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Kolte Patil Developers Ltd.

BSE: 532924 Sector: Infrastructure
NSE: KOLTEPATIL ISIN Code: INE094I01018
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OPEN 277.50
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OPEN 277.50
CLOSE 276.80
VOLUME 8694
52-Week high 383.55
52-Week low 214.05
P/E
Mkt Cap.(Rs cr) 2,109
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Kolte Patil Developers Ltd. (KOLTEPATIL) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in presenting 31st Annual Report onthe business and operations of the Company and the accounts for the Financial Year ended31 March 2022.

1. Financial highlights

(Rs In Lakhs)

Particulars Consolidated Standalone
FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Revenue from Operations 111748 69174 37760 50199
Operating Profit before interest depreciation amortization and taxes (EBITDA) 18620 6239 (1618) 2868
Depreciation and amortization 1039 1197 763 939
Interest and finance charges 5003 7030 4806 5574
Other Income 1902 1672 2034 2535
Profit Before Tax (PBT) 14480 (316) (5153) (1110)
Tax expenses 5144 68 200 (341)
Profit After Tax (PAT) 9336 (384) (5353) (769)
Share of Profit / (Loss) of joint ventures associates (net) (159) (98) - -
Exceptional Items (692) - (335) -
Add: Other Comprehensive Income 77 61 34 54
Total Comprehensive Income before Non- Controlling Interest 8562 (421) (5654) (715)
Less: Non-Controlling Interest 547 70 - -
Profit after other Comprehensive Income 8015 (491) (5654) (715)
Earnings Per share (in H) 10.45 (0.73) (7.48) (1.01)

2. Performance of the Company

The key highlights of the Company?s performance is as under:

Financial Overview (Consolidated Performance)

Our revenues were increased by 61.55% at Rs111748 lakhs during theyear compared to Rs69174 lakhs in the previous year. Earnings Before Interest Taxes andDepreciation was increased by 198.44% at Rs18620 lakhs as compared to Rs6239 lakhs.EBITDA margins increased from 9.02% to 16.66% during the year. Total Comprehensive Income(post minority interest) increased to Rs8015 lakhs compared to H(491) lakhs in theprevious year. Earnings Per Share stood at Rs10.45 as compared to H(0.73) last year.

Financial Overview (Standalone Performance)

Our revenues were decreased by 24.78% at Rs37760 lakhs during the yearcompared to Rs50199 lakhs in the previous year. Earnings Before Interest Taxes andDepreciation was decreased to Rs. (1618) lakhs as compared to Rs2868 lakhs in theprevious year. EBITDA margins decreased to (4.3%) during the year. Total ComprehensiveIncome decreased by 690.77% at H(5654) lakhs compared to H(715) lakhs in the previousyear. Earnings Per Share stood at H(7.48) as compared to H(1.01) last year.

3. Dividend

The Board of Directors have recommended a Final Dividend of Rs2 perEquity Share for Financial Year 2021-22 subject to the approval of shareholders in theensuing 31st Annual General Meeting.

4. Fixed Deposits

During the year under review the Company has not accepted any fixeddeposits under the provisions of the Companies Act 2013.

5. Share Capital

The paid-up Equity Share Capital as on 31 March 2022 stood atRs7600.44 Lakhs which comprises of 76004409 Equity Shares of Rs. 10 each.

During the year under review there is no change in paid up equityshare capital of the Company.

6. Internal Financial Controls

The Company has adequate internal controls and processes in place withrespect to its financial statements which provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements. Thesecontrols and processes are driven through various policies procedures and certifications.The Management has periodically conducted the assessment of internal financial controlsfor determining operative effectiveness of controls. The internal financial controls werealso reviewed by an Independent Auditor and found to be adequate and operating effectivelyfor ensuring accuracy and completeness of the accounting records. No reportable materialweaknesses were observed. The report of Independent Auditor is annexed to theAuditors? Report on Standalone Financial Statements.

7. Details of Subsidiary/Joint Ventures/ Associate Companies

During the year under review the Company has made investment in onesubsidiary company namely Kolte-Patil Realtors Estate Private Limited (Formerly known asWoodstone Real Estate Private Limited). Further the Company has reduced its stake to 20%in Snowflower Properties Private Limited hence Snowflower Properties Private Limitedceased as Subsidiary of the Company.

The Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed as Annexure Ito the Directors? report.

8. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act 2013 read with Article167 of the Articles of Association of the Company Mr. Naresh Patil – Vice Chairman(DIN: 00881077) and Mrs. Vandana Patil Non-Executive Director (DIN: 00588888) will retireby rotation and being eligible offered themselves for re-appointment at this ensuing 31stAnnual General Meeting.

