Mar 31, 2016
The Directors are pleased to present the 33rd Annual Report along with Audited Financial Statements for the Financial Year ended 31 March 2016.
1. FINANCIAL HIGHLIGHTS:
Rs. in Lacs
Particulars |
Standalone for the year |
|
2015-16 |
2014-15 |
|
Profit before Tax |
185.26 |
269.18 |
Less: Taxation |
(256.43) |
137.21 |
Profit after Tax |
441.69 |
131.97 |
Add: Balance in Statement of Profit and Loss brought forward from previous year |
1,874.64 |
2,890.41 |
Profit available for appropriation |
2,316.33 |
3,022.38 |
Less: Appropriations Proposed Dividend and Tax on Dividend |
214.67 |
147.75 |
Transfer to Debenture Redemption Reserve |
- |
1,000.00 |
Net Surplus in the Statement of Profit and Loss |
2,101.66 |
1,874.63 |
2. STATE OF THE COMPANYâS AFFAIRS / OPERATIONS:
On standalone basis, during the year under review, total income of your Company has increased by approx. 41% from Rs. 7,172 Lacs to Rs. 10,103 Lacs. The said increase in total income was due to progress of work contract and for the compensation received. The Consolidated total income of your Company for the year ended 31 March 2016 has increased by approx. 332% from Rs. 4,707 Lacs to Rs. 20,323 Lacs mainly due to recognition of revenue in one of the subsidiary company.
On standalone basis, during the year under review, your Company has registered an increase in the Profit after Tax by approximately 235% from Rs. 131.97 Lacs to Rs. 441.69 Lacs. The said increase is on account of achieving of higher margin as compared to the previous year. Also, on consolidated basis, there is a reduction in net loss from Rs. 2,803.84 Lacs in the previous year to Rs. 2,037.48 Lacs in the current year. The said loss is on account of unabsorbed financial & other period cost charged to profit & loss account of subsidiary companies due to delay in getting statutory approvals for launching of new projects. Further also, the Company is following percentage completion method of accounting and most of the projects undertaken under subsidiary and SPVâs are in the initial stage of construction, the revenue from the said projects will be reflected in the future years.
The management is putting all its endeavors for undertaking new projects for development in joint venture through its subsidiaries and taking effective steps to improve overall performance of the Group by concentrating on executing the on-going and new projects at fast pace and reduction of borrowings.
Your Company has continued its focus on undertaking residential projects, in particular, SRA and re-development, which involves minimal capital investment and reduction of debt to minimize the burden of financial cost.
Brief about various ongoing and upcoming Projects undertaken by your Company:
a. Satra Park, Borivali, Mumbai:
The project situated at Borivali, Mumbai, is the state of-the-art residential cum high street shops, comprising of a Jain Temple and with artistically designed interiors and exteriors. Itâs a place where every corner is beautifully designed to enjoy the luxuries and offers a perfect blend of serene environment and comfortable living.
Your Company has already received part Occupation Certificate for shop segment and has completed the structural work for Residential complex and the finishing work is at the verge of completion. Your Company is targeting to complete the balance project work and deliver the same in due course.
b. Satra Wings, Kalina, Mumbai:
The proposed residential project at Kalina, Mumbai is planned to start in phases and will consist of varying sizes of apartments ranging from 1 BHK to 2 BHK. The said project is strategically located near Air India Colony, Kalina-Kurla Road and is expected to have aesthetically designed towers and terraced garden with panaromic airport view. It is proposed to encompass all amenities such as Swimming Pool, Jogging Track, Childrenâs Play Area, Hi-tech Gymnasium and Efficient car parking spread on 3 levels.
The Company has received permission to start the basic construction activities and is planning to launch the project in due course.
c. Satra Plaaza, Jodhpur, Rajasthan:
The said project is being Developed/Constructed in the heart of city of Jodhpur at Nai Sarak, Old Girdhar Mandir, Near Ghanta Ghar Road which is considered to be one of the most prime location for all types of business activities. The project is a mixture of High street shops, Commercial offices and Hotel with Restaurant, Meeting Rooms, Fitness Centre and other service area for hotel. The construction activity at site is in progress and is in advanced stage of completion as per schedule.
Projects undertaken by Subsidiary Companies/Step-down Subsidiary Company:
d. Satra Hills, Ghatkopar, Mumbai:
The proposed project is under Slum Rehabilitation Scheme awarded by the Slum Rehabilitation Authority. Nestled in natureâs abundance and strategically located in the close proximity to the fast emerging industrial hub â Ghatkopar. The project is elevated on the hilly contours that offers kaleidoscopic view of entire Navi Mumbai. It shall also encompass high rise buildings with high speed elevators and all amenities such as landscaped gardens, swimming pools and gymnasium, which will make life of patrons cozier than ever.
The construction of transit camps has already been carried out and most of the tenements have been shifted to pave the way for construction of Rehabilitation buildings. The construction activity of Rehabilitation Building is in progress.
e. Residential Project at Matunga (Central), Mumbai:
The property is located at Central Matunga at Telang Road/Bhandarkar Road and it is 2 minutes walking distance from Matunga (Central) Railway station. It is proposed to rehabilitate existing residential/ commercial tenements. It is proposed to construct 1 composite building with 3 wings comprising of 3 Basement Ground 22/24 upper floors having commercial & residential floors having built up area of 6 lacs sq. fts. The Company has received the commencement certificate and the Company has started the construction activity at site.
f. Satraâs Eastern Heights, Upper Chembur, Mumbai: The proposed residential project is a joint development project undertaken by one of the Step-down subsidiary Company under a Special Purpose Vehicle. The highlighting features of the project is a 17 km long stretch Eastern Freeway connecting South Mumbai and Eastern Suburbs passing through the plot, having exit and entry just 200 meters away from the project. This would attempt to eliminate traffic congestion for commuters plying to and for South Mumbai.
With necessary statutory permissions and approvals in place, the construction work for Rehabilitation and sale buildings are under progress and the Company proposes to complete the project in next 3-4 years.
g. LE-88, Bandra, Mumbai:
The proposed residential project is a Joint Development Agreement undertaken by one of the subsidiary Company by sharing the sale area in equal proportion. The 26 storey residential building for sale is overlooking Mumbaiâs modern icon â Bandra-Worli Sea Link comprising of 81, 4 BHK units. The project is an ultra-luxurious residential genre and has roped in a team of highly reputed international firm of architects and consultants.
The Construction activity at site is in full swing and the Company proposes to complete the project in next 2-3 years.
Apart from the above, there are few projects, which are at the initial stage of negotiation.
3. DIVIDEND:
Your Directors are pleased to recommend, for approval of the members, Equity Dividend of Rs. 0.10/- per share (@ 5% per share) on 17,83,58,000 Equity Shares of Rs. 2/- each of the Company for the Financial Year 2015-16. The Dividend payout on Equity Shares, if declared as above, will result in outflow of Rs. 178.36 Lacs towards Dividend and Rs. 36.31 Lacs towards Dividend Tax, resulting in total outflow of Rs. 214.67 Lacs. The Register of Members and Share Transfer Books of the Company will remain closed from 24 September 2016 to 30 September 2016 (both days inclusive) for the purpose of Annual General Meeting to be held on 30 September 2016, as decided by the Board and for the payment of Equity Dividend.
4. TRANSFER TO RESERVES:
During the year under review, the Company has transferred Rs. 25 Lacs to General Reserves from Debenture Redemption Reserve on account of pre/part redemption of 100 Nos. of Secured Redeemable Non-Convertible Debentures.
5. EXTRACT OF ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, an extract of annual return in the prescribed format is enclosed herewith as Annexure I to the Boardâs report.
6. NUMBER OF MEETINGS OF THE BOARD:
The Board met five times during the financial year, the details of which are given in the Corporate Governance Report that forms a part of this Annual Report.
7. DIRECTORâS RESPONSIBILITY STATEMENT:
In accordance to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directorâs Responsibility Statement, it is hereby confirmed that
- in the preparation of the annual accounts for the financial year ended 31 March 2016, the applicable accounting standards have been followed and there have been no material departures;
- the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and of the profit of the Company for the year ended on that date;
- the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the Company and that such internal financial controls are adequate and are operating effectively; and
- the directors have devised proper systems to ensure compliance with the provisions 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 your Company, confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015}.
9. POLICY MATTERS:
a. Nomination and Remuneration Policy:
The policy of the Company on directorâs appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 adopted by the Board, is enclosed herewith as Annexure II to the Boardâs Report.
b. Whistle Blower Policy and Vigil Mechanism:
Your Company has adopted and established the necessary Whistle Blower Policy Vigil mechanism for Directors and employees to report deviations from the standards defined in the Code of Conduct adopted by the Board of Directors and reporting instances of unethical/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. The Board oversees Companyâs process and policies for determining risk tolerance and review managementâs measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through 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 of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of GMJ & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
EXPLANATIONS / COMMENTS BY THE BOARD IN THE AUDITORâS REPORT:
The Auditors have made certain comments in their Report concerning the Standalone financial statements of the Company. The Management puts forth its explanations as below:
- With reference to clause (vii)(a) of the Annexure to the Independent Auditorsâ Report on the Standalone financial statements; the Auditors have made a remark regarding delays in payment of statutory dues and pending undisputed statutory dues more than six months of Rs. 213.08 Lacs on account of Dividend Distribution Tax, Rs. 82.96 Lacs on account of Income Tax (including TDS), Rs. 338.78 Lacs on account of Value Added Tax (hereinafter referred to as âVATâ) and Rs. 326.11 Lacs on account of Interest on VAT. The Management has to state that the Company has already deposited Rs. 30.95 Lacs towards Income Tax (including TDS) and Rs. 23.59 Lacs towards VAT up to the date of this report. Your Company is taking necessary steps to collect VAT dues from buyers and also clear all its outstanding statutory liabilities very soon.
b. Internal Auditors:
During the year under review, on the recommendation of the Audit Committee, the Board of Directors appointed NGS & Co. LLP, Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2015-16 to conduct Internal Audit of the functions and activities of the Company and submit their report to the Board as required under Section 138 of the Companies Act, 2013 and applicable Rules and provisions there under.
The Board has appointed NGS & Co. LLP, Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2016-17.
c. Secretarial Auditor:
Mr. Dharmesh Zaveri of D. M. Zaveri & Co., Practicing Company Secretary, Mumbai, was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under.
The secretarial audit report for the Financial Year 201516 is enclosed herewith as Annexure III to the Boardâs Report. There were no qualifications, reservation, adverse remarks or disclaimer given by the Secretarial Auditor. The Board has appointed Mr. Dharmesh Zaveri of D. M. Zaveri & Co., Practicing Company Secretary, Mumbai, as secretarial auditor of the Company for the Financial Year 2016-17.
11. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms 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 financial year were on an armâs length basis and in the ordinary course of business. All the related party transactions were pre-approved by the Audit Committee.
In view of the same, disclosure in Form AOC-2 has been provided in Annexure IV to the Boardâs Report for the financial year ended 31 March 2016 with respect to the contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
A policy governing the related party transactions as approved by the Board may be accessed on the Companyâs website viz. www.satraproperties.in.
Related party disclosures Forms part of the notes to the financial statements provided in this Annual Report.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report. During the Year under review, your Company has done pre/part redemption of 100 Nos. of Secured Redeemable Non-Convertible Debentures (NCDs) out of 5,600, 18% Secured Redeemable NCDs of (Rs. 1 Lac each fully paid up) which were issued on private placement basis. Further, pursuant to approval of debenture holders, the Board of Directors in their Meeting held on 1 April, 2016 has approved the revised date of redemption of balance 5,500 Nos. of NCDs along with revised rate of interest @ 12% to be compounded every 9 completed calendar month from the date of subscription of the respective NCDs. Accordingly, the NCDs will be redeemable from April 2017 to December 2017.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with 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 by adopting energy efficient products. From the project inception stage, through design and execution, to postoccupancy, we constantly work with internal and external teams to meet the Energy Performance. The following best practices are in place to achieve this objective:
- 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 efficient motors;
- Use of CFLs, fluorescent tubes and LEDs in the common areas of residential projects;
- 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 power consumption 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 Pumps, STP.
ii. Steps taken by the Company for utilizing alternative sources of energy:
The Company undertakes various measures to conserve energy by using energy efficient lighting systems, electric transmissions etc.
iii. Capital investment on energy conservation equipment:
The Company continues to make project level investments for reduction in consumption of energy. 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 construction technologies to speed up the process and make construction more efficient;
- Researching the market for new machines, materials and developing methodologies for 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 have been adopted;
- The Company uses modern technologies for implementation of its projects in consultation with Architects, Engineers and Designers.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution:
- Construction methodologies have been revised to optimize the process through improved processes and new technologies.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
The details of technology imported by the Company during the last three years are given below:
Sl. No. |
The details of technology imported |
The year of import |
Whether technology has been fully absorbed |
If not fully absorbed, areas where absorption has not taken, and the reasons thereof |
1 |
Aluminum Profiles |
2013-14 |
Yes |
N.A |
iv. The Expenditure incurred on Research and Development:
During the year under review, no expenditure has been incurred on Research and Development.
(C) Foreign Exchange Earnings And Outgo:
The Foreign Exchange outgo during the year was Rs. 514.78 Lacs for importing construction materials and there were no Foreign Exchange earnings in terms of actual inflows during the year under review.
5. COMMITTEES OF THE BOARD:
i. Corporate Social Responsibility Committee:
In accordance with Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee consisting of 3 Directors out of which 1 is an independent Director.
The Composition of this Committee is as under:
- Mr. Praful N. Satra, Chairman, Executive Director
- Mr. Raj an P. Shah, Memb er, Non-Executive Direc tor
- Mr. Vidyadhar D. Khadilkar, Member, Independent Director
The Company has adopted a Corporate Social Responsibility policy which indicates the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013. The policy, including overview of projects or programs undertaken during the financial year 2015-16 is provided on the Companyâs website viz. www.satraproperties.in
During the year under review, as part of its initiatives under âCorporate Social Responsibilityâ (CSR), the Company has contributed in the areas of animal welfare. These contributions are in accordance with Schedule VII of the Companies Act, 2013.
The annual report on our CSR activities is enclosed herewith as Annexure V to the Boardâs report.
ii. Audit Committee:
During the year under review, consequent to the appointment of Mr. Kamlesh B. Limbachiya w.e.f. 12 August 2015 and tendering of resignation by Mr. Vinayak D. Khadilkar w.e.f 13 August 2015, the Board has reconstituted the Audit Committee comprising of three directors with independent directors forming a majority.
The composition of this committee is as under:
- Mr. Kamlesh B. Limbachiya - Chairman, Independent Director
- Mr. Vidyadhar D. Khadilkar - Member, Independent Director
- Mr. Rajan P. Shah - Member, Non-Executive Director
During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.
16. ANNUAL PERFORMANCE EVALUATION OF BOARD, ITâS COMMITTEES AND DIRECTORS:
The evaluation of all the directors and the Board as a whole and that of its committees was conducted based on the criteria and framework adopted by the Board in accordance with the 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 the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with stakeholders. Feedback was also taken from every director on his assessment of the performance of each of the other Directors.
The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors.
Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. The performance of the non-independent nonexecutive directors and Board Chairman was also reviewed by them. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. It was also presented to the Board and a plan for improvements was agreed upon. Every statutorily mandated committee of the Board conducted a self-assessment of 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 of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and 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 but with a view to expand and diversify its present scope of operations, the Company has proposed new business activities which can be conveniently and advantageously combined with the existing business of the Company and which has good potential with respect to the future prospects of the Company. In this regard, approval of the shareholders for alteration of object clause was sought through Postal Ballot Notice dated 21 July 2015 and the same was duly approved by them on 7 September 2015.
