Notes to Accounts of Satra Properties (India) Ltd.

Mar 31, 2016

1. Rights, preferences and restrictions attached to shares Equity shares:

The Company has only one class of equity shares having a par value of Rs. 2 each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. During the year ended 31 March 2016, the Company has proposed final dividend of Rs. 0.10 per equity share (2015: final dividend of Rs. 0.10 per equity share). In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to their shareholding.

Notes:

A. Details of security on loans

(i) Non Convertible Debentures (NCD) are secured against first equitable mortgage over the leasehold rights on plot at Jodhpur and charge over escrow account on receivables from the project situated at Jodhpur. The interest on debentures is 12% p.a. with 9 months compounding, payable at the time of redemption. The NCD is redeemable from April 2017 to December 2017. During the year company has redeemed 100 nos. of debentures.

(ii) Bank overdraft of Rs. 0.85 crores (2015: Rs. 0.81 crores) is secured against fixed deposits and interest rate is bank rate plus 2%.

(iii) Commercial equipment loans (2 nos.) are secured by hypothecation of the respective equipment purchased. The loans are repayable in equated monthly installments of Rs. 59,870 for each loan beginning from the month subsequent to the taking of the loan. The last installment for the loans are due in August 2019.

(iv) Term loan of Rs. 31.04 crore was secured by way of first and exclusive charge on unsold units / flats in project situated at Borivali along with receivables, pari passu charge on land and receivables from project at Kalina. Also over specific unsold units and receivables from specific sold / unsold units in the project at Vashi. The loan carried an interest rate of 19% p.a. and was repayable in 4 equal quarterly installments of Rs. 8.125 crores started from May 2015.

(v) Term Loan of Rs. 54.82 crores is secured by way of first and exclusive charge on unsold units / flats in project situated at Borivali along with receivables, pari passu charge on land and receivables from project at Kalina. Also over specific unsold units and receivables from specific sold / unsold units in the project at Vashi. The loan carries an interest rate of 22% p.a. and is repayable in 4 equal quarterly installments of Rs. 15.00 crores started from end of 39th month from the date of first disbursement.

(vi) Bank overdraft of Rs. 2.60 crores (2015: Rs. Nil) carries an interest rate of base rate plus 2.90% to 3% p.a.

(vii) Rs. Nil (2015: 0.65 crore) term loan carried an interest rate of 19% p.a. which was payable in lump sum by 7 September 2015.

(viii) Term loan of Rs. 19.96 crores (2015: Rs. 10.76 crores) carries an interest rate of 17.85% p.a. and is secured by personal assets of directors/ shareholders. The term loan is repayable in equated monthly installment of Rs. 72,30,479 (including interest) starting from June 2016. The last installment is due by May 2019.

(ix) All the above term loans, bank overdraft and the debentures are secured by personal guarantees of director/shareholders of the Company.

(x) Other unsecured loans are repayable on demand and carrying interest rates ranging up to 18% p.a.

(i) Depreciation aggregating Rs. 717,176 (2014: Rs. 471,218) has been transferred to ‘construction work-in-progress’ and Rs. 106,659 (2014: Rs. NIL) has been transferred to ‘investment under construction property’.

(ii) Pursuant to the enactment of Companies Act 2013, the Company had applied the estimated useful lives as specified in Schedule II, Accordingly the unamortized carrying value is being depreciated / amortized over the revised/ remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1 April 2014 had been adjusted, in the opening balance of Profit and Loss Account amounting to Rs. 798,089 (net of tax of Rs. 383,303).

2. SEGMENT REPORTING

The Company is operating in the real estate and construction industry and has only domestic sales. Therefore, the Company has only one reportable business segment, which is real estate development and trading in properties and transferable development rights and construction contracts and only one reportable geographical segment. Accordingly, these financial statements are reflective of the information required by the Accounting Standard 17 on ‘Segment reporting’.

Estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The Company’s liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable.

ii) Defined contribution plan

Contribution to provident and other funds aggregating to Rs. 1,573,969 [2015: Rs. 1,029,292] is recognized as an expense and included in “Employee benefits expense”.

iii) Compensated absences

Compensated absences for employee benefits of '' 638,147 [2015: Rs. 430,919] has been recognised as a gain/expense during the year.

3. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. The Company has not received any information from the “suppliers” regarding their status under the Micro Small and Medium Enterprises Development Act, 2006.

4. OTHER MATTERS

i) In format in with regard to other matters specified in Schedule III of the Act, is either nil or not applicable to the Company for the year.

ii) In the opinion of the directors, current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business. Sundry Debtors, Creditors and advances are subject to confirmation.

iii) In the opinion of the directors, provision has been made for all known liabilities and the same is not in excess of the amounts considered reasonably necessary.

5. Details of loans given, Investments made and guarantee given covered u/s 186 (4) of the Companies Act, 2013 are given under respective heads. [Refer Note 28 and Note 35].

6. PRIOR YEAR COMPARATIVES

Previous year’s figures have been regrouped / reclassified wherever necessary, to conform to current year’s classification.

