26 Apr 2017 | Livemint.com

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Satra Properties (India) Ltd.

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  • 5.65 0.51 (9.92%)
  • Vol: 32045719
  • BSE Code: 508996
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Satra Properties (India) Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is a systematic process by which an organization is directed, administered, managed and controlled. Corporate Governance encompasses adhering effectively to the governing laws, procedures, practices, and the implicit rule that determines a management's ability to make sound decisions in the best interest of all its stakeholders, viz. shareholders, the Board of Directors, employees, customers, creditors, suppliers and the community at large. Corporate Governance is primarily based on the principles of transparency and fairness, integrity and ethical conduct, empowerment and accountability, full disclosure and compliances, stakeholders' interest, etc.

The Company has complied with the provisions of Clause 49 of the Listing Agreement on Corporate Governance which is set out below:

1. Company's Philosophy on Code of Governance:

The Company reiterates its commitment to adhere to the highest standards of Corporate Governance which is founded upon a rich legacy of integrity, fairness, transparency, equity and accountability. We believe that good Corporate Governance practices should be enshrined in all the operations and functioning of the Company and thus pivotal to enhance and retain investors' trust. The Company's philosophy on Corporate Governance envisages attainment of highest level of integrity, fairness, transparency, equity and accountability in all facets of its functioning and in its interactions with shareholders, employees, government, regulatory bodies, listeners and the community at large. The Company recognizes good Corporate Governance practices as a key driver to sustainable growth and value creation and thus encourages timely and accurate dissemination of information to all their stakeholders. Accordingly, the Company has adopted Code of Conduct for Board of Directors and Senior Management.

2. Board of Directors:

The Company believes that an active, well informed and independent Board of Directors is vital to achieve the apex standard of Corporate Governance. The Board of Directors of the Company comprises of an optimum combination of Executive, Non-executive, Woman Director and Independent Directors so to preserve and maintain the independence of the Board. The Composition of the Board of Directors of the Company is in accordance with the Clause 49 of the Listing Agreement.

Directors' Profile:

Mr. Praful N. Satra (DIN: 00053900), Promoter, Chairman and Managing Director of the Company, has a total experience of over 30 years in domestic and international business which includes 15 years of experience in Real Estate Development. He has been the visionary behind the growth and success of the Company. He has vast experience in execution and management of wide variety of construction and development of projects. His core area of operations includes identification of land / properties and formulation of finance and business strategies.

He also holds Directorship in various Companies viz; Satra Property Developers Private Limited, Satra Buildcon Private Limited, Satra Estate Development Private Limited,

Satra Lifestyles Private Limited, Satra Infrastructure and Land Developers Private Limited, Satra International Realtors Limited, Satra Realty and Builders Limited (erstwhile 'Satra DLH Reality and Builders Limited'), Satra Re-Development Company Limited, Satra Property Development Private Limited, Satra Retail Private Limited, Shravan Developers Private Limited, Savla Realtors and Developers Private Limited, C. Bhansali Developers Private Limited and RRB Realtors Private Limited as on 31 March 2015. He holds 7,37,98,106 Equity Shares of the Company in his name as on 31 March 2015. However, he does not hold any Preference Shares/debentures/convertible instruments/any other securities of the Company in his name as on 31 March 2015.

Mr. Rajan P. Shah (DIN: 00053917), Director of the Company, has over 23 years of experience in the Real Estate Industry and construction activities in the execution and management of a wide variety of construction projects. He is guiding the Company in matters concerned with Project Execution, liasoning and legal matters relating to the Company.

He also holds Directorship in various Companies viz; Satra Property Developers Private Limited, Satra Buildcon Private Limited, Satra Estate Development Private Limited, Satra Lifestyles Private Limited, Satra Infrastructure and Land Developers Private Limited, Satra Realty and Builders Limited (erstwhile 'Satra DLH Reality and Builders Limited'), Satra Re-Development Company Limited, Satra Property Development Private Limited, RRB Realtors Private Limited and Shravan Developers Private Limited as on 31 March 2015.

He does nothold any Shares/debentures/convertible instruments/any other securities of the Company in his name as on 31 March 2015.

