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Directors Report of Kolte-Patil Developers Ltd.

Mar 31, 2015

Dear members

The Directors have pleasure in presenting 24th Annual Report on the business and operations of the Company and the Financial Statement for the year ended 31 March 2015.

1. Financial highlights (Rs. in Lakhs)

Particular Consolidated

2014-15 2013-14

Revenue from Operations 69,664 76,422

Other Income 1,171 1,516

Total Income 70,835 77,938

Operating Profit before interest, depreciation, amortization

and taxes (EBITDA) 20,437 22,082

Depreciation and amortization 1,006 708

Interest and finance charges 4,396 4,567

Profit Before Tax (PBT) 16,206 18,323

Tax expenses 6,021 6,632

Profit After Tax (PAT) 10,185 11,691

Minority Interest 3,653 2,487

Profit for the year 6,532 9,204

Earnings Per share (in Rs.) 8.62 12.15



Particular Standalone

2014-15 2013-14

Revenue from Operations 16,837 18,723

Other Income 4,278 4,403

Total Income 21,115 23,126

Operating Profit before interest, depreciation, amortization

and taxes (EBITDA) 4,289 3,664

Depreciation and amortization 392 175

Interest and finance charges 3,160 2,729

Profit Before Tax (PBT) 5,015 5,163

Tax expenses 6,52 525

Profit After Tax (PAT) 4,363 4,638

Minority Interest - -

Profit for the year 4,363 4,638

Earnings Per share (in Rs.) 5.76 6.12

2. Performance of the Company

The highlights of the company's performance as under: Financial Overview (Consolidated Performance)

Our revenues were lower by 9.00% at Rs. 69,664 lakhs during the year compared to Rs. 76,422 lakhs in the previous year. Expenses also reduced by 9.00% to Rs. 50,233 lakhs from Rs. 55,047 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation was lower by 7% at Rs. 20,437 lakhs as compared to Rs. 22,082 lakhs. EBITDA margins expanded from 28.9% to 29.3% during the year. Profit After Tax (post minority interest) was lower by 29% at Rs. 6,532 lakhs compared to Rs. 9,204 lakhs in the previous year. Earnings Per Share stood at Rs. 8.62 as compared to Rs. 12.15 last year. Dividend of Rs. 2.00 per share, amounting to a payout of 23.00% of the year's profits, has been recommended by the Board of Directors.

We recorded new sales bookings of 2.9 million square feet during the year, higher by 38%, against 2.1 million square feet in the previous year. The value of area sold was Rs. 1,67,796 lakhs, up 46% as compared to Rs. 1,15,040 lakhs in the previous year. The average sales price realization stood at Rs. 5,871 per square foot during the year as compared to Rs. 5,412 per square foot in the previous year, higher by 8%.

Financial Overview (Standalone Performance)

Our revenues in 2014-15 were lower by 10% during the year at Rs. 16,837 lakhs compared to Rs. 18,723 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation increased by 17% at Rs. 4,289 lakhs as compared to Rs. 3,664 lakhs in the previous year. EBITDA margins expanded from 19.6% to 25.5% during the year. Profit After Tax was lower by 6% at Rs. 4,363 lakhs compared to Rs. 4,638 lakhs in the previous year. Earnings Per Share stood at Rs. 5.76 as compared to Rs. 6.12.

3. Dividend

Your Directors have recommended a final dividend of Rs. 2 per equity share on 7,57,74,909 equity shares of Rs. 10 each. This dividend is subject to the approval of the members at the ensuing 24th Annual General Meeting.

4. Allotment of Non-Convertible Debentures

During the year under review, the Company has allotted 700 Senior Secured Rated Listed Taxable Redeemable Non- Convertible Debentures of Rs. 1,000,000 each fully paid through private placement. The Company has created Debenture Redemption Reserve of Rs. 583 Lakhs.

5. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 ("the Act”) and the Company has repaid all the fixed deposits accepted under the provisions of the Companies Act, 1956. There is no default in repayment of any deposits/interest thereon.

6. Internal financial controls

The Company has adequate internal financial controls with reference to financial statements.

7. Details of Subsidiary/Joint Ventures/ Associate Companies

The Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed as Annexure I.

8. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Act, read with Article 167 of the Articles of Association of the Company, Mr. Naresh Patil - Vice Chairman (DIN 00881077) will retire by rotation and being eligible, offered himself for re-appointment at this ensuing Annual General Meeting.

During the year under review, Mrs. Shraddha Jain was appointed as Chief Financial Officer of the Company by the Board of Directors in their meeting held on 18 October 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Board members are provided with necessary documents, reports and policies to enable them to familiarise with the Company's business. Periodic presentations are made at the Board and Committee Meetings, on business and performances. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.koltepatil.com/investors/corporate- governance.

The Policy for selection of Directors and determining Directors independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure II.

9. Meetings of the Board of Directors

Eight Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

20 May 2014, 28 June 2014, 13 August 2014, 18 October 2014, 11 December 2014, 16 January 2015, 23 January 2015 and 21 March 2015.

10. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB- 8737, FRN - 117366W/W-100018), Chartered Accountants, Pune hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act, and that they are not disqualified for re-appointment. The Board of Directors recommend their appointment.

11. Contracts or arrangements with related parties

During the year under review, all transactions/arrangements entered by the Company with related parties were in the ordinary course of business and on an arm's length basis. All Related Party Transactions are approved by the Audit Committee.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.koltepatil.com/investors/corporate-governance.

The details of all transactions/arrangement with related party are given in the Note No. 41 in Notes to Accounts forming part of the Audited Finance Statement.

12. Conservation of energy, technology absorption and foreign exchange earnings and outgo

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not been provided.

The details of Foreign Exchange earnings and outgo are given in Note No. 31 in Notes to accounts forming part of the Audited Financial Statements.

13. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No. 13 and 47 in Notes to accounts forming part of the Audited Financial Statements.

14. Extract of the annual return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules 2014, the extract of the annual return in Form No. MGT - 9 as provided in Annexure III.

15. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and Report on CSR Activities forms part of this Report as Annexure IV.

