Page 95 - Kolte Patil AR 2019-20

further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting at the meeting. Further, in 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 Director 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 are 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:
1. The members of the Company have approved the following resolutions in its various Extra-Ordinary General Meeting (EOGM)
a. Special resolution passed in EOGM held on 24th June, 2019 to adopt a new set of Articles of Association in consequent upon amendment in Joint Venture agreement;
b. Special resolution passed in EOGM held on 10th October, 2019 to authorize Board of Directors to provide inter corporate deposit/loan upto C60,00,00,000/- (Rupees Sixty Crores only) to Kolte-Patil Developers Limited, the holding Company from time to time in one or more tranches;
c. Special resolution passed in EOGM held on 23rd December, 2019 to authorize Board of directors to issue non- convertible debentures in various tranches through private placement upto an aggregate amount of C200,00,00,000/- (Rupees Two Hundred Crores only);
d. Special resolution passed in EOGM held on 07th March, 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;
Place: Pune
Date: June 22, 2020
e. Ordinary resolution passed in EOGM held on 24th March, 2020 to approve the transfer & assignment of development rights, from the Company to Jasmine Real Estate Private Limited, a wholly owned subsidiary, in the ordinary course of business and at an arm’s length basis.
2. The Board of Directors of the Company have passed the following resolutions in its various board meetings.
Note: This report is to be read with letter of even date by the Secretarial Auditors, of this report.
a.
Board resolution passed in the board meeting held on 28th May, 2019, to approve Securities Sale Agreement, FSI Agreement, Amendment to Join Venture Agreement, to be entered into by and between the Company, Kolte- Patil Developers Limited, IDBI Trusteeship Services Limited (Trustees of India Advantage Fund III and India advantage Fund IV), for purchase of 50 Lakhs equity shares by Kolte- Patil Developers Limited from India Advantage Fund III & IV, for total consideration of C140 Crores, to be paid in tranches, as a result of which, the Company became a subsidiary of Kolte-Patil Developers Limited;
Board resolution passed in the board meeting held on 28th May, 2019, to approve change in terms of Optionally Convertible Debentures Series D to G held by IDBI Trusteeship Services Limited (Trustees of India Advantage Fund III and India advantage Fund IV),on receipt of consent letter from all Debenture holders. Further, Optionally Convertible Debentures Series A to G held by Kolte-Patil Developers Limited and Umedica Investment Services Private Limited has been re-classified as Optionally Convertible Debentures Series H and the change in terms of these OCDs has been consented by all Debenture holders.
Board resolution passed in the board meeting held on 29th November, 2019, to approve Redemption of 4,81,87,818 Optionally Convertible Debentures Series H of C10 each;
The Company has issued 4,343 Non-Convertible Debentures of C100,000 each issued on various dates and redeemed 2,816 NCDs.
For SVD & Associates Company Secretaries
Sridhar G. Mudaliar
Partner FCS No: 6156 C P No: 2664 UDIN: F006156B000362083
which is annexed as Annexure A and forms an integral part
b.
c. d.
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