DIRECTORS' REPORT To The Members, SATRA PROPERTIES (INDIA) LIMITED Your Directors are pleased to present the 32nd Annual Report along with Audited Financial Statements for the Financial Year ended 31 March 2015. STATE OFTHE 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 Rs. 400.10 Lacs to Rs. 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 Rs. 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 of jodhpur at Nai Sarak, Old Girdhar Mandir, Near Ghanta Ghar Road which is considered to be one of the most prime location for all types of business activities. The project is a mixture of High street shops, Commercial offices and Hotel with Restaurant, Meeting Rooms, Fitness Centre and other service area for hotel. The construction activity at site is in progress. 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. 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 year under 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. 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 ofRs. 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 ofRs. 303.08 Lacs on account of Dividend Distribution Tax, Rs. 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 related party 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. 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. 16. 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. KamleshLimbachiya- 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 nonexecutive directors and Board Chairman was also reviewed by them. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. It was also presented to the Board and a plan for improvements was agreed upon. Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board. 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 |