Kolte-Patil Developers Ltd — Proxy Solicitation & Information Statement 2019

Feb 21, 2019

To. The Assistant Manager, National Stock Exchange of India Limited Listing Department, 'Exchange Plaza', Bandra Kurla Complex, Bandra (East), Mumbai - 400051

To, The General Manager, Bombay Stock Exchange Limited, Corporate Relationship Department, 1st floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

21 February 2019

age of

Subject: - Submission of Notice of Postal Ballot and Newspaper Advertisement

Ref: - NSE: Symbol and Series: KOLTEPATIL and EQ BSE Code and Scrip Code: 9624 and 532924

Dear Sir/Madam,

Pursuant to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed herewith copy of Postal Ballot Notice and advertisement published in newspaper.

This is for your information and record.

For Kolte-Patil Developers Limited

EXERCISE SPACE

Vinod Patil Company Secretary and Compliance Officer Membership No. A13258

KOLTE-PATIL DEVELOPERS LTD.

CIN: L45200PN1991PLC129428

Pune Regd. Off.: 2nd Floor, City Point, Dhole Patil Road, Pune- 411001. Maharashtra, india . Tel.: +91 20 6622 6500 Fax : +91 20 6622 6511 Web.: www.koltepatil.com Bangalore Off.: 121, The Estate Building, 10th floor, Dickenson Road, Bangalore- 560042, Tel.: 080 - 4662 4444 / 2224 3135 / 2224 2803

I'agc o2 oF ,r

Kolte-Patil Developers Limited

(ClN: L45200PN1 991 PLCl 29428)

Registered office: 2nd Floor, City Point, Dhole Patil Road, Pune - 41 1001 Tel. No. 020-66226500 Fax no. 020-66226511 website: www.koltepatil.com Email: inveslorrelalion@ koltepatil.com

NOTICE OF POSTAL BALLOT

[Notice pursuant to Section 110 of the Companies Act,2013 read with Rule 22 of Companies (Management and Administration) Bules, 20141

Dear Shareholder(s),

Notice is hereby given pursuant lo Section 110 of the Companies Act, 2013 read with Rule 22 of Companies (Management and Administration) Rules, 2014 and other applicable provisions ol Companies Act 2013 and the Rules, Circulars and Notifications thereunder.

The approval of Members of the Company is sought fot the following:-

• 1. To adoDt the new sst of Articles ot Association;
• 1. To reclassify the existing unissued Share Capital;
• 1. To increase the Authorized Share Capital; and
• 1. To raise lunds uD to Rs. 500 Crores.

The Company seeks the consent of Members lor lhe aforesaid proposals through resolution specified below. An Explanatory Statement pertaining to the said resolution is also annexed hereto. Accordingly, the said resolution and Explanatory Statement along with Postal Ballot Form are being sent to you for your consideration. The Postal Ballot Notice will be posted on the website of the Company. The Company has appolnted Mr. Suresh Deulkar (FCS 1321) and failing him Mr. Sridhar Mudaliar (FCS 6156) of M/s. SVD & Associates, Practicing Company Secretaries, Pune as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner'

You are requested to read carefully the inslructions printed overleal ol lhe Postal Ballot Form and return lhe Postal Ballot Form duly completed in the enclosed self-addressed, postage pre-paid envelope so as to reach the Scrutinizer on or before the close of working hours on 20 March 2019. The Postal Ballot Forms received after this date will be considered invalid. The Scrutinizer will submit his report to the Chairman and Managing Director on lhe completion of the scrutiny. The results of the Postal Ballot shall be announced by Chairman and Managing Director or any Director of the Com pany on22 March 2019 and will be displayed on the website of the Company.

¹. To consider and il thought lit, to give ASSENT / DISSENT to the lollowing resolution as a Special Resolution:

.RESOLVED THAT pursuant to the provisions ot Section 5 and 14 of Companies Act, 2013 ('the Act'), Schedule ^Imade thereunder, read with the Companies (lncorporation) Bules, 2014 and all other applicable provisions, if any, of lhe Act (including any statutory modification(s) or re-enaclment thereot lor the time being in force), the new set of Articles of Association be and is hereby approved and adopted as Arlicles of Associalion in the place of existing Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution, the Board be and is hereby aulhorised on behalf of the Company to do all such acts, Ceeds, matters and things as il may, in its absolute discrelion, deem necessary, expedient, proper or desirable and to settle all questions, ditficulties or doubts that may arise in lhis regard at any stage without requiring the Board lo secure any further consent or approval ot the Members ot lho Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolulion."

