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D S Kulkarni Developers Ltd.

BSE: 523890 Sector: Infrastructure
NSE: DSKULKARNI ISIN Code: INE891A01014
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VOLUME 1010
52-Week high 120.30
52-Week low 59.45
P/E 14.51
Mkt Cap.(Rs cr) 167.70
Buy Price 62.55
Buy Qty 25.00
Sell Price 65.00
Sell Qty 94.00
OPEN 65.50
CLOSE 63.15
VOLUME 1010
52-Week high 120.30
52-Week low 59.45
P/E 14.51
Mkt Cap.(Rs cr) 167.70
Buy Price 62.55
Buy Qty 25.00
Sell Price 65.00
Sell Qty 94.00

D S Kulkarni Developers Ltd. (DSKULKARNI) - Director Report

Company director report

Dear Member

Your Directors have pleasure in presenting their 24th Annual Report of the Company forthe year ended 31st March 2015.

FINANCIALS:

Rs. Lacs

Particulars

Standalone

Consolidated

2014-2015 2013-2014 2014-2015 2013-2014
Operating Income & Increase in stocks 35603.25 23255.07 35782.40 23492.01
Profit before tax 3181.25 2565.40 2817.78 2833.13
Less : Provision for tax/deferred tax 1454.68 1260.82 1454.54 1260.69
Profit after tax 1726.57 1304.58 1363.24 1572.44
Add : Balance of Profit Brought forward 15778.70 14743.95 13602.53 12303.27
Profit available for Appropriation 17505.27 16048.53 14965.77 13875.71
Prior Year Adjustments 24.26 (32.04) 24.26 (28.69)
Proposed Dividend 322.51 258.01 322.51 258.01
Tax on Dividend 65.66 43.85 65.66 43.85
Debenture Redemption Reserve 669.29 0.00 669.29 0.00
Balance of Profit carried to Balance Sheet 16547.44 15778.70 14007.94 13602.53

As per Section 71 of the Companies Act 2013 Rule 18(7)(b)(ii) of the Companies (ShareCapital and Debenture) Rules 2014 and Prospectus dated 28th July 2014 for issue ofSecured Redeemable Non Convertible Debentures the Company has created DebentureRedemption Reserve of Rs.6.69 Crores (on proportionate basis) from the profits. Thebalance profits after other appropriations have been retained in the Profit and LossAccount.

STATE OF THE COMPANY’S AFFAIRS:

The total income for the year ended 31st March 2015 was Rs.353.48 Crores up by 53%from the earlier year. The profit stood at Rs.18.50 Crores increased by 42% .

The year under review was an eventful year with the launch of six projects in andaround Pune. The Company during the year launched its prestigious mega township project"DSK Dream City". It is an integrated township spread across more than 252 acresof land situated at Pune-Solapur Road. All the launched projects received a good responsefor booking of tenements.

DIVIDEND:

Your Directors have pleasure in recommending dividend of 12.5 % i.e. Rs.1.25/- perequity share on the paid up capital of the Company. The dividend payout will beRs.32251260/- and outgo on account of dividend distribution tax will be Rs.6565598/-.

PUBLIC ISSUE OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES:

Your Directors have pleasure to inform you that during the year under Report theCompany had come up with a Public Issue of Secured Redeemable Non Convertible Debenturesof face value of Rs. 5000 each for Option I II and IV and Rs. 25000 each for OptionIII ("NCDS") of the total value of Rs.10000 lakhs (herein referred to as the"base issue size") with an option to retain over-subscription upto anotherRs.10000 lakhs. The Company received a good response and the issue was subscribed 1.118times of the base issue size. The said NCDs are secured and carry more than 100% assetcover. The said NCDs are listed on the BSE Limited under four ISINs as per the issue termsof the NCDs.

The Company is timely paying interest to all its debenture holders as per theirrespective Options. The Company has appointed GDA Trusteeship Ltd. Pune as its DebentureTrustees to monitor timely payment of interest and all compliances. The Company submits aquarterly/ half yearly report to the Debenture Trustees.

The Company has used funds for the purpose for which they were raised.

SUBSIDIARIES AND CONSOLIDATION:

The Company has in all four subsidiaries. Two subsidiaries are operating in the USA;one of which is a wholly owned subsidiary and the other is a step-down (also wholly-owned)subsidiary namely DSK Developers Corporation and DSK Woods LLC respectively. Both thesesubsidiaries are in the business of construction and development. The constructionactivity at the project site at Plainsboro New Jersey is at completion stage. Out of the11 single house bungalows 8 bungalows have already been sold and construction of the rest3 is completed. The WOS is having another piece of land in New Jersey whereat anotherconstruction project has been started with 8 single houses.

