medium Enterprises Development Act, 2006, and accordingly no additional disclosures have been made by the management. In the absence of confrmation from the creditors and based on the management explanation as above the facts are relied upon by us.

No comments are offered on the creditors outstanding in the balance sheet of foreign branch of the company as the audit of foreign branch is done by local auditors.

NOTE 4

In the opinion of the management and to the best of their knowledge and belief the value on realisation of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

NOTE 5 : SEGMENT INFORMATION

The Company is principally engaged in the business of international trading in UAE and there are negligible operations in India and therefore disclosure as per AS 17 segment reporting is not applicable to the company.

NOTE 6

The Company''s foreign branch situated at U.A.E. is audited by the local auditor for the fnancial year ended on 31st March, 2014.

NOTE 7

The company has not appointed whole-time company secretary as required by the provisions of section 383A of the Companies Act, 1956. The company may face penalty for contravention of the section. However, to appoint a Company Secretary, Company is continuously making efforts and looking for right person but the effort has not been materialized.

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Mar 31, 2013

NOTE 1

As per the opinion of the Management, the creditors outstanding in the balance sheet except creditors for foreign branch to whom the Company owes dues on account of principal amount together with interest do not fall in the category of Micro, Small & Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006, and accordingly no additional disclosures have been made by the management. In the absence of confirmation from the creditors and based on the management explanation as above the facts are relied upon by us.

No comments are offered on the creditors outstanding in the balance sheet of foreign branch of the company as the audit of foreign branch is done by local auditors.

NOTE 2

In the opinion of the management and to the best of their knowledge and belief the value on realisation of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

NOTE 3 : Related Party Transactions

Disclosure of the relationship and transactions in accordance with Accounting Standard 18- Related Party Disclosures issued by the Institute of Chartered Accountants of India :

NOTE 4 : SEGMENT INFORMATION

The Company is principally engaged in the business of international trading in UAE and there are negligible operations in India and therefore disclosure as per AS 17 segment reporting is not applicable to the company.

NOTE 5

The Company''s foreign branch situated at U.A.E. is audited by the local auditor for the financial year ended on 31st March, 2013.

NOTE 6

The company has not appointed whole-time company secretary as required by the provisions of section 383A of the Companies Act, 1956. The company may face penalty for contravention of the section. However, to appoint a Company Secretary, Company is continuously making efforts and looking for right person but the effort has not been materialized

NOTE 7:

Information pursuant to Para 5(ii) and Para 5(iii) of the General Information to Statement of Profit & Loss:

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Mar 31, 2012

NOTE 1

a. The outstanding balances of Debtors, Creditors, Loans and advances either debit or credit are subject to confirmation by the parties.

b. The balance sheet has been prepared as per Revised Schedule VI. Hence the fgures have been regrouped, reclassified and rearranged where ever necessary.

NOTE 2

As per the opinion of the Management, the creditors outstanding in the balance sheet except creditors for foreign branch to whom the Company owes dues on account of principal amount together with interest do not fall in the category of Micro, Small & Medium Enterprises as defned in the Micro, Small, Medium Enterprises Development Act, 2006, and accordingly no additional disclosures have been made by the management. In the absence of confirmation from the creditors and based on the management explanation as above the facts are relied upon by us.

No comments are offered on the creditors outstanding in the balance sheet of foreign branch of the company as the audit of foreign branch is done by local auditors.

NOTE 3

In the opinion of the management and to the best of their knowledge and belief the value on realisation of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

NOTE 4 : SEGMENT INFORMATION

The Company is principally engaged in the business of international trading in UAE and there are negligible operations in India and therefore disclosure as per AS 17 segment reporting is not applicable to the company.

NOTE 5

The Company's foreign branch situated at U.A.E. is audited by the local auditor for the financial year ended on 31st March, 2012.

NOTE 6

The company has not appointed whole-time company secretary as required by the provisions of section 383A of the Companies Act, 1956. The company may face penalty for contravention of the section. However, to appoint a Company Secretary, Company is continuously making efforts and looking for right person but the effort has not been materialized

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Mar 31, 2011

1) The total outstanding of sundry debtors as on year end is Rs. 38,006,086/- (P.Y. Rs. 31,134,510) out of which substantial amount of debtors of Rs. 34,394,168/-(RY. Rs. 26,674,842) (foreign currency AED 2,789,968 (P.Y Rs. 2,175,762) is outstanding from its foreign branch for which confirmations are awaited.

2) a) In the opinion of the management and to the best of their knowledge and belief the value on realisation of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

b) The outstanding balances of Debtors, Creditors, Loans and advances either debit or credit are subject to confirmation by the parties.

3) a) As per the opinion of the Management, the creditors outstanding in the balance sheet except creditors for foreign branch to whom the Company owes dues on account of principal amount together with interest do not fall in the category of Micro, Small & Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006, and accordingly no additional disclosures have been made by the management. In the absence of confirmation from the creditors and based on the management explanation as above the facts are relied upon by us.

b) No comments are offered on the creditors outstanding in the balance sheet of foreign branch of the company as the audit of foreign branch is done by local auditors.