Poge 03 oS tl

To consider and if thought fit, lo give ASSENT / DISSENT to the following resolution as a Special Resolution:

'RESOLVED THAT pursuanl to the provisions of Sections 13, 61 and 64 and rules made there under and all other aPplicable provisions, if any of the Companies Acl, 2013 (including any statutory modification or reenactmenl thereof for the time being in force) and the Articles of Association of the Company, the consent of the members be and is hereby accorded tor reclassification of the Authorized Share Capital of the Company from Rs. 149,45,00,000/- (Rupees One'Hundred Forty Nine Crores Forty Five Lakhs Only) divided into 14,94,50,000 (Fourteen Crores Ninety Four Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 149,45,00,000/- (Rupees One Hundred Forty Nine Crores Forty Five Lakhs Only) divided into 7,94,50,000 (Seven Crores Ninety Four Lakhs Fifty Thousand) Equity Shares of Rs. 1O/- (Rupees Ten) each and 7,00,00,000 (Seven Crores) Preterence Shares of Rs. 10/- (Rupees Ten) each consequently the exisling Clause V ol the Memorandum of Associalion of the Company, relating to the Share Capital be and is hereby altered by substituling the following new Clause V:

V. The Aulhorised Shars Capital of the Company is Bs. 149,45,00,000/- (Rupees One Hundred Forty Nine Crores Forty Five Lakhs Only) divided into 7,94,50,000 (Seven Crores Ninety Four Lakhs Filty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 7,00,00,000 (Seven Ciores) Preference Shares of Rs. 10/- (Rupees Ten) each wilh a power for Company to reduce its capital or to divide the shares in lhe capital for the time being into several classes and to attach therelo respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with Articles ot Association of the Company and to vary, modify or abrogate any such rights, privileges or condilions in such manner as may for the time being the provided by the Articles of Association of lhe Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take necessary aclions to give etfect to the foregoing resolulion, submission of documents and papers with the concerned authorities to regisler and implement the aforesaid amendmenl to lhe Memorandum of Associalion of the Company and to do all such acts, deeds and things as may be necessary in this regard including authorising any otticers ol lhe Company lor this purpose."

1. To consider and it thoughl tit, to give ASSENT / DISSENT lo the following resolution as a Special Resolution:

'RESOLVED THAT pursuant to the provisions of Sections 13, 61 and 64 and rules made there under and all olher applicable provisions, if any ol the Companies Act, 2013 (including any statutory modification or reenactment thereol tor the time being in force), the Authorized Share Capital of lhe Company be and is hereby increased from Rs. 149,45,00,000/- (Rupees One Hundred Forty Nine Crores Forty Five Lakhs Only) divided into 14,94,50,000 (Fourteen Crores Ninety Four Lakhs Fifty Thousand) Equity Shares ot Rs. 10/- (Bupees Ten) each to Rs. 190,00,00,000 (Bupees One Hundred Ninety Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. l0/- (Rupees Ten) each and 9,00,00,000 (Nine Crores) Prelerence Shares of Rs. 10/- (Bupees Ten) each.

RESOLVED FURTHER THAT Clause V of the Memorandum of Association of the Company be altered and substituled as under:

V. The Authorised Share Capital ot lhe Company is Rs. 190,00,00,000/- (Rupees One Hundred Ninety Croros Only) divided into 10,00,00,000 (Ten Cforos) Equity Shares ot Rs. 10/- (Fupees Ten)

each and 9'00,00,000 (Nine crores) preterence shares of Rs. 1o (Rupees Ten) each with a power tor company to reduce its capital or to divide the shares in the capilal tor the time being into severar crasses and to attach thereto respectivery such preferentiar, deterred, quarified or Jpeciar rights, privileges or conditions as may be determined by or in accordance with Articles of Associalion of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being the provided by the Articles of Association of the Company.