18. DIRECTORS OR KEY MANAGERIAL PERSONNEL 1 WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
As per the relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the changes in Directors and Key Managerial Personnel are detailed as follows:
Ms. Sheetal S. Doshi (DIN: 07136658) and Mr. Vishal R. Karia (DIN: 03473857), who were appointed as Additional Directors (Non-Executive, independent) by the Board of Directors w.e.f. 25 March 2015 and 31 March 2015 for a period up to 24 March 2020 and 30 March 2020 respectively i.e. for a term of 5 consecutive years, not liable to retire by rotation were confirmed as directors vide respective ordinary resolutions dated 7 September 2015 passed by members through postal Ballot.
Mr. Vinayak D. Khadilkar (DIN: 01548508), Independent Director, resigned as a Director of the Company with effect from 13 August 2015, in view of his health issues. The Board places on record its appreciation for the services rendered by him during his tenure with the Company.
In terms of Sections 149 and 152 of the Companies Act, 2013, re-appointment of Mr. Vidyadhar D. Khadilkar (DIN: 01548603), Independent Director not liable to retirement by rotation, was confirmed in the Annual General Meeting held on 28 September 2015 for another term of 5 years up to the conclusion of the thirty seventh Annual General Meeting of the Company to be held in the calendar year 2020.
Further in terms of Section 149 and 152 of the Companies Act, 2013, Mr. Kamlesh B. Limbachiya (DIN: 07256660) who was appointed as Additional Director (Non-Executive, independent) by the Board of Directors w.e.f. 12 August 2015 for term of 5 (Five) years up to 11 August 2020, not liable to retirement by rotation was confirmed as director in the Annual General Meeting held on 28 September 2015. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 12 February 2016 has, subject to the approval of the members, re-appointed Mr. Praful N. Satra (DIN: 00053900) as Managing Director w.e.f. 13 May 2016 for a period of 5 years.
The proposal for re-appointment of Mr. Praful N. Satra and the terms and conditions of his re-appointment are set out in the notice convening the 33rd Annual General Meeting.
Mr. Bhavesh V. Sanghavi resigned as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 30 April 2016. The Board places on record its appreciation for the services rendered by him during his tenure with the Company.
Mr. Rajan P. Shah retires (DIN:00053917) at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board has recommended his appointment.
The details of training and familiarization programme for Directors have been provided on the website of your Company viz. www.satraproperties.in
. SUBSIDIARIES:
Your Company has 8 Subsidiaries as detailed below:
a. Satra Property Developers Private Limited, Satra Lifestyles Private Limited, Satra Infrastructure and Land Developers Private Limited, Satra Estate Development Private Limited and Satra International Realtors Limited are the Wholly owned subsidiaries of your Company.
b. Satra Buildcon Private Limited is Subsidiary of your Company.
c. Satra Realty and Builders Limited is the wholly owned step down subsidiary of your Company.
d. RRB Realtors Private Limited is step down subsidiary of your Company.
The report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements 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 financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary is available on our website viz. www.satraproperties.in.
During the year under review, no Company has become/ceased to be a subsidiary, joint venture or associate of your Company.
The Audited Consolidated Financial Statements based on the Financial Statements received from Subsidiary/ Associate Companies as approved by their respective Board of Directors, have been prepared in accordance with the relevant accounting standards, as applicable. Your Company has presented the Consolidated Financial Statements which forms part of the Annual Report.
20. DEPOSITS:
During the year under review, your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013. Further, in compliance with Rule (2) (1) (c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto, during the year under review, the Company accepted loan of Rs. 1,00,00,000/- from Mr. Praful N. Satra, Managing Director for business purpose along with a declaration in writing from him to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others. Further, the principal amount of the said loan has already been repaid in full during the year.
21. SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (UNLISTED):
During the Year under review, your Company has done pre/ part redemption of 100 Nos. of Secured Redeemable Non-Convertible Debentures (NCD) out of 5,600, 18% Secured Redeemable NCD of (? 1 Lac each fully paid up) which were issued on private placement basis. Further, pursuant to approval of debenture holders, the Board of Directors in their Meeting held on 1 April 2016 has approved the revised date of redemption of balance 5,500 Nos. of NCD along with revised rate of interest @ 12% to be compounded every 9 completed calendar month from the date of subscription of the respective NCD. Accordingly, the NCD will be redeemable from April 2017 to December 2017.
22. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed herewith as Annexure VI to the Boardâs Report.
Further, in accordance with Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement containing particulars of employees as stipulated therein is enclosed herewith as Annexure VII to the Boardâs Report.
23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:
Your Company has been practicing the principles of good Corporate Governance. A detailed Report on Corporate Governance together with Management Discussion and Analysis Statement are included in this Annual Report.
24. MANAGING DIRECTOR CERTIFICATION :
In terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015, the Company has obtained compliance certificate from Mr. Praful N. Satra, Managing Director.
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, prohibition and redressal of sexual harassment at workplace in line with the provisions of The Sexual Harrasment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no cases/ complaints pertaining to sexual harassment reported during the year under review.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:
During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.
28. APPRECIATION:
The Board of Directors expresses their appreciation for the assistance, guidance, co-operation and support extended to your Company by the financial institutions, banks, customers, vendors, professionals, Government authorities and to all the members and Debenture holders of the Company. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. Your Directors also place on record their deep sense of appreciation for the commitment and involvement of the Companyâs executives, staff and workers and looks forward to their continued co-operation.
For and on behalf of the Board of Directors
Satra Properties (India) Limited
Praful N. Satra
Chairman and Managing Director
Mumbai, 12 August 2016
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 32nd Annual Report along with
Audited Financial Statements for the Financial Year ended 31 March
2015.
1. FINANCIAL HIGHLIGHTS:
Rs. in Lacs
Particulars Standalone for the year
2014-15 2013-14
Profit before Tax 269.18 860.53
Less: Taxation 137.21 460.43
Profit after Tax 131.97 400.10
Add: Balance in Statement of Profit and
Loss brought forward from previous year 2890.41 3,085.83
Profit available for appropriation 3022.38 3,485.93
Less: Appropriations
Proposed Dividend and Tax on Dividend 147.75 187.54
Transfer to Debenture Redemption Reserve 1000.00 400.00
Net Surplus in the Statement of Profit and Loss 1874.63 2,898.39
2. STATE OF THE COMPANY'S AFFAIRS / OPERATIONS:
On standalone basis, during the year under review, total income of your
Company has decreased by approx. 23.38% from Rs. 9,360 Lacs to Rs.
7,172 Lacs. The said decrease in total income was due to lower
incremental percentage of work completion, due to delay in getting
approvals and undertaking of new projects in SPV's and subsidiaries.
The Consolidated total income of your Company for the year ended 31
March 2015 has decreased by approx. 54% from Rs. 10,232 Lacs to Rs.
4,707 Lacs.
On standalone basis, during the year under review, your Company has
registered a decrease in the Profit after Tax by 67.02% from 9 400.10
Lacs to 131.97 Lacs. The said decrease is on account of lower
incremental percentage of work and delay in getting the approvals for
the projects. Further on consolidated basis, the Company has booked a
net loss after Tax of Rs. 2,803.84 Lacs during the year under review as
against the profit of 181.11 Lacs. The said decrease in profitability is
on account of provision for huge cost on promotional and marketing
expenses for new projects, interest expenses on VAT, and reversal of
unrecoverable income. As the Company is following percentage completion
method of accounting and most of the projects undertaken under
subsidiary and SPV's are in the initial stage of construction, the
revenue from the said projects will be reflected in the future years.
The management is putting all its endeavors for undertaking new
projects for development in joint venture through its subsidiaries and
taking effective steps to improve overall performance of the Group by
concentrating on executing the on-going and new projects at fast pace
and reduction of borrowings.
Your Company has continued its focus on undertaking residential
projects, in particular, SRA and re-development, which involves minimal
capital investment and reduction of debt to minimize the burden of
financial cost.
Brief about various ongoing and upcoming Projects undertaken by your
Company:
a. Satra Park, Borivali, Mumbai:
The project situated at Borivali, Mumbai, is the state- of-the-art
residential cum high street shops, comprising of ajain Temple and with
artistically designed interiors and exteriors. It's a place where every
corner is beautifully designed to enjoy the luxuries and offers a
perfect blend of serene environment and comfortable living.
Your Company has already received part Occupation Certificate for shop
segment and has completed the structural work for Residential complex
and the finishing work is at the verge of completion. Your Company is
targeting to complete the balance project work and deliver the same in
due course.
b. Satra Wings, Kalina, Mumbai:
The proposed residential project at Kalina, Mumbai is planned to start
in phases and will consist of varying sizes of apartments ranging from
1 BHK to 2 BHK. The said project is strategically located near Air
India Colony, Kalina-Kurla Road and is expected to have aesthetically
designed towers and terraced garden with panaromic airport view. It is
proposed to encompass all amenities such as Swimming Pool, Jogging
Track, Children's Play Area, Hi-tech Gymnasium and Efficient car
parking spread on 3 levels.
The Company proposes to start the construction activity in due course.
c. Satra Plaaza, Jodhpur, Rajasthan:
The said project is being Developed / Constructed in the heart of city
ofjodhpur at Nai Sarak, Old Girdhar Mandir, Near Ghanta Ghar Road which
is considered to be one of the most prime location for all types of
business activities. The project is a mixture of High street shops,
Commercial offices and Hotel with Restaurant, Meeting Rooms, Fitness
Centre and other service area for hotel. The construction activity at
site is in progress.
Projects undertaken by Subsidiary Companies / Step-down Subsidiary
Company:
d. Satra Hills, Ghatkopar, Mumbai:
The proposed project is under Slum Rehabilitation Scheme awarded by the
Slum Rehabilitation Authority. Nestled in nature's abundance and
strategically located in the close proximity to the fast emerging
industrial hub  Ghatkopar. The project is elevated on the hilly
contours that offers kaleidoscopic view of entire Navi Mumbai. It shall
also encompass high rise buildings with high speed elevators and all
amenities such as landscaped gardens, swimming pools and gymnasium,
which will make life of patrons cozy than ever.
The construction of transit camps has already been carried out andmost
of the tenements have been shifted to pave the way for construction of
Rehabilitation buildings. The construction activity of Rehabilitation
Building is in progress.
e. Residential Project at Matunga (Central), Mumbai:
The property is located at Central Matunga at Telang Road / Bhandarkar
Road and it is 2 minutes walking distance from Matunga (Central)
Railway station.
It is proposed to rehabilitate existing residential / commercial
tenements. It is proposed to construct 1 composite building with 3
wings comprising of 3 Basement Ground 22/ 24 upper floors having
commercial & residential floors having built up area of 6 lacs sq. fts.
The Company proposes to start the construction activity in due course.
f. Satra's Eastern Heights, Upper Chembur, Mumbai:
The proposed residential project is a joint development project
undertaken by one of the Step-down subsidiary Company under a Special
Purpose Vehicle. The highlighting features of the project is, a 17 km
long stretch Eastern Freeway connecting South Mumbai and Eastern
Suburbs passing through the plot, having exit and entry just 200 meters
away from the project. This would attempt to eliminate traffic
congestion for commuters plying to and for South Mumbai.
With necessary statutory permissions and approvals in place, the
construction work for Rehabilitation and sale buildings are under
progress and the Company proposes to complete the project in next 3-4
years.
g. LE-88, Bandra, Mumbai:
The proposed residential project is a Joint Development Agreement
undertaken by one of the subsidiary Company by sharing the sale area in
equal proportion.
The 26 storey residential building for sale is overlooking Mumbai's
modern icon  Bandra-Worli Sea Link comprising of 81, 4 BHK units.
The project is an ultra- luxurious residential genre and has roped in a
team of highly reputed international firm of architects and
consultants.
The Construction activity at site is in full swing and the Company
proposes to complete the project in next 3-4 years.
Apart from the above, there are few projects, which are at the initial
stage of negotiation.
3. AWARDS AND RECOGNITION:
During the year under review, 'SATRA GROUP' has been awarded as Best
Realty Brands, 2015 by The Economic Times and has also been recognized
in the Brand Book launched by them.
4. DIVIDEND:
Your Directors are pleased to recommend, for approval of the members,
Equity Dividend of Rs. 0.10/-per share (@ 5% per share) on 17,83,58,000
Equity Shares of Rs. 2/- each of the Company for the Financial Year
2014-15. The Dividend payout on Equity Shares, if declared as above,
will result in outflow of Rs. 178.36 Lacs towards Dividend and Rs.
36.52 Lacs towards Dividend Tax, resulting in total outflow of Rs.
214.88 Lacs. The Register of Members and Share Transfer Books of the
Company will remain closed from 21 September 2015 to 28 September 2015
(both days inclusive) for the purpose of Annual General Meeting to be
held on 28 September 2015, as decided by the Board and for the payment
of Equity Dividend.
5. TRANSFER TO RESERVES:
In view of the commencement of the Companies Act 2013, there is no
requirement to transfer any sum to General Reserve in relation to the
payment of dividend. Accordingly, the entire undistributed Net Profit
is taken to Surplus in the Profit and Loss account.
Further, the Company has transferred an amount of Rs. 1,000 Lacs to
Debenture Redemption Reserve for the Financial Year ended 31 March 2015
out of the profits of the Company.
6. EXTRACT OF ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013, an extract of annual return in the prescribed format is
enclosed herewith as Annexure I to the Board's report.
7. NUMBER OF MEETINGS OF THE BOARD:
The Board met twelve times during the financial year, the details of
which are given in the Corporate Governance Report that forms a part of
this Annual Report.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance to Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed that-
* in the preparation of the annual accounts for the financial year
ended 31 March 2015, the applicable accounting standards have been
followed and there have been no material departures;
* the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31 March 2015 and of the profit of the Company for
the year ended on that date;
* the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the 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 the Company and that such internal financial controls are
adequate and are operating effectively; and
* the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
9. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Your Company has received declaration from all the Independent
Directors of your Company, confirming that they meet the criteria of
independence as prescribed in Section 149(6) of the Companies Act, 2013
and under Clause 49 of the Listing Agreement.
10. POLICY MATTERS:
a. Nomination and Remuneration Policy:
The policy of the Company on director's appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section
178(3) of the Companies Act, 2013, adopted by the Board, is enclosed
herewith as Annexure II to the Board's Report.
b. Whistle Blower Policy and Vigil Mechanism:
Your Company has adopted and established the necessary Whistle Blower
Policy Vigil mechanism for Directors and employees to report deviations
from the standards defined in the Code of Conduct adopted by the Board
of Directors and reporting instances of unethical / improper conduct
and taking suitable steps to investigate and correct the same.
c. Risk Management:
During the yearunder review, the Company has adopted a policy on
identification of risk & minimization of risk as approved by the Board
of Directors. The Risk Management is overseen by the Audit Committee of
the Company on a continuous basis. The Committee oversees Company's
process and policies for determining risk tolerance and review
management's measurement and comparison of overall risk tolerance to
established levels. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a
continuous basis.
11. 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 of the Annual
General Meeting to be held in the calendar year 2019. In terms of the
first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every
Annual General Meeting. Accordingly, the appointment of GMJ & Co.,
Chartered Accountants, as statutory auditors of the Company, is placed
for ratification by the shareholders. In this regard, the Company has
received a certificate from the auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013.
EXPLANATIONS / COMMENTS BY THE BOARD IN THE AUDITOR'S REPORT:
(i) The Auditors have made certain comments in their Report concerning
the Standalone and Consolidated Accounts 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 regarding delays in payment of statutory dues and
pending undisputed statutory dues more than six months of Rs. 134.26
Lacs on account of Dividend Distribution Tax, Rs. 157.15 Lacs on
account of Income Tax, Rs. 539.64 Lacs on account of Value Added Tax
(hereinafter referred to as 'VAT') and Rs. 18.25 Lacs on account of
TDS. The Management has to state that the Company has already deposited
Rs. 64.93 Lacs towards VAT and TDS upto the date of this report. Your
Company is taking necessary steps to collect VAT dues from buyers and
also clear all its outstanding statutory liabilities very soon.