16. Audit Committee

The Audit Committee of the Company comprises the following members:

Name of the Member Designation Category

Mr. Prakash Gurav Chairman Independent Director

Mr. Achyut Watve Member Independent Director

Mr. Jayant Pendse Member Independent Director

Mr. G L Vishwanath Member Independent Director

Mrs. Manasa Vishwanath Member Independent Director

Mr. Milind Kolte Member Executive Director

Mr. Vinod Patil, Company Secretary of the Company acts as the secretary to the Audit Committee and the Managing Director and Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meetings.

The Board has accepted all the recommendation of the Audit Committee.

17. Vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Company seeks to maintain the highest ethical and business standards in the course of its business and has put in place mechanism of reporting illegal or unethical behavior. Directors, employees, vendors or customers may report violations of the laws, rules, regulations or unethical conducting by writing to the notified person. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

The said policy can be accessed at http://www.koltepatil.com/ investors/corporate-governance.

18. Nomination and Remuneration Committee

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

Name of the Member Designation Category

Mr. Jayant Pendse Chairman Independent Director

Mr. Prakash Gurav Member Independent Director

Mr. G. L. Vishwanath Member Independent Director

Mr. Achyut Watve Member Independent Director

Mrs. Manasa Vishwanath Member Independent Director

Mr. Milind Kolte Member Executive Director

19. 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 Annexure V.

20. Employee Stock Option Scheme

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

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2015 (cumulative position) with regard to the Employees' Stock Option Scheme (ESOS) are provided in Annexure VI.

21. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, a Firm of Practicing Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2014-15. The Report of Secretarial Auditor for the FY 2014-15 is annexed to this report as Annexure VII.

22. Corporate Governance Certificate

Report on Corporate Governance for the FY 2014-15, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the FY 2014-15 from the statutory auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement.

23. Risk management policy

The Company has constituted Risk Management Committee comprising 6 members, of which 3 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management's actions to mitigate the exposures.

24. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

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

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

25. Management's Discussion And Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

26. Acknowledgements

Your Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for consistently delivering quality to our customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company.

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

For and on behalf of the Board of Directors,

Rajesh Patil Pune Chairman and Managing Director 26 May 2015 DIN 00381866




Mar 31, 2014

The Members

The Directors have pleasure in presenting 23rd Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended on 31st March 2014.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2013-14, there was only one reportable segment namely Real Estate Development.

Financial Highlights:

(Rs. In Lakhs)

Particulars Consolidated Standalone 2013-14 2012-13 2013-14 2012-13

Revenue from Operations 76,422 72,748 18,723 18,141

Other Income 1,516 3,653 4,403 4,963

Total Income 77,938 76,401 23,126 23,104

Profit before interest, depreciation, 23,598 22,858 8,067 10,055 amortization and taxes (EBITDA)

Depreciation and amortization 708 587 175 147

Interest and finance charges 4,567 3,634 2,729 984

Profit Before Tax 18,323 18,637 5,163 8,924

Tax expenses 6,632 6,246 525 2,357

Prof it After Tax 11,691 12,391 4,638 6,567

Minority Interest 2,487 1,647 -- --

Profit for the year 9,204 10,744 4,638 6,567

Earnings Per share (inRs.) 12.15 14.18 6.12 8.37

Dividend

Your Directors had declared and paid interim dividend ofRs. 1.50 per share on 7,57,74,909 equity shares during the year under review. Further, your Directors have recommended a final dividend of Rs. 1.60 per equity share on 7,57,74,909 equity shares ofRs. 10 each. This dividend is subject to the approval of the members at the forthcoming 23rd Annual General Meeting to be held on September 13, 2014.

During the year, the Company has paid/recommended dividend aggregating to Rs. 3.10 per share i.e. 31% of the Face Value of the Equity Shares of Rs. 10 each.

Projects underdevelopment

"Life Republic" is situated at Jambhe, NearHinjewadi, Pune. The phase-l (approx. 150 acres) of the Life Republic project consists of various sectors i.e. 1/2/3 BHK Apartments, Row Houses, Twin Bungalows. The construction of various sectors of the phase 1 is completed more than 80% and the Company expects to deliver the possession before November 2014. Also, the Company has completed a substantial infrastructure of the project. The Company has received location clearance for Phase II of the project and applied for the requisite approvals. The phase 1 of the project is almost sold out.

"Ivy Estates" is located at Wagholi, Pune comprising Development form of 1 BHK to Independent Villas. It is spread across over approx. 73 acres of lush green surroundings. During the year, the company has completed the construction of 19 Lakhs sq. ft. saleable area in 1st phase and also developed the substantial infrastructure for IVY estate project. In respect of 2nd phase the Company has applied for requisites approvals, it is expecting all required approvals in the middle of FY 2014-15. The 1st phase of the project is almost sold out and the Company has given the possession of more than 1000 units. The Company is expecting good response for the proposed 2nd phase.

"24K Jazz (24K Glitterati II)" is another masterwork by 24K brand, based near the iconic Glitterati project. This project is designed for people who are born to indulge in extravagant luxury. The charismatic features and sen- sational design evidently elevate 24K Glitterati Phase II to the next level of architectural brilliance. The project is pre-launched and the company expects good response.

"Tuscan Estate" is located on the eastern side of the Pune city having many IT companies in the vicinity. The project consists of 3 BHK Luxury Apartments and 4 BHK penthouses. The total saleable area is approx. 129,400 sq. ft. The phase 1 of project is almost sold out and construction of phase I is completed and the company has given the possession to the flat owners. The construction of 2nd phase is in progress. The Directors foresee a good response for the 2nd phase of the project.

"Down Town" is located at Kharadi. The project consists of residential and commercial buildings. The project is divided into several parts namely Beryl, Cheryl and Langston (Residential Buildings) Arissa Avenues (Com- mercial Buildings). The Beryl project phase - 2 has been sold out to the extent of 65% and the project is expected to be completed by June 2015. The Cheryl project phase -2 is sold out to the extent of 55% and expected to be completed by May 2015. The Langston project is 80% sold out and expected to be completed by May 2015. The Arissa Avenues is 100% sold out and nearing completion. City vista is the new feather in our cap. Located in the Downtown, it comprises office space and retail ranging from area 708 to 5000 sq. ft. The project is 60% sold out and possession is expected to be given around December 15 onwards.