?og" o4 pp. tl

RESoLVED FURTHER THAT the Board of Directors of lhe company be and is hereby authorised to take necessary actions lo give effect to the toregoing resolution, submission of documenls and papers with the concerned authorities to register and implement the atoresaid amendment to the Memorandum of Association of the company and to do a[ such acts, deeds and things as may be necessary in this regard incruding authorising any officers of the Company for this purpose.,,

To consider and if thought fit, to give ASsENT / olssENT to the fo owing resolution as a speciat Resolution:

"RESoLVED THAT pursuant to the provisions ot sections 42, 62, 71 and other applicable provisions, if any, ot lhe.companies Act, 2013 arong with rures enacted thereunder (,,companies Act,,) (incruding any amendmen(s), slatutory modificalion(s) or re-enactment thereof), enabling provisitns of the Memorandum and Articles of Association of the company, listing_agreements entered into by the company with the stock exchanges where equity shares of the company of face value Rs. 10 (Bupeei Ten) each are listed and in accordance wath the provisions ot the Securities and Exchange Board of India (lssue of Capital and Disclosure Requirementsl Regulalions, 2018 as amended ("SEBl (lcDR) Begulations"), Securities and Exchange Board ot India(lssue and Listing of Debt Securities) Regulalions, 2oo8 as amended ('SEBI Debt Regulations"), Securiries and'Excnange Board of lndia (Listing obrigation and Discrosure Requirements) Regurarion;, 2015, at amended (.sEBl LoDR), Foreign Exchange Management Act, 1999 as amended ("FEMA"), Foreign Exchange Managemenr firansler or lssue ot Secudty by a Person Resident outside India) Begulations, 2ooo, lssue of Foreigri C-urrency bonvertible Bonds (through Depository Fteceipt Mechanism) Scheme, 1993, as amended from iime io time andclarif icauons issued lhereon trom time to time and subject to other required rules, regulations, guidelines, notifications and circulars issued by the securities and Exchange Board ot India ("sEat,'1, itre Beserve Bank oi lndia (,RBf), the Governmenl of India ("GOl")' lhe stock exchanges, Department of Industrial policy & promotion and / or any other competent authorities from time to time to the exteni applicable, subject to such approvals, permissions, consents and sanctions as may be necessary from sEBr, stock exchanges, BBt, Foreign Inveshe;t promotaon Board' GOI and/or any other concerned statutory or other relevant authorities as may be required in this regard and further subject to such terms and conditions or moditications as may be pr"""rib"d or imposed by any ot them while granting any such approvars, permissions, consents and/or sanctions which may be agreed to oy ths Board of Directors of the company ("Board" which term sha include any committee ihereoi whicn tne Board may have conslituted or hereinafter constitule to exercise its powers including the powers conferreo oy this Besolution), consent of the members be and is hereby accorded lo the Board in its absolute discretlon to offer, issue and allot equity shares ("Equity Shares') and/or secured/unsecured redeemable Non-Convertible Debentures ('NCDs") or Debt instrumenls and/or Fully or Partly Convertible Debentures and/or Bonds (,,Debt instrumenls") and /or Global Depository Beceipts (,,GDRS") and /or American Depository Beceipts (,,AbBs,,) ("Securities") in the course of domestic and/or intemational offerings representing either equity shares or ^a combination of the foregoing for an amount nol exceeding Bs. 5oo,oo,oo,oo0/- (Bupees Five Hundred crores only), inclusive of permissibre green shoe option, for cash and at such premrum / discount, as appricabre, as the Board deems lit to alleligibls investors including but not limited to existing equity shareholders as on record date, residents and / or non-residents, whether institutions, incorporaled bodies, toreign institutional invesrors, qualified institutional buyer, banks, mutual funds, insurance companies, pension funds, trusts, stabirizing agents and/or otherwise and/or a combination thereof, whether or nol such investors are members, promoters, directors or lheir relatives / associates of the Company, in the course of domestic and/or international offerings through public issue and / or private placement and /or rights issue and / or prelerential allotment anolor qualtieo institutional placement ("QlP") and/or any other permitted modes througn prospectus and/or.an offer documenr and/or privale placement ofter letter and/or such other documents/writings/ circulars / memoranda in sucn manner, by way of cash at such time or times in such tranche or tranches and on such lerms and conditions as

Page Os of ^||

RESoLVED FURTHER THAT the Securities issued in foreign markets shall be deemed to have been maoe abroad and/or in the market and/or al the place of issue of the Securities in lhe international market and may be governed by lhe applicable laws.