* With reference to clause (vii)(a) of the Annexure to the Independent
Auditors' Report on the Consolidated financial statements; the Auditors
have made a remark regarding delays in payment of statutory dues and
pending undisputed statutory dues more than six months of Rs. 303.08
Lacs on account of Dividend Distribution Tax, n 1515.84 Lacs on account
of Income Tax, Rs. 1602.65 Lacs on account of Value Added Tax
(hereinafter referred to as 'VAT'), Rs. 119.27 Lacs on account of TDS,
Rs. 37.68 Lacs on account of Service Tax and Rs. 11.64 Lacs on account
of Works Contract Tax. The Management has to state that, the Company has
already deposited Rs. 351.89 Lacs towards Income Tax, VAT, TDS and
Service Tax upto the date of this report. Your Company is taking
necessary steps to collect VAT dues from buyers and also clear all its
outstanding statutory liabilities very soon.
* With reference to clause (ix) of the Annexure to the Independent
Auditors' Report on the Consolidated financial statements; the Auditors
have made a remark regarding one subsidiary which has defaulted in
repayment of dues to its banker at various dates during the year which
have been made good as at the year end. The Management has to state
that the default in repayment of dues occurred due to liquidity
constraints. However, the Company has already repaid all the dues as at
the year end and there is no amount outstanding.
b. Internal Auditors:
During the year under review, on the recommendation of the Audit
Committee, the Board of Directors appointed NGS & Co. LLP, Chartered
Accountants as the Internal Auditors of the Company for the Financial
Year 2014-15 to conduct Internal Audit of the functions and activities
of the Company and submit their report to the Board as required under
section 138 of the Companies Act, 2013 and applicable Rules and
provisions thereunder.
The Board has appointed NGS & Co. LLP, Chartered Accountants as the
Internal Auditors of the Company for the Financial Year 2015-16.
c. Secretarial Auditor:
Mr. Dharmesh Zaveri of D. M. Zaveri & Co., Practicing Company
Secretary, Mumbai, was appointed to conduct the secretarial audit of
the Company for the financial year 2014-15, as required under Section
204 of the Companies Act, 2013 and Rules thereunder.
The secretarial audit report for the Financial Year 2014-15 is enclosed
herewith as Annexure III to the Board's Report. There were no
qualifications, reservation, adverse remarks or disclaimer given by the
Secretarial Auditor.
The Board has appointed Mr. Dharmesh Zaveri of D. M. Zaveri & Co.,
Practicing Company Secretary, Mumbai, as secretarial auditor of the
Company for the Financial Year 2015-16.
12. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 forms part of the notes to financial statements
provided in this Annual Report.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions that were entered into
during the financial year were on an arm's length basis and in the
ordinary course of business. All the related party transactions were
pre-approved by the Audit Committee.
In view of the same, disclosure in form AOC-2 has been provided in
Annexure IV to the Board's Report for the financial year ended 31 March
2015 with respect to the contracts / arrangements / transactions with
related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions.
A policy governing the relatedparty transactions as approved by the
Board may be accessed on the Company's website viz.
www.satraproperties.in
Related party disclosures forms part of the notes to the financial
statements provided in this Annual Report.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial
year to which this financial statements relate and the date of this
Report.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Companies
Act, 2013, read with 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 endeavors to achieve energy conservation in its
products by adopting energy efficient products. From the project
inception stage, through design and execution, to post-occupancy, we
constantly work with internal and external teams to meet the Energy
Performance. The following best practices are in place to achieve this
objective:
* 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
efficient motors;
* Use of CFLs, fluorescent tubes and LEDs in the common areas of
residential projects;
* 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
power consumption can be monitored and efforts can be made to minimise
the same;
* Use of energy efficient lifts with group control in residential
projects;
* Use of energy high energy efficiency equipment- e.g. Elevators, Water
Pumps, STP.
ii. Steps taken by the Company for utilizing alternative sources of
energy:
The Company undertakes various measures to conserve energy by using
energy efficient lighting systems, electric transmissions etc.
iii. Capital investment on energy conservation equipment's:
The Company continues to make project level investments for reduction
in consumption of energy. However, capital investment on energy
conservation equipments cannot be quantified.
(B) TECHNOLOGY ABSORPTION:
i. The efforts made towards technology absorption:
* The improvement of existing or the development/ deployment of new
construction technologies to speed up the process and make construction
more efficient;
* Researching the market for new machines, materials and developing
methodologies for 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
have been adopted;
* The Company uses modern technologies for implementation of its
projects in consultation with Architects, Engineers and Designers.
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution:
* Construction methodologies have been revised to optimize the process
through improved processes and new technologies.
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year):
iv. The Expenditure incurred on Research and Development:
During the year under review, no expenditure has been incurred on
Research and Development.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange outgo during the year was Rs. 238.19 Lacs for
importing raw material/construction materials and there were no Foreign
Exchange earnings in terms of actual inflows during the year under
review.
6. COMMITTEES OF THE BOARD:
i. Corporate Social Responsibility Committee:
In accordance with Section 135 of the Companies Act, 2013, your Company
has constituted a Corporate Social Responsibility Committee consisting
of 3 Directors out of which 1 is an independent Director.
The Composition of this Committee is as under:
* Mr. Praful Satra, Chairman, Executive Director
* Mr. Rajan P. Shah, Member, Non-Executive Director
* Mr. Vidyadhar D. Khadilkar, Member, Independent Director
The Company has adopted a Corporate Social Responsibility policy which
indicates the activities to be undertaken by the Company as specified
in Schedule VII to the Companies Act, 2013. The policy, including
overview of projects or programs undertaken during the financial year
2014-15 is provided on the Company's website viz.
www.satraproperties.in During the year under review, as part of its
initiatives under "Corporate Social Responsibility" (CSR), the Company
has contributed in the areas of animal welfare and promoting education.
These contributions are in accordance with Schedule VII of the
Companies Act, 2013.
The annual report on our CSR activities is enclosed herewith as
Annexure V to the Board's report.
ii. Audit Committee:
Consequent to the appointment of Mr. Kamlesh B. Limbachiya w.e.f. 12
August 2015 and tendering of resignation by Mr. Vinayak D. Khadilkar
w.e.f 13 August, 2015, the Board has reconstituted the Audit Committee
comprising of three directors with independent directors forming a
majority.
The composition of this committee is as under:
* Mr. Kamlesh Limbachiya - Chairman, Independent Director
* Mr. Vidyadhar D. Khadilkar - Member, Independent Director
* Mr. Rajan P. Shah- Member, Non-Executive Director
During the period under review, the suggestions put forth by the Audit
Committee were duly considered and accepted by the Board of Directors.
There were no instances of non-acceptance of such recommendations.
17. ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND
DIRECTORS:
The evaluation of all the directors and the Board as a whole and that
of its committees was conducted based on the criteria and framework
adopted by the Board in accordance with the provisions of the Companies
Act, 2013 and Listing Agreement.
The following process was adopted for Board Evaluation:
Feedback was sought from each Director about their views on the
performance of the Board covering various criteria such as degree of
fulfilment of key responsibilities, Board structure and composition,
establishment and delineation of responsibilities to various
Committees, effectiveness of Board processes, information and
functioning, Board culture and dynamics, quality of relationship
between the Board and the Management and efficacy of communication with
external stakeholders. Feedback was also taken from every director on
his assessment of the performance of each of the other Directors.
The Nomination and Remuneration Committee (NRC) then discussed the
above feedback received from all the Directors.
Based on the inputs received, the Chairman of the NRC also made a
presentation to the Independent Directors at their meeting, summarising
the inputs received from the Directors as regards Board performance as
a whole, and of the Chairman. The performance of the non-independent
non- executive directors and Board Chairman was also reviewed by them.
Post the meeting of the Independent Directors, their collective feedback
on the performance of the Board (as a whole) was discussed by the
Chairman of the NRC with the Chairman of the Board. It was also
presented to the Board and a plan for improvements was agreed upon.
Every statutorily mandated committee of the Board conducted a
self-assessment of 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 of key
responsibilities, adequacy of Committee composition and effectiveness of
meetings. Feedback was provided to the Directors, as appropriate.
Significant highlights, learning and action points arising out of the
evaluation were presented to the Board.
18. THE CHANGE IN THE NATURE OF BUSINESS: There is no change in the
present nature of business of the Company but with a view to expand and
diversify its present scope of operations, the Company has proposed new
business activities which can be conveniently and advantageously
combined with the existing business of the Company and which has good
potential with respect to the future prospects of the Company. In this
regard, approval of the shareholders for alteration of object clause
has been sought through Postal Ballot Notice dated 21 July 2015.
19. DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:
As per the relevant provisions of Companies Act, 2013 and Listing
Agreement, the changes in Directors and Key Managerial Personnel are
detailed as follows:
Mr. Praful Satra retires at the ensuing Annual General Meeting and
being eligible, seeks re-appointment. The Board has recommended his
appointment.
Ms. Sheetal S. Doshi and Mr. Vishal R. Karia, who were appointed as
Additional Directors (Non-Executive, independent) by the Board of
Directors w.e.f 25 March 2015 and 31 March 2015 have been proposed to
be appointed as Independent Directors of the Company for a period up to
24 March 2020 and 30 March 2020 respectively i.e. for a term of 5
consecutive years, not liable to retire by rotation. Approval of the
shareholders for their respective appointments has being sought through
Postal Ballot Notice dated 21 July 2015.
Your Company has appointed the existing executives viz Mr. Praful N.
Satra, Chairman and Managing Director, Mr. Bhavesh V. Sanghavi, Chief
Financial Officer, and Mr. Manan Y. Udani, Company Secretary as Key
Managerial Personnel w.e.f. 13 August 2014 on existing terms and
conditions of their employment.
Mr. Kamlesh B. Limbachiya is appointed as an Additional Director (Non-
Executive, Independent) of your Company w.e.f. 12 August 2015 by the
Board of Directors. Further, he has consented to act as an Independent
Director of your Company, in respect of whom the Company has received a
notice in writing under Section 160 of the Companies Act, 2013 from a
member proposing his candidature in the ensuing general meeting for a
term of 5 (Five) years upto 11 August 2020. The Board has recommended
his appointment.
The Board has received a letter from Mr. Vinayak D. Khadilkar in its
Board Meeting held on 12 August 2015 for tendering his resignation with
effect from 13 August 2015. The Board places on record its
appreciation for the services rendered by him during his tenure with
the Company.
Mr. Vidyadhar D. Khadilkar, being eligible and seeking re-appointment,
has consented to act as an Independent Director of your Company, in
respect of whom the Company has received a notice in writing under
Section 160 of the Companies Act, 2013 from a member proposing his
candidature in the ensuing general meeting for another term of 5 years
upto the conclusion of the thirty seventh Annual General Meeting of the
Company to be held in the calendar year 2020. The Board has recommended
his appointment. Pursuant to appointment of Mr. Kamlesh B. Limbachiya
as an Additional Director (Non-Executive, Independent) and tendering of
resignation of Mr. Vinayak D. Khadilkar w.e.f. 13 August 2015, the
Board has re-constituted the Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration Committee and other relevant
Committees and the relevant details are set out in the Report of
Corporate Governance forming part of this Annual Report.
The details of training and familiarization programme for Directors
have been provided on the website of your Company viz.
www.satraproperties.in.
20. SUBSIDIARIES:
Your Company has 8 Subsidiaries as detailed below:
a. Satra Property Developers Private Limited, Satra Lifestyles Private
Limited, Satra Infrastructure and Land Developers Private Limited,
Satra Estate Development Private Limited, Satra International Realtors
Limited are the Wholly owned subsidiaries of your Company.
b. Satra Buildcon Private Limited is Subsidiary of your Company.
c. Satra Realty and Builders Limited (erstwhile 'Satra DLH Reality and
Builders Limited') is the wholly owned step down subsidiary of your
Company.
d. RRB Realtors Private Limited is step down subsidiary of your
Company.
The report on the performance and financial position of each of the
subsidiary, associate and joint venture and salient features of the
financial statements 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
financial statements, including the consolidated financial statements
and related information of the Company and audited financial statements
of each of the subsidiary is available on our website viz.
www.satraproperties.in.
During the year under review, no Company has become / ceased to be a
subsidiary, joint venture or associate of your Company.
The Audited Consolidated Financial Statements based on the Financial
Statements received from Subsidiary/ Associate Companies as approved by
their respective Board of Directors, have been prepared in accordance
with the Accounting Standard-21Â"Consolidated Financial Statements"
and Accounting StandardÂ23Â"Accounting
for Investment in Associates", as applicable. Your Company has
presented the Consolidated Financial Statements which forms part of the
Annual Report.
21. DEPOSITS:
During the year under review, your Company has not accepted any Public
Deposits under Chapter V of the Companies Act, 2013.
22. SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES:
Your Company had issued 5,600, 18% Secured Redeemable Non-Convertible
Debentures of Rs. 1 Lac each fully paid up on private placement basis
which are redeemable from April 2016 to December 2016.
23. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES:
During the year under review, your Company has allotted 1,70,00,000
Equity Shares of nominal value of Rs. 2/- each at a price of Rs. 5.20/-
per Equity Share, including premium of Rs. 3.20/- per equity share to
Promoter group of the Company against an option attached to the
warrants to convert each warrant into fully paid up Equity Share,
exercised by them with respect to the said warrants on account of their
payment of balance 75% of the issue price, in accordance with
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 and amendments thereto. The said
1,70,00,000 Equity Shares have been listed on BSE Limited.
24. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in
accordance with the provisions of section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is enclosed herewith
as Annexure VI to the Board's Report.
During the year under review, your Company has no employees drawing the
remuneration more than the specified limit prescribed in Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
Your Company has been practicing the principles of good Corporate
Governance. A detailed Report on Corporate Governance together with
Management Discussion and Analysis Statement are included in this
Annual Report.
26. 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, prohibition and redressal of sexual harassment at workplace
in line with the provisions of The Sexual Harrasment of Women at
workplace (Prevention,
Prohibition and Redressal) Act, 2013. There were no cases / complaints
pertaining to sexual harassment reported during the year under review.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review, there were no significant or material
orders passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future.
28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
There are adequate internal financial controls in place with reference
to the financial statements. During the year under review, these
controls were evaluated and no significant weakness was identified
either in the design or operation of the controls.
29. APPRECIATION:
The Board of Directors expresses their appreciation for the assistance,
guidance, co-operation and support extended to your Company by the
financial institutions, banks, customers, vendors, professionals,
Government authorities and to all the members and Debenture holders of
the Company. Your Company looks upon them as partners in its progress
and has shared with them the rewards of growth. Your Directors also
place on record their deep sense of appreciation for the commitment and
involvement of the Company's executives, staff and workers and looks
forward to their continued co-operation.
For and on behalf of the Board of Directors
Satra Properties (India) Limited
Praful N. Satra
Chairman and Managing Director
Mumbai, 12 August 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 31st Annual Report and the
Audited Financial Accounts for the Year ended 31 March 2014.
1. FINANCIAL HIGHLIGHTS:
(Currency  Indian Rupees in Lacs)
Particulars Standalone for the year
2013-14 2012-13
Earnings before Tax 860.53 751.13
Less: Taxation 460.43 245.98
Earnings after Tax 400.10 505.15
Add: Balance in Statement of Profit
and Loss brought forward from previous
year 3,085.83 3,337.01
Profit available for appropriation 3,485.93 3,842.16
Less: Appropriations
Proposed Dividend on Preference Shares - 59.20
Tax on proposed dividend on Preference
Shares - 9.60
Proposed Dividend on Equity Shares 161.36 161.36
Tax on proposed dividend on Equity Shares 26.18 26.18
Transfer to Debenture Redemption Reserve 400.00 500.00
Net Surplus in the Statement of
Profit and Loss 2,898.39 3,085.82
2. OPERATIONS:
On standalone basis, during the year under review, total income of your
Company has marginally decreased by approx. 3.75% from Rs. 9,724 Lacs
to Rs. 9,360 Lacs. The said decrease in total income was due to lower
incremental percentage of work completion and due to delay in getting
approvals for new projects. The Consolidated total income of your
Company for the year ended 31 March 2014 has decreased by approx. 6.6%
from Rs. 10,954 Lacs to Rs. 10,232 Lacs.