Mr. Vidyadhar D. Khadilkar (DIN: 01548603), Independent Director of the Company, holds a Diploma in Civil and Sanitary Engineering from the Victoria Jubilee Technical Institute, Mumbai. He has a total work experience of over 35 years. He was in-charge of the prestigious Morbe Dam Project of Navi Mumbai Municipal Corporation as an Executive Engineer. He was appointed by the State Government of Maharashtra, WS & S Dep artment as a Member of Committee for Interconnecting all the Water Sources in Mumbai Metropolitan Region Area. He was also appointed by Navi Mumbai Municipal Corporation as a Member Secretary of its Expert Committee to decide permanent Water Source for Navi Mumbai City. He was assigned the Job of preparing and implementing 24 x 7 water supply systems in Navi Mumbai Area with atomization to achieve savings in Energy Charges and Economizing Operational Cost. He has worked as an Engineer with state PWD of the Government of Maharashtra and also was associated with CIDCO Limited, a town planning authority of Navi Mumbai. He joined our Board on 26 May 2007. He also holds Directorship in Satra Property Developers Private Limited in compliance of Clause 49 of Listing Agreement. He does not hold any Shares / debentures / convertible instruments / any other securities of the Company in his name as on 31 March 2015.

Mr. Vinayak D. Khadilkar (DIN: 01548508), Independent Director of the Company, holds a Bachelor's degree in Commerce from University of Mumbai. He is a practicing Chartered Accountant and has over 32 years of experience in the field of Finance, Accounts, Audit and Taxation. Mr. Vinayak D. Khadilkar joined our Company on 26 May 2007 and has tendered his resignation w.e.f. 13 August 2015. He did not hold Directorship in any other Company and did not hold any Shares/Debentures/ convertible instruments/any other securities of the Company in his name during his tenure.

Ms. Sheetal S. Doshi (DIN: 07136658), Independent Director of the Company, holds a Bachelor's degree in Arts from University of Mumbai, a Diploma in Human Resource Management from the Wellingkar's Institute of Management and Masters in Animation from Workstation. She also held the position of Vice President in a prominent Marketing and Media Company in 2007-08 and was involved in performing events and planning on brand projects and was associated with Electronic Media Pvt. Ltd. as the Head of Department in the year 2006. She has specialized and has an enormous overall experience of around 9 years in Brand development, digital marketing, social media marketing etc. and is currently the owner of Via Vistas- simple ideas, big impact since 2009.

She also holds Independent Directorship in Satra Property Developers Private Limited, Satra Buildcon Private Limited and Satra Realty and Builders Limited.

She does not hold any Shares / Debentures / convertible instruments/any other securities of the Company in her name as on 31 March 2015.

Mr. Vishal R. Karia (DIN: 03473857), Independent Director of the Company, has an experience of over 7 years in Construction Industry and of over 5 years in Hotel Industry. His core area is of operations and includes identification of land/properties and formulation of business strategies. He believes in merging the international culture adopted worldwide in real estate industry and construction business which shall help in the growth of the Company. He also has vast experience in execution and management of a wide variety of construction and development of projects.

He also holds Independent Directorship in Satra Property Developers Private Limited, Satra Buildcon Private Limited and Satra Realty and Builders Limited.

He does not hold any Shares / debentures / convertible instruments/any other securities of the Company in his name as on 31 March 2015.

Mr. Kamlesh B. Limbachiya (DIN: 07256660), Independent Director has total Work experience of 25 Years in the field of Accounts, Finance, Sales Tax and Human Resources & Administration.

He does not hold Directorship in any other Company. He has joined the Company w.e.f 12 August 2015 and does not hold any Shares / debentures / convertible instruments / any other securities of the Company in his name.

Notes - In accordance with Clause 49 of Listing Agreement:

1. The Directorships held by Directors as mentioned above includes Public Limited Companies but excludes directorship in Satra Properties (India) Limited, Private Limited Companies, Foreign Companies and Section 8 of the Companies Act, 2013.

2. Memberships/ Chairmanships of only the Audit Committees and Stakeholders' relationship Committees of all Public Limited Companies have been considered.

3. No Director is related to any other Director on the Board (inter—se) in terms of the Listing Agreement except Mr. Vinayak D. Khadilkar and Mr. Vidyadhar D. Khadilkar, who were related to each other as brothers.

Board Meetings:

During the Financial Year ended 31 March 2015, Twelve Board Meetings were held on 19 April 2014, 6 May 2014, 30 May 2014, 18 July 2014, 13 August 2014, 25 August 2014, 8 September 2014, 27 September 2014, 12 November 2014, 12 February 2015, 25 March 2015 and 31 March 2015.

