Kolte-Patil Developers
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2. Performance of the Company The highlights of the company’s performance is as under: Financial Overview (Consolidated Performance) Our revenues increased by 45.53% at Rs.140,272 lakhs during the year compared to Rs.96,382 lakhs in the previous year. Expenses (excluding Finance cost) increased by 50.62% to RS.111,553 lakhs from RS.74,060 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation increased by 27.67% at RS.31,689 lakhs as compared to RS.24,821 lakhs. EBITDA margins reduced from 25.75% to 22.59% during the year. Total Comprehensive Income (post minority interest) increased by 39.19% at RS.12,179 lakhs compared to Rs.8,750 lakhs in the previous year. Earnings Per Share stood at RS.16.03 as compared to RS.11.51 last year. Dividend of RS.2 per share, amounting to a payout of 12.45% of the year’s profits, has been recommended by the Board of Directors. Financial Overview (Standalone Performance) Our revenues in 2017-18 increased by 25.83% during the year at Rs.67,110 lakhs compared to RS.53,332 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation increased by 21.61% at Rs.20,978 lakhs as compared to Rs.17,250 lakhs in the previous year. EBITDA margins decreased from 32.34% to 31.26% during the year. Profit with comprehensive income after Tax was increased by 23.61% at H.0,507 lakhs compared to RS.8,500 lakhs in the previous year. Earnings per Share increased during the year at HL3.84 as compared to RS.11.18. 3. Dividend Your Directors have recommended a final dividend of RS.2 per equity share on 75,798,409 equity shares of RS.10 each. This dividend is subject to the approval of the members at the ensuing 27th Annual General Meeting. 4. Fixed Deposits During the year under review, the Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013. 5. Share Capital The paid-up Equity Share Capital as on 31 March .2018 stood at RS.7,579.84 Lakhs. During the year under review, 23,500 Equity Shares has been issued under Employee Stock Option Scheme 2014 and the Company has not issued any shares with differential voting rights nor sweat equity. During the year, the Company has not granted any stock options to employees of the Company. For details of stock options granted, refer Annexure VI of the Directors’ Report. 6. Internal Financial Controls The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The Management has periodically conducted the assessment of internal Financial Controls for determining operative effectiveness and the control were operating effectively. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. There were no reportable material weaknesses observed. The report of Independent Auditor is annexed to the Auditors’ Report on Financial Statements. 7. Details of Subsidiary/Joint Ventures/ Associate Companies The Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed as Annexure I to the Directors’ report. 8. Directors and Key Managerial Personnel Pursuant to Section 152 of the Companies Act, 2013 read with Article 167 of the Articles of Association of the Company, Mrs. Vandana Patil - Non-Executive Director will retire by rotation and being eligible, offered herself for re-appointment at this ensuing Annual General Meeting. During the year under review, there is no change in Board of Directors and Key Managerial Personnel. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and individual directors. The Board members are provided with necessary documents, reports and policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and performance up. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.koltepatil. com/investors/corporate-governance. The Policy for selection of Directors and determining Directors independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure II. 9. Meetings of the Board of Directors Eight (8) Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows: (1) 23 May 2017 (2) 30 May 2017 (3) 13 July 2017 (4) 11 August 2017 (5) 28 September 2017 (6) 07 November 2017 (7) 27 December 2017 and (8) 13 February 2018. 10. Statutory Auditors M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737, FRN - 117366W/ W-100018), Chartered Accountants, Pune, were appointed as statutory auditors till the Annual General Meeting (AGM) to be held in the year 2018. The Board of Directors on the recommendation of Audit Committee has proposed re-appointment of M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737, FRN - 117366W/W-100018), Chartered Accountants, Pune for the period of Five (5) years from the conclusion of this 27th Annual General Meeting and to hold office until the conclusion of 32nd Annual General Meeting. 11. Contracts or arrangements with related parties During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arm’s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.koltepatil.com/investors/ corporate-governance. The details of all transactions/arrangement with related party are given in the Note No. 44 in Notes to Accounts forming part of the Audited Standalone Financial Statement. 12. Conservation of energy, technology absorption and foreign exchange earnings and outgo As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not be provided. 13. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments are given in Note No. 5, 9 and 32 in Notes to accounts forming part of the Audited Financial Statements. 14. Extract of the annual return Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014, the extract of the annual return in Form No. MGT - 9 as provided in Annexure III form part of the Board’s report. 15. Corporate Social Responsibility (CSR) In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and Report on CSR Activities forms part of this Report as Annexure IV. 16. Audit Committee The Audit Committee of the Company comprises of following members:
Mr. Vinod Patil, Company Secretary of the Company acts as the secretary to the Audit Committee and the Managing Director and Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meetings. The Board has accepted all the recommendation of the Audit Committee. 17. Vigil mechanism for directors and employees The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Company seeks to maintain the highest ethical and business standards in the course of its business and has put in place mechanism of reporting illegal or unethical behavior. Directors, employees, vendors or customers may report violations of the laws, rules, regulations or unethical conducting by writing to the notified person. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee. The said policy can be accessed at http://www. koltepatil.com/investors/corporate-governance. 18. Nomination and Remuneration Committee The Nomination and Remuneration Committee of the Company comprises of following members:
19. Managerial Remuneration The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V to the Directors report. 20. Employee Stock Option Scheme The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Scheme 2014 of the Company in accordance with the applicable SEBI Guidelines. The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March .2018 (cumulative position) with regard to the Employees’ Stock Option Scheme (ESOS) are provided in Annexure VI to this Report. 21. Secretarial Audit Report Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2017-18. The Report of Secretarial Auditor for the Financial Year 2017-18 is annexed to this report as Annexure VII. The comments of the board on observations of the Secretarial Auditors are as follows:- 1) Inadvertently, there was a delay in transferring unclaimed dividend to Investor Education and Protection Funds in FY2016-17. In the future, the Company will ensure the timely compliance. 2) The Company has intimated to the Stock Exchange under Regulation 50 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inadvertently, the Company has not given the reference of Regulation 60 in the intimations given to Stock Exchange for payment of interest and redemption of non-convertible debentures. 22. Secretarial Standards The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 01 October 2017. The Company is in compliance with the revised secretarial standards. 23.Corporate Governance Certificate Report on Corporate Governance for the Financial Year 2017-18, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The Company has obtained the Compliance certificate for the Financial Year 2017-18 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 24. Risk management policy The Company has constituted Risk Management Committee comprising 6 members, in whicRs.3 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management’s actions to mitigate the exposures. 25. Directors’ Responsibility Statement Your Directors state that: a) in the preparation of the annual accounts for the year ended 31 March .2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March .2018 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern’ basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 26. Management’s Discussion And Analysis Report Management’s Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report. 27. Acknowledgements Your Directors take this opportunity to thank customers, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees. The employees have helped for sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.
For and on behalf of the Board of Directors, Rajesh Patil Date: 23 May 2018 Chairman and Managing Director Place: Pune DIN 00381866 |
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