RESOLVED FURTHER THAT in the event of issue of GDRs / ADBS, the pricing sha be determined in compliance with principles and provisions sel out in lhe lssue of Foreign Currency Co-nvertible Bonds (through Depository Beceipt Mechanism) Scheme, 1993, as amended from time to time and other applicable provrsrons, as amended from lime to time.

RESOLVED FUFTHER THAT in the event lhe Equity Shares are issued in the course of elp under Chapter Vlll ot SEBI (ICDR) Regulations, as amended trom lime lo time, the pricing shall be determined in compliance with principles and provisions set out in Regulation 85 of chapter Vllt oJ the sEBl 0cDR) Regulations, as amended from time to time. The company may otfer a discount ot not more than 5% (Five peicentl 0n the price calculated for the QIP or such other discounl as may be permitted under sEBl (lcDR) hegulations, as amended from time to time.

BESOLVED FURTHER THAT lhe relevant date for the determination ot appticable price tor the issue of the Securities in cass of a QIP shall be ths date on which the Board decides to open the proposed issue subsequenr lo receipt of the relevant approval from the shareholders, or the date on which the holjer of the appticable elp Securities which are convertible into or exchangeable with equity shares at a tater date becomes entilted to apply lor the said shares, as the case may be and the Board be and is hereby authorized to offer a discount of not more than live pef cent on the price calculated for the eualified institulional placement.

RESOLVED FURTHER THAT the allotment ol Securities issued pursuant to a elp shafl be completed within 12 (twelve) months from lhe date of this resolution.

BESoLvED FURTHER THAT the Board or any committee thereof be and is hereby authorised to determine issue price' tenor, interest rate, number of debt instruments lo be issued / offered in each tranche and the class of investors' listings and olher lerms & conditions ot the Debt Instruments, as may be deemed necessary or expedient in ths best interest ot the Company, without requiring any further recourie to and/or approval ol the Members, including but not limited to appoint Debenture Trustee(s), and other intermediaries if required.

RESoLvED FUFTHEB THAT the company may enter inlo any arrangement with any agencies or bodres as are aulhorized by the Board for the issue of GDRS and / or ADRs represented oy under[ing equity shares In lhe share capital of the Company with such features and attributes as are prevalent in international'/ domestc capital markets for instruments ol this nature and to provide for lhe tradability and free transferability lhereof in accordance with market practices as per the domestic and /or international practice and regulations, and unoer the norms and practices prevalent in lhe domestic/ international capital markets and subject to applicable laws and regurations and the Memorandum of Association and Articres of Association of *re 60mpany.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the consent of the members be and is hereby accorded to the Board to do all such acts, deeds, matters and things including but not limited to linalization and approvat of the offer documents(s), privale placement offer le1er, deiermining the torm and manner of the issue, including the class of investors to whom the Securities are lo be issued and allotted, number of Securities to be allotted, issue price, face value, tixing the record date, execution of various lransaction documenls, as the Board may in its absolute discretion deem fit and to settle all quesnons, difficullies or doubts that may arise in regard to the issue, offer or allotment of Securities and utilization of the proceeds as it may in its absolute discretion deem fil.

RESOLVED FURTHER THAT the Securilies to be created, issued allotted and otfered in lerms of this Resolution shall be subject to the provisions of ths Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT lhe Fquity Shares shall be listed with the stock exchanges, where the existing Equity Shares of the Company are listed and the same shall rank paripassu with the e;isting equity shares of the Company.

RESOLVED FURTHER THAT jn the evenl the Equlty Shares are issued in the course ol rights issue, if the Equity Shares are not subscribed, the same may be disposed of by the Board in such manner which is not oisadvantageous to the shareholders and the Company.