---

Mar 31, 2015

1 COMPANY OVERVIEW

The Company was incorporated on 30 May 1983 as Express Leasing Limited. The name of the Company was changed to Satra Properties (India) Limited ('the Company') on 8 December 2005. The Company is engaged in the business of real estate development and trading in properties, transferable development rights and construction contracts.

2. Rights, preferences and restrictions attached to shares Equity shares :

The Company has only one class of equity shares having a face value of ? 2 each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. During the year ended 31 March 2015, the Company has proposed final dividend of? 0.10 per equity share (2014: final dividend of Rs. 0.10 per equity share). In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to their shareholding.

Preference shares :

7,400,000 8% cumulative redeemable preference shares ofRs. 10 each were redeemed on 2 February 2014.

A. Details of security on loans

(i) Non-Convertible Debentures (NCD) are secured against first equitable mortgage over the leasehold rights on plot atjodhpur and charge over escrow account on receivables from the project situated at jodhpur. The interest on debentures is 18% p.a. with 9 months compounding, payable at the time of redemption. The NCD is redeemable from April 2016 to December 2016.

(ii) Bank overdraft of Rs. 0.81 crore (2014 : Rs. 1.27 crores) is secured against fixed deposits and interest rate is bank rate plus 2%.

(iii) Rs. Nil (2014 : Rs. 27.61 crores) was secured against registered mortgage on land at Kalina, Mumbai along with charge on Escrow account of receivables of other projects. Further, unsold units of two other projects have been mortgaged. The loan carried an interest rate of 24% p.a. and was fully repayable on or before 30 September 2014.

(iv) Term Loan of Rs. 31.04 crores is secured by way of first and exclusive charge on unsold units/flats in project situated at Borivali along with receivables, pari passu charge on land and receivables from project at Kalina. Also over specific unsold units and receivables from specific sold/unsold units in the project at Vashi. The loan carries an interest rate of 19% p.a. and is repayable in 4 equal quarterly installment of Rs. 8.125 crores starting from May 2015.

(v) Rs. 0.65 crore (2014 : 0.65 crore) term loan carries an interest rate of 19% p.a. which is payable in lump sum by 7 September 2015.

(vi) Term loan of Rs. 10.76 crores carries an interest rate of 18% p.a. and is secured by personal assets of directors/shareholders. The term loan is repayable in equated monthly installement of Rs. 72,30,479 (including interest) starting from April 2016. The last installment is due by March 2018.

(vii) All the above term loans, bank overdraft and the debentures are secured by personal guarantees of director/shareholders of the Company.

(viii) Unsecured loans are repayable on demand and carrying interest rates ranging between 12 % p.a. to 18% p.a.

3. CONTINGENCIES

Particulars 2015 2014

Income tax liabilities under dispute 171,626,367 120,495,941

Corporate guarantee given on behalf of Satra Buildcon Private Limited to IDBI Bank for sanction of loan amounting of 130 crores 600,000,000 -

4. SEGMENT REPORTING

The Company is operating in the real estate and construction industry and has only domestic sales. Therefore, the Company has only one reportable business segment, which is real estate development and trading in properties and transferable development rights and construction contracts and only one reportable geographical segment. Accordingly, these financial statements are reflective of the information required by the Accounting Standard 17 on 'Segment reporting'.

The Company's liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable.

ii) Defined contribution plan

Contribution to provident and other funds aggregating to Rs. 1,029,292 [2014: Rs. 683,821] is recognised as an expense and included in "Employee benefits expense".

iii) Compensated absences

Compensated absences for employee benefits of Rs. 430,919 [2014: Rs. 302,710] has been recognised as a gain/expense during the year.

5. RELATED PARTY DISCLOSURES A Parties where control exists:

I. Praful N. Satra —Chairman and Managing Director (also key managerial personnel)

II. Subsidiaries

* Satra Property Developers Private Limited

* Satra Buildcon Private Limited

* Satra Estate Development Private Limited

* Satra Infrastructure and Land Developers Private Limited

* Satra Lifestyles Private Limited

* Satra International Realtors Limited, UAE

III. Step down subsidiaries

* Satra Realty and Builders Limited [Formerly known as "Satra DLH Reality and Builders Limited]

* RRB Realtors Private Limited [w.e.f. 12July 2013]

B Other related parties:

I. Associates

* C. Bhansali Developers Private Limited

II. Entities over which key managerial personnel or their relatives exercises significant influence

* Shravan Developers Private Limited

* Satra Property Development Private Limited

* Satra Infrastructure Development Private Limited

* Satra Land Development Private Limited

6. RELATED PARTY DISCLOSURES (CONTINUED)

B. Other related parties: (Continued)

II. Entities over which key managerial personnel or their relatives exercises significant influence (Continued)

* Savla Realtors and Developers Private Limited

* Satra Re-Development Company Limited

* Satra Retail Private Limited

* Prime Developers

* Prime Bond Industries

III. Relative of Key Managerial Personnel

* Rushabh Praful Satra

* Vrutika Praful Satra

* Nisha Rajan Shah

currency. Indian Rupees)

7. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. On the basis of the information and records available with the management, there are no parties registered as Micro, Small and Medium Enterprises.