During the year under review Mr. Yashvardhan Patil was appointed asGroup Chief Executive Officer of the Company with effect from 12 June 2021 and ceased asGroup Chief Executive Officer with effect from 08 September 2021. Mr. Rahul Talele wasappointed as Group Chief Executive Officer by the Board of Directors with effect from 08September 2021. The Board of Directors in their meeting held on 08 September 2021 hasappointed of Mr. Yashvardhan Patil as Whole Time Director Designated as Joint ManagingDirector subject to the approval of the shareholders in the ensuing 31st Annual GeneralMeeting.

Mr. KN Swaminathan resigned as Chief Financial Officer with effect from02 April 2022.

Mr. Gopal Laddha was appointed as Chief Financial Officer of theCompany on 02 April 2022 by the Board of Directors.

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of Independence asprescribed both under the Companies Act 2013 and Regulation 16 (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other Individual Directors which includescriteria for performance evaluation of the non-executive directors and executivedirectors. The Board has carried out an annual evaluation of its own performance variouscommittees and Individual directors.

The Board members are provided with necessary documents reports andpolicies to enable them to familiarise with the Company?s procedures and practices.Periodic presentations are made at the Board and Committee Meetings on business andperformance up.

The details of such familiarization programmes for IndependentDirectors are posted on the website of the Company and can be accessed athttps://bit.ly/3cADexS

The Policy for selection of Directors and determining DirectorsIndependence and Remuneration Policy for Directors Key Managerial Personnel and otheremployees is annexed as Annexure II to this Report.

9. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year and the gap betweentwo meetings did not exceed four months. The dates on which the board meeting were held asfollows:

i) 31 May 2021

ii) 12 June 2021

iii) 29 July 2021

iv) 11 August 2021

v) 08 September 2021

vi) 29 October 2021

vii) 22 December 2021

viii) 08 February 2022

10. Scheme of Amalgamation and Arrangement

The Board of Directors in their meeting held on 22 December 2021 hasconsidered and approved merger of two wholly owned subsidiaries namely Tuscan Real EstatePrivate Limited and PNP Agrotech private Limited into the Company demerger of the Retailbusiness of its wholly owned subsidiary Kolte-Patil Properties Private Limited (Formerlyknown as Kolte-Patil Redevelopment private Limited) and merge the retail business into theCompany subject to necessary statutory approvals.

11. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737FRN – 117366W/ W-100018) Chartered Accountants Pune were appointed as StatutoryAuditors till the Annual General Meeting (AGM) to be held in the year 2023.

12. Contracts or arrangements with related parties

During the year under review all transactions/ arrangements entered bythe Company with related parties were in the ordinary course of business and on anarm?s length basis. The details of transactions are given in the Note No 47 in Notesto Accounts forming part of the Audited Standalone Financial Statement. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company?s website at the link:https://bit.ly/3okfKzq

13. Conservation of energy technology absorption and foreign exchangeearnings and outgo

As the Company is not engaged in the manufacturing activities theinformation related to Conservation of energy technology absorption has not be provided.The details of Foreign Exchange outgo are as follows:

(Rs In Lakhs)

Particulars For Year ended 31 March 2022 For Year ended 31 March 2021
Travelling Expenses 4 6
Professional Fees 59 59
Total 63 65

14. Particulars of loans guarantees and investments

The particulars of loans guarantees and investments are given in NoteNo. 5 and 36 in Notes to accounts forming part of the Audited Financial Statements.

15. Extract of the annual return

In accordance with Sections 92(3) read with 134(3) (a) of the Act theAnnual Return of the Company as on 31 March 2022 is available on the website of theCompany at: https://bit.ly/3yVleWb

16. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company has establishedCorporate Social Responsibility (CSR) Committee and Report on CSR Activities forms part ofthis Report as Annexure III.

17. Audit Committee

The Audit Committee of the Company comprises following members:

Name of the Member Designation Category
Mr. Prakash Gurav Chairman Independent Director
Mr. Achyut Watve Member Independent Director
Mr. Girish Vanvari Member Independent Director
Mrs. Sudha Navandar Member Independent Director
Mr. Yashvardhan Patil Member Joint Managing Director
Mr. Nirmal Kolte Member Executive Director

Mr. Vinod Patil Company Secretary of the Company acts as thesecretary to the Audit Committee and the Managing Director Chief Executive Officer andthe Chief Financial Officer of the Company are permanent invitees to the Audit CommitteeMeetings. The Board has accepted all the recommendations of the Audit Committee.