3. Audit Committee:

The terms of reference and role of the Audit Committee are in accordance with the provisions of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. As of 31 March 2015, the Audit Committee of the Company comprised of 3 Non-Executive Directors, out of which two-third Directors, viz Mr. Vinayak D. Khadilkar (Chairman), Mr. Vidyadhar D. Khadilkar were Independent Directors and Mr. Rajan P. Shah was a Non-executive Director. Subsequently, pursuant to appointment of Mr. Kamlesh B. Limbachiya as an Additional Director (Independent) w.e.f. 12 August 2015 and tendering of resignation of Mr. Vinayak D. Khadilkar w.e.f. 13 August 2015, the Audit Committee was reconstituted by the Board vide its meeting held on 12 August 2015 and Mr. Kamlesh B. Limbachiya, having accounting / financial management expertise was appointed as Chairman of the Audit Committee w.e.f. 13 August 2015. All the Members of Audit Committee are financially literate and have ability to read and understand financial statements as required under Clause 49 of the Listing Agreement and section 177 of the Companies Act, 2013. Mr. Manan Y. Udani, Company Secretary of the Company acts as the Secretary to the Audit Committee.

The terms of reference of the Audit Committee:

• Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending the appointment, remuneration and terms of appointment of Auditors of the Company;

• Approving payment to statutory auditors, for any other services rendered by the statutory auditors;

• Review and examine with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:

^ Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

^ Changes, if any, in accounting policies and practices and reasons for the same

^ Major accounting entries involving estimates based on the exercise of judgment by management

^ Significant adjustments made in the financial statements arising out of audit findings

^ Compliance with listing and other legal requirements relating to financial statements

^ Disclosure of any related party transactions

^ Qualifications in the draft audit report

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Monitoring and Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the Company with related parties; Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

• Reviewing the following information:

^ Management discussion and analysis of financial condition and results of operations; ^ Statement of Significant related party transactions, submitted by management;

^ Management letters / Letters of Internal Control Weaknesses issued by the Statutory Auditors;

^ Internal audit reports relating to internal control weaknesses and;

^ The Appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee

^ The Chairman of the Audit Committee shall be present at Annual General Meeting to answer shareholder queries

Audit Committee Meetings:

During the Financial Year ended 31 March 2015, Six Audit Committee Meetings were held on 30 May 2014, 13 August 2014, 25 August 2014, 27 September 2014, 11 November 2014, and 12 February 2015.

Mr. Vinayak D. Khadilkar, Chairman of Audit Committee was present at the last Annual General Meeting held on 27 September 2014.

4. Nomination and Remuneration Committee:

The terms of reference of Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act, 2013 andClause49 of the Listing Agreement. As of 31 March 2015, the Committee comprised of 3 Non-Executive Directors, out of which one-half Directors, viz. Mr. Vidyadhar D. Khadilkar (Chairman) and Mr. Vinayak D. Khadilkar were Independent and Mr. Rajan P. Shah was Non-Executive Director.

Subsequently, pursuant to appointment of Mr. Kamlesh B. Limbachiya as an Additional Director (Independent) w.e.f. 12 August 2015 and tendering of resignation of Mr. Vinayak D. Khadilkar w.e.f. 13 August 2015, the Nomination and Remuneration Committee was reconstituted by the Board vide its meeting held on 12 August 2015 and Mr. Kamlesh B. Limbachiya was appointed as member of the Nomination and Remuneration Committee w.e.f. 13 August 2015.

Terms of Reference of the Committee, inter alia, includes the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

In terms of the provisions of Section 178(3) of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees. In line with this requirement, the Board has adopted the Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company and a Policy on Board Diversity. The Nomination and Remuneration policy is enclosed as Annexure - II to the Board's Report.

Remuneration to Directors:

During the Financial Year 2014-15, the Company did not pay remuneration to any Director, except sitting fees to Non-Executive Independent Directors. The sitting fees did not exceed the limits prescribed under Section 197 of the Companies Act, 2013. The Non-Executive Independent Directors of the Company were paid sitting fees per meeting during the Financial Year under review subject to applicable taxes, levies, etc., if any for attending various Meetings of the Board or its committees. The Non-Executive Independent Directors are paid sitting fees of Rs. 10,000/- for attending each Board Meeting and Rs. 2,500/- for attending other Committee Meetings of the Company.

Nomination and Remuneration Committee Meetings:

During the Financial Year ended 31 March 2015, Three Nomination and Remuneration Committee Meetings were held on 13 August 2014, 25 March 2015 and 31 March 2015.

5. Stakeholders Relationship Committee:

The Company has always valued its investors and stakeholders relationships. The Stakeholders Relationship Committee ensures proper and speedy redressal of Shareholders'/ Investors' complaints. It is empowered to inter alia look into redressal of Shareholders'/ Investors' and Security holders complaints like transfer of shares / securities, non-receipt of balance sheet, non-receipt of declared dividends and other miscellaneous complaints.