"Florence" is a residential project at NIBM Road, Pune. The Company had completed its phase I i.e. Margosa Heights. During the year, the Company had launched the Phase II of the project named as "Florence" comprising saleable area of approx. 540,000 sq. ft. The construction is in progress. The Company has received an excellent response for the project as it offers ambience of natural beauty while being closely connected to the essential necessities of life.

"24K Glamore" is not just any other project. It is being conceived with a purpose to appeal to rich taste. Located in the area of 45-acre Hills and Dales. 24K Glamore promises quality of life with a wide and well developed roads and ready to use amenities, beautiful villas in the vicinity, landscaped gardens with unique water bodies and rejuvena- tion facilities make sure you are always surrounded with the best that life has to offer.

"Three Jewels" is the project that is considered as gateway to prosperity. The Project is coming up near peaceful but well-connected Katraj - Kondhwa Road. Three Jewels enjoys complete social infrastructure and excellent con- nectivity to all important parts of the city. Spread across 35 acres, it features 1, 2 and compact 3 bedroom apart- ments and excellent lifestyle amenities.

Three Jewels is a home for everyone who wants to enjoy the benefits of living in a city without having to put up with the chaotic life. The homes with amenities and atmosphere full of serenity; offers everything that needs to enjoy life in every sense.

We have reserved more than 50% area of the project for open spaces which offers fresh air and closeness to nature and gardens. Every home gets beautiful views of the amenity space or surrounding majestic hills. The Company has launched the project and received an overwhelming response.

Projects Highlights - Bangalore

"Raaga" thoughtfully designed, competitively priced quality homes comprising 2 and 3 BHK on Kannur Road near Thanissandra, Bangalore. Raaga is spread over 4.5 acres and having saleable area of approx. 6,51,769 sq. ft. and will comprise 12 blocks to be built in two phases. These 590 homes offer optimal value in terms of location, conve- nience, lifestyle and price. The Company has launched the phase 1 of the project and obtained the commencement certificate for the project and construction has started. The Company foresee a good response for the project.

"Mirabilis" is a upcoming luxury residential project situated at Horamavu - Banaswadi Road, Bangalore having saleable area of approx. 7,84,066 sq. ft. The Company has applied for the requisite approvals.

Projects in Mumbai

Link Palace Co-operative Housing Society Limited is the company''s first project in Mumbai. Link Palace is located in the western suburb of Mumbai on Khar-Linking Road, next to shopping arcades and premium branded showrooms like Benetton, Tommy Hilfiger, OVS etc. The project has a plot area of 1,594 square meters with the company hav- ing an economic interest of -20,000 square feet. Jay Vijay CHS is the second project located at Ville Parle East, having a total plot size of 8,979 square meters with the company having an economic interest of 1.6 lakh square

feet. The second project, Jumbo Darshan, is located in Andheri East, with a total plot size of 7,077 square meters with the company having an economic interest of 1.1 lakh square feet. The Company will commence construction on Link Palace by mid-FY2015 and will launch the other two projects once the requisite approvals are in place.

Projects in Goa

"Mar Esmeralda" is designed in a contemporary interpretation of Goan Architecture; it offers 62 residences with the finest of luxury features. At these finely crafted 3 BHK homes, even time stretches luxuriously in ap- preciation of life. The living spaces are designed to stretch the definition of luxury. Surrounded in pristine greens, Mar Esmeralda is located close to some of the best beaches in Goa. The beach life is just a walk away. Mar Esmeralda is the perfect residential destination, bringing together the highlights of Goan life. The Project is launched in June 2014 and the construction has been commenced and the Company foresees a good response.

The projects namely Life Republic, Ivy Estates, Tuscan Estates, Down Town, Florence and Three Jewels are de- veloped under Special Purpose Vehicle and rest of the Projects are developed by the Company.

Directors

During the year under review, Mr. Prakash Gurav has been appointed as Additional Director (Non-Executive Inde- pendent Director) with effect from August 13, 2014 and the Board recommends his appointment for the approval of members in the ensuing 23rd Annual General Meeting. Mr. Manish Doshi - Non Executive Independent Director has been resigned from the Board with effect from August 13, 2014.

The current composition of Board of Directors is as follows:

1. Mr. Rajesh Patil - Chairman and Managing Director

2. Mr. Naresh Patil - Vice Chairman

3. Mr. Milind Kolte - Executive Director

4. Mrs. Sunita Kolte - Executive Director

5. Mrs. Vandana Patil -Executive Director

6. Mr. Achyut Watve - Non Executive Independent Director

7. Mr. Jayant Pendse - Non Executive Independent Director

8. Mr. G L Vishwanath - Non Executive Independent Director

9. Mrs. Manasa Vishwanath - Non Executive Independent Director

10. Mr. Prakash Gurav- Non Executive Independent Director

Pursuant to Section 152 of the Companies Act, 2013 read with the Article 167 of Articles of Association of the Com- pany, Mrs. Vandana Patil, Mrs. Manasa Vishwanath and Mr. Jayant Pendse retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing 23rd Annual General Meeting.

The Profile of Directors seeking appointment and re-appointment, as required under clause 49 of the Listing Agree- ment, has been annexed to the Notice of the 23rd Annual General Meeting.

Subsidiary Companies

The Company has 13 subsidiary Companies as on 31st March 2014 namely, Tuscan Real Estate Private Limited, Kolte-Patil Real Estate Private Limited, Bellflower Properties Private Limited, Snowflower Properties Private Lim- ited, Yashowardhan Promoter and Developers Private Limited, Jasmine Hospitality Private Limited, Sylvan Acres Realty Private Limited, Lilac Hospitality Private Limited, Olive Realty Private Limited, PNP Retail Private Limited, PNP Agrotech Private Limited, Regenesis Facility Management Company Private Limited and Regenesis Project Management Company Private Limited.

Particulars under section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of its subsidiaries to its Annual Report. The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February 2011 has granted exemption for not attaching Annual Report of Subsidiary Companies provided that, such Companies publish the Audited Consolidated Financial Statement in the Annual Report. Your Company has complied with all the requirements of the circular of Ministry and accordingly, the Annual Report does not contain the Financial Statements of the above Subsidiary Companies. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India.

