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To, To,
The Assistant Manager, The General Manager,
National Stock Exchange of lndia Limited BSE Limited
Listing Department,,Exchange plaza', Corporate Relationship Departmenr,
Bandra Kurla Complex, 1"r floor, Phiroze Jeejeebhoy Towers,
Bandra (East), Dalal Street,
Mumbai - 400051 Mumbai - 400001
Dear Sir/Madam,
The result of voting (postar bafiot and e-voting) by sharehorders (excruding promoter
group) for approving the scheme was submittedio the
stock Exchanges on o2-April 2016.
The copy of the same is enclosed as Annexure B. - n0
a\
uf\*6Xr-;^
ffi(..sJii:
KoLrE-PAnL DEVELopERs
CIN : 145200PN 1991PLC129429
LrD. Ri4i
Punr R'gd. 0ll | 2nd Floo r, city Point, Dhole Patil Road, Pune - 4'l 1 001 , Maharashtra, lndia Tel.: +91 20 6622
6500 Fax : +91 20 552 2 551 .t web
I www, kolteDatil, com
8.ng.lor! otf | 22 / 11, 13t Floor, Pa* $,s! vithl Malya Road, BanSalore - 550 oo 1 IndtaTel.r+91 "080- 2224 3135 ,2224 2803, 4937 4444F (r+ 91 - O8O - 2212 0654
Pge oL erF Lo
(c) Statement explaining chang$, if any, and reasons for such changes carried out in
the Approved Scheme vis-A-vis the Draft Scheme
There is no change carried oul in the draft scheme as submitted to the Stock Exchanges
and the National Company Law Tribunal, Mumbai Bench has approved the scheme
without any modification.
(d) Status of compliance with the Observation Lette6 of the stock exchanges:
The Company has duly complied with Observations Letters ofthe Stock Exchanges. The
Company has posted allthe information on the website of the Company.
(e) The application seeking exemption from Rule f9(2)(b) of SCRR, 1957, wherever
applicable:
Not Applicable
Thanking you,
Vinod Patil
Company Secretary and Compliance Officer
membership No. A13258
l\ Y\\.\oY\r:6..-'( . A p"3n o5 oC t6
Act, 1956
Sharcholders
.1
P..JQ o\ nt- 1r
before the Tribunal to oppose the Petition and nor any party has controverted
any averments made in the Petition.
The sanction of the Tribunal is sought under Sections 230 to 232 of rhe
Companies act, 2013, to the Scheme of Amalgamation of Scheme of
Amalgamation of Olive Realty Privale Limited and Yashowardhan Promoters
and Developers Private Limited and Corolla Realty Limited and Jasmine
3. The Counsel for the Petitioners subrnit that the Transferor Companies and the
Transferee Company are inter alia, in the business ofreal estate development.
4. The Counsel for the Petitionen further submit that the rational for Scheme is
thal the Transferor Companies are 100%o wholly orvned subsidiary of the
Transferee Company. With a view to maintain a simple corporate structure and
The Official Liquidator bas filed his rqnrt on 20th February 20lZ stating rhat
the affairs of the Transferor Cornpanies have been conducted in a proper
manner and that Transferor Companies may be ordered to be dissolved.
The Regional Director has filed an Report dated 23'd February 2017 stating
therein, save and except as stated in pamgraph IV(a) to (c) , it appears that the
Scheme is not prejudicial to the interest of shzreholders and public. In
paragaphs IV, ofthe said Report it is sated that:
(l)The tax implicdtion dany arising out ol the scheme is subject to linal
deci"sion of Income Ta;\ Authorities. The approval of the scheme by this
Hon'ble Court moy not deter the Income Ta:\ Authority to scrutinize lhe tqx
returnfiled by the transferee Company after giving efea n the Scheme. The
decision o.f lhe Income Tax Authority is bindhg on the pelitioner Compeny.
(2) lncone Tax Department vide its leuer No. Pn/DCIT/Cir-3/OliveR./2016- l7
dated I 7.1 1.2016 inter alia mentioned that Olive Reelty pri.|ate Limited had
been selected for Incoue tca scrutint for Financial year 14-15 on
04.04.2016 and is pending as on date. Senice oJ'notice under Section
143(2) dared 04.04.2016 had already been uade_ The time borring date.for
the sakl proceedings is 31.12.2017. Till such assessnent is conpleted the
amalgamation m6y not be approved as various Courts these days have taken
a stund thst once an entity whose case is pending.for veri;fication/ scrutiny
cannol be carried out by the Depart. Requeste.l not approying the Scheme.
(3) According to the provisiorL\ of Section 233(10) ql the Act, 2013 the
Transferee company shall not, as a result of the compronise or
arrangement, hold any shares in its ovtn name or the name of qny hltst
whether on its behalf or on behalf of any of its subsidiary or associate
companies and any such shares shall be cancelled or extinguished, whereas
the Pelitioner Company has not mentioned the some in the Scheme.
Petitioner in Clause 15 of the Scheme has inter alia mentioned that upon
coming into ffict of the Scheme, the Authorized Share Capital of the
Transferor Company shall be deemed to be added to the Aurhorized Share
Capital of the Transferee Company and the Authorized Share Capita! ofrhe
Trawferee Company shall be re-classified without any
fitther acr, deed or
procedure, formalities or payment of any stamp duty and registration
fees.
The Authorized Share Capital of the Transferee Company shall he
149,450,000 Eqaity Shares of Rs. t0 each.