8. OTHER MATTERS

i) Information with regard to other matters specified in Schedule III of the Act, is either nil or not applicable to the Company for the year.

ii) In the opinion of the directors, current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realised in the ordinary course of business. Sundry Debtors, Creditors and advances are subject to confirmation.

iii) In the opinion of the directors, provision has been made for all known liabilities and the same is not in excess of the amounts considered reasonably necessary.

iv) The company has delayed in making payment of interest of Rs.13,381,223 in respect of one of the short term borrowing from others, that was due on 31st March 2015 and the same was paid before 17th April 2015.

9. Details of loan given, Investments made and guarantee given covered u/s 186 (4) of the Companies Act, 2013 are given under respective heads. [refer note 28 and note 35].

10. TRANSFER PRICING

The Company's management is of the opinion that its international transactions are at arm's length as per the independent accountants report for the year ended 31 March 2014. Further, the Indian Finance Bill, 2012 had sought to bring in certain class of domestic transactions in the ambit of the transfer pricing regulations with effect from 1 April 2012. The management has commenced discussions with their tax consultants to carry out a detailed domestic transfer pricing study for the year ended 31 March 2015 (which will include the determination of arm's length pricing and maintaining appropriate documentation) in accordance with these regulations. Management continues to believe that its international transactions post March 2014 and the specified domestic transactions covered by the new regulations continue to be at arm's length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on the amount of tax expense and that of provision of taxation.

11. PRIOR YEAR COMPARATIVES

Previous year's figures have been regrouped / reclassified wherever necessary, to conform to current year's classification.

---

Mar 31, 2014

1. COMPANY OVERVIEW

The Company was incorporated on 30 May 1983 as Express Leasing Limited. The name of the Company was changed to Satra Properties (India) Limited (''the Company'') on 8 December 2005. The Company is engaged in the business of real estate development and trading in properties and transferable development rights.

2. Rights, preferences and restrictions attached to shares Equity shares:

The Company has only one class of equity shares having a face value of Rs. 2 each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. During the year ended 31 March 2014, the Company has proposed final dividend of Rs. 0.10 per equity share (2013: final dividend of Rs. 0.10 per equity share). In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to their shareholding.

3. Preference shares:

7,400,000 8% cumulative redeemable preference shares of Rs. 10 each were redeemable at par on 2 February 2014 with an option to the Company to exercise put/call option for early redemption. Preference shares carried a preferential right as to dividend over equity shareholders. Where dividend on cumulative preference shares were not declared for a financial year, the entitlement thereto were carried forward. The preference shares were entitled to one vote per share at meetings of the Company on any resolutions of the Company directly affecting their rights. However, a cumulative preference shareholder acquired voting rights on par with an equity shareholder if the dividend on preference shares had remained unpaid for a period of not less than two years. In the event of liquidation, preference shareholders had a preferential right over equity shareholders to be repaid to the extent of capital paid-up and dividend in arrears on such shares. The Company has redeemed all its preference shares as per schedule during the year.

4. Notes:

A Details of security on loans

(i) Non-Convertible Debentures (NCD) are secured against first equitable mortgage over the leasehold rights on plot at Jodhpur and charge over escrow account on receivables from the project situated at Jodhpur. The interest on debentures is 18% p.a. with 9 months compounding, payable at the time of redemption. The NCD is redeemable after completion of 12 months from the end of the month of allotment of debentures i.e. due dates ranging from April 2015 to July 2015.

(ii) Non Convertible Debentures were secured against a first and exclusive mortgage and charge over the unsold units, development rights, receivables and charge over escrow account on receivables from the project situated at Borivali. The interest on debentures was 23% p.a payable quarterly. These debentures were redeemable in five installments of Rs. 18.60 crores each due in September 2012, December 2012 and three installments due on or before 31 March 2014 and these have been redeemed during the year.

(iii) Bank overdraft of Rs. 1.27 crores (2013: Rs. 0.50 crores) is secured against fixed deposits and interest rate is bank rate plus 2%.

(iv) Bank overdraft of Rs. Nil (2013: Rs. 1.44 crores) was secured against subservient charge on all current assets and fixed deposits and interest rate was BPLR plus 50 basis points. Overdraft was repayable in four installments ranging from Rs. 2 crores to Rs. 5.25 crores starting from December 2011 to May 2013.

(v) Rs. 27.61 crores (2013: Rs. 48.22 crores) is secured against registered mortgage on land at Kalina, Mumbai alongwith charge on Escrow account of receivables of other projects. Further, unsold units of two projects have been mortgaged. The loan carries an interest rate of 24% p.a. and is fully repayable on or before 30 September 2014.

(vi) Term loan of Rs. 32.50 crores is secured by way of first end exclusive charge on project situated at Borivali and receivables of the project and carries an interest rate of 19% p.a. payable quarterly. The loan is repayable in 4 equal quarterly installments of Rs. 8.125 crores starting from May 2015.