Another subsidiary company is DSK Southern Projects Pvt. Ltd. ("DSKSouthern") which in association with M/s Mantri Dwellings Pvt. Ltd. a Sushil MantriGroup company is developing a premium high-end residential project of 42 storiedapartments at Bangalore named "Mantri DSK Pinnacle". Out of the total 133 units76 units have been sold so far.

The fourth subsidiary is DSK Township Projects Pvt. Ltd. DSK Township is retained as aSPV (Special Purpose Vehicle) for future use. DSK Township is yet to commence business.

This Annual Report contains the stand alone financial statements and reports of D.S.Kulkarni Developers Ltd. and the consolidated financial statements.

The statement containing the salient features of the financial statements of theCompany’s subsidiaries under the first proviso to sub-section (3) of Section 129 isgiven in Form AOC-1 attached to this Report as Annexure 1.

DSK DREAM CITY TOWNSHIP PROJECT

During the year under review the Company launched for sale tenements of the Phase 1named ‘Waterfall Residence’ of it’s much awaited mega township project"DSK Dream City". The township was launched with a mega event and it received avery good response. The total land of DSK Dream City Project which earlier comprised of186 Acres was eventually increased to over 252 Acres. The Company has obtained revisedlocation clearance and PLU Order for the concerned revision in the area of land fromGovernment of Maharashtra and other regulatory bodies. The construction and developmentwork is progressing as per the plan.

PROJECTS UNDER DEVELOPMENT:

Following sites are at different stages of planning development and/or construction ason the date of this Report:

SR. NO. NAME OF SITE TOTAL SALEABLE AREA SQ.FT LOCATION
1 DSK Dream City Ph I Waterfall 1514712 Near National Grapes Centre
Residency Solapur Rd Pune
2 DSK Vedant 175161 Hadpsar Pune
SR. NO. NAME OF SITE TOTAL SALEABLE AREA SQ.FT LOCATION
3 DSK Anandghan 654830 DSK Vishwa Sinhgad Road Pune
4 DSK Sayantara 698937 DSK Vishwa Sinhgad Road Pune
5 DSK Vishwa Villa 52534 DSK Vishwa Sinhgad Road Pune
6 DSK Gold Leaf 41358 Baner Pune
7 DSK Kasturi B 24894 Bawadhan Pune
8 DSK Garden Enclave 52870 Off NIBM Road Kondhawa Pune
9 DSK Nandanvan 99330 Pirangut Pune
10 DSK Mayurban 126862 Pirangut Pune
11 DSK Madhukosh 104317 Andheri (E) Mumbai

DIRECTORS:

The Board of Directors of the Company consists of total 7 directors out of which fivedirectors are Independent and Non-executive Directors and the rest two are ExecutiveDirectors. Out of the Independent Directors one is a Woman Director. By virtue of Section149 of the Companies Act 2013 and rules made there under the Independent Directors arenot liable to retirement by rotation. Therefore Mr. D. S. Kulkarni who was earlierappointed by the members as a non-retiring Director now retires by rotation at thisAnnual General Meeting and is eligible for re-appointment.

Mr. Shirish Kulkarni Executive Director of the Company was re-appointed by the Boardin the same capacity for a term of three years w.e.f. 27th July 2015. Member’sapproval is being sought for his re-appointment.

Dr. Madhura Chatrapathy was appointed as an Additional Director on 18th March 2015pursuant to Section 149(1) of the Companies Act 2013. She seeks appointment at theensuing Annual General Meeting for the tenure of her appointment as mentioned in theNotice of the forthcoming Annual General Meeting of the Company.

Mr. V. C. Joshi Mr. K. K. Taparia Dr. M. K. P Setty Mr. R. D. Kharosekar and Dr.Madhura Chatrapathy have furnished their declarations of independency under sub-section 6of Section 149 of the Companies Act 2013.

Mr. V. C. Joshi Mr. K. K. Taparia Dr. M. K. P Setty and Mr. R. D. Kharosekar wereappointed for a term of 5 years in the Annual General Meeting held on 30th September2014. The said Independent Directors continue to hold their office.