As of 31 March 2015, the Committee comprised of 3 Non-Executive Directors, out of which two Directors, viz. Mr. Vidyadhar D. Khadilkar (Chairman) and Mr. Vinayak D. Khadilkar were Independent and

Mr. RajanP. Shah was Non-Executive Director. Subsequently, pursuant to appointment of Mr. Kamlesh B. Limbachiya as an Additional Director (Independent) w.e.f. 12 August 2015 and tendering of resignation of Mr. Vinayak D. Khadilkar w.e.f. 13August2015,theStakeholdersRelationship Committee was reconstituted by the Board vide its meeting held on 12 August 2015 and Mr. Kamlesh B. Limbachiya was appointed as member of the Stakeholders Relationship Committee w.e.f. 13 August 2015.

During the period under review, the Stakeholders Relationship Committee met four times on 30 May 2014; 13 August 2014; 11 November 2014 and 12 February 2015.

Name and Designation of Compliance officer:

Mr. Manan Y. Udani — Company Secretary is the Compliance Officer of the Company for complying with requirements of Securities Laws and Listing Agreement with Stock Exchanges.

Shareholders Complaints during the Financial Year 2014-15:

The number of complaints received and resolved to the satisfaction of investors during the Financial year ended 31 March 2015 and their break-up are as under:

6. Allotment Committee:

The Board of Directors of your Company has constituted Allotment Committee to work out the modalities and other procedural matters with regard to the issue and allotment of 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 ofRs. 3.20/- per share to promoter group on preferential basis. The Company vide its meeting held on 30January 2015, 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.

The Committee comprises of 3 Non-Executive Directors, out of which 2 Directors, viz. Mr. Vidyadhar D. Khadilkar and Mr. Vinayak D. Khadilkar were Independent and Mr. Rajan P. Shah (Chairman) was Non-Executive Director. Subsequently, pursuant to appointment of Mr. Kamlesh B. Limbachiya as an Additional Director (Independent) w.e.f 12 August 2015 and tendering of resignation of Mr. Vinayak D. Khadilkar w.e.f. 13 August 2015, the Allotment Committee was reconstituted by the Board vide its meeting held on 12 August 2015 and Mr. Kamlesh B. Limbachiya was appointed as member of the Allotment Committee w.e.f. 13 August 2015.

Corporate Social Responsibility Committee:

Pursuant to Section 135 of the Companies Act, 2013 the Board constituted the Corporate Social Responsibility ("CSR") Committee. The CSR Committee provides guidance on various CSR activities to be undertaken by the Company and monitors its progress.

The terms of reference for the CSR Committee include:

• Formulate a CSR Policy which shall indicate activities to be undertaken by the Company.

• Recommend the CSR Policy to the Board.

• Recommend the amount of expenditure to be incurred on the activities.

• Monitor the Policy from time to time as per the CSR policy During the Financial Year ended 31 March 2015, One Corporate Social Responsibility Committee Meeting was held on 25 March 2015.

8. Separate Meeting of Independent Directors:

During the Financial Year 2014-15, a separate meeting of Independent Directors was held on 31 March 2015 to review the performance of non-independent directors and the Board as a whole, review the performance of the Chairman of the Company and review various parameters for assessing the quality, quantity and timelines of flow of information between the Company Management and the Board to effectively and reasonably perform their duties.

Subsidiary Companies

Mr. Vidyadhar D. Khadilkar, Independent Director of the Company holds a position as Director in Satra Property Developers Private Limited, a material non listed Indian Wholly Owned Subsidiary Company, as required under Clause 49 of the Listing Agreement.

The Board and the Audit Committee of the Company reviews inter-alia the financial statements, minutes of the Board Meetings of the Subsidiary Companies, etc. to the extent applicable as per the relevant provisions of the said Clause 49 of the Listing Agreement.

9. Disclosures:

• During the period under review, there were no materially significant related party transactions that may have potential conflict with the interests of the Company at large.

• During the last 3 years, there were no strictures or penalties imposed on the Company by either the Stock Exchange or SEBI or any statutory authority for non­compliance of any matter related to the capital markets.

• The Company has adopted the Whistle Blower Policy and 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. It also provides mechanism for provision of direct access to the Chairman of the Audit Committee in exceptional cases. No Director or employee who wanted to report a concern was denied access to the Chairman of the Audit Committee.

