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Notes to Accounts of Kolte-Patil Developers Ltd.

Mar 31, 2015

Note 1.

BACKGROUND

Kolte-Patil Developers Limited ("the Company”) is a Company registered under the Companies Act, 1956. It was incorporated on 25th November 1991. The Company is primarily engaged in business of construction of residential, commercial; IT Parks along with renting of immovable properties and providing project management services for managing and developing real estate projects.

Note 2.

SHARE CAPITAL

Terms, rights & restrictions attached to equity shares

The Company has only one class of equity shares having a face value of Rs. 10 per share. Accordingly, all equity shares rank equally with regards to dividends & share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Company declares and pays dividend in Indian Rs. . A final dividend of Rs. 2.00 per share has been recommended by the Board of Directors in their meeting held on 26 May 2015, for the financial year 2014-15, subject to the approval of shareholder in the ensuing annual General meeting. The total dividend appropriation for the year ended 31 March 2015 amounted to Rs. 1,825 lakhs including Corporate Dividend Distribution Tax of Rs. 309 lakhs ( Previous year Rs. 2,697 lakhs including Corporate Dividend Distribution Tax of Rs. 348 lakhs).

NOTE 4

LONG TERM BORROWINGS

Security:

The NCDs shall be secured by an exclusive first ranking charge in favour of the Debenture Trustee (on behalf of the NCD holders) over:

1) Charge by way of Mortgage over land and Project Assets of Jazz 2 located at Pimple Nilakh to which clear and marketable title is held by Issuer.

2) Charge on all Cash flows and Receivables pertaining to the Project ("Receivables”).

3) Charge on the Escrow Account for the Project.

4) Minimum asset cover of 1.50 times the total principal amount of the NCDs outstanding and aggregate interest accrued but not paid on the NCDs as on the relevant date to be maintained , throughout the tenor of the NCDs

Repayment Terms : The non-convertible secured Debentures are redeemable at the end of 3 years from the Deemed Date of Allotment. The interest is to be paid out quarterly as per the Debenture Information Memorandum.

The Company has created Debenture Redemption Reserve of Rs. 583 lakhs pursuant to the Section 71(4) of the Companies Act, 2013

ii) Term Loan from Banks :

a) IDBI Loan Against property (Sanctioned Rs. 1,000 lakhs): Outstanding Balance Rs. 824 lakhs (PY - Rs. 1,000 lakhs)

Primary Security: Office No 101-B,102,105D,106,107AB,112C,201-203-204-205-206-207-208,First & Second Floor, City Point S.no 347B, 347A, Hissa No 3C/1A/1,348A hissa no 1/1/, 348A hissa no 1/2A, Final Plot no 188 CST No 14(part) 14/1, 14/2 Dhole Patil Road Pune 01.

Collateral Security: Extension of Regd. Mortgage of Boat club road land, Final plot no 188, S no. 347/B, 347/A, 3C/1A/1, 348A/1/1 and 348A/1/2A, Total area 113883 sq. ft. at Pune

Rate of Interest : BBR Plus 525 bps (i.e.effective 15.50% p.a. )

Repayment Terms : In 23 Quarterly Installments commencing from 1 April 2014 (22 instalments of Rs. 44 lakhs and last 23rd installment of Rs. 32 lakhs )

b) IDBI Project Term Loan - 24 K Glitterati (Sanctioned Rs. 2,500 lakhs): Outstanding Balance Rs. 2,226 lakhs (PY - Rs. 681 lakhs) Primary Security: Mortgage of land at survey no 14 Hissa No 14/3/1/1, 14/4/1, 14/5/12 to 4 admeasuring 34400 sq. mtr. located at Pimple Nilakh in Pune.

Collateral Security: 1) Extension of Regd. mortgage of boat club Road Land, Final Plot no 188 S.no 347B, 347/A 3C/1A/1, 348A/1/1 and 348A/1/2A total area 113883 Sq Ft. at Pune 2)Office No.101B, 102, 105D, 106, 107AB, 112C, 201-202- 203-204-205-206-207-208, First and second floors, "City Point"S. No. 347B, 347A, Hissa No. 3C/1A/1, 348 A Hissa No. 1/1, 348A Hissa No. 1/2A, final plot no.188 CST No. 14(part) 14/1, 14/2 Dhole Patil Road Pune -01

The Company has provided personal guarantees of Mr. Rajesh Patil, Mr. Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte, directors of the Company.

Rate of Interest : BBR Plus 325 bps (effective 13.50% p.a.)

Repayment Terms : Term Loan of Rs. 25 crores for the said project would be repayble in 9 quartely Installment commenced from 30 June 2015, the first 8 quarterly installment would consist of Rs. 2.80 crores and the last installment woud be of Rs. 2.60 crores. Hence the loan fully repaid maximum by 30th June 2017.

c) IDBI Project Term Loan - City Bay (Sanctioned Rs. 1,000 lakhs) : Outstanding Balance Nil (PY - Rs. 712 lakhs)

Primary Security: Floor No - Ground to 5th floor of Building named City Bay Situated at plot no 188, Tower 3 admeasuring 3606.55 Sq. Mtr.

Collateral Security: Extension of Regd. Mortgage of Boat Club Road Land Final Plot no 188, S.no 347-B, 347/A,3C/1A/1,348/1/1 and348A/1/2A, Total area113883 Sq. Ft. at Pune and Office No 101B,102,105D,106,107AB,11 2C,201-202-203-204-206-207-208, first and second floors city Point s.no 347B,347A Hissa No 3C/1A/1,348A Hissa No 1/1, 348A hissa No 1/2A, final Plot No 188CTS No 14(part)14/1,14/2 Dhole Patil Road Pune-01

Rate of Interest : BBR plus 300 bps (i.e. effective 13.25% p.a.)