As regards Key Managerial Persons during the year under report Mr. Nitin Deshpandewas appointed as the Chief Financial Officer (CFO) of the Company pursuant to Section 203of the Companies Act 2013. The Company already has a full time Company Secretary Mr.Amol Purandare who was nominated as one of the Key Managerial Personnel.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public and shareholders coveredunder Chapter V of the Companies Act 2013 during the year under report.

a) Deposits accepted during the year: Nil

b) Outstanding deposits as on 31st March 2015: Rs.8599.21 Lacs

c) Deposits remained unpaid as at the end of the year: Nil

d) Deposits remained unclaimed as at the end of the year: Rs.241.66 Lacs

e) There has been no default in repayment of deposits or payment of interest thereonduring the year.

None of the fixed deposits which have matured have remained unpaid.

LISTING:

The equity shares of the Company are listed on the BSE Limited and National StockExchange (NSE). There are no arrears on account of payment of listing fees to the StockExchanges.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT 9 asrequired under Section 92 of the Companies Act 2013 are included in this Report as Annexure2 which forms an integral part of this Report.

NUMBER OF BOARD MEETING:

The Board met nine (9) times during the year under report the details of which aregiven in the Report on Corporate Governance that forms a part of this Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

PARTICULARS OF LOANS AND INVESTMENTS:

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the note no. 41 to the StandaloneFinancial Statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY

to which the financial statements relate and the date of the REPORT.

There are no material changes and commitments affecting the financial position of theCompany between the end of Financial Year 2015 and the date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

CONSERVATION OF ENERGY AND WATER:

(a) Since the Company operates into real estate development business the Company doesnot involve heavy equipment and machinery still lot of efforts are made to conserveenergy. The methods include conservation of ground water levels preservation and shiftingof wells use of LED lighting for the indoor spaces as also outdoors and landscapelighting landscape watering by sewage and sullage using latest technology use of solarand wind power for common areas in project use of LEDs to replace the conventionallighting systems etc. The Company did not seek any transfer of technology during the year.Therefore the situation of absorption of technology does not arise.

During the year under review Company earned Foreign Exchange of Rs.279.86 Lacs(previous year Rs.230.85 Lacs). The total Foreign Exchange outgo was Rs.121.32 Lacs(previous year Rs.709.20 Lacs).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company’s internal financial control systems are commensurate with its sizeand the nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorised use executingtransactions with proper authorisation and ensuring compliance of corporate policies. TheCompany has a well defined delegation of power with authority limits for approving revenueas well as expenditure. The Company uses a ERP system to record data for accountingconsolidation and management information purposes and connects to different locations forefficient exchange of information. It has continued its efforts to align all its processesand controls with best practices.

RISK MANAGEMENT

The Company has Risk Management framework to identify evaluate business risks andopportunities. This framework seeks to create transparency minimise adverse impact on thebusiness objectives and enhance the Company’s competitive advantage. In the opinionof the Board currently there is no perceivable risk which may threaten the existence ofthe Company.

PARTICULARS OF EMPLOYEES AS REQUIRED AS PER RULE 5 OF CHAPTER XIII OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The Particulars of Employees as required is attached herewith as Annexure 3 tothis report.

AUDITORS:

M/s. Gokhale Tanksale & Ghatpande Chartered Accountants (RegistrationNo.103277W) who are the Statutory Auditors of the Company were appointed for a term of 3years in the Annual General Meeting held on 30th September 2014. Pursuant to theprovisions of Section 139 it is required to ratify their appointment by members in everyAnnual General Meeting for the appointed term. It is proposed to ratify their appointmentfor examining and auditing the accounts of the Company for one year and to hold officefrom the conclusion of this Annual General Meeting till the conclusion of the twenty fifthAnnual General Meeting of the Company to be held in the year 2016. The appointment of theStatutory Auditor was recommended by the Audit Committee at its meeting held on 29th May2015. M/s. Gokhale Tanksale & Ghatpande have under Section 139(1) and 141 of theCompanies Act 2013 and the Rules framed thereunder furnished a certificate of theireligibility and consent for re-appointment. As required under Clause 49 of the ListingAgreement the auditors have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India. Ratification ofthe appointment of the Auditors is sought herewith.

Comments on Auditors Report: There are no qualifications reservations or adverseremarks or disclaimer made by auditors in the Auditor’s Report for the year underreview.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Kanj and Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year 2014-15. The Report of the Secretarial AuditReport is annexed herewith as Annexure 4.