(vii) Term loan of Rs. 10 crores carried an interest @ 24% p.a. payable quarterly and was repayable in 10 equal monthly installments of Rs. 1 crore each starting from April 2014. However the said term has been repaid before the agreed repayment schedule.

(viii) Rs. 0.65 crore term loan carries an interest rate of 19% p.a. which was payable in lump sum by 8 September 2013. However, the tenor for principal repayment has been extended and the revised principal repayment will be in lump sum by 7 September 2014.

(ix) All the above term loans, the bank overdraft and the debentures are secured by personal guarantees of director/shareholders of the Company.

(x) Unsecured loans are repayable on demand and carrying interest rates ranging upto 18% p.a.

Details of security on loans

(i) Vehicle loan was secured by hypothecation of the respective vehicle purchased. Payment of equated monthly installments of Rs. 32,879 commenced from the month subsequent to taking the loan i.e. July 2008. The last installment was due by June 2013.

(ii) Vehicle loans were secured by hypothecation of the respective vehicles purchased. Payment of equated monthly installments ranging from Rs. 9,300 to Rs. 66,800 commenced from the month subsequent to taking the loan i.e. various dates between April 2010 to February 2011. The last installment for the various loans ranged from March 2013 to December 2013.

5. RELATED PARTY DISCLOSURES

A Parties where control exists:

I. Praful N. Satra —Chairman and Managing Director (also key managerial personnel)

II. Subsidiaries

* Satra Property Developers Private Limited

* Satra Buildcon Private Limited

* Satra Estate Development Private Limited

* Satra Infrastructure and Land Developers Private Limited

* Satra Lifestyles Private Limited

* Satra International Realtors Limited, UAE

III. Step down subsidiaries

* Satra Realty and Builders Limited [Formerly known as "Satra DLH Reality and Builders Limited]

* RRB Realtors Private Limited [w.e.f. 12 July 2013]

B Other related parties:

I. Associates

* C. Bhansali Developers Private Limited

II. Entities over which key managerial personnel or their relatives exercises significant influence

* Shravan Developers Private Limited

* Satra Property Development Private Limited

* Deepmala Infrastructure Private Limited [upto 22 January 2014]

* Prime Multi Tiles Trading Private Limited

* Satra Infrastructure Development Private Limited [upto 14 June 2013]

* Satra Land Development Private Limited [upto 14 June 2013]

* Savla Realtors and Developers Private Limited

* Satra Re-Development Company Limited

* Satra Retail Private Limited

* Prime Developers

* Prime Bond Industries

* Henry Hill International [upto 31 March 2014]

III. Relative of Key Managerial Personnel

* Rushabh Praful Satra

* Vrutika Praful Satra

* Nisha Rajan Shah

6. OTHER MATTERS

Information with regard to other matters specified in Revised Schedule VI of the Act, is either nil or not applicable to the Company for the year.

7. Based on confirmation obtained by management, the Company had written back provision of interest on unsecured borrowings of Rs. 14,60,62,000 on account of renegotiation of terms with two lenders during the previous financial year.

8. The auditors had made a remark regarding the Borivali project wherein construction cost arising out of significant change in structural plan of the project had been included in work-in-progress instead of charging to 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 project to improve the overall profitability. As a result, in order to facilitate the construction as per revised plan, certain existing structures at the site had been demolished during the year ended 31 March, 2009. During the year ended 31 March 2014 the Company sold all the remaining units of the said project and consequently charged balance cost of construction of Rs. 5,85,31,369 to its statement of profit and loss leaving no inventory of units to be sold, thus resolving auditor''s remarks of earlier periods.

9. TRANSFER PRICING

The Company''s management is of the opinion that its international transactions are at arm''s length as per the independent accountants report for the year ended 31 March 2013. Further, the Indian Finance Bill, 2012 had sought to bring in certain class of domestic transactions in the ambit of the transfer pricing regulations with effect from 1 April 2012. The management has commenced discussions with their tax consultants to carry out a detailed domestic transfer pricing study for the year ended 10 March 2014 (which will include the determination of arm''s length pricing and maintaining appropriate documentation) in accordance with these regulations. Management continues to believe that its international transactions post March 2013 and the specified domestic transactions covered by the new regulations continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on the amount of tax expense and that of provision of taxation.

10. PRIOR YEAR COMPARATIVES

Previous year''s figures have been regrouped/reclassified wherever necessary, to conform to current year''s classification;

* Refund adjusted against provision for taxation (net of advance tax) grouped under Short-term provisions of Rs. 1,41,01,615 (2013: Rs. 1,41,01,615) have been reclassified as advance tax and tax deducted at source grouped under Long-term loans and advances.

* Unsecured borrowings ''from others'' grouped under Short-term borrowings of Rs. 7,98,71,213 (2013: 7,98,71,213) have been reclassified as interest accrued and due on borrowings ''Inter corporate loans'' grouped under Other current liabilities.

---

Mar 31, 2013

1. COMPANY OVERVIEW

The Company was incorporated on 30 May 1983 as Express Leasing Limited. The name of the Company was changed to Satra Properties (India) Limited (''the Company'') on 8 December 2005. The Company is engaged in the business of real estate development and trading in properties and transferable development rights.

