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D S Kulkarni Developers Ltd.

BSE: 523890 Sector: Infrastructure
NSE: DSKULKARNI ISIN Code: INE891A01014
BSE 16:01 | 20 Mar D S Kulkarni Developers Ltd
NSE 05:30 | 01 Jan D S Kulkarni Developers Ltd
OPEN 13.60
PREVIOUS CLOSE 13.60
VOLUME 1851
52-Week high 13.60
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P/E
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.60
CLOSE 13.60
VOLUME 1851
52-Week high 13.60
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The members

D S Kulkarni Developers Limited (herein after referred as "the Company")

(Undergoing CIRP under IBC)

The Resolution Professional present the 29th Annual Report and the FinancialStatements of the Company for the year ended 31st March 2020.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

The Corporate Insolvency Resolution Process ("CIRP") was initiated on apetition filed by Bank of Maharashtra against D S Kulkarni Developers Limited which wasadmitted vide an Order dated September 26 2019 ("Insolvency Commencement Date")of the Hon'ble National Company Law Tribunal ("NCLT") Mumbai under theprovisions Section 7 of the Insolvency and Bankruptcy Code 2016 read with the rules andregulations framed thereunder ("the Code").

The Hon'ble NCLT vide its order dated September 26 2019 allowed initiation of CIRP ofthe Company and Mr. Manoj Kumar Agarwal IP Registration No. IBBI/IPA-001/IP-P00714/2017-2018/11222 was appointed as the Interim Resolution Professional ("IRP") for theCompany. The appointment of Mr. Manoj Kumar Agarwal was confirmed/approved as theResolution Professional ("RP") of the Company by the Committee of Creditors("CoC").

Under Section 17 of the of the Insolvency & Bankruptcy Code;

a. the management of the affairs of the company shall vest in the ResolutionProfessional.

b. the powers of the Board of Directors shall stand suspended and be exercised by theResolution Professional.

c. the officers and managers of the company if any shall report to the resolutionprofessional and provide access to such documents and records of the company as may berequired by the Resolution Professional.

d. the financial institutions maintaining accounts of the company shall act on theinstructions of the Resolution Professional in relating to such accounts furnish allinformation relating to the company available with them to the Resolution Professional.

1. Financial Summary:

The financial results of the Company for the year in comparison with the previous yearare summarized below.

Description F.Y. 2019-20 Amount in lacs F.Y. 2018-19 Amount in lacs
Turnover - -
Other Income 5.64 649.17
Total Revenue 5.64 649.17
Less: Purchase of Stock in Trade - 2186.80
Less: Changes in inventories of finished - -
goods / stock in trade / Work in progress
Less : Employee Benefit Expenses - 26.22
Less: Office and Administration Expenses 79.44 75.84
Less: Selling Expenses - -
Less: Finance Costs 2711.30 3543.73
Less : Depreciation / Amortization 512.73 599.51
Less : Other Expenses - -
Less: CSR Expenses - -
Net Profit before exceptional items (3297.83) (5782.92)
Less: Exceptional items - -
Net Profit before Taxation (PBT) (3297.83) (5782.92)
Less: Current Tax - -
Less: Deferred Tax - -
Profit after Taxation(PAT) (3297.83) (5782.92)

2. Dividend:

The company is under Corporate Insolvency Resolution Process (CIRP) no Dividend hasbeen recommended.

3. Transfer to Reserves:

No amount was proposed to be transferred to any of the reserves during the year.

4. Public Deposits:

During the year; the Company has neither accepted nor renewed any ‘Public Deposit'within the meaning of section 73 of the Act read with the Companies (Acceptance ofDeposit) Rules 2014.

5. State of Company's affairs:

Proceedings of Corporate Insolvency Resolution Process under Insolvency and BankruptcyCode 2016 (IBC)

In accordance with the applicable provisions of the Insolvency & Bankruptcy Code2016 ("IBC Code") Corporate Insolvency Resolution Process ("CIRP") ofthe company was initiated by the National Company Law Tribunal Mumbai("NCLT") on26th September 2019 and pursuant to Section 17 of the IBC the power of the Board ofDirectors of the company stood suspended and such powers are vested with the InterimResolution Professional ("IRP") Mr. Manoj Kumar Agarwal to manage the affairs ofthe company.

Since the Board of Directors of the Company failed to submit the financials and inview of the ongoing Corporate Insolvency Resolution Process the resolution professionalMr. Manoj Kumar Agarwal is responsible for the matters stated in Section 134(5) of theCompanies Act 2013 and he hereby submits the following report:

There was no change in the nature of business of the Company. However the company hasstopped its operations the reason which has incurred losses of Rs.3297.83 lacs.