RESOLVED FURTHER THAT the approval of the members is hereby accorded to the Board lo appoint merchant bankers, underwriters, depositories, custodlans, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in the issue and lo remunerate them by way of commission, brokerage, tees or the like (including reimbursement of their actualexpenses) and also to enter into and execure all such arrangements, contracts/ agreements, memorandum, documents, etc., with such agencies, to seek the lisling of Securities on one or more recognized stock exchange(s), to affix common seal ol tie Company on any arrangements, conlracls/ agreements, memorandum, documents, etc. as may be required.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board in consultation with the merchant banke(s), advisors and/or other inlermediaries as may be appointed by the Company in relation to lhe issue of Securities, be and is hereby authorised on behalf of the Company to take all acfions and do alt such acts, deeds, matters and lhings as it may, in its absolute discretion, deem necessary, desirable or expedient for the issue and allotment of Securities and listing thereot with the stock exchanges or olherwise as may be required in relation to the issue and to resolve and settle alt questions and difiiculties that may arise in the issue, otfer and allotment of Securities, including finalization of the number ol Securities to be iisued in eacn lranche thereot, form, lerms and timing of the issue of Securities including for each tranche of such issue ot Securities, identification ot the investors to whom Securities are to be offered, utilization of the proceeds and other relaled, incidental or ancillary matters as the Board may deem fit at its absolute discretion, io make such other applications lo concerned statutory or regulatory authorities as may be required in relation to the tssue of Securities and to agree lo such conditions or modilications thal may be imposed by any relevant authority or that may otheMise be deemed fil or proper by the Board and to do all acts, deeds, mitters and things rn connection therewith and incidental thereto as the Board in its absolute discretion deems fit and to settle any queslions' difficullies or doubts that may arise in relation to the any of the aforesaid or otherwise in relation to the issue ol Securities.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate (to the extenl permitted by law) all or any of lhe powers herein conferred to any officer of the Company."

By order of Board of Directors For Kolte-Patil Developers Limited

Place: Pune Date: l2 February 2019

vinod Patil Company Secretary Membership No. A13258

laSe & uf

,

Explanatory statement pursuant to section 102 of the companies Act, ²⁰¹³

Pogn a4 oF t ^I

Item No. ¹

The existing Articles of Association are in line wlth the erstwhile Companies Act 19s6, which are thus no longer jn full conformity with the companies Act, 2013. Hence, it is proposed to replace the existing Articles of Association by a new set of Articles.

ln terms ol section 5 and 14 of the companies Act, 2013, the consent of the members by way of Special Besolution is required for adoption of new set of Articles ol Association of ths Company.

The draft ofthe amended Articles of Associalion proposed forapproval is available for inspection by the shareholders of the Company during normal business hours at the Registered otfice of the company and copies thereof shall also be made availabre tor inspection at the Registered office of lhe company tifl 20 March 20.r 9.

The Board recommends the Special Resolution set iorth as ltem No. 1 ol the postal Ballot Notice for lhe approval of shareholders.

The Directors, Manager, Key Managerial Personnel and their relatives may be deemed to be concerned or interested in the Resolution at ltem No. 1 to the extent ot their shareholdino.

Item No. 2

Considedng the business plan and fund requirements of the Company, it is proposed to reclassify the Authorized Share Capital lrom existing Bs. 149,45,00,000 (Rupees One Hundred Forty Nine Crores Forty Five Lakhs only) divided into 14,94'50,000 (Fourteen Crores Ninety Four Laakhs Fitty Thousand) Equity Shares or Bs. 1o/- (Bupees Ten) each lo Rs. 149,45,00,000 (Rupees One Hundred Forty Nine Crores Forty Five Lakhs Only) divided into 7'94,50,000 (Seven Crores Ninety Four Lakhs Fifty Thousand) Equity Shares of Rs. 1o/- (Flupees Ten) each and 7,00'00'000 (seven crores) Redeemabre preference shares of Rs. 1o/- (Bupees Ten) each.

The provisions ot Sections 61(1) (a) and o4(1) (a) the Companies Act, 2oig requires the Company to seek the approval ot lhe Members for increase in the Authorised Share Capital and for the alteration of Capital Ctause V ot the Memorandum of Association of the Company and accordingly the Board recommend the relevant resotulion for the approval of the Members.

