D S Kulkarni Developers Ltd
Directors Reports
To,
The Members
D S Kulkarni Developers Limited
The Hon'ble NCLT vide its order dated September 26, 2019 allowed
initiation of Corporate Insolvency Resolution Process (“CIRP”) of the 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 the Corporate Debtor. The appointment of Mr. Manoj Kumar Agarwal was
confirmed/approved as the Resolution Professional (“RP”) of the Corporate Debtor
by the Committee of Creditors (“CoC”). As per Section 17 of the Insolvency and
Bankruptcy Code, 2016 read with the rules and regulations framed thereunder (“the
Code”), from the date of appointment of the IRP the management of affairs and powers
of the board of directors of the Company were suspended and stood vested with IRP/RP of
the Corporate Debtor.
The resolution plan submitted by M/s Ashdan Properties Private Limited,
M/s Classic Promoters & Builders Private Limited and M/s Atul Builders was approved by
the Hon'ble National Company Law Tribunal, Mumbai Bench vide
Order No. CP (IB) NO. 1633/MB/C-I/2019 dated June 23, 2023 (Certified
copy received on 30th June, 2023).
Thereafter, a Steering Committee was constituted. The constituted
committee is tabulated below:
Particulars |
Name |
| Representative of Secured Financial |
A. State Bank of India- Shri Rasmi Ranjan
Pati |
| Creditors |
B. ICICI Home Finance Company Limited - Mr. |
|
Abhishek Yande and/or Mr. Sumit Choudhary |
| Representative of the Successful |
Mr. Ranjit Raghunathan |
| Resolution Applicant (SRA) |
Mr. Prateek Ghatiya |
| Insolvency Professional |
Mr. Manoj Kumar Agarwal |
The Board of Directors of the Company hereby present the Thirty
Second Annual Report on business and operations of the Company along with the
Audited Statement of Accounts for the financial year ended March 31, 2023.
1. Financial Results:
Performance of the Company, on standalone basis, for the
financial year ended March 31, 2023 is as summarized below:
Particulars |
Year Ended |
|
|
31.03.2023 |
31.03.2022 |
| Income from Operations |
- |
- |
| Other Income |
- |
4.59 |
Total Income |
- |
4.59 |
Total Expenses |
306.61 |
271.05 |
Profit / (loss) before Tax |
(306.61) |
(266.46) |
| Exceptional items |
(4,560.77) |
- |
| Tax Expense |
- |
- |
Net Profit / (loss) after tax |
(4,867.38) |
(266.46) |
Earnings per equity share (Basic and
Diluted) |
(18.87) |
(1.03) |
The revenue from operations for the year ended 31st March,
2023 is Nil as there were no operations in the Company.
2. Indian Accounting Standards:
The Audited Standalone Financial Statements of the Company for the year
ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards
(IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013
(hereinafter referred to as “the Act”), Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
“SEBI Listing Regulations”), which have been reviewed by the Statutory Auditors.
3. State of Company's Affairs:
Search and seizure operations were conducted by the Enforcement
Directorate (ED). During this search and seizure and during the process of investigation,
Economic Offence Wing of Police Dept. has taken in its custody physical and electronically
maintained records of the Company.
Investigation is going on against the Company under various laws
including the Maharashtra Protection of interest of Depositors Act (MPID), Economic
Offences Wing (EOW) Pune, Insolvency and Bankruptcy Code, 2016, Prevention of Money
Laundering Act, 2002. The matter is sub-judice and the impact of the outcome, if any, is
uncertain at present.
During the year there were no business operations in the Company as the
Company was under Corporate Insolvency Resolution Process.
The Company has received 3 Resolution Plans which were put to vote
before the Committee of Creditors (“CoC”). The Committee of Creditors (CoC) has
approved the resolution plan submitted by Consortium of Ashdan Properties Private Limited,
Classic Promoters & Builders Private Limited and Atul Builders, with a requisite
majority of the voting share as per the Insolvency and Bankruptcy Code, 2016 (IBC). The
resolution plan submitted by Ashdan Properties Private Limited, Classic Promoters &
Builders Private Limited and Atul Builders was approved by the Hon'ble National
Company Law Tribunal, Mumbai Bench vide Order No. CP (IB) NO. 1633/MB/C-I/2019 dated June
23, 2023 (Certified copy received on 30th June, 2023).
4. Change in the nature of business:
There was no change in the nature of business of the Company during the
year under review.
