Page 92 - Kolte Patil AR 2019-20

d) The Real Estate (Regulation and Development Act) Act, 2016 (RERA 2016) and Maharashtra Real Estate (Regulation and Development)(Registration of real estate projects, Registration of real estate agents, rates of interest and disclosures on website) Rules, 2017, The Karnataka Real Estate Regulation and Development Rules, 2017 and The Goa Real Estate (Regulation and Development) (Registration of Real Estate Projects, Registration of Real estate agents, rates of Interest and Disclosures on Website ) Rules, 2017.
We have also examined compliance with the applicable clauses and regulations of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and
(ii) The Listing Agreements for Equity entered into by the Company with Stock Exchange(s) pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) including any amendments thereof.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observation:
1.Pursuant to sub section 5 of Section 124 of the Act read with sub rule (1) of Rule 5 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the transfer of unpaid or unclaimed dividend amount to IEPF have been made beyond the time prescribed therefor.
We further report that,
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the period under review.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Further, in
Place: Pune
Date: June 23, 2020
Note: This report is to be read with letter of even date by the Secretarial of this report.
the incidences where, for the purpose of any Board or Committee Meeting, notice, agenda or notes to agenda are circulated with shorter period of less than seven days, all the Directors including Independent Directors have consented to the shorter period of circulation of the same.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, there were no specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except following:
90 | Kolte-Patil Developers Limited
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The Company has purchased 50,00,000 Equity Shares from lDBl Trusteeship Services Limited, Trustees of India Advantage Fund lll and lV (Fund Managers - lClCl Venture Funds Management Limited) of Kolte-Patil I-Ven Townships (Pune) Limited (‘the associate company’) and became its holding company with 95% equity shareholding.
The members of the Company have consented to the Board to offer, issue and allot equity shares and/or any type of debt instruments and /or Global Depository Receipts (“GDRs”) and /or American Depository Receipts (“ADRs”) by various modes for an amount not exceeding C500,00,00,000/- (Rupees Five Hundred Crores only) by passing special resolution in its annual general meeting held on 21st September, 2019.
The National Company Law Tribunal, Mumbai Bench vide its order dated 04th November, 2019 has approved the scheme of merger by absorption of Bellflower Properties Private Limited (wholly owned subsidiary) with the Company. Further, post approval of scheme of merger, the authorized capital of the Company has been increased by 10,00,000 (Ten Lakhs) equity shares of C10 each.
For SVD & Associates Company Secretaries
Sridhar Mudaliar
Partner FCS No: 6156 C P No: 2664 UDIN: F006156B000363141
Auditors, which is annexed as Annexure A and forms an integral part