Repayment Terms : 14 monthly installments commencing from 1 Dec 2013 and ending on January 2015.

d) Vijaya Bank Construction Finance - City Bay (Sanctioned Rs. 2,000 lakhs): Outstanding Balance Rs. 1,929 lakhs (PY - Rs. 1,499 lakhs)

Security : Exclusive Charge by way of equitable Mortgage on proposed sixth, seventh, eighth and ninth floor admeasuring 36149 sq.ft. of proposed Building, City Bay

Rate of Interest : Base Rate 2.75% 0.25% p.a.(floating ) (i.e. 13.45% p.a. at present)

Repayment Terms : The Principal is to be repaid in 72 equal monthly installments after a moratorium period of 24months from the date of first disbursement. Interest is to be serviced as and when debited.

e) State Bank of India Projects Term Loan - Raaga - Bangalore (Sanctioned Rs. 4,300 lakhs): Outstanding Balance Rs. 1,850 lakhs (PY - Rs. 2,849 lakhs)

Primary Security: Land admeasuring 6 acres 29 Guntas i.e. 292,941 sq. ft. for phase I and II and buildings to be constructed at s.no 33, Kannur Village, Bidarahalli Hobli Nr Yelakhanka, Bangalore East Taluka.

Collateral Security : land admeasuring 5,400 sq. ft. and house property (basement g 2 admeasuring 9200 sq.ft. built up)at No 978 (amalgamation of 978 &979 ) HAL 2nd stage indiranagar Bangalore. Prime: Negative lien on unsold flats.

The Company has provided personal guarantees of Mr. Rajesh Patil, Mr. Naresh Patil, Mr. Milind Kolte and Mrs. Vandana Patil, directors of the the Company.

Rate of Interest : Base Rate 9.75% Spread 3.75% (i.e. 13.50%)

Repayment Terms : Quarter ending Dec 2014 Rs. 1,000 lakhs, March 2015 Rs. 1,000 lakhs, June 2015 Rs. 1,000 lakhs and Sept 15 Rs. 1,000 lakhs

f) Axis Bank Project term Loan (Sanctioned Rs. 1000 lakhs) : Outstanding - Rs. 287 Lakhs (PY - Rs. Nil)

Primary Security: Excusive registered mortgage of land Development agreemet located at S no. 76 to 88 (P) and 91(p)admg 74321.81 Sqmtr located at Bhavdhan Pune (including proposed building construced thereon and other assets associated to the project.

Collateral Security: All receivable from the project including sale proceed, Security deposit,any other payment and termination repayment should be ruted through a designated Account in Axis Bank Limited. The bank to have lien on the account.

Rate of Interest : Basic rates Plus 3.00% i.e. currently13.25% P.A.payble at monthly interval.

Repayment Terms : In 9 Quarterly Installments commencing immediately after moratorium of 1st Year from the date of 1st Disbursment.

iii) Term Loan from others:

a) Capital First Limited - (Sanctioned Rs. 7,500 lakhs): Outstanding Balance Rs. 3,071 lakhs (PY - Rs. 5,850 Lakhs)

Security : Exclusive Charge on the escrow on all the receivable credited to KPDL after payment is made to the respective construction finance lender from Glitterati Project. Exclusive charge by way of Mortgage of all unsold projects assets and exclusive mortgage on land, hypotication over all the project receivable and inventory of giga residency Projects. Escrow of all projects cash flow accruing from sale of projects, including but not limited to deposits/ rentals/sale proceeds/ any other receipts of any nature in such form and manner as may be required by the lender from the projects mentioned above till our facility is fully repaid.

Rate of Interest : 18% p.a. payable quarterly fixed for entire term of the facility

Repayment Terms : Repayment in 9 quarterly installments after the moratorium period of 12 months i.e. Repayment of loan shall commence from the last day of the 12th Month from drawdown; but subject to mandatory prepayment.

b) Aditya Birla Finance Limited - (Sanctioned Rs. 1,600 lakhs): Outstanding Balance Rs. Nil (PY - Rs. 1600 Lakhs)

Security: First and Exclusive charge by way of Registered MoE on the Commercial Property Alyssa (area approx. 19,600 sq.ft.) having New no 23 old No 28 Richmond Road, Richmond Town Bangalore - 560025 and hypothication of receivables from M/s Mirabilis Project.

The Company has provided personal guarantees of Mr. Naresh Patil and Mrs. Vandana Patil, Directors of the the Company.

Rate of Interest : Facility 14.50% P.a. floating which is linked to ABFL long term reference Rate (i.e. ABFL LTRR /-Margin) LTRR of ABFL at Present is 16.50 % P.a. Margin offered is -2%for Facility

Repayment Terms : Month -0 to Month 06 interest on the draw down amount to be serviced on monthly basis Month 07 to Month 48 installment of Rs. 48.80 lakhs

iv) Vehicle Loans: Outstanding Balance Rs. 234 lakhs ( PY - Rs. 247 lakhs)

Security: All the Vehicle loans are secured by the respective vehicles only.

Rate of Interest : The Rate of interest are between 10 to 18%

NOTE 5

SHORT TERM BORROWINGS

Axis Bank : Rs. 1,977 Lakhs (PY - Rs. 932 Lakhs)

Primary: Exclusive first hypotication charge on Current assets (construction Material WIP and receivables) of all the real estate projects of the company present and future excluding the project for which the company has availed project specific funding from any other bank.

Collaterial :Exclusive registered mortgage of land located at S.no. 171/1and 171/2and 172 1/2 admeasuring 9460 sq mtr at tal Mulshi, Wakad Pune in the name of Bouvardia Develoers LLP (group company of KPDL).Extension of charge on the Commercial premises Showroom no 6 on the Ground floor of Building Delta Giga Space admeasuring 5300 sq ft standing in the name of the Company .

Interim addition security : Exclusive mortgage of property at unit nos 12,13, 30 at Biz Bay project in the in the name of the company admeasuring 3,750 sq ft of salable area.

The Company has provided personal guarantees of Mr. Rajesh Patil, Mr. Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte, Directors of the Company.