2. CONTINGENCIES

2013 2012

Income Tax liabilities under dispute 110,285,407 17,917,120

3. SEGMENT REPORTING

The Company is operating in the real estate and construction industry and has only domestic sales. Therefore, the Company has only one reportable business segment, which is real estate development and trading in properties and transferable development rights and only one reportable geographical segment. Accordingly, these financial statements are reflective of the information required by the Accounting Standard 17 on ''Segment reporting''.

4. RELATED PARTY DISCLOSURES A Parties where control exists:

I. Praful N. Satra – Chairman and Managing Director (also key managerial personnel)

II. Subsidiaries

Satra Property Developers Private Limited

Satra Buildcon Private Limited

Satra Estate Development Private Limited

Satra Infrastructure and Land Developers Private Limited

Satra Lifestyles Private Limited

Satra International Realtors Limited

B Other related parties:

I. Associates/Joint Venturers

C. Bhansali Developers Private Limited

[II. Entities over which key managerial personnel or their relatives exercises significant influence

Shravan Developers Private Limited

Satra Property Development Private Limited

Satra DLH Reality and Builders Limited

Deepmala Infrastructure Private Limited

Prime Multi Tiles Trading Private Limited

Satra Infrastructure Development Private Limited

Satra Land Development Private Limited

Savla Realtors and Developers Private Limited

Satra Re-Development Company Limited

Satra Retail Private Limited

Prime Developers

Prime Bond Industries

Henry Hill International

III. Key Managerial Personnel

Praful N. Satra – Chairman and Managing Director Rajan P. Shah – Director

5. Based on confirmation obtained by the management, the Company has written back provision of interest on unsecured borrowings of Rs. 146,062,000 on account of re-negotiation of terms with two of its lenders during the year.

6. During the year ended 31 March 2009, the Company had changed the structural plan of the Borivali Project from a commercial complex to a commercial cum residential complex to improve the overall profitability of the project. As a result, in order to facilitate the construction as per the revised plan, certain existing structures at the site have been demolished. The estimated construction cost incurred by the Company on the demolished portion amount to Rs. 157,974,510 and the same was included in construction work-in-progress. Out of the total estimated construction cost incurred by the Company on the demolished portion, Rs. 58,531,369 continues to be included in the construction work-in-progress as at 31 March 2013 on account of part recognition of revenue from the project till date. During the year, the Company has recognised revenue from the project and accordingly, management has revised its estimated cost to complete the revised commercial cum residential project and believes that the overall margins of the revised project will be adequate to recover the construction cost of demolished area incurred during the year.

7. Pursuant to the change in Object clause from leasing to real estate, the Company had applied to the Reserve Bank of India (RBI) for cancellation of Certificate of Registration (CoR) vide its letter dated 24 November 2005. On submission of various documents/ i nformat ion as sou ght by R BI from t ime to t ime, R BI has v ide its letter dated 5 M arch 2 013 cont ain i ng a n Order dated 13 Februar y 2013 cancelled the CoR.

8. TRANSFER PRICING

The Company''s management is of the opinion that its international transactions are at arm''s length as per the independent accountants report for the year ended 31 March 2012. Further, the Indian Finance Bill, 2012 had sought to bring in certain class of domestic transactions in the ambit of the transfer pricing regulations with effect from 1 April 2012. The management has commenced discussions with their tax consultants to carry out a detailed domestic transfer pricing study for the year ended 31 March 2013 (which will include the determination of arm''s length pricing and maintaining appropriate documentation) in accordance with these regulations. Management continues to believe that its international transactions post March 2012 and the specified domestic transactions covered by the new regulations continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on the amount of tax expense and that of provision of taxation.

9. As required under Circular no. 04/2013 dated 11 February 2013 issued by the Ministry of Corporate Affairs, the Company has to deposit or invest 15% of the debentures maturing during the year ending 31 March 2014, before 30 April 2013. However, the Company has not separately deposited or invested an amount of Rs. 77,460,000, as the Debenture Trustees has a charge on the Escrow account of the receivables of the secured assets. Subsequently, the Company has redeemed Debentures amounting to Rs. 34,300,000, out of escrow account. Further, the Company has during the year ended 31 March 2013, created a Debenture Redemption Reserve (''DRR'') of Rs. 50,000,000 (2012 : Rs. 39,000,000) out of the Profits, thereby aggregating the DRR to Rs. 89,000,000.

10. PRIOR YEAR COMPARATIVES

Previous year''s figures have been regrouped/reclassified wherever necessary, to conform to current year''s classification.

---

Mar 31, 2012

1. COMPANY OVERVIEW

The Company was incorporated on 30 May 1983 as Express Leasing Limited. The name of the Company was changed to Satra Properties (India) Limited ('the Company') on 8 December 2005. The Company is engaged in the business of real estate development and trading in properties and transferable development rights.

