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rr ''l' -r r J .\;" t/'

Creation, not construction,

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

Date: 27 March, 2017

NSE Symbol and Series: KOLTEPATTL and Ee
BSE Gode and Scrip Code: 9624 and 532924

Sub: Intimation - approval of scheme of Amalgamation by NCLT, Mumbai Bench

Ref: observation Letter of NSE - Ref No. NSE/Lrsr/62526 dated 23
February 2016
observation Letter of BSE - Ref No. DSC/AMAUAM/24(f/308 t2o1s-16 dated 24
February 2016

Dear Sir/Madam,

This is to inform you that Nationar company Law Tribunar, Mumbai
Bench has approved the
scheme of Amalgamation of olive Realty private Limited, yashowardhan promoters
Developers Private Limited, coro[a Rearty Limited and Jasmine Hospitality private
with Kolte-Patil Deveropers Limited and their respective sharehorders, vide
order dated g
March, 2017 and minutes ofthe order has been upioaded today, on website
of NCLT.
Pursuant to the Reguration 37 of. sEBr (Listin_g_obrigations and Discrosure
Regulations, 2015 read wilh circutar no. ctRlcForciltDrl6r2ols
dated 30 rrr"""i"n"i zoisl
we would like to submiustate as follows:

(a) copy of approved scheme by the National company Law Tribunal,
Mumbai Bench:
A copy of approved scheme by the National company Law Tribunar,
Mumbai Bench is
enclosed as Annexure A.

(b) Result of voting by shareholders for approving the Scheme:

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
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! 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

Not Applicable

(f) Complaints Report as per SEBI Circular No. CIR/CFD/CDM/16/2015 dated
Novemb€r 30, 2015.

The Complaints Report is enclosed as Annexure C.

This is for your information and record.

Thanking you,

Vinod Patil
Company Secretary and Compliance Officer
membership No. A13258
l\ Y\\.\oY\r:6..-'( . A p"3n o5 oC t6

Olive Realty Privele Limited ......petitioner ffransferor Company I

Yashowardhan Promoters and Developers private Limited
......Petitioner /frsnsferor Cornpanv 2
Corulla Realty Limited
.. .. ..Petitioner /Iransferor Cornpanv 3
(coMpANy SCHEME pEfrftoN N0 628 OF 2016)
Jasmine l{ospitality Private Limir€d
,.....Petitioner /Transferor Company 4

In lhe matter of the Companies Act, I956 (I of l95ri);
In the nnttcr of Sections 391 to 394 of the Companies

Act, 1956

In thc mattcr of Scheme of Amaigamation of O.ive

Realty Private Limited and Yashowardhan promolers

and Devclopers Private Limited and Corolla Re ty
Lirnited and Jasnline llospitality Private Limited rdth

Kolte-Petil Developers Limited and their respec:ive


: Called for Ilearins
Mr' Hemant sethi i/b Hcrnanr sethi & co., Advocates for the petitionci.s in a1l the

Mr. Ramesh Gholap, Assistant Director in the office of Regional Direotor

P..JQ o\ nt- 1r

CORAM: B.S,V. Prakash Kuma6 Member (Judicial)
V. Nallasenapathy, Member (fechnical)
Date : 9tb lVlorch 2017
1. Heard the leamed counscl for the Petitioncr Companies. No objcctor has come

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

Hospitality Private Limited with Kolte-Patil Developers Limited and their
respective Shareholders.

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

eliminate duplicate corporate procedures it is desirable to merge and
amalgamate all the undertakings of Transferor Companies with the Transferee

Company. The amalgamation of all undertaking of Transferor Companies inlo
the Transferee Compary shall facilitate consolidation of all the undertakings in

order to enable effective management and unified conhol ofoperations. Further.

the amalgamation would creat€ economies in administrative and managerial
costs by consolidaling operations and would substantially reduce duplication of
&dministmtive responsibilities and multiplicity of records and legal and
regulatory compliances.
The Transferor Company and the Transferee Company have approvcd the said
Scheme of Amalgamation by passing the Board Resolution which
arc annexed
to the r€spective Company Scheme petitions fited by rhe petiiioner
'fhe Leamed Counsel
appearing on behalf of thc petitioner Company furrher
states that the Petition€r Company has complied rvith all
requiremenB as per
directions of the Court/ Tribunal and the necessary affidavits of compliancc
been filed in the Court. Moreover, the petitioner Company through
its Coulsel
undertakes to comply with all statutory requirements if any,
as required undcr
the Companies Act, I956 / 2013 and the Rules made there under whichcver is
applicable. The said undertakings given by the petitioner Company
is acceptr:d.
l'a3g oi of lf r

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.