Repayment Terms: On demand

2 IDBI Bank - Overdraft Facility Security - Bank Fixed Deposit Rate of Interest : Bank FD plus 1.5%

NOTE 6

CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)

(Rs. in Lakhs)

Particulars Year ended Year ended 31 March 2014 31 March 2015

(a) Claims against the Company not acknowledged as debt * 2,133 2,152

(b) Income Tax matters (pending in Appeal) 936 2,142

(c) Guarantees issued by the Company on behalf of Subsidiary and joint venture 21,800 15,600 companies**(Refer Note 47)

(d) In relation to the Company's interests in joint ventures and its share in each of the 35 36 contingent liabilities which have been incurred jointly with other venturers *

Total 24,904 19,930

*in the opinion of the management the above claims are not sustainable and the Company does not expect any outflow of economic resources in respect of above claims and therefore no provision is made in respect thereof.

**The Company does not expect any outflow of resources in respect of the Guarantees issued.

NOTE 7

EMPLOYEE BENEFITS

The details of employee benefits as required under Accounting Standard 15 'Employee Benefits' is given below

(A) Defined Contribution Plan:

Amount recognized as an expense in the Statement of Profit and Loss in respect of Defined Contribution Plans (Provident and other funds) is Rs. 167 lakhs (31 March 2014 - Rs. 106 lakhs)

(B) Defined benefit plan:

Gratuity is a defined benefit plan covering eligible employees. The plan provides for a lump sum payment to vested employees on retirement, death while in employment or termination of employment of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs on completion of five years of service.

NOTE 8

SEGMENT INFORMATION

The Company is predominantly engaged in Real Estate. The operations of the company do not qualify for reporting as business segments as per the criteria set out under Accounting Standard 17 (AS-17) on "Segment Reporting”. The Company is operating in India hence there is no reportable geographic segment. Accordingly no disclosure is required under AS-17.

NOTE 9

OPERATING LEASES

Where the Company is Lessee:

The Company has entered into operating lease arrangements for certain facilities and office premises. The leases are non-cancellable and range over a period of 2 years to 5 years and may be renewed for a further period based on mutual agreement of the parties. The lease agreements provide for an increase in the lease payments by 10% to 15% in few cases.

Rental expense for operating leases included in the Statement of Profit and Loss for the year is Rs. 492 lakhs [Previous Year - Rs. 278 Lakhs].

Where the Company is Lessor:

The Company has entered into operating lease arrangements for certain surplus facilities. The lease is non-cancellable for a period of 1 year to 7 years and may be renewed for a further periods based on mutual agreement of the parties. The lease agreements provide for an increase in the lease receipts by 5% to 15% in few cases.

Rental income from operating leases included in the Statement of Profit and Loss for the year is Rs. 129 lakhs [Previous Year - Rs. 118 Lakhs].

NOTE 10

RELATED PARTY TRANSACTIONS

A. List of related Parties

Related Parties (as identified by the Management) are classified as:

i. Subsidiary Companies

1. Bellflower Properties Private Limited

2. Tuscan Real Estate Private Limited

3. Jasmine Hospitality Private Limited

4. Lilac Hospitality Private Limited

5. Olive Realty Private Limited

6. Regenesis Project Management Company Private Limited

7. Sylvan Acres Realty Private Limited

8. Yashowardhan Promoters and Developers Private Limited

9. Regenesis Facility Management Company Private Limited

10. Kolte-Patil Real Estate Private Limited

11. PNP Retail Private Limited

12. Snowflower Properties Private Limited

13. PNP Agrotech Private Limited

ii. Joint Ventures

1. Kolte-Patil I-Ven Townships (Pune) Limited

2. Corolla Realty Limited

iii. Key Management Personnel and relatives of Key Management Personnel

a. Key Management Personnel

1. Mr. Rajesh Patil

2. Mr. Naresh Patil

3. Mr. Milind Kolte

4. Mrs. Sunita Kolte

5. Mrs. Vandana Patil

6. Mr. Sujay Kalele

7. Mr. Vastant Gaikwad

8. Mrs. Shradhha Jain

b. Relatives of Key Management Personnel

1. Mrs. Sunita Patil

2. Ms. Ankita Patil

3. Mr. Digambar Kolte

4. Mrs. Pramila Kolte

5. Mr. Nirmal Kolte

6. Mr. Pradeep Kolte

iv. Entities over which the Company, Subsidiary Companies or key management personnel or their relatives, exercise

NOTE 11

significant influence

1. Ankit Enterprises

2. Kolte-Patil Homes

3. KP-Rachana Real Estate LLP

4. Sanjivani Integrated Township LLP

5. Bouvardia Developers LLP

6. Ruturang Developers LLP

7. KP-SK Management LLP

8. Kolte-Patil Enterprises

NOTE 12

DEPRECIATION RATES

During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from 1 April 2014, the Company has revised the estimated useful life of its assets to align the useful life with those specified in Schedule II.

Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on 1 April 2014, and has adjusted an amount of Rs. 88 lakhs (net of deferred tax of Rs. 45 lakhs) against the opening Surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

The depreciation expense in the Statement of Profit and Loss for the year is higher by Rs. 116 lakhs consequent to the change in the useful life of the assets.

NOTE 13

DETAILS OF CSR EXPENDITURE

a) Gross amount required to be spend by the Company during the year is Rs. 115 lakhs.

b) Amount spend during the year H Nil

NOTE 14

AGING OF RECEIVABLES

Trade receivables outstanding as at the balance sheet date include amounts of Rs. 2,340 lakhs relating to dues from certain parties that are outstanding for more than 6 months from the date they became due. As the Company continues to have business relationship and arrangements with these parties, the Company is confident of recovering these dues in the normal course of business. All these dues are considered good for recovery and hence no provision is considered necessary.

NOTE 15

DOMESTIC TRANSFER PRICING

The Company enters into "domestic transactions” with specified parties that are subject to the Transfer Pricing regulations under the Income Tax Act, 1961 ('regulations'). The pricing of such domestic transactions will need to comply with the Arm's length principle under the regulations. These regulations, inter alia, also required the maintenance of prescribed documents and information including furnishing a report from an accountant which is to be filed with the Income tax authorities.