Accordingly, lhe Board recommend the Special Resolution set torth as ltem No. 2 ol the postal Ballot Notice tor the approval of shareholders.

The Directors, Managet, Key Managerial Personnel and their relatives may be deemed to be concerned or Interested in the Resolution at ltem No. 2 to the extenl of their shareholding.

Item No. 3

The Company intends to issue the shares in luture, hence it is proposed to increase the Authorized Share capital of lhe Company from Rs. 149,45,00,000/' (Rupees One Hundred Forty Nine Crores Forty Five Lakhs Onty) divided into 14,94'50,000 (Fourteen Crores Ninety Four Lakhs Fifty Thousand) Equity Shares ot Bs. i o/- (Rupees Ten) each to Bs. 190,00,00'0001 (Rupees One Hundred Ninety Crores Onty) divided into 1o,oo,o0,ooo (Ten Crores) Equity Shares of Bs. 10/'(Rupees Ten) each and 9,00,00,000 (Nine Crores) Redeemable preterence Shares of Rs. .t o/- (Rupees Ten) each.

Pag" au of tt

The Board recommend the Special Resolution sel forth as ltem No. 3 ol the postal Ballot Nolice for the approvat ot shareholders.

The Directors, Manager, Ksy Managerial Personnel and their relatives may be deemed to be concerned or interesled in the Besolution at ltem No. g to the extent of their shareholdino.

Item No. 4

The company proposes lo raise long term funds torthe purpose of its generalcorporate purposes and/ or refinancing existing loans and / or any other purpose as lhe Board of Directors may deem fit.

The company has been exploring various avenues for raising funds by way ot issue of equity shares (,,Equity shares") and/or Non-convertible Debentures ("NCDs") and/or Fully or par y Convertibie Debentures and/or Bonds ("Debt instruments") and /or Global Depository Beceipts ("GDRS,') and /or American Depository Beceipts ("ADRs') ("Securities") to all etigible inveslors including but not limited to existing ol equity shareholders, institutions, incorporated bodies' loreign institutional inveslors, qualitied institutional buyers, banks, mutual funds, insurance companies' pension funds, trusts, stabilizing agents and/or international offerings through public issue and/or private placement and /or rights issue and/or preferentiat allotment and /or qualitied institutional placemenr (,,e1p,,) and / or any olher permitted modes through prospectus and/or through an offer documenl and/or by way of private placement offer letter and/or such other documents/writings/ circulars / memoranda in such manner. The Board has proposed an amount not exceeding Rs. 5Oo,O0,oo,OOo/- (Rupees Five Hundred Crores only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, ar such time or iimes in such tranche or tranches as the Board deems fit and on such terms and conditions as may be delermined and deemed appropriate by the Board in its absolute discretion at the time ol such issue and allotment considering the prevaiting market conditions and other relevant factors. The Equity Shares shall rank paripassu with the existing equity shares of lhe Company.

In the event o, the issue ot the Equity shares as aforesaid by way of elp, it will be ensured that:

• a) The relevant date for the purpose of pricing ot the Equity Shares woutd, pursuant to Chapter vl of the SEBI (ICDR) Regulations, be the date of the meeting in which the Board or duly aulhorised committee lhereol decides to open lhe proposed issue of Equity Shares;
• b) The pricing for this purpose shall be in accordance with regulation 176 of chapter Vlll of the SEB; (tcDR) Regulations. The Company may offer a discount of not more than 5ol" (Five percenl) on the price calculated for the QIP or such other discount as may be permitted under SEBI (ICDB) Regulations, as amended from ttme to time;
• c) The issue and allotment of Equity Shares shall be made only to Qualitied Institutional Buyers (elBs) within the meaning of sEBr (lcDR) Regurations and such Equity shares shafl be fuly pard up on its alotmenr:
• d) The Equity shares shall not be eligible to be sold for a period of 1 (one) year from tho date of alotment, excepl on a recognized slock exchange or except as may be permitted from time to lime by the sEBl (lcDR) Regulations.

For making any turther issue of shares to any person(s) other than existing equity shareholders of the company approval of members is required to be obtained by way of passing a special resolution, in pursuance to sectaon ⁶² ('l ) (c) of the Companies Act.