Further it is necessary to appoint Secretarial Auditors for the year 2015-16. TheAudit Committee as well as the Board of Directors have recommended the appointment of M/s.Kanj & Associates as Secretarial Auditor for the year 2015-16 also. The said firm ofCompany Secretaries has given its consent for the appointment.

Board’s response to the comments on Secretarial Audit Report:

1. Company instead of disclosure under Regulation 13(6) of the Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 for the acquisition of5000 equity shares made by Mr. D. S. Kulkarni in the month of December 2014 uploadeddisclosure made under regulation 13(4) to BSE. Proper disclosure was made to NSE.

Response: The Company was required to file declaration under regulation 13(6) withBSE and NSE upon receipt of disclosure under regulation 13(4) from Mr. D. S. Kulkarni ofacquisition of further shares. Though the Company did file its declaration with NSEcorrectly it inadvertently filed disclosure of Mr. D. S. Kulkarni under his signaturerather than that of the Company with BSE which is a technical error. It may however benoted that the information was made available in public domain in time.

2. As per Section 12(3)(c) of the Companies Act 2013 the Company was required tomention Corporate Identification Number (CIN) in the notices CIN number was appropriatelydisclosed on the communications with Stock Exchanges however the CIN was not mentioned inthe Notice published in Marathi/English newspaper dated 18th July 2014 & in EnglishNewspaper dated 20th October 2014.

Response: The Company mentions CIN on the official documents. The letter heads ofthe Company carry CIN and the notices sent to the Board of Directors for the BoardMeetings convened on 18th July 2014 and 20th October 2014 carry CIN. It remained to bementioned in the newspaper notices due to oversight.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the practicing company secretaries regarding complianceof conditions of corporate governance as stipulated in Clause 49 of the Listing Agreementis annexed with the report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement the report on Corporate Governancetogether with a certificate from the Company’s Auditors confirming compliance formsan integral part of this Report and the statement of Management Discussion and Analysis isannexed to and forms part of this Annual Report.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act 2013 and Clause 49 II(A) of the Listing Agreement an Audit Committee comprises the following Directors:

1. Mr. V C. Joshi Chairman

2. Dr. M. K. P. Setty Member

3. Mr. K. K. Taparia Member

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188 IN FORM AOC 2 ALONG With The JUSTIFICATION FOR ENTERING INTO suchCONTRACT OR ARRANGEMENT.

The transactions entered into with the related parties as defined under the CompaniesAct 2013 and Clause 49 of the Listing Agreement during the year were in the ordinarycourse of business and on an arm’s length pricing basis. There were no materiallysignificant transactions with related parties during the year which were in conflict withthe interests of the Company. Suitable disclosure as required by the Accounting Standards(AS 18) has been made in the notes to the Financial Statements.

All related party transactions are placed before the Audit Committee as also the Boardfor approval before they are entered into or prior omnibus approval for them is obtained.Prior omnibus approvals and transactions made thereunder are reviewed by the AuditCommittee and Board periodically.

The policy on ‘Related Party Transactions’ as approved by the Board isuploaded on the Company’s website under following weblink:http://www.dskdl.com/pdf/RELATED PARTY TRANSACTION POLICY.pdf

None of the Directors has any pecuniary relationship or transaction vis a vis theCompany except as mentioned in this Report.

As provided in Section 134(3)(h) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in Form AOC 2 areprovided in the Annexure 5 to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Vigil Mechanism Policy to deal with instancesof fraud and mismanagement if any. The details of the said vigil mechanism policy isexplained in the Corporate Governance Report and also posted on the website of the Companyon http://dskdl.com/wp-content/uploads/Vigil Mechanism WhistleBlower Pplicy.pdf.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTORAND OTHER MATTERS PROVIDED UNDER SECTION 178(3):

The Board of Directors in its meeting held on 31st October 2014 approved theNomination & Remuneration Policy for nomination and remuneration of Directors Key Managerial Personnel (KMP) and other Senior Managerial Personnel of the Company. TheNomination and Remuneration policy is available on http://dskdl.com/wp-content/uploads/NOMINATION AND REMUNERATION POLICY1.pdf.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATESOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

The Board of Directors in its meeting held on 26th October 2013 constituted aCorporate Social Responsibility Committee pursuant to provisions of Section 135 of theCompanies Act 2013. The Corporate Social Responsibility Policy is available onhttp://dskdl.com/wp-content/uploads/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf.