The Company has undertaken necessary steps to comply with the regulations. The management is of the opinion that the domestic transactions are at arm's length, and hence the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

NOTE 16

EMPLOYEE STOCK OPTION SCHEME

a) Employee stock option scheme (ESOS 2014)

The ESOS was approved by Board of Directors of the Company on 13 August 2014 and thereafter by the shareholders on 13 September 2014. A Nomination and Remuneration committee comprising of independent directors of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company. 835,000 options have been granted at a predetermined rate of Rs. 141/- per share and 20,000 options are granted at Rs. 145/-per share. The maximum exercise period is 5 year from the date of vesting.

b) The compensation cost of stock option granted to employees has been accounted by the Company using the intrinsic value method.

The guidance note on accounting of employee share based payments issued by the Institute of Chartered Accountants of India requires the disclosure of pro forma net results and EPS both basic & diluted, had the Company adopted the fair value method. Had the Company accounted these options under fair value method, amortizing the stock compensation expense thereon over the vesting period, the reported profit for the year ended 31 March 2015 would have been lower by Rs. 43 lakhs (Previous year: Rs. Nil) and Basic and diluted EPS would have been revised to Rs. 5.70 per share (Previous year Rs. 6.12 per share) and Rs. 5.69 per share (Previous year Rs. 6.12 per share) respectively as compared to Rs. 5.76 per share (Previous year Rs. 6.12 per share) and Rs. 5.75 per share (Previous year Rs. 6.12 per share) without such impact.

c) The fair value of the stock option is calculated through the use of option pricing models, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Binomial lattice option pricing model, considering the expected weighted average term of the options to be 1 year from the date of vesting, an expected dividend rate of 2% on the underlying equity shares, a risk free rate in the range of 7.70% - 8.50% and weighted average volatility in the share price in the range of 69.36% - 71.14%. The expected volatility is based on historical volatility of the share price after eliminating the abnormal price fluctuations. The forfeiture/lapse estimated rate is based on historical employee turnover rates and future lapse expectations.

NOTE 17

DISCLOSURES UNDER ACCOUNTING STANDARDS 14 - AMALGAMATION : DETAILS OF AMALGAMATION OF OAKWOOD IN THE PREVIOUS YEAR

In terms of the Scheme of Arrangement (the Scheme), Oakwoods Hospitality Private Limited, wholly owned subsidiary of the Company (referred to as 'Transferor Company'), was merged with the Company (Transferee Company) in the previous year. Upon which the undertaking and the entire business, including all assets and liabilities of the Transferor Company were transferred to and vested in the Transferee Company. The amalgamation was accounted under the pooling of interest method and the assets and liabilities transferred were recorded at their book value. Oakwoods Hospitality Private Limited was engaged in the business of establishing, developing, setting up, managing, furnishing, providing various types of hospitality services

The Scheme filed by the Company was approved by the Honorable High Courts of Judicature at Mumbai, with an appointed date of 1 April 2013 and an effective date of 18 March 2014 ('the Effective Date'), being the date on which all the requirements under the Companies Act, 1956 were completed.

The Transferor Company was a wholly owned subsidiary of the Transferee Company and its entire share capital was held by the Transferee Company in its own name and/or jointly with its nominees. Accordingly, there was no issue of shares of the Transferee Company to the shareholders (including those holding the shares as nominees of the Transferee Company) of the Transferor Company. Pursuant to the merger of the Transferor Company with the Transferee Company, the investment in the shares of the transferor Company, appearing in the books of account of the Transferee Company stand cancelled.

NOTE 18

PREVIOUS YEAR'S FIGURES

Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification /


Mar 31, 2014

1. BACKGROUND

Kolte-Patil Developers Limited ("the Company") is a Company registered under the Companies Act, 1956. It was incorporated on 25th November 1991. The Company is primarily engaged in business of construction of residential, commercial; IT Parks along with renting of immovable properties and providing project management services for managing and developing real estate projects.

2. Contingent liabilities (to the extent not provided for)

(Rs. in Lakhs)

Particulars As at As at 31 March 2014 31 March 2013

(a)Claims against the Company not acknowledged as debt * 2,152 1,960

(b) Income Tax matters (pending in Appeal) 2,142 3,296

(c) Guarantees issued by the Company on behalf of Subsidiary Com- 15,600 12,500 panies and Associates **

Total 19,8941 17,756

*in the opinion of the management the above claims are not sustainable and the Company does not expect any outflow of economic resources in respect of above claims and therefore no provision is made in respect thereof.

**The Company does not expect any outflow of resources in respect of the Guarantees issued.

3. Domestic Transfer Pricing

The Company enters into "domestic transactions" with specified parties that are subject to the Transfer Pricing regulations under the Income Tax Act, 1961 (''regulations''). The pricing of such domestic transactions will need to comply with the Arm''s length principle under the regulations. These regulations, inter alia, also required the maintenance of prescribed documents and information including furnishing a report from an accountant which is to be filed with the Income tax authorities.

The Company has undertaken necessary steps to comply with the regulations. The management is of the opinion that the domestic transactions are at arm''s length, and hence the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

4. Disclosures under Accounting Standards 14 -Amalgamation : Details of Amalgamation of Oakwood

In terms of the Scheme of Arrangement (the Scheme), Oakwoods Hospitality Private Limited, wholly owned subsidiary of the Company (referred to as Transferor Company''), has been merged with the Company (Transferee Company), upon which the undertaking and the entire business, including all assets and liabilities of the Transferor Company stand transferred to and vested in the Transferee Company. The amalgamation has been accounted under the pooling of interest method and the assets and liabilities transferred have been recorded at their book value. Oakwoods Hospitality Private Limited was engaged in the business of establishing, developing, setting up, managing, furnishing, providing various types of hospitality services

The Scheme filed by the Company has been approved by the Hon''ble High Court of Judicature at Mumbai, with an appointed date of 1 April, 2013 and an effective date of 18th March, 2014 (''the Effective Date''), being the date on which all the requirements under the Companies Act, 1956 have been completed.