On standalone basis, during the year under review, your Company has
registered a decrease in the Profit after Tax by approx. 20.80% to Rs.
400 Lacs as against Rs. 505 Lacs on account of provision for earlier
year taxation. However, the Consolidated Profit after Tax decreased by
Rs. 99 lacs during the year under review.
The management is putting all its endeavors for undertaking new
projects for development in joint venture through its subsidiaries and
taking effective steps to improve overall performance of the Group by
concentrating on executing the on-going and new projects at fast pace
and reduction of borrowings.
Your Company has continued its focus on undertaking residential
projects, in particular, SRA and re-development, which involves minimal
capital investment and reduction of debt to minimize the burden of
financial cost.
Brief about various ongoing and upcoming Projects undertaken by your
Company
a) Satra Park, Borivali, Mumbai:
The project situated at Borivali, Mumbai, is the state-of- the-art
residential cum high street shops, comprising of a Jain Temple and with
artistically designed interiors and exteriors. It''s a place where every
corner is beautifully designed to enjoy the luxuries and offers a
perfect blend of serene environment and comfortable living.
Your Company has already received part Occupation Certificate for shop
segment and has completed the structural work for Residential complex
and the finishing work is in process. Your Company is targeting to
complete the balance project work and deliver the same in due course.
b) Satra Wings, Kalina, Mumbai:
The proposed residential project at Kalina, Mumbai is planned to start
in phases and will consist of varying sizes of apartments ranging from
1 BHK to 2.5 BHK. Your Company is in the process of obtaining the
necessary approvals to start the development for the said project. The
said project is strategically located near Air India Colony,
Kalina-Kurla Road and is expected to have aesthetically designed towers
and terraced garden with panaromic airport view. It shall also
encompass all amenities such as Swimming Pool, Jogging Track,
Children''s Play Area, Hi-tech Gymnasium and Efficient car parking
spread on 3 levels.
Projects undertaken by Subsidiary Companies
c) Satra Hills, Ghatkopar, Mumbai:
The proposed project is under Slum Rehabilitation Scheme awarded to
your Company by the Slum Rehabilitation Authority. Nestled in nature''s
abundance and strategically located in the close proximity to the fast
emerging industrial hub  Ghatkopar. The project is elevated on the
hilly contours that offers kaleidoscopic view of entire Navi Mumbai. It
shall also encompass high rise buildings with high speed elevators and
all amenities such as landscape gardens, swimming pools and gymnasium,
which will make life of patrons cozy than ever.
Your Company has already carried out the construction of transit camps
and has shifted most of the tenements to pave the way for construction
of Rehabilitation buildings.
d) Satra''s Eastern Heights, Upper Chembur, Mumbai:
The proposed residential project is a joint development project
undertaken by one of the subsidiary company under a Special Purpose
Vehicle. With necessary statutory permissions and approvals in place,
the construction work for Rehabiliation building is under progress. The
highlighting features of the project is, a 17 km long stretch Eastern
Freeway connecting South Mumbai and Eastern Suburbs passing through the
plot, having exit and entry just 200 metres away from the project. This
would attempt to eliminate traffic congestion for commuters plying to
and for South Mumbai.
e) LE-88, Bandra, Mumbai:
The proposed residential project is a Joint Development Agreement
undertaken by one of the subsidiary company by sharing the sale area in
equal proportion. The 26 storey residential building for sale is
overlooking Mumbai''s modern icon - Bandra-Worli Sea Link comprising of
81 4BHK-units. The project is an ultra-luxurious residential genre and
has roped in a team of highly reputed international firm of architects
and consultants.
Apart from the above, there are few projects, which are at the initial
stage of negotiation.
3. DIVIDEND:
a) Your Directors are pleased to recommend, for approval of the
members, Equity Dividend of Rs. 0.10/- per share (@ 5°% per share) on
16,13,58,000 Equity Shares of Rs. 2/- each of the Company for the
Financial Year 2013-14. The Dividend payout on Equity Shares, if
declared as above, will result in outflow of Rs. 161.36 Lacs towards
Dividend and Rs. 26.18 Lacs towards Dividend Tax, resulting in total
outflow of Rs. 187.54 Lacs.
b) In respect of 8% Cumulative Redeemable Preference Shares
(hereinafter referred to as ''CRPS'') of the Company, which were redeemed
on 1 February 2014, pursuant to the consent of all the preference
shareholders, the accumulated pro-rata preference dividend from 1 April
2013 upto the date of redemption of CRPS has been waived off.
4. SECURED REDEEMABLE NON-CONVERTIBLE
DEBENTURES:
a) During the year under review, your Company has, out of total 9,300,
23% Secured Redeemable Non-Convertible Debentures of Rs. 1 Lac each
fully paid up, redeemed 5,164, 23% Secured Redeemable Non-Convertible
Debentures aggregating to Rs. 5,164 Lacs outstanding as on 31 March
2013 out of the project proceeds. Thus, there are no outstanding 23%
Secured Redeemable Non-Convertible Debentures as on 31 March 2014.
Accordingly, your Company has transferred Rs. 890 Lacs from Debenture
Redemption Reserve to General Reserve.
b) During the year under review, your Company has issued 5,600, 18%
Secured Redeemable Non-Convertible Debentures of Rs. 1 Lac each fully
paid-up on private placement basis. Out of 5,600 18% Secured Redeemable
Non-Convertible Debentures, your Company has allotted 5,350 18% Secured
Redeemable Non-Convertible Debentures upto the date of this report
aggregating to Rs. 5,350 Lacs and created a Debenture Redemption
Reserve of Rs. 400 Lacs out of the profits of the Company.
5. PREFERENTIAL ISSUE OF WARRANTS
CONVERTIBLE INTO EQUITY SHARES:
During the Financial Year 2013-14, your Company had issued and allotted
1,70,00,000 warrants of Rs. 5.20/- each with an option to convert each
warrant into one equity share of the nominal value of Rs. 2/- each at a
price of Rs. 5.20/- per share, including premium of Rs. 3.20/- per
share aggregating to Rs. 884 Lacs to promoter group on preferential
basis on 1 August 2013. Out of the said amount, your Company has
received 25% of the warrant price and the balance issue price is
payable upon exercise of the option to convert warrants into Equity
Shares within a period of 18 months from the date of allotment of
warrants. The Warrant holders have not yet exercised their option to
convert warrants into Equity Shares.
6. SUBSIDIARIES:
Your Company has 8 subsidiaries, namely, Satra Property Developers
Private Limited; Satra Buildcon Private Limited; Satra Infrastructure
and Land Developers Private Limited; Satra Lifestyles Private Limited;
Satra Estate Development Private Limited, Satra International Realtors
Limited, RRB Realtors Private Limited and Satra Realty and Builders
Limited (erstwhile ''Satra DLH Reality and Builders Limited'')
a) During the year under review, one of the Wholly Owned Subsidiary of
your Company, i.e. Satra Property Developers Private Limited (SPDPL)
acquired 100% stake in Satra Realty and Builders Limited (SRBL) thereby
making SRBL its Wholly Owned Subsidiary and hence becoming deemed
subsidiary of your Company.
b) During the year under review, SPDPL acquired 87.50% stake in RRB
Realtors Private Limited (RRPL) thereby making RRPL its Subsidiary
Company and hence becoming deemed subsidiary of your Company.
c) During the year under review, one of the Wholly Owned Subsidiary of
your Company, i.e. Satra Buildcon Private Limited (SBPL) made
preferential allotment of equity shares. On account of the same, SBPL
ceased to be a Wholly Owned Subsidiary of your Company and continues to
remain a Subsidiary Company.
The Ministry of Corporate Affairs, Government of India has vide
Circular No. 2/2011 dated 8 February 2011 granted general exemption
from attaching the annual accounts of the subsidiaries in the Annual
Report of the Company, subject to fulfillment of certain conditions.
Accordingly, Board of Directors has passed resolution in its meeting
held on 30 May 2014, giving consent for not attaching the Accounts of
the subsidiaries concerned. As directed by the Central Government, the
summarised financials of all the subsidiaries have been furnished under
the heading "Financial Information of Subsidiary Companies under
Section 212(8) of the Companies Act, 1956 for the Financial Year ended
31 March 2014" which forms part of the Annual Report. The Annual
Accounts of these subsidiaries and related detailed information will be
made available to any member of the Company/ its subsidiaries seeking
such information at any point of time and are also available for
inspection by any member of the Company/ its subsidiaries at the
Registered Office of the Company or the respective Subsidiary
Companies.
The Audited Consolidated Financial Statements based on the Financial
Statements received from Subsidiary Companies as approved by their
respective Board of Directors, have been prepared in accordance with
the Accounting Standard- 21Â"Consolidated Financial Statements" and
Accounting StandardÂ23Â"Accounting for Investment in Associates",
notified under Section 211(3C) of the Companies Act, 1956 read with
Companies (Accounting Standards), Rules, 2006, as applicable. Your
Company has presented the Consolidated Financial Statements which forms
part of the Annual Report.
7. DIRECTORS:
Mr. Rajan P. Shah, Director of your Company retires by rotation at the
forthcoming Annual General Meeting and being eligible offers himself
for re-appointment, which the Board recommends.
In terms of the Companies Act, 2013 (hereinafter referred to as ''the
Act'') Independent Directors are required to be excluded while computing
the number of directors to retire by rotation. Accordingly, it is
proposed to change the terms of office of Mr. Praful N. Satra, Chairman
and Managing Director of your Company from non-retiring to retiring by
rotation.
As on the date of this Report, Mr. Vidyadhar D. Khadilkar and Mr.
Vinayak D. Khadilkar are Independent Directors as per Clause 49 of the
Listing Agreement entered into with BSE Limited and were appointed
under the Companies Act, 1956 as Directors liable to retire by
rotation. As per the provisions of Sections 149 and 152 of the Act read
with applicable Rules, the Independent Directors of the Company can
hold office for a term upto 5 consecutive years on the Board of the
Company and shall be eligible for reappointment on passing a special
resolution by the members of the Company and not liable to retire by
rotation.
In order to give effect to the applicable provisions of sections 149
and 152 of the Act, it is proposed that Mr. Vidyadhar D. Khadilkar and
Mr. Vinayak D. Khadilkar be appointed as Independent Directors, to hold
office for a term of 1 year. Your Company has received declarations
from all the Independent Directors of your Company confirming that they
meet the criteria of independence as prescribed under the applicable
provisions of section 149 of the Act and under Clause 49 of the Listing
Agreement.
The relevant details as required under Clause 49 of the Listing
Agreement of the persons seeking appointment/ re-appointment as
Directors is set out in the Annexure to the Notice forming part of the
Annual Report.
8. FIXED DEPOSITS:
During the year under review, your Company has not accepted deposits
from the public within the meaning of Section 58A of the Companies Act,
1956.
9. INSURANCE:
The Assets of your Company have been adequately insured, wherever
necessary.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there have been no material
departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and of the profit or
loss of the Company for the year;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts for the year ended
31 March 2014 on a going concern basis.
11. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
Your Company has been practicing the principles of good Corporate
Governance. A detailed Report on Corporate Governance together with
Management Discussion and Analysis Statement are included in the Annual
Report. M/s. D.M. Zaveri & Co., Company Secretaries, have certified
the Company''s compliance with the requirements of Corporate Governance
in line with Clause 49 of the Listing Agreement and the same is annexed
to the Report on Corporate Governance.
12. SECRETARIAL AUDIT REPORT:
As required under Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed M/s. D.M. Zaveri & Co., Company
Secretaries, to submit a secretarial audit report for the Financial
Year 2014-15.
13. DEPOSITORY SYSTEM:
Your Company''s Equity Shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on 31 March 2014, 96.63% of the Equity
Shares of your Company were held in demat form.
14. COMMENTS IN THE AUDITORS REPORT:
The Auditors have made certain comments in their Report concerning the
Accounts of the Company. The Management puts forth its explanations as
below:
a) The Auditors have made a remark wherein the rate of interest on
which loan has been granted to one of its Subsidiary and one of its
Associate Company is prejudicial to the interests of the Company. The
Management have to state that the said Subsidiary Company and Associate
Company have yet to commence the project and hence it has not provided
for any interest cost in its books of accounts. However, being one of
the shareholders, your Company will get a better realisation of profits
in terms of the capital gains on its investment. Hence, in the opinion
of the management, it is not prejudicial to the interest of your
Company for not charging interest at this juncture.
b) The Auditors have made a remark regarding the Company not having an
internal audit function. The Management have to state that there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventories, fixed assets and sale of commercial/residential premises.
However, we are in process of appointing Internal Auditor.
c) The Auditors have made a remark regarding delays in payment of
statutory dues and pending undisputed statutory dues more than six
months of Rs. 182 Lacs on account of Dividend Distribution Tax, Rs.
529.64 Lacs on account of Income Tax and Rs. 322.89 Lacs on account of
Value Added Tax (hereinafter referred to as ''VAT''). The Management has
to state that, the Company has deposited Rs. 918.34 Lacs towards VAT
and Income Tax during the year ended 31 March 2014. Your Company is
taking necessary steps to collect VAT dues from buyers and also clear
all its outstanding statutory liabilities very soon.
d) The Auditors have made a remark pertaining to the consolidated
financial statements for the non-provision of interest accrued on VAT
liability of Rs. 499.96 Lacs by one of the subsidiary Company. In the
case of Larsen & Toubro, the larger Bench of the Hon''ble Supreme Court
has upheld the constitutional validity for charging VAT on sale of
Flats, Shops, etc. under construction. However, the Hon''ble Supreme
Court has read down the rules 58(1) [rule providing determination of
sales price in case of works contract]. These rules have been
challenged by the Builder''s Association of India before the Hon''ble
Bombay High Court. The outcome of the same is awaited. Further, the
Commissioner of Sales tax, Mumbai has observed that in view of the
pendency of SLP no. 17709 of 2012 before the Hon''ble Supreme Court,
interest though leviable is not recoverable. One of the subsidiaries,
Satra Property Developers Private Limited has filed the VAT returns
under protest and has recognized the VAT liability without accruing for
the interest on VAT amounting to Rs. 499.96 Lacs; pending the said
outcome of the aforementioned case. With reference to the other
remarks of Auditors, the same are self explanatory and do not require
further comments of the Management.
15. AUDITORS:
B S R & Associates LLP, Chartered Accountants (Firm Registration No.:
116231W) and Bhuta Shah & Co., Chartered Accountants (Firm Registration
No.: 101474W), present Statutory Auditors of the Company will retire at
the ensuing Annual General Meeting (hereinafter referred to as ''AGM'').
B S R & Associates LLP, Chartered Accountants (Firm Registration No.:
116231W) and Bhuta Shah & Co., Chartered Accountants (Firm Registration
No.: 101474W) the existing Auditors, have expressed their unwillingness
for re-appointment as Auditors of the Company on their retirement at
the ensuing AGM. GMJ & Co., Chartered Accountants, (Firm Registration
No.: 103429W) have expressed their willingness to act as Statutory
Auditors of the Company, if appointed, and have provided the requisite
documents as required under the Companies Act, 2013. Accordingly, GMJ
& Co., Chartered Accountants, (Firm Registration No.: 103429W) are
proposed to be appointed as Statutory Auditors for their first term of
5 years, to hold the office from the conclusion of forthcoming thirty
first AGM till the conclusion of thirty sixth AGM.
16. PERSONNEL:
During the year under review, your Company has no employees drawing the
remuneration more than the specified limit prescribed under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 as amended.
17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
Your Company has received an amount of AED 2.83 Lacs towards part
interest income accrued in the previous years. Your Company has
incurred expenditure in foreign currency for import of materials by the
Company amounting to Rs. 92.61 Lacs. Since, your Company does not have
any manufacturing activities, the other particulars as required by
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are not applicable to your Company.