4) Figures relating to previous year have been regrouped/ rearranged wherever necessary.

5) Since there is no commission payable to directors, the mode of computation of net profit as required U/S 198 & 349 of the Companies Act, 1956 is not given.

Even though no yield is received from these subsidiary/Associate companies, the provision for erosion in value if any, of these investments are not made since in the opinion of management, these are long term and do not require provisioning.

6) Additional information pursuant to paragraphs nos. 3 & 4 of part II of Schedule VI of the Companies Act, 1956 as certified by the management.

The quantity details as mentioned above are relating to UAE branch and therefore details are subject to verification and are relied upon as per the information provided by the management.

7) Disclosure of the relationship and transactions in accordance with Accounting Standard 18- Related Party Disclosures issued by the Institute of Chartered Accountants of India :

8) SEGMENT INFORMATION

The Company is principally engaged in the business of international trading in Dubai and there are negligible operations in India and therefore discloser as per AS 17 segment reporting is not applicable to the company.

9) During the year the Company has allotted 3300000 warrants on 13-11-2010 to M/s Sat Invest Pvt. Ltd. convertible into equity share of Rs.2/- each at a premium of Rs.39/- each within 18 months from the date of allotment. The Company has received Rs.3,38,25,000/- being 25% of the amount of share warrants within the stipulated time and same is shown in shareholders fund after the capital of the Company.

10) In the opinion of management, there is no impairment of fixed assets as prescribed in the accounting standard (AS-28) on impairment of assets.

11) The Company's foreign branch situated at U.A.E. is audited by the local auditor for the financial year ended on 31st March, 2011.

12) The company has not appointed whole-time company secretary as required by the provisions of section 383A of the Companies Act, 1956. The company may face penalty for contravention of the section. However, to appoint a Company Secretary, Company is continuously making efforts and looking for right person but the effort has not been materialized

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Mar 31, 2010

1) Contingent Liability: NIL

2) The Company has not appointed wholetime company secretary as required by the provisions of section 383A of the Companies Act, 1956. The company may face penalty for contravention of the section. However, to appoint a Company Secretary, The Company is continuously making efforts and looking for right person but the effort has not been materialised.

3) In the opinion of the management and to the best of their knowledge and belief the value on realisation of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

4) The outstanding balances of Debtors, Creditors, Loans and advances either debit or credit are subject to confirmation by the parties.

5) Previous years figures have been rearranged, regrouped to make them comparable.

6) Since there is no commission payable to directors, the mode of computation of net profit as required U/S 198 & 349 of the Companies Act, 1956 is not given.

7) Important note of Sat Middleeast Ltd., U.A.E.

a) Contingent Liabilities: At 31st December, 2009, the Company had contingent liabilities in respect of bank guarantees entered into the normal course of business from which it is anticipated that no material liabilities will arise. The Company has given guarantees amounting to AED 5000 (31st December 2008 - AED 5000) to third parties.

c) Commitments :

Capital Commitments: At 31 December 2009 there were no outstanding commitments (31 December 2008: AED Nil).

Purchase commitments: At 31 December 2009 the Company had no outstanding purchase commitments (31 December 2008: AED Nil).

8) a) The Companys position on consolidation for sundry debtors includes substantial trade and other receivables of INR757,096,782/- (foreign currency AED 61,753,408) (Previous Year INR 705,600,798/- AED 51177962) from various other countries including the country in which its subsidiary operates (UAE) and outstanding period is not verifiable, however considered good for recovery and no provision is called for on account of doubtful or bad debts.

b) Likewise, loans and advances in consolidation of INR 134,401,084/- (foreign currency AED10,962,568) (Previous Year INR 230,903,462/- AED 16,747,669) mainly consist from its subsidiary at UAE and consist of amount advanced to business associates which are expected to be collected within one year as per management but still not recovered and considered good for recovery with no provision called for doubtful or bad loans or advances.

9) As per the opinion of the Management, the creditors outstanding in the balance sheet except creditors for foreign branch and foreign subsidiaries are since previous year and as per the management there are no creditors which are Micro, Small & Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made by the management. In the absence of confirmation from the creditors and based on the management explanation as above the facts are relied upon by the auditors.

a) No comments are offered on the creditors outstanding in the balance sheet of foreign branch and foreign subsidiaries of the company as the audit of foreign branch and foreign subsidiaries is done by local auditors. We have relied upon the audit report and notes to accounts of their respective auditors.

b) No comments are offered on the creditors outstanding in the balance sheet of foreign branch and foreign subsidiaries of the company as the audit of foreign branch and foreign subsidiaries is done by local auditors. We have relied upon the audit report and notes to accounts of their respective auditors.

10) Interest in Joint Venture Company / Jointly controlled operations as per Accounting Standard 27 is as below:

i) The Company is holding 1,95,37,500 ( face value Rs 2 per share) ( Previous Year 27,54,930 face value RslO per share) equity shares [41.29% equity as on 31.03.10 (Previous Year 57.90%)] in the Joint Venture Company M/s. Sah Polymers Limited which is in to manufacturing and trading activity.