The financial details of the Subsidiary Companies, as well as the extent of holding as required under the aforesaid General Circular, are provided in Annexure I to the Directors'' Report.

Amalgamation of Oakwoods Hospitality Private Limited

Pursuant to the Scheme of Amalgamation as approved by High Court, Bombay, Oakwoods Hospitality Private Limited (a Wholly Owned Subsidiary of the Company) has been merged with the Company with effect from April 01, 2013. The High Court, Bombay has approved the scheme vide their order dated March 18, 2014 with effect from April 01, 2013. The all the assets and liabilities have been transferred with effect from April 01, 2013 in the books of the Company. The detailed note on amalgamation is given in point no. 33 in ''Notes to Accounts'' forming part of the Audited Financial Statements.

Fixed Deposits

Your Company had been accepting Fixed Deposits for a period of 1 year, 2 years and 3 years. The Management is thankful to all the investors for participating in the scheme and for the faith reposed in the Company.

The outstanding Fixed Deposits accepted as on 31st March 2014 stood at Rs. 1265 Lakhs as against Rs. 1691 Lakhs in the previous year. For the year ended 31st March 2014, your Company has mobilized deposits aggregating to Rs.235 Lakhs (Previous yearRs. 982 Lakhs). None of the deposits which have matured and claimed have remained unpaid. Pursuant to the provisions of the Companies Act, 2013, the Company will be repaying the outstanding fixed deposits by March 31, 2015.

Investors'' Relation and Grievances

The Company has a Shareholders'' and Investors'' Grievance Committee which addresses the issues relating to investors. There were no investor grievances pending as on 31st March 2014. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent. The details regarding the investor complaints received and resolved during the year are mentioned in the Report on Corporate Governance annexed to this report.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

- In preparation of these accounts, the accounting standards made applicable by Institute of Chartered Accoun- tants of India have been followed.

- We selected appropriate accounting policies which have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to ensure that the accounts give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date.

- We have taken a proper and sufficient care for maintenance of appropriate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and defecting frauds and other irregularities.

- The accompanying financial statements of the Company have been prepared on a going concern basis.

Auditors

The Auditors of the Company M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018), Chartered Accountants, Pune retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept appointment, if re-appointed. Your Directors recommend their re-appointment.

Human Resources

As we work towards building a sustainable organization, the two primary focus areas are to build a culture of meritoc- racy and customer centricity. Thus HR will focus on creating and implementing the building blocks towards this goal.

This year, we aim to intensify focus on employees having clarity on their roles and responsibilities, creating job awareness and driving employee accountability.

HR will focus on driving the variable compensation which will be linked to individual as well as organization perfor- mance. This concept will be further drilled down by defining interfaces required with different functions by putting RACI for key processes and ensuring that the process owners work cohesively, as an integrated team.

In order to build a motivating workforce, this year we intend to roll out the Employee Reward and Recognition pro- gram that will ensure that attributes beyond performance are recognized and rewarded.

To ensure that we build a sustainable organisation that can support our growth and expansion plans, creating a leadership pipeline, is one of our key focus area. This will entail developing leadership and business competencies for employees across the various levels. We will continue to recruit from recognized institutions. We plan to procure training software that will help us train our employees on business competencies.

HR will focus on building capabilities by using the Capability Maturity Model in order to ensure that our goals and Objectives are achieved.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

As the Company is not engaged in the manufacturing activities, the information related to Conservation of Energy and Technology absorption as required under Section 217(1)(e)ofthe Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, therefore, these details have not provided.

The details of Foreign Exchange earnings and Outgo are given in point no. 30 in ''Notes to Accounts'' forming part of the Audited Financial Statements.

Particulars of the Employees

A statement required under Section 217(2A) of the Companies Act, 1956 has been furnished herein as Annexure II and forms a part of this Report.

Report on Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

Acknowledg ments

Your Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for consistently delivering quality to our customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excel- lence in performance of the Company.

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

For and on behalf of the Board

Pune Rajesh Patil Date: August 13, 2014 Chairman and Managing Director


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting 22nd Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended on 31st March 2013.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2012-13, there was only one reportable segment namely Real Estate Development.

Financial Highlights

(Rs. In Lakhs)

Particulars 2012-13 2011-12

Net Sales and Other Income 23,103.67 11,430.28

Less: Expenditure 13,049.21 6,561.23

Less: Financial Charges 924.42 620.47

Less: Depreciation/Amortization 146.16 127.37

Profit Before Tax 8,924.42 4,121.22

Less: Provision for taxation 2,357.35 1,084.39

Profit for the period 6,567.07 3,036.83

Add: Balance of Profit and Loss Account brought forward from the previous year 31,128.84 29,804.79

Profit available for appropriation 37,695.91 32,841.62

Appropriations:

Transfer to General Reserve 656.71 367.72

Proposed Dividend including Interim Dividend Paid (includes tax on dividend) 3078.37 1,409.08

Balance carried to Balance Sheet 33,960.83 31,064.82

During the year under review, the total revenue of the Company stood at Rs. 23,103.67 Lakhs as compared to Rs. 11,430.28 Lakhs in the previous year, an increase of 102.13%. The Profit before Tax for the year ended 31st March, 2013 stood at Rs. 8,924.42 Lakhs as compared to Rs. 4,121.22 Lakhs in the corresponding period of the previous year, an increase of 116.55%.The profit after Tax was Rs. 6,567.07 Lakhs, compared to Rs. 3,036.84 Lakhs during 2011-12, an increase of 116.25%.

Dividend

Your Directors has declared and paid interim dividend of Rs. 2.00 per share on 7,57,74,909 equity shares during the year under review. Further, your Directors have recommended a final dividend of Rs. 1.50 per equity share on 7,57,74,909 equity shares of Rs. 10 each. This dividend is subject to the approval of the members at the forthcoming 22nd Annual General Meeting to be held on 27th July, 2013.

During the year, the Company has recommended dividend aggregating to Rs. 3.5 per share i.e.35% of the Face Value of the Equity Shares of Rs. 10 each.