18. APPRECIATION:
The Board of Directors expresses their appreciation for the assistance,
guidance, co-operation and support extended to your Company by the
financial institutions, banks, customers, vendors, professionals,
Government authorities and to all the members and Debenture holders of
the Company. Your Directors also place on record their deep sense of
appreciation for the commitment and involvement of the Company''s
executives, staff 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, 25 August 2014
Mar 31, 2013
To The Members of SATRA PROPERTIES (INDIA) LIMITED
The Directors are pleased to present the 30th Annual Report and the
Audited Financial Accounts for the Year ended 31 March 2013.
1) FINANCIAL HIGHLIGHTS:
(Currency - Indian Rs.in Lacs)
Particulars Standalone for the year
2012-13 2011-12
Earnings before Tax 751.13 1,093.99
Less: Taxation 245.98 703.68
Earnings after Tax 505.15 390.31
Add: Balance in Statement of
Profit and Loss brought forward
from previous year 3,337.01 3,593.03
Profit available for appropriation 3,842.16 3,983.34
Less:
Appropriations
Proposed Dividend on Preference Shares 59.20 59.20
Tax on proposed dividend
on preference shares 9.60 9.60
Proposed Dividend on Equity Shares 161.36 161.36
Tax on proposed dividend
on Equity Shares 26.18 26.18
Transfer to debenture
redemption reserve 500.00 390.00
Surplus in the Statement of
Profit and Loss 3,085.82 3,370.00
2) OPERATIONS :
On standalone basis, during the year under review, your Company has
registered a decrease in turnover at Rs. 7,873 lacs as compared to the
previous year''s turnover of Rs. 21,134 lacs. The said downward in
turnover was mainly attributed on account of decrease in the new
bookings as also accompanied with the only marginal increase in
percentage of completion of the ongoing projects and also due to the
non exposure in the TDR business. However, the Profit after Tax has
increased by 29% to Rs. 505 lacs as against Rs. 390 lacs in the previous
year on account of increase in the margin of new bookings took place
during the year under review. 0
The Consolidated turnover of the Company for the year ended 31 March
2013 aggregated to Rs. 8,437 lacs as against Rs. 22,622 lacs for the
previous year. However, the Consolidated Profit after Tax for the year
under review was Rs. 278 lacs as compared to the Consolidated Loss of Rs.
384 lacs in the previous year. The management is putting all its
endeavors for undertaking new projects for development in joint venture
through its subsidiaries and also in case of investment in its foreign
subsidiary to explore the possibility of joint venture in project to
mitigate the risk of further investments.
Your Company has continued its focus on undertaking residential
projects, in particular, SRA and re-development, which involves minimal
capital investment and reduction of debt to minimize the burden of
financial cost.
Brief about various ongoing and upcoming Projects undertaken by your
Company.
a. Satra Plaza, Vashi, Navi Mumbai:
The project at Navi Mumbai offers office spaces ideal for multinational
companies and shops keeping
in view of the nearby APMC market and demand for organized market for
hardware, interior items. Vashi is among the top ten most developed
zones in the Mumbai Metropolitan area. Your Company has successfully
completed the project construction of 1 million sq ft. Also, your
Company has successfully sold out 390 units comprising of 3.79 lacs
sq.ft. of carpet area in the single project.
b. Satra Park, Borivali, Mumbai:
The project situated at Borivali, Mumbai, is the state- of-the-art
residential complex, comprising of a Jain Temple and with artistically
designed interiors and exteriors. It''s a place where every corner is
beautifully designed to enjoy the luxuries and offers a perfect blend
of serene environment and comfortable living.
During 2008-09, your Company had changed the scope of work of said
project from shopping mall to combination of Shops cum 3 residential
towers keeping in view the burgeoning population in the said location.
As for the Shop Segment, the Company has already received part
Occupation Certificate and for the Residential complex, the Company has
completed the structural work and finishing work is in process. Your
Company is targeting to complete the balance project work and deliver
the same in next 6 to 9 months time.
c. Satra Wings, Kalina, Mumbai:
The proposed residential project at Kalina, Mumbai is planned to start
in phases and will consist of varying sizes of apartments ranging from
1 BHK to 2.5 BHK. The Company is in the process of obtaining the
necessary approvals to start the development for the said project. The
said project is strategically located near Air India Colony,
Kalina-Kurla Road and is expected to have aesthetically designed towers
and terraced garden with panaromic airport view. It shall also
encompass all amenities such as Swimming Pool, Jogging Track,
Children''s Play Area, Hi-tech Gymnasium and Efficient car parking
spread on 3 levels.
Projects undertaken by Subsidiary/Associate Companies
d. Satra Hills, Ghatkopar, Mumbai:
The proposed project is under Slum Rehabilitation Scheme awarded to
your Company by the Slum Rehabilitation Authority. Nestled in nature''s
abundance and strategically located in the close proximity to the fast
emerging industrial hub  Ghatkopar. The project is elevated on the
hilly contours that offers kaleidoscopic view of entire Navi Mumbai. It
shall also encompass high rise buildings with high speed elevators and
all amenities such as landscape gardens, swimming pools and gymnasium,
which will make life of patrons cozy than ever.
The Company has already carried out the construction of transit camps
and has shifted most of the tenements to pave the way for construction
of Rehabilitation buildings.
e. Satra''s Eastern Heights, Upper Chembur, Mumbai:
The proposed residential project is a joint development project
undertaken by one of the subsidiary company under a Special Purpose
Vehicle (SPV). With necessary statutory permissions and approvals in
place, the construction work for Rehabiliation building is under
progress. The highlighting features of the project is, a 17 km long
stretch Eastern Freeway connecting South Mumbai and Eastern Suburbs
passing through the plot, having exit and entry just 200 metres away
from the project. This would attempt to eliminate traffic congestion
for commuters plying to and for South Mumbai.
Apart from the above, there are few projects, which are at the initial
stage of negotiation.
3) DIVIDEND:
Your Directors are pleased to recommend, for approval of the members,
Preference Dividend of Rs. 0.80/- per share (@ 8% per share) on 74,00,000
Cumulative Redeemable Preference Shares of Rs. 10/- each for the
Financial Year 2012-13. T h e D iv id e n d p ay o u t o n P referen
ce S h ares, if d eclared as ab o v e, will result in outflow of Rs.
59.20 lacs towards Dividend and Rs. 9.60 lacs towards Dividend Tax,
resulting in total outflow of Rs. 68.80 lacs.
The Directors also recommend, for approval of the members, Dividend of
Rs. 0.10/- per share (@ 5% per share) on 16,13,58,000 Equity Shares of Rs.
2/- each of the Company for the Financial Year 2012-13. The Dividend
payout on Equity Shares, if declared as above, will result in outflow
of Rs. 161.36 lacs towards Dividend and Rs. 26.18 lacs towards Dividend
Tax, resulting in total outflow of Rs. 187.54 lacs.
4) SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES:
During the year under review, your Company has redeemed 2,699 Secured
Redeemable Non-Convertible Debentures of Rs. 1,00,000/- each fully paid
up aggregating to Rs. 2,699 lacs out of the project proceeds. Further,
the Company has during the year ended 31 March 2013, created a
Debenture Redemption Reserve (''DRR'') of Rs. 500 lacs (2012: Rs. 390 lacs)
out of the profits, thereby aggregating the DRR to Rs. 890 lacs.
5) PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES:
Your Company has issued and allotted 1,70,00,000 warrants of Rs. 5.20/-
each with an option to convert each warrant into one equity share of
the nominal value of Rs. 2/- each at a price of Rs. 5.20/- per share,
including premium of Rs. 3.20/- per share aggregating to Rs. 884 lacs to
promoter group on preferential basis on 1 August 2013. Out of the said
amount, your Company has received 25% of the warrant price and the
balance issue price is payable upon exercise of the right to apply for
Equity Shares within a period of 18 months from the date of issue and
allotment of warrants. The object of this preferential issue is to
augment long term resources to fund the growth plans of the Company and
to part finance Company''s capital expenditure, working capital
requirements, repayment of debts / redemption of preference shares,
investments in other projects either directly or through subsidiaries
or through investee companies or in consortium or in joint venture and
for general corporate purposes.
6) SUBSIDIARIES:
Your Company has 6 subsidiaries, namely, Satra Property Developers
Private Limited; Satra Buildcon Private Limited; Satra Infrastructure
and Land Developers Private Limited; Satra Lifestyles Private Limited;
Satra Estate Development Private Limited and Satra International
Realtors Limited.
The Ministry of Corporate Affairs, Government of India has vide
Circular No. 2/2011 dated 8 February 2011 granted general exemption
from attaching the annual accounts of the subsidiaries in the Annual
Report of the Company, subject to fulfillment of certain conditions.
Accordingly, Board of Directors has passed resolution in its meeting
held on 28 May 2013, giving consent for not attaching the Accounts of
the subsidiaries concerned. As directed by the Central Government, the
summarized financials of all the subsidiaries have been furnished under
the heading "Financial Information of Subsidiary Companies under
Section 212(8) of the Companies Act, 1956" which forms part of the
Annual Report. The Annual Accounts of these subsidiaries and related
detailed information will be made available to any member of the
Company/its subsidiaries seeking such information at any point of time
and are also available for inspection by any member of the Company/its
subsidiaries at the Registered Office of the Company or the respective
Subsidiary Companies.
The Audited Consolidated Financial Statements based on the Financial
Statements received from Subsidiary Companies as approved by their
respective Board of Directors, have been prepared in accordance with
the Accounting Standard-21Â"Consolidated Financial Statements" and
Accounting StandardÂ23Â"Accounting for Investment in Associates",
notified under Section 211(3C) of the Companies Act, 1956 read with
Companies (Accounting Standards), Rules, 2006, as applicable. Your
Company has presented the Consolidated Financial Statements which forms
part of the Annual Report.
7) DIRECTORS:
Mr. Vinayak D. Khadilkar, Independent Director of the Company retires
by rotation at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment.
The relevant details as required under Clause 49 of the Listing
Agreement entered into with the Stock Exchange, of the person seeking
re-appointment as Director is set out in the Annexure to the Notice
forming part of the Annual Report.
8) FIXED DEPOSITS :
During the year under review, the Company has not accepted deposits
from the public within the meaning of Section 58A of the Companies Act,
1956.
9) INSURANCE:
The Assets of the Company have been adequately insured, wherever
necessary.
10) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departures except in case of Borivali project wherein the Management
perception has been explained elsewhere in Report.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts for the year
ended 31 March 2013 on a going concern basis.
11) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
Your Company has been practicing the principles of good Corporate
Governance. A detailed Report on Corporate
Governance together with Management Discussion and Analysis Report are
included in the Annual Report. M/s. Hemanshu Kapadia & Associates,
Practicing Company Secretaries, have certified the Company''s compliance
with the requirements of Corporate Governance in line with Clause 49 of
the Listing Agreement and the same is annexed to the Report on
Corporate Governance.
12) DEPOSITORY SYSTEM:
Your Company''s Equity Shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on 31 March 2013, 77.57% of the Equity
Shares of your Company were held in demat form.
13) COMMENTS IN THE AUDITORS REPORT:
The Auditors have made certain comments in their Report concerning the
Accounts of the Company. The Management puts forth its explanations as
below:
a) As regards the auditors remark on inclusion of cost of Rs.
157,974,510/- to Construction work-in-progress on account of
significant change in the structural plan of project Satra Park at
Borivali, the management is of the view that the change in the
structural plan of the project from commercial shopping mall to shops
cum residential complex, resulted in improving the overall
profitability of the project and the said cost will be charged to the
statement of profit and loss over the period of project along with
other project cost. Out of the said amount of Rs. 157,974,510/-, your
Company has already charged Rs. 99,443,141/- to the statement of profit
and loss on recognition of revenue from the project upto 31 March 2013
and balance amount of Rs. 58,531,369/- shall be charged to the statement
of profit and loss on further recognition of revenue from the said
project.
b) The Auditors have made a remark wherein the rate of interest on
which loan has been granted to one of its Associate Company is
prejudicial to the interests of the Company. The Management have to
state that the said Associate Company has yet to commence the project
and hence it has not provided for any interest cost in its books of
accounts. However, being one of the shareholders, your Company will get
a better realisation of profits in terms of the capital gains on its
investment. Hence, in the opinion of the management, it is not
prejudicial to the interest of your Company for not charging interest
at this juncture.
c) The Auditors have made a remark regarding the Company not having an
internal audit function. The Management have to state that there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventories, fixed assets and sale of commercial/residential premises.
However, we are in the process of appointing Internal Auditor.
d) The Auditors have made a remark regarding delays in payment of
statutory dues and pending undisputed statutory dues more than six
months of Rs. 12,947,303/- on account of Dividend Distribution Tax and Rs.
60,437,979/- on account of Income Tax. The Management has to state that
the Company has deposited Rs. 1,134 lacs during the year ended 31 March
2013 and a further amount of Rs. 51.36 lacs during the period ended 30
June 2013. Your Company is taking necessary steps to clear its
outstanding statutory liabilities very soon.
e) The Auditors have made a remark regarding defaults in certain cases
wherein the Company has defaulted in repayment of dues to its bankers
and debenture holders at various dates during the year. The Management
have to state that the same has already been made good by the Company
as at the year end. Also, with respect to the remark regarding the
default existing at balance sheet date to a lender bank, the Company
has satisfied the said loan subsequent to the balance sheet date.
Also, inspite of the recession in the Real Estate Industry and
liquidity constraints continuing since 2008-09, your Company has repaid
project loan to all its bankers and financial institutions amounting to
more than Rs. 250 crores in the past 3 years.
f) The Auditors have made a remark pertaining to the consolidated
financial statements for the non-provision of interest accrued on Value
Added Tax (VAT) liability of Rs. 41,614,167/- by one of the subsidiary
Company. The said subsidiary Company has provided for VAT liability in
its books of accounts which is to be recovered from the buyers of the
premises. However, the applicability of VAT on under construction of
property is challenged by Maharashtra Chamber of Housing Industry
(MCHI) in the Hon''ble Supreme Court and the final verdict on the
applicability of VAT is still awaited.
With reference to the other remarks of Auditors, the same are self
explanatory and do not require further comments of the Management.
14) AUDITORS:
The Company''s Auditors, B S R & Associates, Chartered Accountants, and
Bhuta Shah & Co., Chartered Accountants, retire at the conclusion of
the forthcoming 30th Annual General Meeting and are eligible for
re-appointment. The retiring auditors have furnished a Certificate of
their eligibility for re-appointment under Section 224(1)(B) of the
Companies Act, 1956 and have indicated their willingness for
re-appointment.
Pursuant to the recommendation of the Audit Committee at their meeting
held on 28 May 2013 for re-appointment of B S R & Associates and Bhuta
Shah & Co., as the
Statutory Auditors of the Company for the Financial Year 2013-14 to
hold office till the conclusion of next Annual General Meeting of the
Company, the Board of Directors have, at their meeting held on 28 May
2013 recommended re-appointment of B S R & Associates and Bhuta Shah &
Co., as the Statutory Auditors of the Company for the Financial Year
2013-14 to hold office till the conclusion of the next Annual General
Meeting of the Company. Their re-appointment is subject to the
approval of the Shareholders of the Company at the forthcoming Annual
General Meeting of the Company.
15) PERSONNEL:
The Company is professionally managed and has very cordial relationship
with all its employees. Highly qualified personnel from the field of
engineering, finance and administration assist the top-level
management. Your Directors wish to place on record their deep
appreciation of the dedicated and efficient services rendered by them.
Dur ing the year under review, the Company has no employees drawing the
remuneration more than the specified limit prescribed under Section
217(2A) of the Companies Act, 1956 read wit h Compa n ies ( Pa rt icu l
a rs of E mployees) Ru les, 1975 as amended.
16) PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The Company has no foreign exchange earnings and outgo during the year.
Since the Company does not have any manufacturing activities, the other
particulars as required by Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 are not applicable to the Company.
17) APPRECIATION:
The Board of Directors expresses their deep gratitude for the
assistance and guidance and support extended to the Company by its
Customers, Vendors, Bankers, Professionals and various Government
Authorities and to all the Shareholders and Debenture holders of
Company. Your Directors also place on record the commitment and
involvement of the employees at all levels and looks forward to their
continued co-operation.