11) The quantity details of inventory for foreign branch of the Company are subject to verification and relied upon as per the information provided by the management.

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Mar 31, 2009

1) Contingent Liability: The assessment of the holding company for the Assessment Year 2003-04 were completed under scrutiny under section 143(3) of Income Tax Act and a demand of Rs.46,32,716/- were raised by the Income Tax department on disallowance of exemption U/S 10A of the Income Tax Act. On appeal by the Company, the CIT(A) has given the order in favour of the Company. However Income Tax department is in further appeal to ITAT, Mumbai, therefore the Company is contingently liable to that extent.

2) The Company has not appointed wholetime company secretary as required by the provisions of section 383A of the Companies Act, 1956. The company may face penalty for contravention of the section. However, to appoint a Company Secretary, The Company is continuously making efforts and looking for right person but the effort has not been materialised.

3) In the opinion of the management and to the best of their knowledge and belief the value on realisation of loans, advances and other current assets in the ordinary course of the business shall not be less than the amount at which they are stated in Balance Sheet. Further provisions have been made for all known and accrued liabilities.

4) The outstanding balances of Debtors, Creditors, Loans and advances either debit or credit are subject to confirmation by the parties.

5) Previous years figures have been rearranged, regrouped to make them comparable.

6) Since there is no commission payable to directors, the mode of computation of net profit as required U/S 198 & 349 of the Companies Act ,1956 is not given.

7) Important note of Sat Middleeast Ltd., U.A.E.

a) The share capital of the company was increased from AED 6,100,000 to AED 9,452,000 during the year 2008. The necessary amendment to the Memorandum and Articles of Association of the Company has been made subsequent to the balance sheet date on 21st February, 2009.

b) Contingent Liabilities: At 31st December, 2008, the Company had contingent liabilities in respect of bank guarantees entered into the normal course of business from which it is anticipated that no material liabilities will arise. The Company has given guarantees amounting to AED 5000 (31st December 2007 - AED- 5000) to third parties.

c) Commitments „

Capital Commitments: At 31 December 2008 there were no outstanding commitments (31 December 2007: AED Nil).

Purchase commitments: At 31 December 2008 the Company had outstanding purchase commitments (31 December 2007: AED 1056553).

8) a) The Companys position on consolidation for sundry debtors includes substantial trade and other receivables of INR 705,600,798/- (foreign currency AED 51,177,962/-) (Previous Year INR 501,888,895 AED 46,257,041) from various other countries including the country in which its subsidiary operates (UAE) and outstanding period is not verifiable however considered good for recovery and no provision is called for on account of doubtful or bad debts.

b) Likewise, loans and advances in consolidation of INR 230,903,462 (foreign currency AED 16,747,669/-) (Previous Year INR 124,787,119 AED 11,501,117) mainly consist from its subsidiary at UAE and consist of amount advanced to business associates which are expected to be collected within one year and considered good for recovery with no provision called for doubtful or bad loans or advances.

9) a) As per the opinion of the Management, the creditors outstanding in the balance sheet except creditors for foreign branch and foreign subsidiaries are since previous year and as per the management there are no creditors which are Micro, Small & Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made by the management. In the absence of confirmation from the creditors and based on the management explanation as above the facts are relied upon by the auditors.

b) No comments are offered on the creditors outstanding in the balance sheet of foreign branch and foreign subsidiaries of the company as the audit of foreign branch and foreign subsidiaries is done by local auditors. We have relied upon the audit report and notes to accounts of their respective auditors.

10) Important Note of Sah Polymers Limited:

a) The share capital of the company was increased from Rs. 36,975,000 to Rs. 47,580,000 during the current year.

b) Contingent Liability: There is a bank guarantee outstanding of Rs.6 Lakhs (Previous year Rs. 6 lakhs)

11) During the year the holding company has allotted 22,00,000 equity shares of the face value of Rs.2/- each at a premium of Rs.9/- per share on conversion of 22,00,000 warrants at the option of the warrant holder into one equity share of the company at a price of Rs.il/- per equity share, by way of preferential issue as per SEBI Guidelines.

12) Related Party Transactions

Disclosure of the relationship and transactions in accordance with Accounting Standard 18- Related Party Disclosures issued by the Institute of Chartered Accountants of India : ,

Name of the Related Party Nature of relationship Transaction Types

Mr. H.K. Turgalia Wholetime Director Remuneration

Mrs. Shehnaz D. AN Wholetime Director a) Remuneration

b) Keyman Insurance Premium paid

c) Unsecured Loan Taken Sat Invest Pvt. Ltd. Promoter Company & 1. Rent Payment Major Shareholder 2. Preferential Share Allotment

3. Unsecured Loan Taken

4. Advance Against Share Warrant

Park Continental Ltd. Shareholder of the Company Unsecured Loan Taken

Space Age Polymers Pvt. Ltd. Shareholder of the Company Unsecured Loan Taken

Dawood Investments Pvt. Ltd. Shareholder of the Company Unsecured Loan Taken