• The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement entered with BSE Limited and has also adopted the following Non-Mandatory requirement as prescribed in Annexure XIII to the Clause 49 of the amended Listing Agreement:

•  Reporting of Internal Auditor: The Internal Auditor of the Company directly reports to the Audit Committee on functional matters

10. Means of Communication:

Quarterly, Half Yearly and Annual results are regularly submitted to the BSE Limited where the securities of the Company are listed and are also published in English and vernacular newspapers viz. The Free Press Journal and Navshakti. The Company has also displayed the results as specified under Clause 41 of the Listing Agreement on the Company's website www.satraproperties.in  under separate section 'Investor Relationship'. No specific presentation has been made to institutional investors or to the analysts.

SHAREHOLDERS' INFORMATION

32nd Annual General Meeting

(i) Date, Time and Venue

Monday, 28 September 2015 at 4.00 p.m.

Navinbhai Thakkar Hall, Ground Floor, Shraddhanand Road, Vile Parle (East), Mumbai — 400 057

 (ii) Financial Year

1 April 2014 to 31 March 2015

Tentative Calendar for financial year ending 31 March 2016

The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31 March 2016 are as follows:

First Quarter Results 12 August 2015

Second Quarter and Half yearly Results 2nd week of November 2015

Third Quarter Results 2nd week of February 2016

Fourth Quarter and Annual Results 4th/5th week of May 2016

 (iii) Date of Book Closure

The Company's Register of Members and Share Transfer Books will remain closed from Monday, 21 September 2015 to Monday, 28 September 2015 (both days inclusive)

iv) Dividend Payment Date

On or after 4 October 2015

v) Listing on Stock Exchanges

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400 001

The listing fees for fiscal 2016 have been paid.

(vi) CIN

L65910MH1983PLC030083

(vii) ISIN Number

Equity Shares - INE086E01021  

(viii) Stock Code

Equity Shares — 508996

(xi) Registrar and Transfer Agent

Share Transfer, dividend payment and all other investor related matters are attended to and processed by our Registrar and Share Transfer Agent — Adroit Corporate Services Private Limited. Accordingly, all documents, transfer deeds, demat requests, any clarification/ grievances/ queries/ suggestions pertaining to the same can be addressed to the Registrar and Share Transfer Agent on their following address mentioned below:

ADROIT CORPORATE SERVICES PRIVATE LIMITED

Unit: Satra Properties (India) Limited

17/20, Jaferbhoy Industrial Estate,1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai — 400 059

Tel: +91 - 022 — 4227 0400, Fax: +91 — 022 — 2850 3748

E-mail: info@adroitcorporate.com Website: www.adroitcorporate.com

(xii) Share Transfer System

Pursuant to the provisions of the Listing Agreement entered into with the Stock Exchange, the Board of Directors of the Company, in order to expedite the process of share transfers, has delegated the power of share transfer to the Registrar and Share Transfer Agent. Securities lodged for transfer are normally processed within the stipulated time as specified in the Listing Agreement and applicable provisions of the Companies Act, 2013 read with Rules thereunder. The Company obtains from the Company Secretary in practice a half-yearly certificate for compliance with the requirements of Clause 47 (c) of the Listing Agreement with the Stock Exchange and files a copy of the same with the Stock Exchange within stipulated time.

(xiv) Dematerialisation of Shares and Liquidity

As at 31 March 2015, 96.98 % of shareholding aggregating to 17,29,67,550 equity shares were held in dematerialised form with NSDL and CDSL, while 3.02% of shareholding aggregating to 53,90,450 equity shares were held in physical form.

(xv) Outstanding GDRs/ ADRs/Warrants or any Convertible Instruments, Conversion date and likely impact on Equity

As on 31 March 2015, the Company did not have any outstanding GDRs/ ADRs/ any convertible instruments.

However during the financial year 2014-15, the 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.

(xvi) Plant location

The Company does not have any manufacturing activity.

(xvii) Address for Correspondence

ADROIT CORPORATE SERVICES PRIVATE LIMITED

Unit: Satra Properties (India) Limited

17/20Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai — 400 059

Tel: +91 - 022 — 4227 0400 Fax: +91 — 022 — 2850 3748

Email: info@adroitcorporate.com Website: www.adroitcorporate.com

SATRA PROPERTIES (INDIA) LIMITED

Dev Plaza, 2nd Floor, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai — 400 058

Tel: +91 - 022 — 2671 9999 Fax: +91 — 022 — 2620 3999

Email: info@satraproperties.in  Website: www.satraproperties.in