6. Subsidiary Company:

The company has 4 subsidiaries including 3 wholly owned subsidiaries. A report on theperformance and the financial position of the subsidiaries associates and joint venture inForm AOC-1 is attached to this report as Annexure - 1. The current management is nothaving access to the details/documents/records/information required to prepareconsolidated financial statement's hence the company has not prepared consolidatedfinancial statements.

7. Associate Company:

The Company does not have any ‘Associate Company' within the meaning of section2(6) of the Act.

8. Directors & Key Managerial Personnel (KMP):

During the year there were no changes in the composition of Board of Directors of thecompany.

The requirement under section 134(3)(d) of the Act with respect to furnishing astatement on declaration to be given by Independent Director(s) is not available inrecords of the Company.

9. Company's Policy on Directors' Appointment Remuneration etc.:

The provisions of section 178 of the Act stipulating having Nomination &Remuneration Committee are applicable to the Company. However there were no records ofNomination & Remuneration Committee's meetings found during the year.

10. Board Evaluation:

The provisions of section 134(3)(p) of the Act read with rule 8(4) of the Companies(Accounts) Rules 2014 for having formal self-annual evaluation by the Board of Directorsis also applicable to the Company. However; the Board has not carried out the requirementstated under the above section.

11. Number of Board Meetings:

There were no records found of any meetings held by the Board of Directors or of anyCommittees formed by the Board during the year. Furthermore notices and attendanceregister of those respective meetings were also no found in record.

12. Directors' Responsibility Statements:

The Hon'ble National Company Law Tribunal (NCLT) had admitted the petition forinitiating the Corporate Insolvency Resolution (CIR) Process under the provisions of theInsolvency Bankruptcy Code 2016 (IBC). Further vide the aforesaid NCLT order (Communicatedon 21st November 2017) and pursuant to Section 17 of the IBC the powers of the Board ofDirectors stood suspended and such powers were vested with the Interim ResolutionProfessional Mr. Manoj Kumar Agarwal.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and(5) of Section 134 of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed by the Resolution Professional that:

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

(b) accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the profit and loss of the companyfor that period;

(c) proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities;

(d) the annual accounts on a going concern basis; and

(e) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

13. Auditors:

a) Statutory Auditor:

Members of the Company at the Annual General had appointed Gokhale Tansakle & M/sGokhale Tanksale & Ghatpande Chartered Accountants (Registration No.103277W) theStatutory Auditors of the Company were appointed for a term of 3 years in the AnnualGeneral Meeting held on 30th September 2014 i.e. from FY 2014-15 till the FY 2016-17.

On initiation of Corporate Insolvency Resolution Process under the provisions Section 7of the Insolvency and Bankruptcy Code 2016 read with the rules and regulations framedthereunder ("the Code") the powers of Board of Directors of the Company aresuspended and same are being exercised by the Resolution Professional. The Committee ofCreditors ("CoC") in its Meetings (detailed below) appointed M/s R.C. Jain &Associates LLP Chartered Accountants(FRN 103952W/W100156) as Statutory Auditor tofinalised for audit.

CoC Meeting held on November 18 2019 appointed the Statutory Auditor of the Companyfor the FY 2017-18 FY 2018-19 and from April 1 2019 to September 26 2019.

CoC Meeting held on meeting held on May 6 2020 was appointed from period September27 2019 to March 31 2020

Further pursuant to the provision of Section 139 of the Companies Act 2013 theappointment of Statutory Auditor of the Company should be made for a term of Fiveconsecutive years. Hence Members are request to ratify all the resolutions passed for theappointment of M/s R.C. Jain & Associates LLP Chartered Accountants as the Statutory

Auditor of the Company by the Committee of Creditors ("CoC") constitutedunder the

Insolvency and Bankruptcy Code 2016 read with other applicable rules and regulationmade thereunder and Resolution Professional and appoint the said Statutory Auditor of theCompany to hold office for the period of Five years i.e. from the Financial Year 2017-18to 2022-23 respectively.