2. Rights, preferences and restrictions attached to shares Equity shares :

The Company has only one class of equity shares having a face value of Rs. 2 each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. During the year ended 31 March 2012, the Company has proposed final dividend of Rs. 0.10 per equity share (2011: final dividend of Rs. 0.10 per equity share). In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to their shareholding.

Preference shares :

74,00,000 8% cumulative redeemable preference shares of Rs. 10 each are redeemable at par on 2 February 2014 with an option to the Company to exercise put / call option for early redemption. Preference shares carry a preferential right as to dividend over equity shareholders. Where dividend on cumulative preference shares is not declared for a financial year, the entitlement thereto is carried forward. The preference shares are entitled to one vote per share at meetings of the Company on any resolutions of the Company directly affecting their rights. However, a cumulative preference shareholder acquires voting rights on par with an equity shareholder if the dividend on preference shares has remained unpaid for a period of not less than two years. In the event of liquidation, preference shareholders have a preferential right over equity shareholders to be repaid to the extent of capital paid-up and dividend in arrears on such shares.

(i) 103,572,000 (2011: 103,572,000) equity shares of Rs. 2 each have been issued as fully paid up by way of bonus equity shares in the ratio of 2:1 i.e. 2 bonus equity shares for every 1 existing equity share held, after capitalisation of general reserve and securities premium account during the year 2007-08.

(ii) 37,192,250 (2011: 37,192,250) equity shares of Rs. 2 each and 7,400,000 (2011: 7,400,000) 8% cumulative redeemable preference shares of Rs. 10 each were issued in 2008 pursuant to the order of the Honourable High Court, Mumbai, approving the scheme of amalgmation of Om Housing Company Private Limited with the Company, for consideration other than cash.

3. CONTINGENCIES

2012 2011

Income Tax matters under dispute 17,917,120 17,917,120

4. SEGMENT REPORTING

The Company is operating in the real estate and construction industry and has only domestic sales. Therefore, the Company has only one reportable business segment, which is real estate development and trading in properties and transferable development rights and only one reportable geographical segment. Accordingly, these financial statements are reflective of the information required by the Accounting Standard 17.

5. LEASES OPERATING LEASE

a) The Company has taken a commercial property on a cancellable operating lease in the current year. The commercial property was on a non-cancellable operating lease in the previous year. The future minimum lease payments in respect of lease property as at 31 March 2012 is as follows:

b) The lease agreement provides for an option to the Company to renew the lease period at the end of non-cancellable period. There are no exceptional/restrictive covenants in the lease agreements.

Estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The Company's liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable.

ii) Defined contribution plan

Contribution to provident and other funds aggregating to Rs. 1,048,955 [2011: Rs. 2,380,717] is recognised as an expense and included in "Employee benefits expense".

iii) Compensated absences

Compensated absences for employee benefits of Rs. 281,450 [2011 : Rs. 395,077] has been recognised as a gain/expense during the year.

6. RELATED PARTY DISCLOSURES

A. Parties where control exists:

I. Praful N. Satra - Chairman and Managing Director (also key managerial personnel)

II. Subsidiaries

Satra Property Developers Private Limited

Satra Buildcon Private Limited

Satra Estate Development Private Limited

Satra Infrastructure and Land Developers Private Limited

Satra Lifestyles Private Limited

Satra International Realtors Limited

B. Other related parties with whom transactions have taken place during the year:

I. Associates/ Joint Venturers

C. Bhansali Developers Private Limited

Prime Property Development Corporation Limited (upto 12 August 2010)

Prime Down Town Estate Private Limited (upto 12 August 2010)

II. Entities over which key managerial personnel or their relatives exercises significant influence:

Deepmala Infrastructure Private Limited

BKC Developers Private Limited (upto 3 April 2010)

Prime Multi Tiles Trading Private Limited

Shravan Developers Private Limited

Satra Infrastructure Development Private Limited

Satra Land Development Private Limited

Satra Novelties Private Limited (upto 20 April 2010)

Satra Property Development Private Limited

Savla Realtors and Developers Private Limited

Satra Reality and Builders Limited

Satra Re-Development Company Limited

Satra Retail Private Limited

Prime Developers

Rushabh Developers

Prime Bond Industries

Henry Hill International

Trinity Plast (upto 1 April 2010)

III. Key Managerial Personnel

Praful N. Satra Rajan P. Shah

7. OTHER MATTERS

Information with regard to other matters specified in Schedule VI of the Act, is either nil or not applicable to the Company for the year.

8. During the year ended 31 March 2009, the Company had changed the structural plan of the Borivali Project from a commercial complex to a commercial cum residential complex to improve the overall profitability of the project. As a result, in order to facilitate the construction as per the revised plan, certain existing structures at the site have been demolished. The estimated construction cost incurred by the Company on the demolished portion amount to Rs. 157,974,510 and the same was included in construction work-in-progress. Out of the total estimated construction cost incurred by the Company on the demolished portion, Rs. 80,438,860 continues to be included in the construction work-in-progress as at 31 March 2012 on account of part recognition of revenue from the project till date. During the year, the Company has recognised revenue from the project and accordingly, management has revised its estimated cost to complete the revised commercial cum residential project and believes that the overall margins of the revised project will be adequate to recover the construction cost of demolished area incurred during the year.