The said approval for issuancs of secudties shall be the basis for the Board of Directors to determine the terms

and condilions ol any issuance ot debt instruments by the Company for a period ot 1 (one) year from the date on which ihe sharsholders have provided the approval by way of special resolution. All debt instruments issued by the Company pursuant to such authority granted by ths shareholders sha be priced on the basis of the prevaiting market condilions and as specitically approved by lhe Board at such ttme.

The Board recommend the Special Resolution set forth as ltem No. 4 ol the postal Ballot Notice for lhe approvat of shareholders.

The Directors, Managet, Key Managerial Personnel and their relatives may be deemed to be concerned or interested in the Resolution at ltem No. 4 to the extent of their shareholding.

By order ol Board of Directors For Kolte-Patil Developers Limited

Place: Pune Date: 12 February 2019

Vinod Patil Company Secretary Membership No. A13258

l'ogu 01 oF ^It

Kolte-Patil Developers Limited CIN: L45200PN1991PLC129428 Registered Office: 2^ed Floor, City Point, Dhole Patil Road, Pune - 411001 Tel. No. +91 20 66226500 Fax No. +91 20 66226511 Website: www.koltepatil.com Email: investorrelation@koltepatil.com INOTICE Notice is hereby given that the approval of members by way of postal ballot is sought for the following business: 1. To adopt the new set of Articles of Association; 2. To reclassify the existing unissued Share Capital: 3. To increase the Authorized Share Capital; and 4. To raise funds up to Rs. 500 Crores. The postal ballot notice is available on the website of the Company i.e. http://www.koltepatil.com/investors/postal-ballot The members can vote on the above business either by physical postal ballot form or by electronics means. a. Voting rights shall be reckoned on the paid up value of the shares registered in the name of the shareholder on the cut-off date i.e. 08 February 2019. b. The date of completion of dispatch of notices is 18 February 2019 c. Date of commencement of voting (postal and e-voting) is 18 February 2019 at 09.00 AM d. The date of end of e-voting (postal and e-voting) is 20 March 2019 at 05.00 PM Any postal ballot received from the member after 20 March 2019 will not be valid and voting whether by post or by electronic means shall not be allowed beyond 20 March 2019. The members, who have not received postal ballot forms may apply to the Company and obtain a duplicate thereof. The Company has appointed Mr. Suresh Deulkar (FCS 1321) and failing him Mr. Sridhar Mudaliar (FCS 2665) of M/s. SVD & Associates, Practicing Company Secretaries, Pune as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The results of the Postal Ballot shall be announced by the Chairman and Managing Director or any Director of the Company on 22 March 2019 at the Registered Office of the Company and result of the postal ballot will be displayed on company's website http://www.koltepatii.com/investor/postalballot In case of any query/grievances connected with the voting by postal ballot including voting by electronic means, member may Contact following person: Mr. Vinod Patil Company Secretary and Compliance Officer 2nd Floor, City Point, Dhole Patil Road, Pune 411001. Tel. No. 020-66226500 Fax No. 020-66226511 Email id: investorrelation@koltepatil.com By order of the Board of Directors For Kolte-Patil Developers Limited Sd'-Vinod Patil Company Secretary and Compliance Officer Place: Pune Membership No. A13258 Date: 20 February 2019 The Indian EXPRESS Thu, 21 February 2019 epaper editions epaper. indianexpress. con