Projects under development

Projects Highlights - Pune

"Life Republic" is situated at Jambhe, Near Hinjewadi, Pune. During the year under review, the phase I (approx. 150 acres) of the project consisting 1/2/3 BHK Apartments, Row Houses, Twin Bungalows has received the overwhelming response. The Company has sold 96% of the units in the project. The construction is under development and expected to be completed by March 2014 along with infrastructural developments. The project has received "Realty Plus Marketing Award" for "Innovative Real Estate Marketing Campaign of the Year".

"Ivy Estates" is located at Wagholi, Pune comprising of mixed Development of 1 BHK to Independent Villas. It is spread across over approx. 73 acres of lush green surroundings. During the year under review, 91% of the units in phase 1 have been sold out. Now, the Company is planning to launch the next phase of the project consisting apartments and villas and approximate saleable area approx. 2.5 million sq. ft. The project has won two awards namely "Best Affordable/Budget Housing Developers of the Year-West India" which is a National Level Award, at the 4th Estate Summit and Awards, West India Edition organized by the Bloomberg TV Group and "Best Affordable/ Budget Housing Project 2012 - Pune" which is a City Level Award, organized by RR Kabel & CNBC channel at the "CNBC AWAAZ REAL ESTATE AWARDS 2012".

"Glitterati" is an ongoing project of the Company which is located at just 4 kms away from Pune''s major IT hub, Hinjewadi Infotech Park. The project offers finest homes, extraordinary in terms of location, engineering, designing and amenities. This project has exclusive, river-facing homes starting from 2,000 sq. ft. going all the way up to 6,000 sq. ft., 5 towers offer 3 and 4 bedroom super luxurious apartments, garden homes and 5 bedroom duplex penthouses with terrace deck, garden and a private pool. The phase I of the project is almost sold out and the possession and hand over process is started. You Director foresee a good response for the next phase of the project.

"Tuscan Estate" is located on the eastern side of the Pune city having many IT companies in vicinity. The project consists of 3 BHK Luxury Apartments and 4 BHK penthouses. The total saleable area is approx. 129,400 sq. ft. The project is almost 85% sold out and expected to be completed by August 2013.

"Down Town" is located at Kharadi. The project consists of residential and commercial buildings. The project is divided into several parts namely Beryl, Cheryl and Langston (Residential Buildings) Arissa Avenues (Commercial Buildings). The Beryl is 90% sold out and expected to be completed by June 2013. The Cheryl is 85% sold out and expected to be completed by May 2014. The Langston is 75% sold out and expected to be completed by May 2014. The Arissa Avenues is 70% sold out and the construction is in progress.

"Florence" is a residential project at NIBM Road, Pune. The Company had completed its phase I i.e. Margosa Heights. During the year, the Company had launched the Phase II of the project named as "Florence" comprising of saleable area approx. 540,000 sq. ft. The Company had received a good response for the project as it offers ambience of natural beauty while being closely connected to the essential necessities of life.

"Green Olive" is a 2 and 3 BHK Luxurious Apartments project which is located at Hinjewadi, where style and luxury merge beautifully to form the perfect home. The phase 1 of the project is almost sold out and the possession and hand over process is started. City Centre is a commercial project in Hinjewadi with multiple space size offerings spread across 52,000 sq. ft. The project is ready for possession.

"Allura" (24K) is a creme de la creme project that seeks to add a world-rich edge to your lifestyle. From the aesthetic bent of the layouts to the selection of amenities, from the lush landscaping to the stylish tiles beneath your feet - even the minutest detail is underlined by a delicate blend of good taste, worldliness, sophistication and subtlety. The Company has completed the Phase I of the project. Total saleable area of Phase I is 2,80,000 sq. ft and the Phase I is almost sold out. The Construction is in progress. The Company is planning to launch the Phase II of the Project. "City Bay" is a commercial project of the Company situated at Boat Club Road, Pune with total saleable area of approximately 95,000 sq. ft. The project is almost sold out and expected to be complete by June 2013.

Projects Highlights - Bangalore

"Utsav Raaga" thoughtfully designed, competitively priced quality homes comprising 2 & 3 BHK on Kannur Road near Thanissandra, Bangalore. Raaga is spread over 4.5 acres and will comprise 12 blocks to be built in two phases. These 590 homes offer optimal value in terms of location, convenience, lifestyle and price. The Company has launched the phase 1 of the project and obtained the commencement certificate for the project and construction has been started.

"Alyssa" is a commercial project of the Company located on the plush Richmond Road at Bangalore with total saleable area of approximately 43,000 sq. ft. The ground and mezzanine floor is being considered as showroom space and the upper floors for office use. The Building Structure is ready for fit outs and "Occupancy Certificate" for the building completion has been obtained from Authorities.

"The Classique" is a commercial project located on Sarjapura Main Road, Koramangala III Block, Bangalore. The building consists of double basement plus ground plus 9 floors and having total saleable area of approximately 1,98,000 sq. ft. The Construction is in progress.

The projects namely Life Republic, Ivy Estates, Tuscan Estates, Down Town, Florence and Green Olive are developed under Special Purpose Vehicle and rest of the Projects are developed by the Company.

Directors

During the year under review, the Board has appointed Mrs. Vandana Patil as Executive Director of the Company. Further, there is no change in the composition of the Board of Directors.

Pursuant to Section 256 of the Companies Act, 1956 read with the Article 167 of Articles of Association of the Company, Mr. Milind Kolte, Mrs. Sunita Kolte and Mr. G. L. Vishwanath; Directors, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

The Profile of Directors seeking appointment and re-appointment, as required under clause 49 of the Listing Agreement, has been annexed to the Notice of the 22nd Annual General Meeting.

Subsidiary Companies

The Company has 14 subsidiary Companies as on 31st March, 2013 namely, Tuscan Real Estate Private Limited, Kolte-Patil Real Estate Private Limited, Bellflower Properties Private Limited, Yashowardhan Promoter and Developers Private Limited, Oakwoods Hospitality Private Limited, Jasmine Hospitality Private Limited, Sylvan Acres Realty Private Limited, Lilac Hospitality Private Limited, Olive Reality Private Limited, Snowflower Properties Private Limited, PNP Retail Private Limited, PNP Agrotech Private Limited, Regenesis Facility Management Company Private Limited and Regenesis Project Management Company Private Limited.

