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Directors Report of Satra Properties (India) Ltd.

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-21—"Consolidated Financial Statements" and Accounting Standard—23—"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- 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.

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-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.

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, 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



 
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