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	कोलते-पाटील डेव्हलपर्स लिमिटेड
	CIN: L45200PN1991PLC129428
	नोंदणीकृत कार्यालय : दुसरा मजला, सिटी पांईट, ढोले पाटील रोड, पुणे – ४९१००१
	दुरस्थली क्रमांक : 0२0-६६२२६५०० फेंक्स क्रमांक : 0२0-६६२२६५११ Website: www.koltepatil.com Email: investorrelation@koltepatil.com
	राचना
	नोटीस देण्यात येते की, पोस्टल बॅलेट मतपत्रिकामधुन सभासदाची मान्यता खालील
गोष्टींसाठी घेण्यात येणार आहे.
आर्टिकल आंफ असोसिएशनचा नवीन संच स्वीकारणे 9.
शेअर कॅपिटलची पुनर्वर्गीकरण करण्यासाठी. ₹.
अधिकृत शेअर कॅपिटल कडविण्यासाठी आणि 3.
रू. ५०० कोटी पर्वत मांडवल उमारण्यासाठी 돵.
पोस्टामार्फत मतदार करणेबाबतची नोटीस कंपनीच्या संकेतरथळ
	http://www.koltepatil.com/investors/postal-ballot वर उपलब्ध आहे.
	क्सैल ठरावासाठी समासद वैयक्तिकरित्या पोस्टामार्फत पोस्टल बॅलेट फॉर्म भरून अथवा
इलेक्ट्रॉनिक (ई~वोर्टीम) माध्यमाद्वारे मतदान करू शकतात.
	अ) मताधिकार हे ज्या भागधारकाच्या नावे असलेल्या शेअर्सच्या देय रक्कमेवर आधारित
राहन त्याची रेकॉर्ड तारीख ०८ फेब्रुवारी २०१९ होती. ৰ)
१८ फेब्रुवारी २०१९ रोजी नोटीस पाठविण्यात आली आहे. ক)	मतदानाची (पोस्टाद्वारे आणि ई-मतदान) सुरूवात दिनांक १८ फेब्रुवारी २०१९
सकाळी ९.०० पासून सुरू झाली आहे.
3)	ई-मतदान (पोस्टाद्वारे आणि ई-मतदान) करणेची अंतिम दिनांक २० मार्च २०१९
सायं. ०५.०० पर्यंत राहील.
	दिनांक २० मार्च २०१९ नंतर केलेले पोस्टाट्सरे अथवा इलेक्ट्रॉनिक माध्यमामार्फत केलेले
मतदान ग्राह्य धरले जाणार नाही.
	ज्या सभासदांना/भागदारकांना पोस्टाद्वारे मतदान करणेचा फॉर्म मिळाला नाही अशा
व्यक्तींनी कंपनीस अर्ज करावा आणि दूसरी प्रत/दुबार प्रत मिळवू शकता.
	कंपनीच्या संचालक मंडळाने श्री. सुरेश देऊळकर (एफसीएस १३२१) अथवा श्री. श्रीधर
	मुदलियार (एफसीएस २६६५) प्रॅक्टीसिंग कंपनी सचिव, एस.व्ही.डी. ॲण्ड असोसिएटसचे
नियुक्ली केली आहे.	भागीदार, पुणे यांना पोस्टल बॅलेट प्रक्रिया व्यवस्थितरित्या व योग्य प्रकारे पार पाडण्याकरिता
	पोस्टल बॅलेट निकाल अध्यक्ष व कार्यकारी संचालक अथवा कपनीचा संचालक दि. २२ मार्च
	२०१९ रोजी कंपनीचा रजि. ऑफिस येथे जाहिर करतील आणि पोस्टल बॅलेटचा/डाक
	मतपत्रिका निकाल कंपनीचे संकेतस्थळ http://www.koltepatil.com/investor/postal-
ballot येथे प्रकाशित होईल.
	जर पोस्टाद्वारे मतदान करणेबाबत व इलेक्ट्रॉनिक्स माध्यमाद्वारे मतदान करणेबाबत काही
	शंका, तक्रार असल्यास, सभासदांनी पुढे नमूद केलेल्या व्यक्तीस संपर्क साधावा.
श्री. विनोद पाटील
कंपनी सेक्रेटरी आणि कंम्प्लायन्स अधिकारी,
दुसरा मजला, सिटी पॉईट, ढोले पाटील रोड, पुणे–४११००१
	दूरध्वनी क्रमांक : ०२०–६६२२६५०० फॅक्स क्रमांक : ०२०–६६२२६५११
Email id: investorrelation@koltepatil.com
	संचालक मंडळाच्या हकुमानुसार
	कोलते–पाटील डेव्हलपर्स लि. करीता
	सही $/$ –
	श्री. विनोद पाटील
ठिकाण : पुणे	कंपनी सेक्नेटरी
दिनांक : २० फेब्रुवारी २०१९	मेंबरशिप नं. A13258

$\sigma$

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