Page 95 - Kolte Patil AR 2019-20

further information and clarifications on the agenda items before e. Ordinary resolution passed in EOGM held on 24th March,
the meeting and for meaningful participation at the meeting at 2020 to approve the transfer & assignment of development
the meeting. Further, in the incidences where, for the purpose rights, from the Company to Jasmine Real Estate Private
of any Board or Committee Meeting, notice, agenda or notes to Limited, a wholly owned subsidiary, in the ordinary course
agenda are circulated with shorter period of less than seven days, of business and at an arm’s length basis.
all the Directors including independent Director have consented to 2. The Board of Directors of the Company have passed the
the shorter period of circulation of the same. All decisions at Board following resolutions in its various board meetings.
Meetings and Committee Meetings are carried out unanimously as a. Board resolution passed in the board meeting held on
recorded in the minutes of the meetings of the Board of Directors or 28th May, 2019, to approve Securities Sale Agreement,
Committees of the Board, as the case may be.
FSI Agreement, Amendment to Join Venture Agreement,
We further report that there are adequate systems and processes to be entered into by and between the Company, Kolte-
in the company commensurate with the size and operations of the Patil Developers Limited, IDBI Trusteeship Services Limited
company to monitor and ensure compliance with applicable laws, (Trustees of India Advantage Fund III and India advantage
rules, regulations and guidelines. Fund IV), for purchase of 50 Lakhs equity shares by Kolte-
Patil Developers Limited from India Advantage Fund III
We further report that during the audit period, there are no specific & IV, for total consideration of C140 Crores, to be paid in
events / actions having a major bearing on the company’s affairs in tranches, as a result of which, the Company became a
pursuance of the above referred laws, rules, regulations, guidelines, subsidiary of Kolte-Patil Developers Limited;
standards, etc. except following:
b. Board resolution passed in the board meeting held on
1. The members of the Company have approved the following 28th May, 2019, to approve change in terms of Optionally
resolutions in its various Extra-Ordinary General Meeting Convertible Debentures Series D to G held by IDBI
(EOGM) Trusteeship Services Limited (Trustees of India Advantage
a. Special resolution passed in EOGM held on 24th June, 2019 Fund III and India advantage Fund IV),on receipt of consent
to adopt a new set of Articles of Association in consequent letter from all Debenture holders. Further, Optionally
upon amendment in Joint Venture agreement; Convertible Debentures Series A to G held by Kolte-Patil
b. Special resolution passed in EOGM held on 10th October, Developers Limited and Umedica Investment Services
2019 to authorize Board of Directors to provide inter Private Limited has been re-classified as Optionally
corporate deposit/loan upto C60,00,00,000/- (Rupees Sixty Convertible Debentures Series H and the change in terms
Crores only) to Kolte-Patil Developers Limited, the holding of these OCDs has been consented by all Debenture
Company from time to time in one or more tranches; holders.
c. Special resolution passed in EOGM held on 23rd December, c. Board resolution passed in the board meeting held on 29th
2019 to authorize Board of directors to issue non- November, 2019, to approve Redemption of 4,81,87,818
convertible debentures in various tranches through private Optionally Convertible Debentures Series H of C10 each;
placement upto an aggregate amount of C200,00,00,000/- d. The Company has issued 4,343 Non-Convertible
(Rupees Two Hundred Crores only); Debentures of C100,000 each issued on various dates and
d. Special resolution passed in EOGM held on 07th March, redeemed 2,816 NCDs.
2020 to authorize Board of directors to make an investment
upto C15,00,00,000/- (Rupees Fifteen Crores only) in Jasmine
Real Estate Private Limited in form of Equity Shares or Loans
or Inter Corporate Deposits in one or more tranches and;
For SVD & Associates
Company Secretaries

Sridhar G. Mudaliar
Partner
FCS No: 6156
Place: Pune C P No: 2664
Date: June 22, 2020 UDIN: F006156B000362083
Note: This report is to be read with letter of even date by the Secretarial Auditors, which is annexed as Annexure A and forms an integral part
of this report.

Annual Report 2019-20 | 93