The Transferor Company is a wholly owned subsidiary of the Transferee Company and its entire share capital is held by the Transferee Company in its own name and/or jointly with its nominees. Accordingly, there is no issue of shares of the Transferee Company to the shareholders (including those holding the shares as nominees of the Transferee Company) of the Transferor Company. Pursuant to the merger of the Transferor Company with the Transferee Company, the investment in the shares of the transferor Company, appearing in the books of account of the Transferee Company is stand cancelled.

Details of assets and liabilities acquired on amalgamation and treatment of the difference between the net assets acquired and cost of investment in the Transferee Company by the Transferor Company:

5. Employee Benefits

The details of employee benefits as required under Accounting Standard 15 ''Employee Benefits'' is given below

(A) Defined Contribution Plan:

Amount recognized as an expense in the Statement of Profit and Loss in respect of Defined Contribution Plans (Provident and other funds) is Rs. 106 lakhs (31 st March, 2013 Rs. 96 lakhs)

(B) Defined benefit plan:

Gratuity is a defined benefit plan covering eligible employees. The plan provides for a lump sum pay- ment to vested employees on retirement, death while in employment or termination of employment of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs on completion of five years of service.

Disclosure as required under Accounting Standard - 15 (Revised) on "Employee Benefits" in respect of defined benefit plan is as under:

iv. In respect of Funded Benefits with respect to gratuity, the fair value of Plan assets represents the amounts invested through "Insurer Managed Funds"

6. Segment Information

The Company is predominantly engaged in Real Estate. The operations of the company do not qualify for reporting as business segments as per the criteria set out under Accounting Standard 17 (AS-17) on "Segment Reporting". The Company is operating in India hence there is no reportable geographic segment. Accordingly no disclosure is required under AS-17.

7. Operating Leases

The Company has taken and given certain facilities and office premises under operating lease basis which include leases that are renewable on a yearly basis and cancellable at the Company''s option.

Rental income from operating leases included in the Statement of Profit and Loss for the year is Rs. 118 Lakhs [Previous Year-Rs. 61 Lakhs].

Rental expense for operating leases included in the Statement of Profit and Loss for the year is Rs. 278 Lakhs [Previous Year-126 Lakhs].

8. Earnings per share

The earnings considered in ascertaining the Company''s EPS comprises the profit available for shareholders (i.e. profit after tax and statutory / regulatory appropriations). The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year.

* Amount less than Rs. 1 lakh

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified

on the basis of information collected by the Management. This has been relied upon by the auditors.

Note: Figures in bracket relate to the previous year.

41. Related Party Transactions A. List of related Parties

Related Parties (as identified by the the Management) are Classified as : i. Subsidiary Companies

1. Bellflower Properties Private Limited

2. Tuscan Real Estate Private Limited

3. Jasmine Hospitality Private Limited

4. Lilac Hospitality Private Limited

5. Oakwoods Hospitality Private Limited(Merged with the Company w.e.f. 1st April, 2013)

6. Olive Realty Private Limited

7. Regenesis Project Management Company Private Limited

8. Sylvan Acres Realty Private Limited

9. Yashowardhan Promoters and Developers Private Limited

10. Regenesis Facility Management Company Private Limited

11. Kolte-Patil Real Estate Private Limited

12. PNP Retail Private Limited

13. Snowflower Properties Private Limited

14. PNP Agrotech Private Limited ii. Joint Ventures

1. Kolte-Patil l-Ven Townships (Pune) Limited

2. Corolla Realty Limited

iii. Key Management Personnels and Relatives of Key Management Personnels

a. Key Management Personnel

1. Mr. Rajesh Patil

2. Mr. Naresh Patil

3. Mr. Milind Kolte

4. Mrs. Sunita Kolte

5. Mrs. Vandana Patil

b. Relatives of Key Management Personnels

1. Mrs. Sunita Patil

2. Ms. Ankita Patil

3. Mr. Digambar Kolte

4. Mrs. Pramila Kolte

5. Mr. Nirmal Kolte

6. Mr. Pradeep Kolte

iv. Entities over which the Company, Subsidiary Companies or key management personnel or their relatives, exercise significant influence

1. Ankit Enterprises

2. Kolte-Patil Homes

3. KP-Rachana Real Estate LLP

4. Sanjivani Integrated Township LLP

5. Bouvardia Developers LLP

6. Green Olive Venture

7. Vibhu-KPDL Venture

8. Kolte-Patil Enterprises


Mar 31, 2013

1. BACKGROUND

Kolte - Patil Developers Limited ("the Company") is a Company registered under the Companies Act, 1956. It is incorporated on 25th November 1991. The Company is primarily engaged in business of construction of residential, commercial; IT Parks along with renting of immovable properties and providing project management services for managing and developing real estate projects.

2. EVENTS OCCURRING AFTER BALANCE SHEET DATE

No significant events which could affect the financial position as on 31st March 2013, to a material extent have been reported by the Company, after the balance sheet date till the signing of report.

3. PRIOR PERIOD AND EXTRA ORDINARY ITEMS

There are no material changes or credit which arises in current period, on account of errors or omissions in the preparation of financial statements for one or more prior periods.

The Securities for the Term Loan are as

i Axis Bank Limited

Charge secured by registered simple mortgage of Showroom no. 3 and no. 6 on the ground floor of the building Delta II and first floor and terrace thereon of the Amenity Building of the project Giga Space constructed on S.N. 198/1B situated at Mouze Lohagaon Corporation and within district Taluka Haveli

The Company has provided personal guarantees of Mr. Rajesh Patil and Mr. Milind Kolte, Directors of the Company.