9. TRANSFER PRICING

The Company's international transactions with related parties are at arm's length as per the independent accountants report for the year ended 31 March 2011. Management believes that the Company's international transactions with related parties post 31 March 2011 continue to be at arm's length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

10. In the case of Maharashtra Chamber of Housing Industry ('MCHI') and Ors. v/s The State of Maharashtra & Ors, the Honorable High Court, Mumbai has upheld the constitutional validity for charging Value added Tax ('VAT') on sale of flats, shops, etc. under construction and we being a member of MCHI, have been given to understand that MCHI is in the process of filing a Special Leave petition in the Honourable Supreme Court against this judgement. Further the outcome of the reference to the Larger Bench of the Supreme Court in the case of Larsen & Toubro Limited Versus State of Karnataka is also awaited. 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 "work 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 recognized 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.

---

Mar 31, 2011

1. BACKGROUND

The Company was incorporated on 30 May 1983 as Express Leasing Limited. The name of the Company was changed to Satra Properties (India) Limited on 8 December 2005. The Company is engaged in the business of real estate development and trading in properties and transferable development rights.

2. CAPITAL COMMITMENTS

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. Nil (2010: Rs. Nil)

3. SEGMENT REPORTING

The Company is operating in the real estate and construction industry and has only domestic sales. Therefore, the Company has only one reportable business segment, which is real estate development and trading in properties and transferable development rights and only one reportable geographical segment. Accordingly, these financial statements are reflective of the information required by the Accounting Standard 17, for the property development segment.

4. RELATED PARTY DISCLOSURES

A. Parties where control exists:

I. Praful N. Satra – Chairman and Managing Director (also key managerial personnel)

II. Subsidiaries

Satra Property Developers Private Limited

Satra Buildcon Private Limited

Satra Estate Development Private Limited

Satra Infrastructure and Land Developers Private Limited

Satra Lifestyles Private Limited

Satra International Realtors Limited

B. Other related parties with whom transactions have taken place during the year:

I. Associates/Joint Venturers

C. Bhansali Developers Private Limited

Shravan Developers Private Limited (upto 11 May 2009)

Prime Property Development Corporation Limited (upto 12 August 2010)

Prime Down Town Estate Private Limited (upto 12 August 2010)

II. Entities over which key managerial personnel or their relatives exercises significant influence:

Deepmala Infrastructure Private Limited

BKC Developers Private Limited (upto 3 April 2010)

Prime Multi Tiles Trading Private Limited

Shravan Developers Private Limited

Satra Infrastructure Development Private Limited

Satra Land Development Private Limited

Satra Novelties Private Limited (upto 20 April 2010)

Satra Property Development Private Limited

Savla Realtors and Developers Private Limited

Satra Reality and Builders Limited

Satra Re-Development Company Limited

Satra Retail Private Limited

Prime Developers

Rushabh Developers

Prime Bond Industries

Henry Hill International

Alif International Private Limited

Trinity Plast (upto 1 April 2010)

III. Key Managerial Personnel

Praful N. Satra

Rajan P. Shah

5. QUANTITATIVE INFORMATION

The activities of the Company are not capable of being expressed in any generic unit and hence, it is not possible to give the quantitative details required under paragraphs 3, 4C and 4D of Part II of Schedule VI to the Act.

6. During the year ended 31 March 2009, the Company had changed the structural plan of the Borivali Project from a commercial complex to a commercial cum residential complex to improve the overall profitability of the project. As a result, in order to facilitate the construction as per the revised plan, certain existing structures at the site have been demolished. The estimated construction cost incurred by the Company on the demolished portion amount to Rs. 157,974,510 and the same continues to be included in construction work-in-progress. Management has revised its estimated cost to complete the revised commercial cum residential project and believes that the overall margins of the revised project will be adequate to recover the construction cost of demolished area incurred during the year. Hence, the construction cost of demolished area amounting to Rs. 157,974,510 continues to be included in the construction work-in-progress as at 31 March 2011 and has not been charged to the Profit and Loss account.

7. TRANSFER PRICING

The Company's international transactions with related parties are at arm's length as per the independent accountants report for the year ended 31 March 2010. Management believes that the Company's international transactions with related parties post 31 March 2010 continue to be at arm's length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

---

Mar 31, 2010

1. BACKGROUND

The Company was incorporated on 30 May 1983 as Express Leasing Limited. The name of the Company was changed to Satra Properties (India) Limited on 8 December 2005. The Company is engaged in the business of real estate development and trading in properties and transferable development rights.

(i) 37,192,250 (2009: 37,192,250) equity shares of Rs 2 each and 7,400,000 (2009: 7,400,000) 8% cumulative redeemable preference shares of Rs 10 each were issued in 2008 pursuant to the order of the Honourable High Court, Mumbai, approving the scheme of amalgamation of Om Housing Company Private Limited with the Company for consideration other than cash.