Particulars under section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of its subsidiaries to its Annual Report. However, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted exemption for not attaching Annual Report of Subsidiary Companies provided that, such Companies publish the Audited Consolidated Financial Statement in the Annual Report. Your Company has complied with all the requirements of the circular of Ministry and accordingly, the Annual Report does not contain the Financial Statements of the above Subsidiary Companies. The Consolidated Financial Statements present a full and fair picture of the state of affairs and the financial condition. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India. The financial details of the Subsidiary Companies, as well as the extent of holding as required under the aforesaid General Circular, are provided in Annexure I to the Directors'' Report.

Fixed Deposits

Your Company has been accepting Fixed Deposits for a period of 1 year, 2 years and 3 years. The Company has received an overwhelming response from the investors. The Shareholders of the Company, Senior Citizens, Flat Owners of Kolte-Patil group, Handicapped Persons, Armed Force Personnel and Employees of Kolte-Patil Group are entitled to receive an additional 0.50% rate of interest on the deposits invested with the Company. The Management of the Company is thankful to all the investors for participating in the scheme and for the faith reposed in the Company. Fixed Deposits accepted as on 31st March, 2013 stood at Rs. 1691.25 Lakhs as against Rs. 909.22 Lakhs in the previous year. For the year ended 31st March, 2013, your Company has mobilized deposits aggregating to Rs. 982.35 Lakhs (Previous year Rs. 510.85 Lakhs). None of the deposits which have matured and claimed have remained unpaid.

Investors'' Relation and Grievances

The Company has a Shareholders'' and Investors'' Grievance Committee which addresses the issues relating to investors. There were no investor grievances pending as on 31st March, 2013. A confirmation to this effect has been obtained from the Company''s Registrar and Share Transfer Agent. The details regarding the investor complaints received and resolved during the year are mentioned in the Report on Corporate Governance annexed to this report. Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

- In preparation of these accounts, the accounting standards made applicable by Institute of Chartered Accountants of India have been followed.

- We selected appropriate accounting policies which have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to ensure that the accounts give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

- We have taken a proper and sufficient care for maintenance of appropriate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and defecting frauds and other irregularities.

- The accompanying financial statements of the Company have been prepared on a going concern basis. Auditors

The Statutory Auditors of the Company M/s. S P C M & Associates, Chartered Accountants, Pune has express their unwillingness to continue as Statutory Auditors of the Company. Hence, the Board of Directors of the Company on the recommendation of Audit Committee, subject to the approval of members, has consider the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Pune as Statutory Auditors of the Company in place of retiring auditors M/s. S P C M & Associates, Chartered Accountant, Pune to hold the office from the conclusion of this ensuing Annual General Meeting until the conclusion of the next Annual General Meeting on such remuneration as may be agreed between the Board and/or Audit Committee and the Auditors. The Board recommends appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Pune as Statutory Auditors of the Company.

Human Resources

Since inception, Kolte-Patil has always viewed its people working in the organization as its great and the most valued asset. Throughout the year, the Company has introduced several employee related initiatives aimed at enhancing productivity, morale and motivation with greater focus on development and retention of the ''Quality'' talent. The Company has conducted various Training and Development Programs and organized welfare activities for all levels across the functions to help employees get comfortable in their jobs. Few major activities are;

- We have conducted various activities for the employees like; Free Eye-Check-UP Camp, Free Physiotherapy Camp, Birthday Celebration, Awareness program of Safety & Health conducted for Labours, Adventurous Outing, Navratri Celebration, Blood Donation Camp at Different sites, Medical Checkup of HOD''s, Women''s Day Celebration, First aid Training program and Safety week celebration, etc.

- As HR Functioning is changing with time & with this change Training & Development activities are now equally important to modify them with the changing scenario. The Company has undertaken various training programmes for the development of employees at all levels like; Managerial Effectiveness, Time Management, Corporate Grooming and business etiquettes, Sale workshop, Best Safety practices, project Management Training and Special Initiative we have taken is providing spiritual training on Positive Emotions and Positive thinking.

- Now a day''s face of the Appraisal system in the organization has also changed and the focus of the organization is turning to performance management system and specifically to individual performance. Based on performance the employees are recognized in the organization.

- Building a talent pipeline has been an important initiative for the Company. The Company is recruiting management students and Fresh engineers from Top Institutes.

All of these things help strengthen employee involvement and boost the overall morale of the workplace and we at KPDL are continuously striving for employee satisfaction for better productivity.

The total employee''s strength at group level, as on 31st March, 2013 is 889 as compared to 818 in the previous year.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

As the Company is not engaged in the manufacturing activities, the information related to Conservation of Energy and Technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, therefore, the details has not provided. The details of Foreign Exchange earnings and Outgo are given in point no. 15 in ''Notes to Accounts'' forming part of the Audited Annual Accounts.

Particulars of the Employees

A statement required under Section 217(2A) of the Companies Act, 1956 has been furnished herein as Annexure II and forms a part of this Report.

Report on Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

Acknowledgments

Your Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to all the Company''s customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company.

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

For and on behalf of the Board

Mumbai Rajesh Patil

Date: June 21, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting 21st Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended on 31st March, 2012.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2011-12, there was only one reportable segment namely Real Estate Development.

Financial Highlights

(Rs.in Lakhs)

Particulars 2011-121 2010-11

Net Sales and Other Income 11,430.29 15,144.51

Less: Expenditure 6,561.24 7,074.79

Less: Financial Charges 620.47 466.27

Less: Depreciation/Amortization 127.37 116.56

Profit Before Tax 4,121.21 7,486.89

Less: Provision for taxation 1,084.39 2,222.29

Profit After Tax 3,036.82 5,264.60

Add: Balance of Profit and Loss Account brought forward from the previous 29,804.79 26,349.29

year

Profit available for appropriation 32,841.61 31,613.89

Appropriations:

Transfer to General Reserve 367.72 400.00

Proposed Dividend (includes tax on dividend) 1,409.08 1,409.08

Balance carried to Balance Sheet 31,064.81 29,804.81

Performance Review

Your Company has always endeavored to enhance lives by creating great places to live and work. Your Company is one of the leading real estate developers with over two decades of real estate experience. From last 21 years, it has been engaged in the development of integrated townships and other large mixed-use and stand-alone developments in the residential, commercial and retail segments. It has taken lead in promoting the affordable housing segment of the residential property market. The business is being carried on by the Company on its own as well through various joint venture partners.