In viev' of qbove, the petitioner may be asked to amend the Scheme
(4) A notice of the proposed scheme inviting objections or suggestions, if ony,
from lhe Registrar, Oficial Liquidator issued by the Transferor companies
or the Transferee Company is not fowtd as required under the provisions of
Section 233(l)(a) of the Companies lct, 2013:
(5) Objections or suggestions considered by the Companies in their respectiye
general meeting, not found as required uruler the provisions of Section
2jj(l )(b) of the Conpaties Act,20il3;
(6) Declaration of solvency fled by each of the companies involved in the
merger, in the prescribed Form in accordance with the provisions of Section
233(l)(c) before the concerned.
(71As per the Scheme, Appointed date is I't January 2016, Petitioner submitted
Audited balance Sheet and Profrt qnd loss Account ds on 3lst March 2016.
According to provisions of Section 232(2)(e) A supplementary accounting
statement if the last annual accounts of on! of the merging company relare
to a fnancial year eruling more than sk months before the .first meeting oJ
rh€ compan! summoned for the purposes o/ approt'ing the scheme is to he
circulated.fttr the meeting. The details are not avdildble in Scheme.
\ o3e o6 lt l$

Hon'ble NCLT may be requested to decide on observations on point 4, 5, 6
and 7 on merits.
(8) CertiJicate by che Conpany\ Auditor stating that the accounting treatment
if any proposed in the scheme of compromise or arrangement is in
conformity with the accounting standards prescribed under section ! 33 of
the Compnnies Act, 2013 is not available.
In view of above, petitioner may be asked to produce the certif;cate by tlrc
Company's Auditor.
(9) The petitioner Clause 3.2of the Scheme has inter alia mentioned tlut
notwithslanding anylhing contoined in any documen| papers or u)ritings
execuled by the Trawferor Companies, this Scheme shall not operdte lo
enlarge the sec$ily for any loan, deposit or facility created by or ayailable
to the Transferor Companies which shall vest in the Transferee Company by
virtue ofthe Scheme and Transferee Company shall not be obliged to crcare
any further, or odditional security lhereof as a condition for approval of
scheme, afler the scheme has become ellective or othenvise. Wereas, the
petitioner in clawe 4.2 of the scheme has mention that upon the Scheme of
amalgamation coming into ellect the Transferee Company shall create a
first and exclu.sit)e charge in fowur of IDB! Trusteeship Services Limited,
(Debennre Trustee- IDFC Real Estate yield Fund) by way of an Engtkh
Mortgage on certain prcperties of CRL (Transferor Company 3) as nore
particularly set out in the debenture Trusl cum Mortgage Deed duted
October 5, 2015 entered inlo between CRL, Mr. Rajesh patil, IDFC Real
Estate Yield Fund and IDBI Trusteeship Services Limited, including but not
limited to Mortgaged Property I and Mortgage Property 2.

Ir is submiued rhat both the clauses are contradictory. Therefore, the
petitioner may be asked to clarify and to amend the Scheme accordingly.

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
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,
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.

In view ofabove petitioner may be osked rc amend the Scheme accordinglv.

9. As far as fte observations made in paragraph lV(l)
of the Report of Rsgional
Director is concerned, the petitioner submits that
the petitioner,s bound to comDlv
Page ot oN : a
with all applicable provisions ofthe lncome Tax Act and all tax issucs arisins out of
the Scheme will be met and answered in accordance with law.
10. In so far as observations made in paragraph W (2) of the Report of Regional
Director is concemed, the Counsel for the Petitioner submits that in terms of clause
7 of the Scheme all legal proceedings against the Transferor Companies shall not
abate but will continue against the Transferee Company. Clause 7 of the Scheme is
reproduced as under:-