Repayment Term - to be repaid in equal 81 monthly instalments commencing from January 2008 and ending on August, 2014.

ii IDBI - Bank term Loan (Term Loan Rs. 2102.00 lakhs.)

a Primary : Mortgage of land at Survey No. 14 Hissa No 14/3/1/1 to 4, 14/4/1, 14/5/1/2to4 admeasuring 34400 sq. mtr Located at Pimple Nilakh, in Pune. b Collateral: 1) Extension of Regd. Mortgage of Boat Club Road land, final plot no. 188, S. No. 347-B, 347/A 3C/1A/1, 348A/1/1 and 348A/1/2A, total area 113883 sq. ft. at Pune

2) Office No.101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208, First and second floors, "City Point"S. No. 347B, 347A, Hissa No. 3C/1A/1, 348 A Hissa No. 1/1, 348A Hissa No. 1/2A, final plot no.188 CST No. 14(part) 14/1, 14/2 Dhole Patil Road Pune -01

c. Personal Guarantees given by Directors: The Company has provided personal guarantees of Mr. Rajesh Patil, Mr Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte, Directors of the Company.

Repayment Term - to be repaid in 12 equal quarterly instalments commencing from December 1, 2011 and ending on September 1, 2014.

iii Vijaya Bank

(Term Loan Rs. 2000.00 lakhs.)

a. Proposed sixth, seventh, eighth and ninth floor admeasuring 318,421 sq. ft of the proposed building City Bay located at village, Sangamwadi, Tal. Haveli, Dist. Pune

Repayment Term - The Principal is to be paid in 72 equal instalment after a moratoriam period of 24 month from first disburesement.

iv Loan From SBI -

(Term Loan Rs. 4300.00 lakhs)

a Primary Security : Land (Adm 6 acers 29 gunthas i.e. 292941 sq. ft.) for phase I & II and buildings to be constructed at S. No. 33, Kannur Village, Bidarahalli Hobli Nr, Yelakhanka, Bangalore East Taluka b Collateral Security : Land adm 5400 sq ft and house property (Basement G 2adm 9200 built up) at No. 978 (amalgamation of 978&979),HAL 2nd stage Indiranagar Bangalore.

Prime: Negative lien on unsold flats. c The Company has provided personal guarantees of Mr. Rajesh Patil, Mr, Naresh Patil, Mr. Milind Kolte and Mrs. Vandana Patil, Directors of the Company.

Repayment Term - Quarter Ending - Dec 2014 - Rs. 10.00 Crs, March 2015 - Rs.10 Crs, June 2015-Rs. 10 crs & Sept 15- Rs.15.00 Crs

v Loan Against Property from IDBI Bank

a. Primary Security - Office No. 101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208, 1st & 2nd floors, city point S. no. 347B, 347A, Hissa No. 3C/1A/1, 348A Hissa No. 1/1, 348A Hissa No. 1/2A, Final plot no 188 CST No. 14 (part) 14/1, 14/2 Dhole Patil Road, Pune 01.

b. Collateral Security - Extension of Regd. Mortgage of Boat Club Road, land final plot no, 188, S. No. 347

B, 347/A 3C/1A/1, 348A/1/1 and 348/A/1/2A, total area 113883 sq.ft. at pune

Repayment Term - 23 quarterly installments commencing from 1st April, 2014.

vi Term Loan from IDBI Bank (Term Loan Rs. 1000 Lakhs)

a. Primary Security - Floor No. Fround to 5th Floor of Building named City Bay situated at land admeasuring 3606.55 sq.mtrs situated at plot no. 188, tower 3 named as city bay, dhole patil road pune 411001

b. Collateral Security - Extension of Regd. Mortgage of Boat Club Road, land final plot no, 188, S. No. 347

B, 347/A 3C/1A/1, 348A/1/1 and 348/A/1/2A, total area 113883 sq.ft. at pune

Repayment Term - 14 monthly installments commencing from 1st December 2013.

i IDBI Bank

(Nature of Credit Facility Cash Credit: Rs. 2000 Lakhs)

a Primary Security: Hypothecation of Construction Material, WIP, receivables and Plant and Machinery with all fixture and fittings attached imbedded fastened thereon and also other plants machinery goods, articles chattels. Things, stores, motor trucks motor cars, motor vehicles that are may be lying loose kept possessed under the use process or in otherwise under control of the Company b Collateral Security:

1 Extension of Regd. Mortgage of Boat Club Road land, final plot no. 188, S. No. 347-B, 347/A 3C/1A/1, 348A/1/1 and 348A/1/2A, total area 113883 sq. ft. at Pune.

2 Regd. Mortgage of land at C.S. No. 23/170 A & B, Aundh Land. Total Area 572587 sq. ft.

3 Office No. 101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208. Total Area 11845 sq.ft. First and Second Floors, City Point, S. No. 347B, 347A, Hissa No. 3C/1A/1, 348 A Hissa No. 1/1, 348A Hissa No. 1/2A, final plot no. 188 CST No. 14 (part) 14/1, 14/2

c The Company has provided personal guarantees of Mr. Rajesh Patil, Mr Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte, Directors of the Company.

4. EARNINGS PER SHARE

The earnings per share is calculated in accordance with Accounting Standard 20 "Earnings Per Share" issued by The Institute of Chartered Accounts of India. The earnings considered in ascertaining the Company''s EPS comprises the profit available for shareholders i.e. profit after tax and statutory / regulatory appropriations. The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the year. Diluted EPS is the same as that of Basic EPS for financial year 2012-13, as there were no equity shares outstanding as on 31st March, 2013 and 31st March 2012.

5. CONTINGENT LIABILITIES

(Rs. In Lakhs)

Sr. Particulars 31.03.2013 31.03.2012 No.

1 Claims not Acknowledged as debts* 1,960.18 1,960.09

2 Guarantees issued by the Company on behalf of Subsidiary Companies 12,500.00 20,550.00 and Associates**

3 Income Tax Matters (Pending in Appeals) 3,295.94 3,295.94

*in the opinion of the management the above claims are not sustainable

**The Company does not expect any outflow of resources in respect of the Guarantees issued.

6. INVENTORIES

Inventory comprises of finished property and properties under construction (Work in Progress). Work In Progress comprises cost of land, development rights, TDR, Construction and development cost, cost of material, services and other overheads related to projects under construction.