The observations addressed by the Auditors are self-explanatory and in response yourDirectors submit that most of occurrences were due to the paucity of administration staffand financial challenges that the Company is passing through. Your Directors haveconsidered the issues addressed by the Auditors and are taking necessary steps to obviatesuch occurrences.

b) Cost Auditor:

The provisions of section 148 of the Act read with rule 3 of the Companies (CostRecords and Audit) Rules 2014 do not apply to the Company. Accordingly the Company hasnot appointed the Cost Auditor.

c) Secretarial Auditor:

The provisions of section 204 of the Act read with rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are applicable to the Company.Accordingly the Company has appointed M/s Mihen Halani and Associates as the SecretarialAuditor.

15. Particulars of Loan(s) Guarantee(s) or Investment(s) made under section 186 of theAct:

During the year under review the Company has not granted any loans nor made anyinvestments.

16. Statement concerning development and implementation of risk management policy:

Your Company could not recognize that risk is an integral part of any business and theBoard of Directors were not committed to managing the risks in a proactive and efficientmanner.

17. Vigil Mechanism:

The Company had adopted a Vigil Mechanism in form of whistle blower policy. At presentthere are no employees on the roll of the Company and the Company is under CIRP.

18. Internal financial controls with reference to the Financial Statements:

At present there are no employees on the roll of the Company and the Company is underCIRP.

19. Significant / Material orders passed by the regulatory etc.:

During the year under review in accordance with the applicable provisions of theInsolvency & Bankruptcy Code 2016 ("IBC Code") Corporate InsolvencyResolution Process ("CIRP") of the company was initiated by the National CompanyLaw Tribunal Mumbai("NCLT") on 26th September 2019 vide CP 1633(IB)/MB/2019.

20. Annual Return:

The extract of the Annual Return as needed to be provided in pursuant to the provisionsof section 92 read with rule 12 of the Companies (Management and administration) Rules2014 is furnished in Annexure 1 to this Report.

21. Particulars of contracts or arrangements made with related parties:

During the year the Company has entered into any transaction or arrangement fallingunder provisions of section 188 of the Act.

The Form AOC-2 pursuant to section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 is set out as Annexure2 to this Report.

22. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The Company has no information to furnish with respect to conservation of energytechnology absorption Foreign Exchange Earnings and Outgo as are needed to be furnishedunder section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules2014.

23. Corporate Social Responsibility:

Given stressed financial condition of the business the Company does not have to makeany obligatory contributions towards CSR from a regulatory perspective.

24. Disclosure relating to remuneration:

The information in pursuance of rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 in respect of remuneration of employeesof your Company could not be found in records.

25. General:

During the year;

i) the Company has not issued Equity shares with differential rights as to dividendvoting or otherwise;

ii) the Company does not have any ESOP scheme for its employees / Directors;

iii) the Company has not bought back any of its securities;

iv) the Company has not issued any Sweat Equity Shares;

v) the Company has not issued any Bonus Shares.

26. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has always been committed to provide a safe and dignified work environmentfor its employees; which is free of discrimination intimidation and abuse. During theyear under review there were no records of any complaint of sexual harassment beingreceived by the company.

27. Corporate Governance Report:

The Corporate Governance Report for Financial Year 2018 -19 as stipulated under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as 'Listing Regulations') forms part of the Annual Report. The certificatefrom a practicing Company Secretary on compliance(s) with the corporate governance normsforms part of the Corporate Governance Report.

28. Secretarial Standards:

The Company does not have in place proper systems to ensure compliance with theprovisions of the applicable Secretarial Standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

29. Management Discussion and Analysis Report:

In the absence of information about the performance of the Company from the Board theManagement Discussion and Analysis Report could not be produced before the Members.

30. Indian Accounting Standards:

The Ministry of Corporate Affairs (MCA) vide its notification in the officialGazette dated February 16 2015 notified the Indian Accounting Standards (Ind AS)according to which certain class of companies which inter - alia included all listedcompanies whose accounting period begins on or after April 1 2016 are required to complywith Ind AS. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. ForJyoti Structures Limited Ind AS is applicable form April 1 2016 with a transition dateof April 1 2015 and IGAAP as the previous GAAP.

Accordingly Standalone Financial Statements of the Company for the Financial Year2019-20 have been prepared as per IND AS.

31. Acknowledgement:

Your Directors wish to place on record their appreciation of the contribution madeby the employees of the Company. The Directors wish to convey their appreciation to theBanks dealers and other business associates and the shareholders for their continuoustrust and support.

For D S Kulkarni Developers Limited
(Company under Corporate Insolvency Resolution Process)
Date:12th December 2020 Sd/-
Place: Mumbai Mr. Manoj Kumar Agarwal
Resolution Professional
IBBI/IPA-001/IP-P00714/2017-2018/11222

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