For and on behalf of the Board
of Directors
Satra Properties (India) Limited
Praful N. Satra
Chairman and Managing Director
Mumbai, 12 August 2013
Mar 31, 2012
To, The Members of SATRA PROPERTIES (INDIA) LIMITED
The Directors are pleased to present the 29th Annual Report and the
Audited Financial Accounts for the Year ended 31 March 2012.
1) FINANCIAL HIGHLIGHTS:
(Currency - Rs. in Lacs)
Particulars Standalone for the year
2011-12 2010-11
Earnings before tax 1,093.99 767.42
Less: Taxation 703.68 320.05
Earnings after tax 390.31 447.37
Add: Balance in Statement of Profit and
Loss brought forward from previous year 3,593.03 3,402.85
Profit available for appropriation 3,983.35 3,850.22
Less: Appropriations
Proposed Dividend on Preference Shares 59.20 59.20
Tax on proposed dividend on preference shares 9.60 9.83
Proposed Dividend on Equity Shares 161.36 161.36
Tax on proposed dividend on Equity Shares 26.18 26.80
Transfer to debenture redemption reserve 390.00 -
Surplus in the Statement of Profit and Loss 3,337.01 3,593.03
2) OPERATIONS:
On standalone basis, during the year under review, your Company
registered an increase of 70% in the Revenue to Rs. 21,134 Lacs as
compared to the previous year's turnover of Rs. 12,404 Lacs. The said
increase was mainly attributed to booking of incremental revenues on
completion and delivering of project and partly due to closure of few
deals in TDRs. The Profit before Tax increased 45% to Rs. 1,093.99 Lacs
as against Rs. 767.42 Lacs in the previous year.
The Consolidated turnover of the Company for the year ended 31 March
2012 aggregated to Rs. 22,622 Lacs as against Rs. 14,744 Lacs for the
previous year. However the Consolidated Profit after Tax for the
previous year was Rs. 2,427.19 Lacs which was reduced by Rs. 2,811.17 Lacs
resulting in a Consolidated loss of Rs. 383.98 Lacs for the year under
review. The loss was as a resultant of recessionary trends mainly in
the Real Estate sector in the Middle East countries, where your
Company's Foreign subsidiary was unable to start its project as
envisaged. However, the management is putting all its endeavors to
explore the possibility of joint venture in the project and also to
reduce its stake in the foreign subsidiary to secure its principal
investment and to mitigate the risk of further investments.
Your Company has continued its focus on undertaking residential
projects, in particular, SRA and re-development, which involves minimal
capital investment and reduction of debt to minimize the burden of
financial cost.
Brief about various Projects undertaken by your company.
a. Satra Plaza, Vashi, Navi Mumbai:
The project at Navi Mumbai offers office spaces ideal for multinational
companies and shops keeping in view of the nearby APMC market and
demand for organized market for hardware, interior items. Vashi is
among the top ten most developed zones in the Mumbai Metropolitan area.
During the year under review, your Company has completed and delivered
the project.
As your Company adopts Sale model, it has already sold about 95% of the
area and is targeting to generate revenues by selling the balance area
in the project.
b. Satra Park, Borivali, Mumbai:
A highly affluent residential locality at Shimpoli started out as a
small village community which has now receded to a corner of the
locality to accommodate the high-rise apartment blocks. Your Company
changed the scope of work of said project from shopping mall to
combination of shopping centre cum 3 residential towers which also
comprises of a Jain Temple, keeping in view the burgeoning population
in the said location.
Subsequent to the completion of construction work under Shop Segment,
the Company has already received part Occupation Certificate. The RCC
work of the residential segment is completed about 80%. On getting the
necessary and timely approvals, your Company is targeting to complete
the balance construction work and deliver the said Residential project
in next 12-18 months.
Projects undertaken by Subsidiary company
c. Dreams the Mall, Bhandup, Mumbai:
The said joint venture project of 8 Lacs sq. ft. located at the
junction of LBS Marg and Bhandup Railway Station is duly completed. The
said project is intermingling of retail, multiplex and amusement with
ample parking spaces. Your Company has successfully encashed the value
of remaining unsold units in the project in the current year and
thereby achieving the targeted revenue and profit thereon.
d. Satra Hills, Ghatkopar, Mumbai:
The proposed project is under Slum Rehabilitation Scheme awarded to
your Company by the Slum Rehabilitation Authority. The said project is
situated in the vicinity of Ghatkopar (West) and its hilly location
will add value and aesthetic touch to the project. The proposed project
is expected to have artistically designed interiors and exteriors with
grand entrance lobby. It shall also encompass high rise buildings with
high speed elevators and all amenities such as landscape gardens,
swimming pools and gymnasium, which will make life of patrons cozy than
ever.
The Company has already carried out the construction of 3 transit camps
out of 4 transit camp some of the slum dwellers are already shifted
while 4th is on the verge of completion. Further it has received
approval for construction of Rehabilitation building, which is going on
in full swing.
Apart from the above, there are other projects undertaken by its
associate companies and few projects are under initial stage of
negotiation.
3) ISSUE OF SECURED REDEEMABLE NON- CONVERTIBLE DEBENTURES:
During the year, your Company has issued on private placement basis
Secured Redeemable Non-Convertible Debentures of Rs. 1,00,000/- each
fully paid up aggregating to Rs. 9,300 Lacs. Your Company has made an
early redemption of 1,437 Debentures out of the project proceeds
aggregating to Rs. 14.37 Crores upto 31 March 2012.
4) DIVIDEND:
Your Directors are pleased to recommend, for approval of the members,
Preference Dividend of Rs. 0.80 per share (@8% per share) on 74,00,000
Cumulative Redeemable Preference Shares of Rs. 10/- each for the
Financial Year 2011-12. The Dividend payout on Preference Shares, if
declared as above, will result in outflow of Rs. 59.20 Lacs towards
Dividend and Rs. 9.60 Lacs towards Dividend Tax, resulting in total
outflow of Rs. 68.80 Lacs.
The Directors also recommend, for approval of the members, Dividend of
Rs. 0.10 per share (@ 5% per share) on 16,13,58,000 Equity Shares of Rs.
2/- each of the Company for the Financial Year 2011-12. The Dividend
payout on Equity Shares, if declared as above, will result in outflow
of Rs. 161.36 Lacs towards Dividend and Rs. 26.18 Lacs towards Dividend
Tax, resulting in total outflow of Rs. 187.54 Lacs.
5) SUBSIDIARIES:
Your Company has 6 subsidiaries, namely, Satra Property Developers
Private Limited; Satra Buildcon Private Limited; Satra Infrastructure
and Land Developers Private Limited; Satra Lifestyles Private Limited;
Satra Estate Development Private Limited and Satra International
Realtors Limited.
The Ministry of Corporate Affairs, Government of India has vide
Circular No. 2/2011 dated 8 February 2011 granted general exemption
from attaching the annual accounts of the subsidiaries in the Annual
Report of the Company, subject to fulfillment of certain conditions.
Accordingly, Board of Directors has passed resolution in its meeting
held on 30 May 2012, giving consent for not attaching the Accounts of
the subsidiaries concerned. As directed by the Central Government, the
summarized financials of all the subsidiaries have been furnished under
the heading "Financial Information of Subsidiary Companies under
Section 212(8) of the Companies Act, 1956" which forms part of the
Annual Report.
The Annual Accounts of these subsidiaries and related detailed
information will be made available to any member of the Company / its
subsidiaries seeking such information at any point of time and are also
available for inspection by any member of the Company / its
subsidiaries at the Registered Office of the Company or the respective
Subsidiary Companies.
The Audited Consolidated Financial Statements based on the Financial
Statements received from Subsidiary Companies as approved by their
respective Board of Directors, have been prepared in accordance with
the Accounting Standard-21 - "Consolidated Financial Statements"
and Accounting Standard-23 - "Accounting for Investment in
Associates", notified under Section 211(3C) of the Companies Act,
1956 read with Companies (Accounting Standards), Rules, 2006, as
applicable. Your Company has presented the Consolidated Financial
Statements which forms part of the Annual Report.
6) DIRECTORS:
Mr. Vidyadhar D. Khadilkar, Independent Director of the Company retires
by rotation at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment.
The relevant details as required under Clause 49 of the Listing
Agreement entered into with the Stock Exchanges, of the person seeking
re-appointment as Director is set out in the Annexure to the Notice
forming part of the Annual Report.
7) FIXED DEPOSITS:
During the year under review, the Company has not accepted deposits
from the public within the meaning of Section 58A of the Companies Act,
1956.
8) INSURANCE:
The Assets of the Company have been adequately insured, wherever
necessary.
9) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Director's Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departures except in case of Borivali project wherein the Management
perception has been explained elsewhere in Report.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts for the year
ended 31 March 2012 on a going concern basis.
10) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
Your Company has been practicing the principles of good Corporate
Governance. A detailed Report on Corporate Governance together with
Management Discussion and Analysis Report are included in the Annual
Report. M/s. Hemanshu Kapadia & Associates, Practicing Company
Secretaries, have certified the Company's compliance with the
requirements of Corporate Governance in line with Clause 49 of the
Listing Agreement and the same is annexed to the Report on Corporate
Governance.
11) DEPOSITORY SYSTEM:
Your Company's Equity Shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on 31 March 2012, 77.60% of the Equity
Shares of your Company were held in demat form.
12) COMMENTS IN THE AUDITORS REPORT:
The Auditors have made certain comments in their Report concerning the
Accounts of the Company. The Management puts forth its explanations as
below:
a) The Auditors have made a remark regarding the Borivali project
wherein construction cost arising out of significant change in
structural plan of the project have been provided in work-in-progress
instead of charging to the Statement of Profit and Loss. The Management
is of the view that during the Financial Year ended 2008-09, the
Company had changed the structural plan of the Borivali Project from
Commercial complex to Commercial cum residential complex to improve the
overall profitability of the project. As a result, in order to
facilitate the construction as per revised plan, certain existing
structures at the site have been demolished subsequent to the year
ended 31 March 2009. Management has revised its estimated cost to
complete the revised commercial cum residential project and still
believes that the overall margins of the revised project will be
adequate to recover the construction cost of demolished area. Hence,
the construction cost of demolished area continues to be included in
the construction work-in-progress and has not been charged to the
Statement of Profit and Loss to the extent of Rs. 157,974,510 during the
years ended as 31 March 2009; 31 March 2010; 31 March 2011, out of
which Rs. 77,535,650 has been charged to the Statement of Profit and Loss
on recognition of Revenue from the project and the balance of Rs.
80,438,860 continues to be a part of construction work-in-progress for
the year ended 31 March 2012 and the same shall be charged to the
Statement of Profit and Loss over the period of the project.
b) The Auditors have made a remark regarding pending quantification of
the Value Added Tax (VAT) collectable from customers, the VAT payable
to the government authorities and the VAT to be charged to the
statement of profit and loss on the part of the Company. The Management
is of the view that the Company is in the process of ascertaining of
the applicability of the certain recent judicial pronouncements with
respect to VAT. MCHI has already filed Special Leave Petition in the
Honourable Supreme Court against the judgement of Ho'ble High Court,
Mumbai and further, the outcome of Larsen & Toubro Limited versus State
of Karnataka is also awaited. Hence, the Management is of the opinion
that under the circumstances, it would be premature to hold whether the
contracts entered into for sale of units under construction by the
Company in the state of Maharashtra constitutes "works contracts"
and the quantification of the tax liability thereon, if any and its
impact on the Statement of profit and loss would be determined at the
time of assessment. Pending quantification, the Company has not
recognised the VAT collectable from customers, the VAT payable to the
government authorities and the VAT to be charged to the statement of
profit and loss, if any. In opinion of the Management, the impact of
such non-recognition will not be material.
c) The Auditors have made a remark regarding the Company not having an
internal audit function. The Management have to state that there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventories, fixed assets and sale of commercial/residential premises.
However, we are in the process of appointing Internal Auditor.
d) The Auditors have made a remark regarding delays in payment of
statutory dues and pending undisputed statutory dues more than six
months of Rs. 80,39,147/- on account of Dividend Distribution Tax; Rs.
7,74,90,141/- on account of Income Tax and Rs. 1,69,502/- on account of
Works Contract Tax. The Management has to state that during the year
under review, the Company was facing liquidity constraints on account
of continuing recession in the Real Estate Industry, which has affected
the overall business and performance of the Company to a very large
extent. Hence, your Company could not make its commitment towards
payment of its statutory dues in time. Your Company is confident to
meet its outstanding statutory liabilities very soon.
e) The Auditors have made a remark regarding defaults in certain cases
wherein the Company has delayed in repayment of dues to its bankers and
financial institutions at various dates during the year which have also
been made good as at the year end. The Management have to state that
during the year under review, the Company was facing liquidity
constraints on account of continued recession in the Real Estate
Industry, which had affected the business and overall performance of
the Company in terms of generating fresh sales, completing the projects
as per the scheduled time and liquidation of Debtors in time, etc. to a
very large extent. However, your Company has repaid most of the dues of
the bankers/ financial institutions and is in the process to clear the
balance outstanding dues very soon.
With reference to the other remarks of Auditors, the same are self
explanatory and do not require further comments of the Management.
13) AUDITORS:
The Company's Auditors, M/s. B S R & Associates, Chartered
Accountants, and M/s. Bhuta Shah & Co., Chartered Accountants, retire
at the conclusion of the forthcoming 29th Annual General Meeting and
are eligible for re-appointment. The retiring auditors have furnished a
Certificate of their eligibility for re-appointment under Section
224(1) (B) of the Companies Act, 1956 and have indicated their
willingness for re-appointment.
Pursuant to the recommendation of the Audit Committee at their meeting
held on 25 May 2012 for re-appointment of M/s. B S R & Associates and
M/s. Bhuta Shah & Co., as the Statutory Auditors of the Company for the
Financial Year 2012-13 to hold office till the conclusion of next
Annual General Meeting of the Company, the Board of Directors have, at
their meeting held on 30 May 2012 recommended re-appointment of M/s. B
S R & Associates and M/s. Bhuta Shah & Co., as the Statutory Auditors
of the Company for the Financial Year 2011-12 to hold office till the
conclusion of the next Annual General Meeting of the Company. Their
re-appointment is subject to the approval of the Shareholders of the
Company at the forthcoming Annual General Meeting of the Company.
14) PERSONNEL:
The Company is professionally managed and has very cordial relationship
with all its employees.
Highly qualified personnel from the field of engineering, finance and
administration assist the top-level management. Your Directors wish to
place on record their deep appreciation of the dedicated and efficient
services rendered by them.
During the year under review, the Company has no employees drawing the
remuneration more than the specified limit prescribed under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 as amended.
15) PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The Company has no foreign exchange earnings and outgo during the year.
Since the Company does not have any manufacturing activities, the other
particulars as required by Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 are not applicable to the Company.
16) APPRECIATION:
The Board of Directors expresses their deep gratitude for the
assistance and guidance and support extended to the Company by its
Customers, Vendors, Bankers, Professionals and various Government
Authorities and to all the Shareholders of Company. Your Directors also
place on record the commitment and involvement of the employees at all
levels 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 2012
Mar 31, 2011
To ,
The Members,
SATRA PROPERTIES (INDIA) LIMITED
The Directors are pleased to present the 28th Annual Report and the
Audited Accounts for the Financial Year ended 31 March 2011.