7. The Company is not a manufacturing or trading Company, hence quantitative and other disclosures as required by paragraph 3 (ii) (a), (b) and paragraph 4c of Part II of Schedule VI to The Companies Act, 1956 are not applicable to the Company.

8. In the opinion of the Board, current assets and loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provisions for all known and determined liabilities are adequate and not in the excess of the amount reasonably necessary.

9. Balances standing at the debit or credit in the accounts of various parties are subject to confirmation and reconciliation.

10. Interest amount debited in Profit and Loss Account is after considering interest received and other receipts.

11. Estimated amount of contract remaining to be executed on capital account and not provided for is NIL. (Previous Year NIL)

12. SEGMENT ACCOUNTING

Accounting Standards interpretation (ASI) 20 Dt. 14.02.2004, issued by the Accounting Standard Board of ICAI, on AS - 17, Segment reporting clarifies that in case by applying the definition of "Business Segment and Geographical Segment" given in AS-17, the Company is engaged in various segments namely Real Estate Development, Retail and Hospitality. However, in financial year 2012-2013 there is only one reportable segment namely Real Estate Development.

13. In view of Accounting Standard required by AS-28 "Impairment of Assets" issued by ICAI, the Company has reviewed its fixed assets and does not expect any loss as on 31st March 2013 on account of impairment in addition to the provision already made in the books.

14. OPERATING LEASE (AS-19)

Lease rent payable for office taken on lease is charged to revenue under the head depreciation.

The lease rentals are charged over the specified period of lease i.e. 50 years. Cost of leasehold rights is being amortized @ 2% per annum considering the period of lease.

15. CONTRIBUTION TO GROUP GRATUITY SCHEME OF LIC

In accordance with provision of Accounting Standard (AS) - 15 (Revised-2005) on employee benefit, the Company has taken a Group Gratuity Policy from Life Insurance Corporation of India to adequately cover the present liability for future payments of gratuity to the employees on actuarial valuation. The obligation for leave encashment is recognized in the same manner as ''Gratuity''. Expenses recognized during the year shown under the head ''Employee Cost''.

16. In the year 2007-08, the Company has incurred Rs. 2,329.07 lakhs on the Public Issue of Equity shares of the Company and these expenses are considered as deferred revenue expenditure as per Accounting Policy of the Company. The amount of Rs. 310.54 lakhs charged to Profit and Loss Account as IPO Expenses of the current year.

17. Last year''s figures have been regrouped, reclassified, re arranged wherever necessary.


Mar 31, 2012

1. BACKGROUND

Kolte - Patil Developers Limited ("the Company") is a Company registered under the Companies Act, 1956. It was incorporated on 25th November 1991. The Company is primarily engaged in business of construction of residential, commercial; IT Parks along with renting of immovable properties and providing project management services for managing and developing real estate projects.

2. EVENTS OCCURRING AFTER BALANCE SHEET DATE

No significant events which could affect the financial position as on 31st March 2012, to a material extent have been reported by the Company, after the balance sheet date till the signing of report.

3. PRIOR PERIOD AND EXTRA ORDINARY ITEMS

There are no material changes or credit which arises in current period, on account of errors or omissions in the preparation of financial statements for one or more prior periods.

i Of the Above Shares, 2,19,02,252 shares are allotted as fully paid by way of bonus Shares by capitalization of General Reserve and 2,88,72,185 Shares allotted as Right Shares on 8th December 2006 at a premium of Rs 18.18 each.

ii The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Board of Directors in their meeting on 29th May, 2012, proposed a final dividend of Rs 1.60 per equity share. The Proposal is subject to the approval of shareholders at the Annual General meeting. The total dividend appropriation for the year ended 31st March, 2012 amounted to Rs 1,409.08 Lakhs including Corporate Dividend Tax of Rs 196.68 Lakhs.

During the year ended 31st March, 2011, the amount of per share dividend recognized as distributions to equity shareholders was Rs 1.60. The total dividend appropriation for the year ended 31st March, 2011 amounted to Rs 1,409.08 Lakhs including Corporate Dividend Tax of Rs196.68 Lakhs.

In the fiscal year 2006, the Company instituted the Employee Stock Option Scheme 2006. The Board of Directors and shareholders approved the scheme in the month September 2006 and October 2006 respectively, which provides for the issue of 780,000 Equity Shares to the employees. The Remuneration Committee administers the Employees Stock Option Scheme 2006 (ESOS) and options were granted in month of September 2006. The Company has allotted 2,28,277 shares till 31st March 2010. The ESOS outstanding at the beginning of 2010-11 was 551,723 shares. During the 2010-11, the Company has issued 2,93,655 Equity Shares of Rs 10/- each at a premium of Rs.30/- per share to each employee under the scheme and the remaining 2,58,068 shares lapsed.

iv The Company has only one class of shares referred to as equity shares having a par value of Rs 10/-. Each holder of equity shares is entitled to one vote per share.

The Securities for the Term Loan are as follows:

i Axis Bank Limited

Charge secured by registered simple mortgage of Showroom no. 3 and no. 6 on the ground floor of the building Delta II and first floor and terrace thereon of the Amenity Building of the project Giga Space constructed on S.N. 198/1B situated at Mouze Lohagaon Corporation and within district Taluka Haveli The Company has provided personal guarantees of Mr. Rajesh Patil and Mr. Milind Kolte, Directors of the Company.