" If any suit, appeal or other legal proceedings ofwhatsoever nature by or
agafust the Transferor Companies are pending, the same shall not abate or
be discontinued or in any way be prejudicially allected by reason of rhe
amalgamation and by anything contained in this Scheme, but the said suit,
appeal or other legal proceedings may be continued, prosecuted and
enforced by or against the Transferee Company in the same manner and to

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

been made. "
11. In so far as observations madc in paragraph IV (3) of the Report of Regional

Director is conc€med, 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

as nominees of the Transferee Company) of the Transferor Companies. punuant to

the merger of lhe Transferor Companies with the Transferee Company, rhe

investrnent in the shares of the Transferor Companies, appearing in the books of

account of the Transferee Company will stand cancelled. Thereforc the question of
Transferee Company as a result ofcompromise or arrangement, holding any

in its own name or in the name of any trust whether on its behalf or on
behalf of

any of its subEidiary or associat€ companies does not arise.
Therefore, the question

ofamending the Scheme does not arise.

In so far as observations made in paragraph IV (4) of the Report
of Regional
Director is concemed, the Counsel for the petitioner
submits that lhe petitioner has

in response by their lett€r dated 03d March 20t7
informed the Regionar Director
PGqe o? ol tit

that notice ofthe Petitioa has been served upon the Oflicial Liquidator. Further. the

acknowledgemenl of service ofnotice is annexed to the affidavit of service a copy

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

ofReport of Regional Director filed in this Hon'ble Tribunal.

ln so far as observations made in paragaph IV (5) & (6) of the Report of
Regional Director is concerned, the Counsel for the Petitioner submits convening

and holding of meeting of Equity shareholders was dispensed with in pursusnce of

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

Acl 2013 are not applicable.

L4. ln so far as observalions made in paragraph IV (7) of the Repod of Regional

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 ofcons€nt given by all the Equity

Shareholders. Therefore, the question of a supplementary accounting slatem€nt if
the last arurual accounts of any of the merging company relaie to a {inancial year

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

approval of scheme by the General Meeting does nol. arise.

15. In so far as observations made in paragraph IV (g) of the Repon of Regional

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
companies and after schemc becomes effectiye
the authorized share
capital of the Transferee Company will include
3,74,50,000 Equiry shares so tlEt

aggregate share capital would be 149,450,000
Equity Shares ofRs.l0 each_

18. The observations made by the Regional
Director havc ben explained by rhe
Petitioner in paragraphs 9 to 17 above.
The clarifications and undenakings given

by the Petitioner Company are hereby

19. From the material on record, the Schcme
appears to bc fair and reasonablc
and is
not violative ofany provisions oliaw and is not contrary to public policy.

20. since all the requisite statutory compliances have been fulfillcd,
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

21. Petitioner Companies arc directed
to file a copy ofthis ordcr along
with a copt- of
the Scheme of Amalgamation with
ths concemed Registrar ol Companics,
clectronically', along rvirh E-Form
INC-2g, in addition to rhe physical
copy within
30 days from the date ofissuance
ofthe order by rhe Regisrry.
i o oc 16
22, The pedtioners to lodge a copy of this order and the Scheme duly certified
by rhe
Deputy Director, National f,ornpgny
t,aw Tribunal, Mumbai Bench, wifh the
concemed Superintendent of Stamps
for the purpose of adjudicatron of slamp
payable, ifaay, on the same within
60 days from the date of receipt ofthe
23. Tbe Petitioner companies to pay
cosrs of Rs. 25,000/_ each to the Rcgional
Directoq Westem Regiolr Mumbai
and to the Official Liquidator, High

24, Costs to be paid within four weeks
from roday.

25. All auborities concemed to act on a certified copy ofrhis ordet
along with Scherne
duly certifie.d by the Deputy Director,
National company Law .riibunar, Mumbai


26, Any p€rson inoerested shall be at
liberty to apply to the Tribunal in the above
matt€r for any direction lhat may be necessarv.