1. FINANCIAL HIGHLIGHTS:
The Financial Performance of your Company for the Financial Year ended
31 March 2011 is summarized below:
(Currency à Indian Rupees in Lacs)
FINANCIAL RESULTS
Particulars Standalone
Current Previous
Year Year
Net Sales/Income from Operations 12,404.32 20,670.37
Earnings before Interest,Depreci
ation, Taxes and 3,823.98 4,447.76
Amortisation (EBIDTA)
Less: Financial expenses 2,870.97 2,950.36
Earnings before Depreciation, Taxes
and Amortisation (EBDTA) 953.01 1,497.40
Less: Depreciation 88.31 90.25
Less: Amortisation - -
Earnings before Tax (EBT) 864.70 1,407.15
Less: Provision for Tax
- Current Year 207.82 233.30
- Prior Year Charge 225.24 155.51
- Deferred Tax Charge/(credit) (15.73) 160.88
Earnings after Tax (EAT) 447.37 857.46
Add: Balance brought forward from
previous year 3,402.85 2,795.36
Add: Share of Profits in Associates - -
Profit available for appropriation 3,850.22 3,652.82
Less: Appropriations
Transfer to General Reserves - -
Proposed Dividend on Preference
Shares 59.20 59.20
Proposed Dividend on Equity Shares 161.36 155.36
Tax on Dividends 36.63 35.41
Balance Profit c/f to Balance Sheet 3,593.03 3,402.85
Particulars Consolidated
Current Previous
Year Year
Net Sales/Income from Operations 14,744.22 22,159.10
Earnings before Interest,Depreci
ation, Taxes and 7,910.47 5,659.13
Amortisation (EBIDTA)
Less: Financial expenses 3,623.01 3,324.37
Earnings before Depreciation, Taxes
and Amortisation (EBDTA) 4,287.46 2,334.76
Less: Depreciation 110.36 113.64
Less: Amortisation 325.50 325.50
Earnings before Tax (EBT) 3,851.60 1,895.62
Less: Provision for Tax
- Current Year 1,086.62 536.05
- Prior Year Charge 352.89 333.88
- Deferred Tax Charge/(credit) (15.10) 160.20
Earnings after Tax (EAT) 2,427.19 865.49
Add: Balance brought forward from
previous year 3,320.02 2,843.35
Add: Share of Profits in Associates - 0.67
Profit available for appropriation 5,747.21 3,709.51
Less: Appropriations
Transfer to General Reserves 243.69 89.89
Proposed Dividend on Preference
Shares 59.20 59.20
Proposed Dividend on Equity Shares 161.36 155.36
Tax on Dividends 85.14 85.04
Balance Profit c/f to Balance Sheet 5,197.82 3,320.02
2. OPERATIONS:
Although the upward trend in the GDP of Indian economy, the real estate
sector continued to face the liquidity constraints on account of the
tightening monetary policy by RBI and the rising figures of inflation.
Inspite of the above odds, your Company has successfully tackled the
challenges and has continued on its path for achieving success.
On standalone basis your Company registered a turnover of Rs. 12,404
Lacs over previous years Rs. 20,670 Lacs. Accordingly, Profit after
Tax decreased from Rs. 857 Lacs to Rs. 447 Lacs. Effectively, the
Earning Per Share (EPS) for the year 2010-11 was at Re. 0.24 as
compared to Re. 0.51 for the previous year.
The Consolidated revenues of the Company witnessed a turnover of Rs.
14,744 Lacs as compared to the previous year of Rs. 22,159 Lacs.
However, the consolidated Net profit increased from Rs. 865 Lacs to Rs.
2,427 Lacs, an increase ascertainable to the substantial earnings from
the sale of investments in a special purpose company by the Subsidiary
Company.
Your Company has continued its focus on the undertaking of residential
projects, in particular, projects for re-development and SRA, which
involves a minimal capital investment and reduction of debt to minimize
the burden of financial cost.
Brief about various Projects undertaken by your Company.
a) Satra Plaza, Vashi, Navi Mumbai:
Navi Mumbai is organised, but not too large or crowded like "the big
cityÃ, has led to the continued growth of its resident and commuter
population. Vashi is among the top ten most developed zones in the
Mumbai Metropolitan area. A Business Paradise, keeping in view the
current business culture the said project is being developed for shops
and commercial offices. The project offers nano offices ideal for APMC
Merchants and also organised markets for hardware and interior items.
The Company is in the process to receive Occupation Certificate in due
course.
b) Satra Galleria, Mavoor Road, Calicut (Kozhikode):
Calicut is one of the main commercial cities of Kerala. The economy is
mainly business oriented. The Project situated at Mavoor Road, is
being developed in combination of Hotel cum Shopping Mall keeping in
view the patrons requirement. "Satra Galleriaà is the one of the
project to have permission for multiplex cinema in Kerala. The said
project has been already completed and delivered to one of the reputed
investor.
c) Prime Down Town, Hughes Road, Mumbai:
Your Company had undertaken the proposed residential project at Hughes
Road, Mumbai in joint venture with other developers. During the year,
your Company has divested its stake in the project.
d) Satra Galleria, Nayi Sarak, Jodhpur:
A well known city for its handicrafts work, after which tourism is the
second largest industry of Royal City (JODHPUR), featuring its forts,
palaces, temples and a number of historical monuments dot the city and
surrounding region. Pursuing to the market trends of real estate
industry, your Company has changed the scope of the project from
"Shopping Mallà to "Shopping Mall cum HotelÃ. The RCC work of the
project is completed upto 39% and further approvals for plans are
awaited.
e) Satra Park, Borivali, Mumbai:
A highly affluent residential locality at Shimpoli started out as a
small village community which has now receded to a corner of the
locality to accommodate the high-rise apartment blocks. Your Company
changed the scope of work of said project from shopping mall to
combination of shopping centre cum 3 residential towers which also
comprises of a Jain Temple, keeping in view the burgeoning population
in the said location.
The work of Shop area is completed in all respect and the RCC work of
the residential towers is completed about 35%. Your Company is in the
process of getting part occupation in the project with respect to the
shops.
Projects undertaken by Subsidiary Company
f) Dreams the Mall, Bhandup, Mumbai:
The said joint venture project of 8 Lacs sq. ft. located at the
junction of LBS Marg and Bhandup Railway Station is duly completed. The
said project is intermingling of retail, multiplex and amusement with
ample parking spaces. During the year under review, your Company has
sold some of its unsold units and your Company is confident of
encashing the value of remaining unsold units in the project in the
current year and thereby achieving the targeted revenue and profit
thereon.
g) Satra Hills, Ghatkopar, Mumbai:
The proposed project is under Slum Rehabilitation Scheme awarded to
your Company by the Slum Rehabilitation Authority. The said project is
situated in the vicinity of Ghatkopar (West) and its hilly location
will add value and aesthetic touch to the project. The proposed project
is expected to have artistically designed interiors and exteriors with
grand entrance lobby. It shall also encompass high rise buildings with
high speed elevators and all amenities such as landscape gardens,
swimming pools and gymnasium, which will make life of patrons cozy than
ever.
The Company has already received necessary permission from various
statutory authorities for construction of 4 temporary transit camps
comprising of Ground 7 storey; out of which the construction of 3
transit camps are completed and construction of 4th transit camp
alongwith temporary relocation of slum dwellers is in process.
3. PREFERENTIAL ISSUE OF EQUITY SHARES:
During the year, your Company had allotted 60,00,000 Equity Shares at
the price of Rs. 20/- per Equity Share (Face Value Per Share Rs. 2/-
and Premium Rs. 18/-) aggregating to Rs. 12 Crores to one of the
investor on preferential basis.
4. DIVIDEND:
Your Directors are pleased to recommend, for approval of the members,
Preference Dividend of Re. 0.80 per share (@8% per share) on 74,00,000
Cumulative Redeemable Preference Shares of Rs. 10/- each for the
Financial Year 2010-11. The Dividend payout on Preference Shares, if
declared as above, will result in outflow of Rs. 59.20 Lacs towards
Dividend and Rs. 9.83 Lacs towards Dividend Tax, resulting in total
outflow of Rs. 69.03 Lacs.
The Directors also recommend, for approval of the members, Dividend of
Re. 0.10 per share (@ 5% per share) on 16,13,58,000 Equity Shares of
Rs. 2/- each of the Company for the Financial Year 2010-11. The
Dividend payout on Equity Shares, if declared as above, will result in
outflow of Rs. 161.36 Lacs towards Dividend and Rs. 26.80 Lacs towards
Dividend Tax, resulting in total outflow of Rs. 188.16 Lacs.
5. SUBSIDIARIES:
Your Company has 6 subsidiaries, namely, Satra Property Developers
Private Limited; Satra Buildcon Private Limited; Satra Infrastructure
and Land Developers Private Limited; Satra Lifestyles Private Limited;
Satra Estate Development Private Limited and Satra International
Realtors Limited.
The Ministry of Corporate Affairs, Government of India has vide
Circular No. 2/2011 dated 8 February 2011 granted general exemption
subject to fulfillment of certain conditions from attaching the Balance
Sheet of the Subsidiaries to the Balance Sheet of the Company without
making an application for exemption. Accordingly, the Balance Sheet,
Profit and Loss Account and other documents of the subsidiary companies
are not being attached with the Balance Sheet of the Company. As
directed by the Central Government, the summarized financials of all
the Subsidiaries have been furnished under the heading "Financial
Information of Subsidiary Companies under Section 212(8) of the
Companies Act, 1956Ã which forms part of the Annual Report. The Annual
Accounts of these subsidiaries and related detailed information will be
made available to any member of the Company/its subsidiaries seeking
such information at any point of time and are also available for
inspection by any member of the Company/its subsidiaries at the Head
Office/Registered Office of the Company. The Annual Accounts of the
said Subsidiaries will also be available for inspection, as above, at
the Head Offices/Registered Offices of the respective Subsidiary
Companies.
The Audited Consolidated Financial Statements based on the Financial
Statements received from Subsidiary Companies as approved by their
respective Board of Directors, have been prepared in accordance with
the Accounting StandardÃ21Ã"Consolidated Financial Statementsà and
Accounting StandardÃ23Ã"Accounting for Investment in AssociatesÃ,
notified under Section 211 (3C) of the Companies Act, 1956 read with
Companies (Accounting Standards), Rules, 2006, as applicable. Your
Company has presented the Consolidated Financial Statements which forms
part of the Annual Report.
6. DISSOLUTION OF THE COMMITTEES:
Being non-functional, your Company has dissolved three of its
Committees, namely à Remuneration Committee, Rights Issue Committee and
Amalgamation Committee w.e.f. 11 May 2011.
7. DIRECTORS :
The term of appointment of Mr. Praful N. Satra as Managing Director was
expiring on 12 May 2011. Accordingly, the Board of Directors in their
meeting held on 11 May 2011 re-appointed Mr. Praful N. Satra as
Managing Director w.e.f. 13 May 2011 for a further period of 5 years.
The resolution for re-appointment will be recommended for the approval
of the members in the Notice of the 28th Annual General Meeting.
Mr. Rajan P. Shah ceased to be Whole Time Director w.e.f. 12 May 2011
on expiry of his term. However, he continues to act as a Non-Executive
Director of the Company w.e.f. 13 May 2011. Mr. Rajan P. Shah, Director
of the Company retires by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re-appointment.
The relevant details as required under Clause 49 of the Listing
Agreement entered into with the Stock Exchanges, of the person seeking
re-appointment as Director is set out in the Annexure to the Notice
forming part of the Annual Report.
8. FIXED DEPOSITS:
During the year under review, the Company has not accepted deposits
from the public and shareholders.
9. INSURANCE:
The Assets of the Company have been adequately insured, wherever
necessary.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director's Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departures except in case of Borivali project wherein the Management
perception has been explained elsewhere in Report.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts for the year
ended 31 March 2011 on a going concern basis.
11. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
Your Company has been practicing the principles of good Corporate
Governance. A detailed Report on Corporate Governance together with
Management Discussion and Analysis Report are included in the Annual
Report. M/s. Hemanshu Kapadia & Associates, Practicing Company
Secretaries, have certified the Company's compliance with the
requirements of Corporate Governance in line with Clause 49 of the
Listing Agreement and the same is annexed to the Report on Corporate
Governance.
12. DEPOSITORY SYSTEM:
Your Company's Equity Shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on 31 March 2011, 76.86% of the Equity
Shares of your Company were held in demat form.
13. AUDITORS REPORT:
The Auditors have made certain comments in their Report concerning the
Accounts of the Company. The Management puts forth its explanations as
below:
1. The Auditors have made a remark regarding the Borivali project
wherein construction cost arising out of significant change in
structural plan of the project have been provided in work-in-progress
instead of charging to Profit and Loss Account. The Management is of
the view that during the Financial Year ended 2008-09, the Company had
changed the structural plan of the Borivali Project from Commercial
complex to Commercial cum residential complex to improve the overall
profitability of the project. As a result, in order to facilitate the
construction as per revised plan, certain existing structures at the
site have been demolished subsequent to the year ended 31 March 2009.
Management has revised its estimated cost to complete the revised
commercial cum residential project and still believes that the overall
margins of the revised project will be adequate to recover the
construction cost of demolished area. Hence, the construction cost of
demolished area continues to be included in the construction
work-in-progress and has not been charged to the Profit and Loss
Account during the years ended 31 March 2009; 31 March 2010 and 31
March 2011 respectively.
2. The Auditors have made a remark regarding the Company not having an
internal audit function. The Management have to state that there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventories, fixed assets and sale of commercial/residential premises.
However, we are in the process of appointing an Internal Auditor.
3. The Auditors have made a remark regarding non-payment of undisputed
statutory dues more than six months wherein the Company has not paid
statutory dues of Rs. 26,86,545/- on account of Dividend Distribution
Tax; and Rs. 6,92,46,492/- on account of Income Tax. The Management has
to state that during the year under review, the Company was facing
liquidity constraints on account of earlier years recession in the
economy, particularly in the Real Estate Industry, which had affected
the business and performance of the Company in terms of generating
fresh sales, completing the projects as per the scheduled time and
liquidation of Debtors in time, etc. to a very large extent. Hence,
your Company could not make its commitment towards payment of its
statutory dues in time. However, the Management has taken effective
steps to pa y the dues of Income Tax amounting to Rs. 17,89,002/-. Your
Company is confident to meet its other outstanding statutory
liabilities very soon.
The Auditors have made a remark regarding defaults in certain cases
wherein the Company has defaulted in repayment of dues to its bankers
and financial institutions at various dates during the year which have
also been made good as at the year end. The Management have to state
that during the year under review, the Company was facing liquidity
constraints on account of earlier years recession in the economy, which
had affected the business and overall performance of the Company in
terms of generating fresh sales, completing the projects as per the
scheduled time and liquidation of Debtors in time, etc. to a very large
extent. However, your Company has cleared most of the dues and is in
the process to clear the balance dues very soon.
With reference to the other remarks of Auditors, the same are self
explanatory and do not require further comments of the Management.
14. AUDITORS:
The Company's Auditors, M/s. B S R & Associates, Chartered Accountants,
and M/s. Bhuta Shah & Co., Chartered Accountants, retire at the
conclusion of the forthcoming 28th Annual General Meeting and are
eligible for re-appointment. The retiring auditors have furnished a
Certificate of their eligibility for re-appointment under Section
224(1)(B) of the Companies Act, 1956 and have indicated their
willingness for re-appointment.
Pursuant to the recommendation of the Audit Committee at their meeting
held on 26 M ay 2011 for re-appointment of M/s. B S R & Associates and
M/s. Bhuta Shah & Co., as the Statutory Auditors of the Company for the
Financial Year 2011-12 to hold office till the conclusion of next
Annual General Meeting of the Company, the Board of Directors have, at
their meeting held on 27 May 2011 approved re-appointment of M/s. B S R
& Associates and M/s. Bhuta Shah & Co., as the Statutory Auditors of
the Company for the Financial Year 2011-12 to hold office till the
conclusion of the next Annual General Meeting of the Company. However,
their re-appointment is subject to the approval of the Shareholders of
the Company at the forthcoming Annual General Meeting of the Company.
15. COST AUDIT:
The Central Government has not recommended cost audit of the Company
during the year under consideration.
16. PERSONNEL:
The Company is professionally managed and has very cordial relationship
with all its employees. Highly qualified personnel from the field of
engineering, finance and administration assist the top-level
management. Your Directors wish to place on record their deep
appreciation of the dedicated and efficient services rendered by them.
The Company has no employees drawing the remuneration more than the
specified limit prescribed under Section 217(2A) of the Companies Act,
1956 (Particulars of Employees) Rules, 1975 during the year under
review.