During the year under review, the total revenue of the Company stood at Rs 11,430.29 Lakhs as compared to Rs 15,144.51 Lakhs in the previous year. In the last year's total revenue, there was one off item i.e. sale of plot of Rs 6,661 Lakhs. The Profit Before Tax for the year ended 31st March, 2012 stood at Rs 4,121.21 Lakhs as compared to Rs 7,486.89 Lakhs in the corresponding period of the previous year. The Profit After Tax was Rs 3,036.82 Lakhs, compared to Rs 5,264.60 Lakhs during 2010-11.

Dividend

Your Directors have recommended a dividend of Rs 1.60 per equity share on 75774909 equity shares of Rs 10 each. This dividend is subject to the approval of the members at the forthcoming 21st Annual General Meeting to be held on 28thJuly, 2012.

Projects

Glitterati is an ongoing project of the Company which is located at just 4 kms away from Pune's major IT hub, Hinjewadi InfoTech Park, offers irresistible super lavish couture homes, flaunting unfathomable reservoir of luxury, style and beauty having total saleable area of approx. 455,000 sq. ft. During the year under review, the Company had received a good response for the project.

Green Olive is a 2 and 3 BHK Luxurious Apartments project which is located at Hinjewadi, where style and luxury merge beautifully to form the perfect home for you.

Utsav Raaga thoughtfully designed, competitively priced quality homes comprising 2 & 3 BHK on Kannur Road near Thanissandra, Bangalore. Raaga is spread over 4.5 acres and will comprise 12 blocks to be built in two phases. These 590 homes offer optimal value in terms of location, convenience, lifestyle and price. The excavation work completed and the footing work is under progress for phase I.

City Bay is a commercial project of the Company situated at Boat Club Road, Pune with total saleable area of approximately 95,000 sq. ft. The Construction of the project has been started. The Company had received a good response for the project.

Alyssa is a commercial project of the Company located on the plush Richmond Road at Bangalore with total saleable area of approximately 43,000 sq. ft. The ground and mezzanine floor is being considered as showroom space and the upper floors for office use. The building will be ready for fit-outs by June 2012.

Kormangala is a commercial project located on Sarjapura Main Road, Koramangala III Block, Bangalore. The building consists of double basement plus ground plus 9 floors and having total saleable area of approximately 1,98,000 sq. ft. The excavation work completed and the footing work is under progress.

Joint Venture Projects

Corolla Realty Limited is developing a project namely Umang and IVY Estate which is located at Wagholi, Pune comprising of mixed Development of 1 BHK to Independent Villas. It is spread across over approx. 73 acres of lush green surroundings. The Phase-I is almost sold out and two phases have been delivered namely Umang-I and Ivy villas are ready for possession. During the year under review, the Company has received an encouraging response for Ivy Estate. The Phase-I of Ivy Estates is almost half completed and the Company is planning to deliver another 1200 units possession by next year. Your Directors foresee good response for the next phase of Ivy Estate.

Kolte-Patil I-Ven Townships (Pune) Limited is developing approx. 400 acres township named as "Life Republic" at Jambhe, Near Hinjewadi, Pune. During the year under review, the phase I (approx. 150 acres) of the project has been launched consisting 1/2/3 BHK Apartments, Row Houses, Twin Bungalows. The Phase I of the Project is divided into various sectors such as Sector R2 consisting Twin Bungalows, Sector R4 consisting 2/3 BHK Apartments, Sector R6 consisting 1 BHK Apartments and Sector R7 consisting 2/3 BHK Apartments. During the year under review, the Company has received the overwhelming response for the project.

Directors

During the year under review, the Board has appointed Mrs. Vandana Patil and Mrs. Manasa Vishwanath as an additional Director with effect from 16th January, 2012 and 17th January, 2012 respectively. Both the Directors hold office upto the date of forthcoming 21stAnnual General Meeting. The approval of members is sought for their appointment.

Pursuant to Section 256 of the Companies Act, 1956 read with the Article 167 of Articles of Association of the Company, Mr. Manish Doshi and Mr. Achyut Watve; Directors, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

The Profile of Directors seeking appointment and re-appointment, as required under Clause 49 of the Listing Agreement, has been annexed to the Notice of the 21st Annual General Meeting.

Subsidiary Companies

The Company has 14 subsidiary Companies as on 31st March 2012 namely, Regenesis Project Management Company Private Limited, Sylvan Acres Realty Private Limited, Yashowardhan Promoters and Developers Private Limited, Tuscan Real Estate Private Limited [Formerly known as I-Ven Kolte-Patil Projects (Pune) Private Limited], Regenesis Facility Management Company Private Limited, Oakwoods Hospitality Private Limited, Olive Realty Private Limited, Lilac Hospitality Private Limited, Jasmine Hospitality Private Limited, Bellflower Properties Private Limited, PNP Retail Private Limited, Kolte-Patil Real Estate Private Limited, Snow flower Properties Private Limited and PNP Agrotech Private Limited.

Particulars under section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to its Annual Report. However, Ministry of Corporate Affairs has vide its General Circular No. 2/2011 dated 8th February 2011 granted exemption for not attaching Annual Report of Subsidiary Companies provided that, such Companies publish the Audited Consolidated Financial Statement in the Annual Report. Your Company has complied with all the requirements of the circular of Ministry and accordingly, the Annual Report does not contain the Financial Statements of the above Subsidiary Companies. The Consolidated Financial Statements present a full and fair picture of the state of affairs and the financial condition. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India.

The financial details of the Subsidiary Companies, as well as the extent of holding as required under the aforesaid General Circular, are provided in Annexure III to the Directors' Report.

A brief summary of the activities carried out by the Subsidiary Companies are as follows:

Kolte-Patil Real Estate Private Limited is a Joint Venture Company for the development of project at Kharadi, Pune. During the financial year under review, the Company has completed its Victorious Kidss Education School, (IB School) project. The residential and commercial projects of the Company at Kharadi, Pune have been prelaunch during the year. The Company has received a very good response for the residential project.