(ii) 103,572,000 (2009:103,572,000) equity shares of Rs 2 each have been issued as fully paid up by way of bonus equity shares in the ratio of 2:1 i.e. 2 bonus equity shares for every 1 existing equity share held,aftercapitalisationofgeneral reserve and securities premium account during the year 2007-08.

(iii) The 8% cumulative redeemable preference shares are redeemable at par on 3 February 2011.

Notes:

(i) Term loan from Indian Bank is secured against certain units of shops and residential premises of project at Borivali alongwith receivables in respect of the said property.

(ii) Term loan from Syndicate Bankis secured against equitable mortgage of Jodhpur project properties and all present and future construction and development work thereon.

(iii) Term loan from Yes Bank is secured against project situated at Calicut and receivables thereon.

(iv) Term loan from HUDCO is secured against equitable mortgage of Vashi project properties and all present and future construction and development work thereon.

(v) Term loan from SICOM Investment and Finance Limited is secured against I development right on freehold land at Hughes Road and escrow of receivables in respect of the said property.

(vi) All the above term loans are secured by personal guarantees of promoter Directors of the Company.

(vii) Vehicle loans are secured by hypothecation of the respective vehicles purchased. I

(viii) Bank overdraft is secured against subservient charge on all current assets.

2. RELATED PARTY DISCLOSURES (Currency: Indian Rupees)

A. Parties where control exists:

I. Praful N Satra - Chairman and Managing Director (also key managerial personnel) Minaxi P Satra - Chairman upto 10 March 2009 (Relative of managing director)

II. Subsidiaries

Satra Buildcon Private Limited

Satra Estate Development Private Limited

Satra Infrastructure and Land Developers Private Limited

Satra Lifestyles Private Limited

Satra Property Developers Private Limited

Satra International Realtors Limited (w.e.f. 17 June 2008)

B. Other related parties with whom transactions have taken place during the year:

I. Associates/JointVenturers C.Bhansali Developers Private Limited

Shravan Developers Private Limited (upto 11 May 2009) Prime Property Development Corporation Limited Prime Down Town Estate Private Limited

II. Entities over which key managerial personnel or their relatives exercise significant influence: Deepmala Infrastructure Private Limited (w.e.f.10 April 2008)

BKC Developers Private Limited

Prime Multi Tiles Trading Private Limited

Satra Infrastructure Development Private Limited

Satra Land Development Private Limited

Satra Novelties Private Limited.

Satra Property Development Private Limited

Savla Realtors and Developers Private Limited

Sweety Developers (w.e.f. 28 October 2008 upto 4 December 2009)

Prime Bond Industries

Anupam Stock Broking Private Limited (upto 30 May 2009)

Henry Hill International

Prime Developers

Rushabh Developers

Satra Reality and Builders Limited

Satra Re-Development Company Limited

Satra Retail Private Limited

Sayonara & Satra Trading Company

Sweety Fabrics

Trinity Plast

III. Key Managerial Personnel Praful N. Satra

Rajan P.Shah (Whole time Director) Minaxi P. Satra (upto 10 March 2009) Vijay N. Satra (upto 20 March 2009)

3. QUANTITATIVE INFORMATION

The activities of the Company are not capable of being expressed in any generic unit and hence, it is not possible to give the quantitative details required under paragraphs 3,4C and 4D of Part II of Schedule VI to the Act.

4. Out of the aggregate amount of Rs 141,800,000 raised during the year 2006-07 by way of preferential issue of equity shares including share premium, sum of Rs 123,600,000 had been utilised for acquisition of land at Calicut forming part of construction work-in-progress and Rs 18,200,000 had been invested on account of capital with partnership firm M/S Sun Beam Builders & Developers.

5. During the previous year, the Company had changed the structural plan of the Borivali Project from a commercial complex to a commercial cum residential complex to improve the overall profitability of the project. As a result, in order to facilitate the construction as per the revised plan, certain existing structures at the site have been demolished subsequent to the year end.The estimated construction cost incurred by the Com pany on the demolished portion amount to Rs 157,974,510 and the same continues to be included in construction work-in-progress. Management has revised its estimated cost to complete the revised commercial cum residential project and believes that the overall margins of the revised project will be adequate to recover the construction cost of demolished area incurred during the year. Hence, the construction cost of demolished area amounting to Rs 157,974,510 continues to be included in the construction work-in-progress as at 31 March 2010 and has not been charged to the Profit and Loss account.

6. TRANSFER PRICING

The Companys management has developed a system of maintenance of information and documents as required by the Transfer Pricing Legislation under Section 92 to Section 92F of the Income Tax Act, 1961 .The Companys management is of the opinion that its international transactions are at arms length so the aforesaid legislation will not have an impact on the financial statements, particularly on the amount of the Tax expense and that of Provision for Taxation.

7. i. Loans and advances includes Rs Nil (2009: Rs 3,498,469) due from M/s. Sweety Developers which is a body corporate under the same management as per Section 370(1 B) of the Act, maximum amount during the year Rs 3,498,469 (2009: Rs 18,025,000).

8. PRIOR YEAR COMPARATIVES

Previous years figures have been regrouped/reclassified wherever necessary, to conform to current years classification.