17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The Company has no foreign exchange earnings and outgo during the year.
Since the Company does not have any manufacturing activities, the other
particulars as required by Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of particulars in the report of Board
of Directors) Rules, 1988 are not applicable to the Company.
18. APPRECIATION:
The Board of Directors expresses their deep gratitude for the
assistance and guidance and support extended to the Company by its
Customers, Vendors, Bankers, Professionals and various Government
Authorities and to all the Shareholders of Company. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continued co-operation.
For and on behalf of the Board of Directors
Praful N. Satra
Chairman and Managing Director
Mumbai, 27 May 2011
Mar 31, 2010
The Directors are pleased to present the 27th Annual Report and the
Audited Accounts for the Financial Year Ended March 31,2010.
1. FINANCIAL HIGHLIGHTS:
The Financial Performance of the Com pany for the Financial Year ended
March 31, 2010 is summarized below:
(Currency-INR in Lacs)
FINANCIAL RESULTS
Particulars Current Year Previous Year
Net Profit before Tax 1,407.15 493.35
Less: Provision for Tax
-Current Year 233.30 332.09
-Prior Year Charge 155.51 190.29
-Deferred Tax Charge/(credit) 160.88 (201.56)
Fringe benefits Tax
-Current Year ...... 4.39
-Prior Year Charge ...... 0.51
Net Profit after Tax 857.46 167.63
Add: Balance brought forward from
previous year 2,795.36 2,672.17
Profit available for appropriation 3,652.82 2,839.80
Less: Appropriation
Proposed Dividend on Preference Shares 59.20 59.20
Tax on Proposed Dividend on
Preference Shares 9.60 10.06
Proposed Dividend on Equity Shares 155.36 ......
Tax on proposed Dividend on Equity
Shares/credit availed on Dividend
Distribution Tax paid by the Subsidiary
Company 25.81 (24.82)
Balance Profit c/f to Balance Sheet 3,402.85 2,795.36
2. OPERATIONS:
The Market environment in the previous Financial Year was challenging
on account of the global economic meltdown and overall recession in the
economy, particularly in the Real Estate industry. However, your
Company has successfully tackled the challenges and has made a
remarkable performance.
During the year under review, your Company has achieved a substantial
growth and registered a turnover of Rs. 206.70 Crores, an increase of
95.22% over previous years Rs. 105.88 Crores. Also, Profit after Tax
has increased from Rs. 1.68 Crores to Rs. 8.57 Crores, a significant
increase of 411.52%
Driven by tremendous increase in the turnover and profits, your Company
has achieved an Earning Per Share (EPS) of Rs. 0.51 over previous years
Rs. 0.06.
Now, your Company looks forward to strengthen its position further in
the Real Estate scenario.
Your Company has of late started focusing on the residential segment of
its business. It is of the opinion that this segment is comparatively
less affected by the current fall in demand for the real estate
projects. Also, demand-supply variances persist in this segment. The
Company further views that the demand for such properties are expected
to increase continuously with the growth in the Indian economy and
urbanization, resulting in strong growth potential in the affordable
price range.
With a view to meet its expansion plans, the Company is embarking on
redevelopment and SRA projects in order to reduce the capital
investments to minimal level.
Status of the ongoing Projects as on March 31,2010:
a. Satra Plaza, Vashi, Navi Mumbai:
Navi Mumbai is organized, but not too large or crowded like "the big
city", has led to the continued growth of its resident and commuter
population. Vashi is among the top ten most developed zones in the
Mumbai Metropolitan area. A Business Paradise, keeping in view the
current business culture the said project is being developed for shops
and commercial offices. The project offers nano offices ideal for APMC
Merchants and also organized markets for hardware & interior items. The
total RCC work is completed and finishing work is on the verge of
completion. Vashi has grown to become the commercial heart of Navi
Mumbai.
b. Satra Galleria, Mavoor Road, Calicut (Kozhikode):
Calicut is one of the main commercial cities of Kerala. The economy is
mainly business oriented. The Project situated at Mavoor Road, is being
developed in combination of Hotel cum Shopping Mall keeping in viewthe
patrons requirement. "Satra Galleria" is the only project to have
permission for multiplex cinema in Kerala. Some of the leading Brands
like Reliance Trendz, Reliance Vision Express, Puma, Archies, Navigator
etc. have already tied up and other leading brands have shown keen
interest in getting associated with the project. The RCC work of the
said project has been already completed and the project is on the verge
of completion.
c. Satra Galleria, Nayi Sarak, Jodhpur:
A well known city for its handicrafts work, after which tourism is the
second largest industry of Royal City (JODHPUR), featuring its forts,
palaces, temples and a number of historical monuments dot the city and
surrounding region. Pursuing to the market trends of real estate
industry, your Company have changed the scope of the project from
"Shopping Mall" to "Shopping Mall cum Hotel". The RCC work of the
project is completed upto 35%.
d. Satra Park, Borivali, Mumbai:
A highly affluent residential locality at Shimpoli started out as a
small village community which has now receded to a corner of the
locality to accommodate the high-rise apartment blocks. Your Company
changed the scope of work of said project from shopping mall to
combination of shopping centre cum 3 residential towers which also
comprises of a Jain Temple, keeping in view the burgeoning population
in the said location.
The RCC work of Shopping Centre is completed and RCC work of the
residential towers has been completed about 35%. Earlier, the said
Project was in Joint Development with Satra having 65% stake in area
available for sale. With a focus on the residential projects and a
strong demand of residents in the surrounding locality your Company has
during the Financial Year 2009-10, acquired the balance of 35% stake.
3. DIVIDEND:
Based on the Companys remarkable performance, the Directors are
pleased to recommend, for approval of the members, Preference Dividend
of Re. 0.80 per share (@ 8% per share) on 74,00,000 Cumulative
Redeemable Preference Shares of Rs. 10/- each for the Financial Years
2008-09 and 2009-10 respectively. The Final Dividend payout on
Preference Shares, if declared as above, will result in outflow of Rs.
118.40 Lacs towards Dividend and Rs. 19.66 Lacs towards Dividend Tax,
resulting in total outflow of Rs. 138.06 Lacs.
The Directors also recommend, for approval of the members, a Final
Dividend of Re. 0.10 per share (@ 5% per share) on 15,53,58,000 Equity
Shares of Rs. 2/- each of the Company for the Financial Year 2009-10.
The Final Dividend payout on Equity Shares, if declared as above, will
result in outflow of Rs. 155.36 Lacs towards Dividend and Rs. 25.80
Lacs towards Dividend Tax, resulting in total outflow of Rs. 181.16
Lacs.
4. SUBSIDIARIES:
Your Company has 6 subsidiaries, namely, Satra Property Developers
Private Limited; Satra Buildcon Private Limited; Satra Infrastructure
and Land Developers Private Limited; Satra Lifestyles Private Limited;
Satra Estate Development Private Limited and Satra International
Realtors Limited. Your Company has been exempted by the Central
Government (Ministry of Corporate Affairs) vide their letter no.
47/324/2010-CL-lII dated April 06, 2010 under Section 212 (8) of the
Companies Act, 1956 from attaching the Annual Accounts i.e. Directors
Report, Auditors Report, Balance Sheet, Profit & Loss A/c, Cash Flow
Statement and Balance Sheet Abstract & Companys General Business
Profile thereon of its Subsidiary Companies for the year ended March
31, 2010. Shareholders who wish to have a copy of the Annual Accounts
and detailed information on any Subsidiary Company may write to the
Subsidiary Company and/or to your Company for the same. The Annual
Accounts of the Subsidiary Companies will also be kept for inspection
by any member at the respective registered offices of the Company and
its Subsidiary Companies.
As directed by the Central Government, the summarized financials of all
the Subsidiaries have been furnished under the heading "Financial
Information of Subsidiary Companies" which forms part of the Annual
Report.
Further, the audited Consolidated Financial Statements based on the
Financial Statements received from Subsidiary Companies, as approved by
their respective Board of Directors, have been prepared in accordance
with the Accounting Standard - 21 - "Consolidated Financial Statements"
and Accounting Standard - 23 - "Accounting for Investment in
Associates", notified under Section 211 (3C) of the Companies Act, 1956
read with Companies (Accounting Standards), Rules, 2006, as applicable.
Your Company has presented the Consolidated Financial Statements which
forms part of the Annual Report.
5. DISINVESTMENT IN COMPANY:
During the year under review, your Company had disinvested its holding
in an associate i.e. Shravan Developers Private Limited.
6. RECONSTITUTE OF THE COMMITTEES:
Pursuant to the resignation tendered by Mr. K. Jawahar Mahi, an
Independent Director of the Company during the year under review, the
Board of Directors reconstituted the Board and Committees as follows:
(A) Audit Committee
Names of Members Designation
Mr.VinayakD.Khadilkar Chairman
Mr.Vidyadhar D.Khadilkar Member
Mr. Rajan P. Shah Member
(B) Shareholders Grievance Committee
Names of Members Designation
Mr.Vidyadhar D.Khadilkar Chairman
Mr.Vinayak D.Khadilkar Member
Mr. Rajan P. Shah Member
(C) Investment Committee
Names of Members Designation
Mr. Praful N. Satra Chairman
Mr. Rajan P. Shah Member
Mr.Vinayak D.Khadilkar Member
(D) Borrowing Committee
Names of Members Designation
Mr. Praful N. Satra Chairman
Mr. Rajan P. Shah Member
Mr.Vidyadhar D.Khadilkar Member
(E) Rights Issue Committee
Names of Members Designation
Mr. Praful N. Satra Chairman
Mr. Rajan P. Shah Member
Mr.Vidyadhar D.Khadilkar Member
7. DIRECTORS:
During the year under review, Mr. K. Jawahar Mahi, Independent Director
of the Company has resigned (w.e.f. January 6, 2010).
Mr. Vinayak D. Khadilkar, Independent Director of the Company retires
by rotation at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment.
The relevant details as required under Clause 49 of the Listing
Agreement entered into with the Stock Exchanges, of the person seeking
re-appointment as Director is set out in the Annexure to the Notice
forming part of the Annual Report.
8. COMPANY SECRETARY:
During the year under review, Mr. Vicky M. Kundaliya, Company Secretary
of the Company has resigned (w.e.f. November30, 2009). Mr. Manan Y.
Udani has been appointed as the Company Secretary of the Company
(w.e.f. November 30, 2009).
9. FIXED DEPOSITS:
During the year under review the Company has not accepted deposits from
the public and shareholders.
10. INSURANCE:
The Assets of the Company has been adequately insured, wherever
necessary.
11. DIRECTORSRESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departures except in case of Borivali project wherein the Management
perception has been explained elsewhere in Report.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair viewof the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts for the year
ended March 31, 2010 on a going concern basis.
12. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
Your Company has been practicing the principles of good Corporate
Governance. A Report on Corporate Governance along with a certificate
from M/s. Hemanshu Kapadia & Associates, Practicing Company
Secretaries, regarding compliance of requirements of Corporate
Governance in line with Clause 49 of the Listing Agreement validating
our claim is attached to this Report, as also a Management Discussion
and Analysis Statement.
13. AUDITORSREPORT:
The Auditors have made certain comments in their Report concerning the
Accounts of the Company. The Management puts forth its explanations as
below:
1. The Auditors have made a remark regarding the Borivali project
wherein construction cost arising out of significant change in
structural plan of the project have been provided in work in progress
instead of charging to Profit and Loss Account. The Management is ofthe
view that during the Financial Year ended 2008-09, the Company had
changed the structural plan of the Borivali Project from Commercial
complex to Commercial cum residential complex to improve the overall
profitability of the project. As a result, in order to facilitate the
construction as per revised plan, certain existing structures at the
site had been demolished subsequent to the year ended March 31, 2009.
Management has revised its estimated cost to complete the revised
commercial cum residential project and still believes that the overall
margins of the revised project will be adequate to recover the
construction cost of demolished area. Hence, the construction cost of
demolished area continues to be included in the construction
work-in-progress and has not been charged to the Profit and Loss
Account during the years ended March 31, 2009 and March 31, 2010
respectively.
2. The Auditors have made a remark regarding the Company not having an
internal audit function. The Management have to state that there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventories, fixed assets and sale of commercial/residential premises.
However, we are in the process of appointing an Internal Auditor.
3. The Auditors have made a remark regarding non-payment of undisputed
statutory dues more than six months wherein the Company has not paid
statutory dues of Rs. 1,053,834/- on account of Works Contract Tax, Rs.
24,26,658/- on account of Dividend Distribution Taxand Rs.
7,95,22,124/- on account of Income Tax. The Management have to state
that during the year under review, the Company was recovering itself
from previous years recession in the economy, particularly in the Real
Estate Industry, which had affected the business and performance of the
Company in terms of generating fresh sales, completing the projects as
per the scheduled time and liquidation of Debtors in time, etc. to a
very large extent. Hence, your Company could not make its commitment
towards payment of its statutory dues in time. However, the Management
has taken effective steps to liquidate its debtors and it has paid the
entire dues of Works Contract Taxand dues of Income Tax towards TDS
amounting to Rs. 1,11,34,282/-. Your Company is confident to meet its
other outstanding statutory liabilities very soon.
4. The Auditors have made a remark regarding defaults in certain cases
wherein the Company has defaulted in repayment of dues to its bankers
and financial institutions at various dates during the year which have
also been made good as at the year end. The Management have to state
that during the year under review, the Company was recovering itself
from previous years overall recession in the economy, particularly in
the Real Estate Industry, which had affected the business and overall
performance of the Company in terms of generating fresh sales,
completing the projects as per the scheduled time and liquidation of
Debtors in time, etc. to a very large extent. However as on date, your
Company has already cleared all its dues that were outstanding as on
March 31, 2010.
With reference to the other remarks of Auditors, the same are self
explanatory and do not require further comments of the Management.
14. AUDITORS:
The Companys Auditors, M/s. B S R & Associates, Chartered Accountants,
and M/s. Bhuta Shah & Co., Chartered Accountants, retire at the
conclusion of the forthcoming 27th Annual General Meeting and are
eligible for re-appointment. The retiring auditors have furnished a
Certificate of their eligibility for re-appointment under Section 224(1
)(B) of the Companies Act, 1956 and have indicated their willingness
for re-appointment.
Pursuant to the recommendation of the Audit Committee at their meeting
held on August 9, 2010 for re-appointment of M/s. B S R & Associates
and M/s. Bhuta Shah & Co., as the Statutory Auditors of the Company for
the Financial Year 2010- 11 to hold office till the conclusion of next
Annual General Meeting of the Company, the Board of Directors have, at
their meeting held on August 12, 2010 approved re-appointment of M/s. B
S R & Associates and M/s. Bhuta Shah & Co., as the Statutory Auditors
of the Company for the Financial Year2010-11 to hold office till the
conclusion of the next Annual General Meeting of the Company. However,
their re-appointment is subject to the approval of the Shareholders of
the Company at the forthcoming Annual General Meeting of the Company.
15. PERSONNEL:
The Company is professionally managed and has very cordial relationship
with all its employees. Highly qualified personnel from the field of
engineering, finance and administration assist the top-level
management. Your Directors wish to place on record their deep
appreciation of the dedicated and efficient services rendered by them.
The Company has no employees drawing the remuneration more than the
specified limit prescribed under Section 217(2A) of the Companies Act,
1956 (Particulars of Employees) Rules, 1975 during the year under
review.
16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EARNING AND OUTGO:
The Company has no foreign exchange earnings and outgo during the year.
Since the Company does not have any manufacturing activities, the other
particulars as required by Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of particulars in the report of Board
of Directors) Rules, 1988 are not applicable to the Company.
17. APPRECIATION:
The Board of Directors expresses their deep gratitude for the
assistance and guidance and support extended to the Company by its
Customers, Vendors, Bankers, Professionals and various Government
Authorities and to all of the Shareholders of Company. Your Directors
also place on record the commitment and involvement of the employees at
all levels and looks forward to their continued co-operation.
For and on behalf of the Board of Directors
Praful N.Satra
Chairman and Managing Director
Mumbai, August 12, 2010