It is noticed that Authorized share capital taken from B/S dated 31.3.16 of
transferor companies are ORpL _ 10,00,000 equity shares of Rs.l0 each,
YPDPL -
2,50,A00 equity shares of Rs.t0 each, CRL _ !2,00,000 equity
shares of Rs. t0 each, JHpL _ 3,50,00,0A0 equity shares of Rs.10
each. The
total of equity shares of all rhe ta:nslem companies is coming
onlr) to
3,74,5a,000 Equity shares of Rs. l0 each and not I49,450,000
[quil Sheres
ofR;. l0 each.
the same extent as it would or night have been continued, prosecuted and
enforced by or against the Trarcferor Companies os if this Scheme had not
Director is concmed, the Counsel for the Petitioner submits that in terms ofclause
12 of the Scheme, the Transferor Companies being wholly owned subsidiary oflhe
Transferce Company and its entir share capital is held by the Transferee Company
in its own name and/or jointly with its nominees. There would be no issue of shares
of the Transferee Company to the shareholdsrs (including those holding the shares
the merger of lhe Transferor Companies with the Transferee Company, rhe
account of the Transferee Company will stand cancelled. Thereforc the question of
Transferee Company as a result ofcompromise or arrangement, holding any
sharcs
in its own name or in the name of any trust whether on its behalf or on
behalf of
that notice ofthe Petitioa has been served upon the Oflicial Liquidator. Further. the
whcreof was served along with other documents to the Regional Director.
Similady the notice to the Registrar of Companies was duly served and forms part
order dated l5s Day of March 2016 passed by the High Court.'lhe Application
and Petition was filed under the provisions of Section 391/394 of the Companies
Act, 1956 and theretbre the provisions of section 233( I )(b)& (c) of the Companies
Director is ooncemed, the Counsel for the Petitioner submit that provisions of
232(2)(e) are not applicable in the facts of present case as the provisions applies
only in case if the 'Iribunal under the Companies Act, 2013 directs convening of
the meeting ofOe shareholden, In the present case the Scheme was filed under the
Companies Act, 1956 and by ordo dated l5h March, 2016 the meeting of the
Equity Shareholders was dispensed with in view ofconsnt given by all the Equity
ending more than six months before the first meeting of the company summoned
for the purposes of approving the scheme is to be circllated for ths meeting
Director is concemed, the Cormsel for the petitionen submit that the Auditors of.
the liansferee Company lv{/s Deloitte Haskins & Sells LLp by their certificate
dated 24lrl Dscember 2015 confirmed that the proposed Accounting
Treatment in
Po1. ol fl0 t,i
the schemc is in conformity with Section
133 ofthe Companies Act, 20lJ.has becn
filed wilh th office ofRegional Direclor on
Old March 2017.
16. In so far as observations made in paragraph IV (9)
of rhe Report of Regional
Director is concerned, the Counset for petitioners
submit that post-Merger the
Transferee Company shall continue the charge
already created on propcrties by
Transferor compaly in favour of Lender and
Form No. cHG r, which had been
filed and duly registered with Registrar of companies
oftice by Transferor
Company, shall be assigned to Transfcree Company
in the Records of ROC and
the first and exclusivc charge will continue in favour
of existing Lendcr of
Transferor Company aad thcrefore, the Transferee
Company will not file any
further lbrm for creation of any charge in rhe
Office of Regrstrar of Companies.
Thc clause in the Scheme therefore is in tle nature ofclarification.
u, Further in lhe scheme, clause l5 mentions about details of auttrorized capital ofthe
'l'runsferor
companies and after schemc becomes effectiye
the authorized share
capital of the Transferee Company will include
3,74,50,000 Equiry shares so tlEt
20. since all the requisite statutory compliances have been fulfillcd,
TransfenEd
Company Scheme petirion No. 127 to 130 of 2017 filed by the petitioner
Companies are made absolute in terms of prayer
clause (a) of the respectivc
Petitions.
Bsnch,
sd/_
B.S.V. Pnlarh Kudrer, flromber (Judicisl)
sd/_
V. Nallasenep*thy, Member (Technical)
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Pcle lg cl .-'-
To,
The Chairman.
Kolte . Patil Developers Limited,
2nd Floor, City Point,
Pune - 4U0Ol
Dear Sir,
).-.-..-'/.
S,V Deulkar
Partnet
C.P. No. 965
Poqe t I! ol )l
oYn.*l- ,
S. V. Oeulkar
Practking Company Scretary
, Pune -411007
Repon on the votlng Process of the postal Ballot and votirts through electronic mode
of Kolte-patil
Daveloprs Llmited on the ofdinary resolution ir as under:
a) Resolution no. 1 -Ordinary Rsolothn u/s 391 to 394 of the Companles Act, 1956 br
approval of scheme of amalgamation for mgrger of Olive Realty private Limited,
Yashowardhan promoteri and Developers private Llmhed, Corolla Realty
Limlted and.
Jasmine Hospitality pdvate Limited with Kolte-patil Developers Umited.
Noles:
1' "', lncrudes srx sases where the sharehorders have voted partly for the res.rution and partry
not voted for the resolution.
P. 13 .of rd
Plece: Pdno
q&,tf$112,2016 ,
PorQ Jq of
re:
Creation, not construatlon,
"Annexure C"
Complaints Report
Part A
umber of complaintsEceiveC
@menrsreceived (1+2
Number of
Part B
Name of complainini
pers Limited
Date: - 27 March,2017