The constitution of the Corporate Social Responsibility Committee is disclosed in theCorporate Governance Report forming part of the Annual Report. The Company continues toundertake activities to promote social cause.

The report on the CSR Activities carried out during the year pursuant to Section 135and Rules made there under is attached herewith as an Annexure 6.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors in its Meeting held on 18th March 2015 approved the PerformanceEvaluation Policy of the Company. The said Policy is for undertaking evaluation of everyDirector’s performance. Section 178 of the Companies Act 2013 has obligated on theNomination and Remuneration Committee ("NRC") to carry out evaluation of everyDirector’s performance.

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the performance evaluation of Independent Directors has been done by the entireBoard of Directors (excluding the Director being evaluated).

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board’s functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as attendanceinputs adherence to standards disclosures interpersonal relations leadership and teamwork attributes compliances constitution effectiveness in developing a corporategovernance structure etc. The performance evaluation of Independent Directors was carriedout by the entire Board and that of the Chairman and Executive Director was carried out bythe Independent Directors. The Directors expressed their satisfaction with the evaluationprocess.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Women Complaints Redressal Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the financial year the Companydidn’t receive any complaints of sexual harassment.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and Senior Management Personnel of the Company. The Code has beenposted on the Company’s website http://www.dskdl.com/investors/code of conduct.

All Board members and senior management personnel affirm compliance with the code ofconduct. The Annual Report of the company contains a declaration to this effect signed bythe Chairman & Managing Director.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required by Section 134(3)(c) of the Companies Act 2013 with respect to theDirectors’ Responsibility Statement it is hereby stated that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors are thankful to the Central and State Governments Governmentdepartments Government agencies Municipal Corporations and Local Bodies for theirguidance and co-operation. The Directors place on record their gratitude to the financialinstitutions and banks housing and mortgage finance companies customers supplierscontractors architects labourers shareholders deposit holders and debenture holdersfor the confidence shown in the Company and co-operation given to the Board in managingthe affairs of the Company. Your Directors are appreciative of performance of theemployees at all level in furtherance of the business of the Company.

For & on behalf of the Board of Directors of
D. S. KULKARNI DEVELOPERS LTD.
D. S. KULKARNI
Place: Pune CHAIRMAN & MANAGING DIRECTOR
Date: 29th May 2015 DIN 00394027

Annexure 4

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

D. S. Kulkarni Developers Limited

1187 /60 J M Road Shivajinagar

Pune

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by D. S. Kulkarni DevelopersLimited (hereinafter called "the Company"). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by D. S. Kulkarni Developers Limited for the financial year ended on31st March 2015 according to the provisions of:

(i) The Companies Act 2013 and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 (‘SEBI Act’) viz.:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (There are no events occurred during the period whichattracts provisions of these guidelines hence not applicable.);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (There are no events occurred during theperiod which attracts provisions of these guidelines hence not applicable.);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (There are no events occurred during the period which attractsprovisions of these guidelines hence not applicable.); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (There are no events occurred during the period which attracts provisions of theseguidelines hence not applicable.); and

(vi) We further report that having regards to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof theCompany has generally complied with the following laws applicable specifically to theCompany:-

(a) Power of Attorneys Act 1882;

(b) The Maharashtra Ownership Flats (Regulation of the Promotion of Construction SaleManagement and Transfer) Act 1963;

(c) Registration Act 1908;

(d) The Maharashtra Apartment Ownership Act 1970;

(e) Maharashtra Regional and Town Planning Act 1966;

(f) Bombay Village Panchayat Act 1958;

(g) Urban Land Ceiling & Regulation Act 1976;

(h) Maharashtra Land Revenue Code 1966.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of IndiaSecretarial Standards were not made mandatory by the Government of India during theperiod hence compliance in respect of the standards is not commented upon.

(ii) The Listing Agreements entered into by the Company with BSE Limited and theNational Stock Exchange of India Limited ("NSE") for the Company’s EquityShares as well as Non-Convertible Debentures.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above except to theextent as mentioned below:

1. Company instead of disclosure under Regulation 13(6) of the Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 for the acquisition of5000 equity shares made by Mr. D. S. Kulkarni in the month of December 2014 uploadeddisclosure made under regulation 13(4) to BSE. Proper disclosure was made to NSE.