Tuscan Real Estate Private Limited [formerly known as I-Ven Kolte-Patil Projects (Pune) Private Limited] is a Joint Venture Company which is developing a residential project- "Tuscan Estate" admeasuring approximately 12 acres in Kharadi, Pune. The project is located on the eastern side of the Pune city having many IT companies in vicinity. The project consists of 3 BHK Luxury Apartments and 4 BHK penthouses. The total saleable area is approx. 129,400 sq. ft. During the year under review, the Company had received a good response, especially because of the quality of the product and location. The project is being promoted as "Collage Homes" which is collage of many features like location, internal planning, specifications, elevation, landscaping etc.

Bellflower Properties Private Limited is Joint Venture Company developing the residential project at NIBM Road, Pune. The Company had completed its phase I i.e. Margosa Heights. During the year, the Company had launched the Phase II of the project named as "Florence" comprising of saleable area approx. 540,000 sq. ft. The Company had received a good response for the project as it offers ambience of natural beauty while being closely connected to the essential necessities of life.

Yashowardhan Promoters and Developers Private Limited is a Wholly Owned Subsidiary which is developing a residential project at Vishrantwadi, Pune. The Company had received a good response for the phase II of its residential project Dew Drops.

PNP Retail Private Limited is a Subsidiary Company. PNP Retails are neighborhood stores that cater to the daily and weekly top-up shopping needs of customers regarding fruits and vegetables, food and non-food fast moving consumer goods, staple and frozen food items, personal and home care products.

Regenesis Project Management Company Private Limited is a Wholly Owned Subsidiary which has been set up primarily to provide project management services.

Sylvan Acres Realty Private Limited is a Joint Venture Company set up for investment in Township project at Pune.

Lilac Hospitality Private Limited is a Wholly Owned Subsidiary set up for providing hospitality management services to hotel projects.

Olive Realty Private Limited is Wholly Owned Subsidiary set up, to carry on the business of real estate development at Phursungi, Pune.

Jasmine Hospitality Private Limited is a Joint Venture Company set up for developing a hotel at Bengaluru.

Oakwood's Hospitality Private Limited is a Joint Venture Company set up for developing a residential project at Pune. The Company plans to launch the residential project during the current financial year 2012-13.

Regenesis Facility Management Company Private Limited is a Wholly Owned Subsidiary Company set up to provide facility management and property maintenance services.

Snow flower Properties Private Limited is a Wholly Owned Subsidiary Company which proposes to invest in land in order to start its new real estate project.

PNP Agrotech Private Limited is a Wholly Owned Subsidiary Company set up for developing the hi-tech horticulture project at village Thavarakari, Taluka Denkanikottai, District Krishnagiri, Tamil Nadu.

Fixed Deposits

Your Company had launched Fixed Deposit Scheme and has been accepting Fixed Deposits for a period of 1 year, 2 years and 3 years. The Company has received an overwhelming response from the investors. Shareholders of the Company, Senior Citizens, Flat Owners of Kolte-Patil group, Handicapped Persons, Armed Force Personnel and Employees of Kolte-Patil Group are entitled to receive an additional 0.50% rate of interest on the deposits invested with the Company. The Management of the Company is thankful to all the investors for participating in the scheme and for the faith reposed in the Company.

The fixed Deposits accepted as on 31st March, 2012 stood at Rs 909.22 Lakhs as against Rs 610.10 Lakhs in the previous year. For the year ended 31st March, 2012, your Company has mobilized deposits aggregating to Rs 510.85 Lakhs (Previous year Rs 602.10 Lakhs). None of the deposits which have matured and claimed have remained unpaid.

Investors Relation and Grievances

Investor Relations have been cordial during the year. The Company has a Shareholders' and Investors' Grievance Committee which addresses the issues relating to investors. There were no investor grievances pending as on 31st March, 2012. A confirmation to this effect has been obtained from the Company's Registrar and Share Transfer Agent. The details regarding the investor complaints received and resolved during the year are mentioned in the Report on Corporate Governance annexed to this report.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

- In preparation of these accounts, the accounting standards made applicable by Institute of Chartered Accountants of India have been followed.

- We selected appropriate accounting policies which have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to ensure that the accounts give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date.

- We have taken a proper and sufficient care for maintenance of appropriate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and defecting frauds and other irregularities.

- The accompanying financial statements of the Company have been prepared on a going concern basis. Auditors The Auditors of the Company M/s. SPCM & Associates (Firm Registration No. 112165W), Chartered Accountants, Pune (Formerly known as Bora Kasat & Co.) retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept appointment, if re-appointed. Your Directors recommend their re-appointment.

Human Resources

For Kolte-Patil, the most valued asset is the people working in the organization who individually and collectively contribute to achieve the objectives of the Company. One of the most important objectives of the Kolte-Patil is continuous growth of organization and its people. For this, we have implemented several initiatives for our employees which help us to attract and retain the talent in the organization. Few major activities are:

- Employee engagement includes various activities that are done for the comfort and improvement of employees. To maintain the same several initiative are taken for it like celebrating special recognition of employees, birthdays, arranged New Year Party, get together and Outing on special occasions etc.

- As HR Functioning is changing with time & with this change Training & Development activities are now equally important to modify them with the changing scenario. The Company has undertaken various training programmes for the development of employees.

- Now a day's face of the Appraisal system in the organization has also changed and the focus of the organization is turning to performance management system and specifically to individual performance. Based on performance the employees are recognized in the organization.

We at Kolte-Patil are continuously striving for employee satisfaction for better productivity.

The total employee's strength at group level, as on 31st March, 2012 is 818 as compared to 539 in the previous year.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

A statement giving information of Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and it forms a part of this Report.

Particulars of the Employees

A statement required under Section 217(2A) of the Companies Act, 1956 has been furnished herein as Annexure II and forms a part of this Report.

Report on Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

Report on Corporate Social Responsibilities

Report on Corporate Social Responsibilities is annexed hereto and forms a part of this Report. Acknowledgments

The Board of Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to all the Company's customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members and look forward to their continued support in future.

For and on behalf of the Board

Pune Rajesh Patil

Date: May 29, 2012 Chairman and Managing Director

 
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