18. Vigil Mechanism for Directors and Employees

The Vigil Mechanism of the Company which also incorporates a WhistleBlower Policy in Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations. To maintain these standards the Companyencourages its employees who have concerns about suspected misconduct whether by theDirectors employees vendors or customers and to come forward and express these concernswithout fear of punishment or unfair treatment. The report received from employees will bereviewed by Audit Committee. The Directors and Management Personnel are obligated tomaintain confidentiality of such reporting and ensure that the whistle blowers are notsubjected to any discriminatory practices. No person has been denied access to the AuditCommittee.

The said policy can be accessed at https://bit.ly/3zjnWq2

19. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises offollowing members:

Name of the Member Designation Category
Mr. Jayant Pendse Chairman Independent Director
Mr. Prakash Gurav Member Independent Director
Mr. Umesh Joshi Member Independent Director
Mr. Achyut Watve Member Independent Director
Mr. Girish Vanvari Member Independent Director
Mrs. Sudha Navandar Member Independent Director

20.Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in AnnexureIV to the Directors report.

21. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors ofthe Company inter alia administers and monitors the Employees? Stock Option Schemeof the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines ason 31 March 2022 (cumulative position) with regard to the Employees? Stock OptionScheme (ESOS) are provided in Annexure V to this Report.

22. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 the Company hadappointed M/s. SVD & Associates Company Secretaries Pune as its Secretarial Auditorsto conduct the secretarial audit of the Company for the Financial Year 2021-22. The Reportof Secretarial Auditor for the Financial Year 2021-22 is annexed to this report asAnnexure VI. The Comments in Secretarial Audit Report are self-explanatory.

Kolte-Patil Integrated Townships Limited (Formerly Known as Kolte-PatilI-Ven Townships (Pune) Limited) and KPE Private Limited (Formerly known as Kolte-PatilInfratech Private Limited) are the material subsidiaries of the Company. Pursuant to theRegulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended from time to time the Secretarial Audit Report of material subsidiary isannexed to this report as Annexure VII and Annexure VIII respectively.

23. Secretarial Standards

The Institute of Company Secretaries of India had revised theSecretarial Standards on Meetings of the Board of Directors (SS-1) and SecretarialStandards on General Meetings (SS-2) with effect from 01 October 2017. The Company is incompliance with the revised secretarial standards.

24. Report on Corporate Governance

The Report on Corporate Governance for the Financial Year 2021-22 asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is presented in a separate section forming part of the Annual Report. The same covers thenote on Show Cause Notice received from Securities and Exchange Board of India. Furtherthe Company has opted for the settlement process under the SEBI (Settlement Proceedings)Regulations 2018 and the same is under process.

The Company has obtained the Compliance certificate for the FinancialYear 2021-22 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP forthe compliance of conditions of corporate governance as stipulated in Regulation 34 (3)real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

25. Risk Management Policy

The Company has constituted Risk Management Committee comprising 7members in which 4 members are Independent Directors. The Risk Management Committee hasapproved the Risk Management Policy. The Committee monitors the policy ensures that theCompany is acting appropriately to achieve prudent balance between the risk and reward andevaluates significant risk exposures and assesses the management?s actions tomitigate the exposures.

26. Directors? Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31March 2022 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31 March 2022and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a ‘goingconcern? basis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

27. Management?s Discussion And Analysis Report

Management?s Discussion and Analysis Report for the year underreview as stipulated in Regulation 34 (2) (e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section formingpart of the Annual Report.

28. Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has adopted a Policy on Prevention and Redressal of SexualHarassment at workplace. Pursuant to the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place anInternal Complaints Committee for prevention and redressal of complaints of sexualharassment of women at the workplace.

Status of Complaints received during the year under review:

Received during the year Resolved Pending at the year end
NIL NIL NIL

29.Credit Rating

The Company has obtained credit rating as ‘A+/Stable? for thebank facilities of Rs600 Crores from CRISIL and ‘ICRA A+/Positive? by ICRA forbank facilities of Rs473 Crores.

30.Acknowledgements

Your Directors take this opportunity to thank customers vendorsCentral and State Governments business associates and bankers for their consistentsupport and co-operation to the Company. Your Directors take this opportunity to thank allthe employees who have helped for sustained excellence in performance of the Company.

Finally the Directors would like to convey their gratitude to themembers for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors
Rajesh Patil
Date: 25 May 2022 Chairman and Managing Director
Place: Pune DIN 00381866

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