2. As per Section 12(3)(c) of the Companies Act 2013 the Company was required tomention Corporate Identification Number (CIN) in the notices CIN number was appropriatelydisclosed on the communications with Stock Exchanges however the CIN was not mentioned inthe Notice published in Marathi/English newspaper dated 18th July 2014 & in EnglishNewspaper dated 20th October 2014.

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period:

1. During the year under report the Company had come up with a Public Issue of SecuredRedeemable Non Convertible Debentures of face value of Rs.5000 each for Option I II andIV and Rs.25000 each for Option III ("NCDs") aggregating upto '10000 lakhs(herein referred to as the "base issue size") with an option to retainover-subscription upto Rs.10000 lakhs aggregating upto Rs.20000 lakhs. The Companyallotted NCDs amounting to Rs.111.70 Crores.

2. The Company passed Special Resolution in AGM held on 30th September 2014 pursuantto Section 180(1)(c) for total borrowing powers for an amount not exceeding Rs.2000 Croresand under Section 180(1)(a) for creating mortgage/ charges/ hypothecation in favour oflenders.

For KANJ & ASSOCIATES

Company Secretaries

Mahesh A. Athavale

Partner

FCS No.: 2412

C P No.:1488

Place: Pune

Date: 29th May 2015.

This report is to be read with our letter of even date which is annexed as Annexure Aand Forms an integral part of this report.

Annexure A

To

The Members

D. S. Kulkarni Developers Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For KANJ & ASSOCIATES

Company Secretaries

Mahesh A. Athavale

Partner

FCS No.: 2412

C P No.:1488

Place: Pune

Date: 29th May 2015.

Annexure 5

Form No. AOC-2

(Pursuant to clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in Sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:NIL

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the valueif any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances if any

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to Section 188

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

Particular RASA Group Telesmell DSK Motors Ltd. DSK Motors Ltd.
(a) Name(s) of the related party and nature of relationship Mrs. Ashwini Deshpande being partner in RASA Group is daughter of Mr. D. S. Kulkarni Chairman & Managing Director and step sister of Mr. Shirish Kulkarni Executive Director of the company. Mrs. Bhagyeshree Kulkarni being proprietor of Telesmell is the daughter-in-law of Mr. D. S. Kulkarni Chairman & Managing Director of the Company. Mr. D. S. Kulkarni and Mr. Shirish Kulkarni are common directors. Mr. D. S. Kulkarni and Mr. Shirish Kulkarni are common directors.
(b) Nature of contracts/ arrangements/ transactions Contract for availing marketing and branding services for DSK Dream City Project. Contract for availing phone cleaning and hygiene services for all the telephones. Contract for purchasing three Toyota make motor vehicles for business use. Contract for availing spares and servicing facility for all the motor vehicles of Toyota make.
(c) Duration of the contracts/arrangements/transactions For a period up to 31/03/2015 For a period up to 28/05/2015 For a period up to 31/03/2015 For a period up to 31/03/2015
(d) Salient terms of the contracts or arrangements or transactions including the value if any Carrying out branding activities in malls of Pune for marketing of DSK Dream City Project at the value not exceeding Rs.75 Lacs. Monthly cleaning of all the telephones of the company at the value not exceeding Rs.25000 p.a. Purchasing cars at prices at prevailing market rates at the value not exceeding Rs.50 lacs. Availing servicing of existing cars and insurance at the card rates offered by DSK Toyota at the value not exceeding Rs.50 lacs.
(e) Date(s) of approval by the Board 29-05-2014 29-05-2014 31-10-2014 31-10-2014
(f) Amount paid as advances if any Nil Nil Nil Nil

For & on behalf of the Board of Directors of

D.S. KULKARNI DEVELOPERS LTD.

D.S. Kulkarni

Chairman & Managing Director

DIN:00394027

Place: Pune

Date: 29th May 2015

Annexure 6

Annual Report on CSR Activities to be included in the Board’s Report

1. A brief outline of the company CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

CSR Policy is stated herein below:

http://www.dskdl.com/pdf/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf

2. The Composition of the CSR Committee.

Name Designation
Mr. D. S. Kulkarni Chairman
Mr. R. D. Kharosekar Member
Dr. M. K. P Setty Member

3. Average net profit of the company for last three financial years: Rs.2933.99 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs.58.68Lacs

5. Details of CSR spent during the financial year:

(a) Total amount spent for the financial year: Rs.58.75 Lacs

(b) Amount unspend if any: NIL

(c) Manner in which the amount spent during the financial year is detailed below:

1 2 3 4 5 6 7 8
Sr. No. CSR project or activity identified Sector in which the project is covered Projects or Progammes (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise (Rs. In lacs) Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs. (2) Overheads: (Rs. In lacs) Cumulative expenditure upto to the reporting period (Rs. In lacs) Amount spend: Direct or through implementing agency (Rs. In lacs)
1 Organising seminars lectures for students consumers etc. Promoting education including special education Pune Maharashtra 1.00 1.00 1.00 1.00
2 Organising trainings seminars lectures through their academy of Fire safety Promoting education including special education Mumbai Maharashtra 24.00 24.00 24.00 24.00
3 Singing programme For upcoming young singers Restoration of works of art Pune Maharashtra 8.80 8.80 8.80 8.80
4 Tribal people upliftment Promoting health care including preventive health care. Ahmednagar Maharashtra 0.50 0.50 0.50 0.50
5 Upliftment of blind people by providing vocational skills to earn livelihood Promoting employment enhancing vocation skills especially among children women elderly and the differently able Pune Maharashtra 0.50 0.50 0.50 0.50
6 Tribal people upliftment Implementing measures for reducing inequalities faced by socially and economically backward Solapur Maharashtra 0.50 0.50 0.50 0.50
7 26th Pune Festival 2014 Inaguration Ceremony on 5th September 2014 Protection of national heritage art and culture Pune Maharashtra 0.50 0.50 0.50 0.50
8 Golden Jubilee Year of Purushottam Karandak competition Protection of national heritage art and culture Pune Maharashtra 0.25 0.25 0.25 0.25
9 Organising seminars lectures for students (Yuva Sammelan) Promoting education including special education. Pune Maharashtra 0.05 0.05 0.05 0.05
10 To arrange camps sports development in India for upcoming players Training to promote nationally recognised sports. Pune Maharashtra 10.00 10.00 10.00 10.00
11 To motivate work relating to energy conservation and renewable energy for those individuals corporate NGO’s who make enormous contribution in conserving energy Ensuring environmental sustainability Pune Maharashtra 0.85 0.85 0.85 0.85
12 Collecting nirmalya after Ganesh emersion and other related events and processing the same to maintain enviromental sustainability Ensuring environmental sustainability Pune Maharashtra 0.52 0.52 0.52 0.52
13 To control global warming to maintain ecological balance Ensuring ecological balance Pune Maharashtra 0.07 0.07 0.07 0.07
14 SSC Passed Students Felicitation to encourage students for achieveing success in exams and motivate for future educational career Promoting education including special education. Pune Maharashtra 0.21 0.21 0.21 0.21
15 Adhyaksha Jyeshtha Nagrik Sanstha Sindkheda Setting up old age homes day care centres and such other facilities for senior citizens. Dhule Maharashtra 2.00 2.00 2.00 2.00
16 D S Kulkarni Foundation All charitable purposes Pune Maharashtra 9.00 9.00 9.00 9.00
TOTAL 58.75 58.75 58.75 58.75

* Give details of implementing agency:

1. Lokmanya Tilak Vichar Manch

2. Fire Safe India Foundation

3. DSK Foundation

4. Mahamanav Baba Amte Seva Sanstha

5. Niwant Andh Mukta Vikasalaya

6. Bhatke Vimukta Vikas Pratisthan

7. Pune Festival

8. Maharashtra Kalopasak Pune

9. Akhil Bhartiya Vidyarthi Parishad

10. Olympic Gold Quest

11. DSK Energy Award

12. Nirmalya Collection

13. Tree Plantation

14. SSC Passed Students Felicitation

15. Adhyaksha Jyeshtha Nagrik Sanstha.

16. D S Kulkarni Foundation

6. In case the company has failed to spend the two per cent of the average netprofit of the last three financial years or any part thereof the company shall providethe reasons for not spending the amount in its Board report:

The Company has spent the entire 2% of average net profit of the last three financialyears towards CSR expenses for the Financial Year 2014-15.

7. It is hereby certified that the implementation and monitoring of the CSR activitiescarried out by the Company are in accordance with the CSR Policy as approved by the Boardof Directors of the Company.

D.S. Kulkarni R. D. Kharosekar
Chairman & Managing Director and Chairman CSR Committee (Member CSR Committee)
DIN 03075915
DIN 00394027

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