B.S.V. Pnlarh Kudrer, flromber (Judicisl)

V. Nallasenep*thy, Member (Technical)
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Pcle lg cl .-'-

SVD & Associates
Conrpany Secretades

4& floof, Vedvrat Aparmefts. ShNalinagar pune - 4l l00S
Ph 020 69000666, E-mait: drurkarcs@gma .com

Date: April2, 201G


The Chairman.
Kolte . Patil Developers Limited,
2nd Floor, City Point,
Pune - 4U0Ol

sub. : Report on the Voting proeess ofthe postal Ballot

Dear Sir,

Iundersigned, S. V. Deulkar, partner, SVD & Associate,
Company Secr€taries, have been appointed
as Scrutinizer of Korte-patil Deveropers timited
{"the company") for scrutinizing the voting p;ocess
of the Postar Bstots lupto March 3Q 2015 (5.00 pM]l
and voting through erectronic mode [during
February 29, 2018 (9.00AM) to March 30,
2016 (5,00pM)l on the proposed resolution under section
391 to 394 0f the companies Act, 1956 as mentioned
in the postar Bafiot Notice dated February 24,

The complian€e with the provisions of the companies
Act, 2013 and the rutes made thereunder and
sEBl (tisting obligations and Drscrosure Reguirement)
Regurations, 2015 rerating to voting through
electronic means (by remote e-voting) and voting by postal
ballot by the sharehorders on the
resolution proposed in the Notice of the postar
baflot dated Februdry 24, 2016 is th€ responsibirity of
the management. My responsibflity as a scrutrnizer is to
ensure that the voting process of postal
ballot throuth erectronic means and by physicar balots is
conducted tn a fair and uunro.runi
manner and render scrutinize/s report of the total
votes cast In iavour or against if any, to the
chairman on the resorution, based on the repons generated
from the erectronic voting system
provided by centrar Depository services (rndia)
Lirnrted (cDst) and the repon of physical bafiots

I hsve scrutinized the voting done by the members
through postar barrots received upto March 30,
2016 (5.00PM) and e-votlng during February
29, 2016 ('.OOAM) to March 30, 2016 (S.OO'M). The
report of the same is annexed herewith.

For SVD & Associates


S,V Deulkar
C.P. No. 965
Poqe t I! ol )l
oYn.*l- ,

S. V. Oeulkar
Practking Company S€cretary
, Pune -411007

Repon on the votlng Process of the postal Ballot and votirts through electronic mode
of Kolte-patil
Davelop€rs Llmited on the ofdinary resolution ir as under:

a) Resolution no. 1 -Ordinary R€solothn 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.

Voting E-Voting Total
Sr Partlcula13 through
No. postal ballot
{A) (8) (A) + {Bl
t. Tot!l number of Shareholders
Total shareho.lderS to whom postal Eallots
. send 20575 0 20575
Total shareholders to whom email send
0 21815 21815
.. TotalsharcholdeE wtro exeraseO ttreir votes
138 51 189
tv. Number of postat *altots reiea--nd/ oin6i
voted I4 0 L4
Number of 5hareholderg 14# 0 L4
Numberofshares 850 0 8v)
fotal no. of valld fotios voGd- 130r )l 181

Numbef of shareholders in favour
50 tIb
Number of shareholders against 4 1 f
Shareholders in favour ofthe resolution as a
.percentage ofvoters who exercised their 96.92% 98.04% 97.24%
vt. Total votes (in terms ot numOer ot votfrl
rights/sharesl exerclsed 55453 9196754 9262207

Total votes {ln terms of number of votir€
rights/shres) Rejected and not voted 850 0 850
Total vilid votes
64503 .9196754 9261357
v . Number of votes in hvourGl6iE6iiiiil 64059 9196654 9260713
Number of votes aSainst the resolution
.5U 100 64
v t. vo(e5 In rdvour ot the resoluuon as a
percentage of votes cast
qa l aqz 100.m% 99.99%

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

Creation, not construatlon,

"Annexure C"
Complaints Report

Part A

umber of complaintsEceiveC

@menrsreceived (1+2

Number of

Part B

Name of complainini

pers Limited

C_ompany Secretary and Compliance
Membership No. Ai3258

Date: - 27 March,2017

P!n. Rold,otf , 2nd Froor, citv point, ohore pa* Road, pun€ - 4i'HiTilfilffih.,:l1i1t.? * ,rr, ,r* Fax | +s1 20 6622 6s1.r web i www,rortepatir.(om
Erntrlon off r 22 / 11' 1st Floor' Pa* wes! vlttalMalv. Road, 8.n8alore' 560 oo1 india Tet. r+ 9't - 080. 2224 3135 ,22242803,4937 4444 Fax r+ 91 . - 22?2 O5s4