Repayment Term - To be repaid in equal 81 monthly installments commencing from January 2008 and ending by August, 2014.

ii IDBI Bank Limited

(Term Loan Rs 3000.00 Lakhs.)

a Primary : Mortgage of land at Survey No. 14 Hissa No 14/3/1/1 to 4, 14/4/1, 14/5/1/2to4 admeasuring 34400 sq. mtr Located at Pimple Nilakh, in Pune.

b Collateral: 1) Extension of Regd. Mortgage of Boat Club Road land, final plot no. 188, S. No. 347-B, 347/A 3C/1A/1, 348A/1/1 and 348A/1/2A, total area 113883 sq. ft. at Pune 2) Office No.101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208, First and second floors, "City Point"S. No. 347B, 347A, Hissa No. 3C/1A/1, 348 A Hissa No. 1/1, 348A Hissa No. 1/2A, final plot no.188 CST No. 14(part) 14/1, 14/2 Dhole Patil Road Pune -01

c. Personal Guarantees given by Directors: The Company has provided personal guarantees of Mr. Rajesh Patil, Mr Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte, Directors of the Company. Repayment Term - to be repaid in 12 equal quarterly installments commencing from December 1, 2011 and ending on September 1, 2014.

iii Corporation Bank Ltd

(Term Loan Sanctioned Rs 500.00 Lakhs. Availed Rs 110.00 Lakhs)

a. All that piece and parcel of commercial property bearing corporation No. 23, old No. 28, B.B.M.P.- P.I.D. No. 76-19-23, situated at Richmond Road, Richmond Town, Bangalore 560025, B.B.M.P ward No. 76, measuring 1763.408 sq.mt. or 18981.323 sq.ft. (in detailed described in Schedule B of Deposit of Title deed dated 28.09.2010)

b Hypothecation of Building materials i.e. steel, cement etc. purchased or to be purchased by the Company, kept or to be kept at the site or any other place for construction of Building for Richmond Road, Bangalore Project (as mentioned in Schedule A of Common Deed of Hypothecation of Movables/Assets/Debts dated 28.09.2010).

The amount of Loan outstanding as of 31st March 2011 was Rs 111 Lakhs and the same shown as current maturities of long term Debt under Current Liabilities. During the year 2011-12, the Company has repaid the outstanding amount.

The Securities for the Short Term Loan are as i IDBI Bank Limited

(Nature of Credit Facility Cash Credit: Rs 2500 Lakhs, Bank Guarantee: Rs 500 Lakhs) a Primary Security: Hypothecation of Construction Material, WIP, receivables and Plant and Machinery with all fixture and fittings attached imbedded fastened thereon and also other plants machinery goods, articles chattels. Things, stores, motor trucks motor cars, motor vehicles that are may be lying loose kept possessed under the use process or in otherwise under control of the Company b Collateral Security:

1 Extension of Regd. Mortgage of Boat Club Road land, final plot no. 188, S. No. 347-B, 347/A 3C/1A/1, 348A/1/1 and 348A/1/2A, total area 113883 sq. ft. at Pune.

2 Regd. Mortgage of land at C.S. No. 23/170 A & B, Aundh Land. Total Area 572587 sq. ft.

3 Office No. 101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208. Total Area 11845 sq.ft. First and Second Floors, City Point, S. No. 347B, 347A, Hissa No. 3C/1A/1, 348 A Hissa No. 1/1, 348A Hissa No. 1/2A, final plot no. 188 CST No. 14 (part) 14/1, 14/2 c The Company has provided personal guarantees of Mr. Rajesh Patil, Mr Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte, Directors of the Company.

4. RELATED PARTY TRANSACTION (ACCOUNTING STANDARD - 18)

Related party disclosures as required by Accounting Standard 18 'Related Party Disclosures', (AS-18) issued by the Institute of Chartered Accountants of India are given below.

5. CONTINGENT LIABILITIES

(Rs.in Lakhs)

Sr. Particulars 31.03.2012 31.03.2011 No.

1 Claims not Acknowledged as debts* 1,960.09 382.00

2 Guarantees issued by the Company on behalf of Subsidiary 20,550.00 17,000.00 Companies and Associates**

3 Income Tax Matters (Pending in Appeals) 3,295.94 3,295.94

*in the opinion of the management the above claims are not sustainable

**The Company does not expect any outflow of resources in respect of the Guarantees issued.

6. INVENTORIES

Inventory comprises of finished property and properties under construction (Work in Progress). Work In Progress comprises cost of land, development rights, TDR, Construction and development cost, cost of material, services and other overheads related to projects under construction.

7. In the opinion of the Board, current assets and loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provisions for all known and determined liabilities are adequate and not in the excess of the amount reasonably necessary.

8. Balances standing at the debit or credit in the accounts of various parties are subject to confirmation and reconciliation.

9. Interest amount debited in Profit and Loss Account is after considering interest received and other receipts.

10. Estimated amount of contract remaining to be executed on capital account and not provided for is NIL (Previous Year NIL).

11. SEGMENT ACCOUNTING

Accounting Standards interpretation (ASI) 20 Dt. 14.02.2004, issued by the Accounting Standard Board of ICAI, on AS - 17, Segment reporting clarifies that in case by applying the definition of "Business Segment and Geographical Segment" given in AS-17, the Company is engaged in various segments namely Real Estate Development, Retail and Hospitality. However, in financial year 2011-2012 there is only one reportable segment namely Real Estate Development.

12. In view of Accounting Standard required by AS-28 "Impairment of Assets" issued by ICAI, the Company has reviewed its fixed assets and does not expect any loss as on 31st March 2012 on account of impairment in addition to the provision already made in the books.

13. OPERATING LEASE (AS-19)

Lease rent payable for office taken on lease is charged to revenue under the head depreciation.

The lease rentals are charged over the specified period of lease i.e. 50 years. Cost of leasehold rights is being amortized @ 2% per annum considering the period of lease.

14. CONTRIBUTION TO GROUP GRATUITY SCHEME OF LIC

In accordance with provision of Accounting Standard (AS) - 15 (Revised-2005) on employee benefit, the Company has taken a Group Gratuity Policy from Life Insurance Corporation of India to adequately cover the present liability for future payments of gratuity to the employees on actuarial valuation. The obligation for leave encashment is recognized in the same manner as 'Gratuity'. Expenses recognized during the year shown under the head 'Employee Cost'.

15. In the year 2007-08, the Company has incurred Rs 2,329.07 Lakhs on the Public Issue of Equity shares of the Company and these expenses are considered as deferred revenue expenditure as per Accounting Policy of the Company. The amount of Rs 465.81 Lakhs charged to Profit and Loss Account as IPO Expenses of the current year.

16. The Revised Schedule VI has become effective from 1 st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

 
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