5. Dividend:
Since the Company is under Corporate Insolvency Resolution Process and
due losses, no dividend on the equity shares of the Company has been recommended.
6. Transfer to reserves:
The Company does not propose to transfer any amount to the General
Reserves.
7. Capital Structure
The Authorised Share Capital of the Company is 50,00,00,000 (Rupees
Fifty Crores) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- each and
the Issued, Subscribed and Paid up equity share capital of the Company is Rs.
25,80,10,080/- (Rupees Twenty Five Crores Eighty Lakhs Ten Thousand and Eighty only)
divided into 2,58,01,008 (Two Crore Fifty Eight Lakh One Thousand and Eight) equity shares
of Rs. 10/-
i) the Company has not issued/allotted Equity shares with differential
rights as to dividend, voting or otherwise; ii) the Company has not issued/allotted Equity
shares (Including sweat equity shares) to employees of the Company under any scheme; iii)
the Company has not bought back any of its securities; iv) the Company has not issued any
Bonus Shares. v) during the year under review, the Company has not issued/ allotted any
kind of Equity Shares.
The entire Paid-up Equity Share capital of the Company of Rs.
25,80,10,080/- (Rupees Twenty Five Crores Eighty Lakhs Ten Thousand and Eighty only)
divided into 2,58,01,008 (Two Crore Fifty Eight Lakh One Thousand and Eight) equity shares
of Rs. 10/- each was Reduced/ cancelled /extinguished with effect from 27th
September 2023 pursuant to implementation of Resolution Plan as approved by Hon'ble
NCLT, Mumbai Bench.
Pursuant to the Order of the Hon'ble NCLT and approved resolution
plan, 1,00,00,000/- (One Crore Only) Equity Shares of Face Value of Rs. 10/- (Rupees Ten
each) aggregating to Rs. 10,00,00,000/- (Rupees Ten Crores Only) were issued and allotted
on 27th September 2023.
8. Public Deposits:
During the year under Report the Company did not accept any fresh
deposits from the public and shareholders covered under Chapter V of the Companies Act,
2013.
9. Material Changes and Commitments, if any, affecting the
financial position of the Company, occurred after the balance sheet date and as at the
date of signing this report
The resolution plan submitted by Ashdan Properties Private Limited,
Classic Promoters & Builders Private Limited and
Atul Builders was approved by the Hon'ble National Company Law
Tribunal, Mumbai Bench vide Order No. CP (IB)
NO. 1633/MB/C-I/2019 dated June 23, 2023 (Certified Copy received on 30th
June, , 2023).
The Steering Committee was constituted for the implementation of the
Resolution Plan duly approved by the Hon'ble
NCLT, Mumbai Bench and the below mentioned material changes occurred
after the balance sheet date:
a. Mr. Bhushan Vilaskumar Palresha (DIN: 01258918) was appointed as a
Managing Director of the Company with effect from 24th August, 2023 for a
period of five (5) years. Mr. Sumit Ramesh Diwane (DIN: 10076052) and Mr. Umesh
Shankarlalji Kankaria (DIN: 08039396) were appointed as an Additional Non-executive
Directors of the Company with effect from 24th August, 2023.
b. Further the members of the Company at the Extra-Ordinary General
Meeting of the Company held on 21st November 2023 confirmed the appointment Mr.
Bhushan Vilaskumar Palresha (DIN: 01258918) as Managing Director of the Company with
effect from 24th August, 2023 for a period of five (5) years and Mr. Sumit
Ramesh Diwane (DIN: 10076052) and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) as
Non-executive Directors of the Company with effect from 24th August, 2023.
c. Mr. Deepak Sakharam Kulkarni (DIN: 00394027), Mr. Vijaykumar Nathu
Jagtap (DIN: 02555240) and Mr.
Sahindra Jagannath Bhawale (DIN: 07352920) vacated from the position of
Managing Director and Directors respectively of the Company with effect from 21st
September 2023 and Ms. Hemanti Deepak Kulkarni (PAN: AFOPP4761N) and Mr. Rohit Subhash
Purandare (PAN: AUJPP6312P) vacated from the position of Chief Financial Officer and
Company Secretary cum Compliance Officer respectively of the Company with effect from 21st
September 2023.
d. The entire paid-up equity share capital of the Company of Rs.
25,80,10,080/- (Rupees Twenty Five Crores
Eighty Lakhs Ten Thousand and Eighty only) divided into 2,58,01,008
(Two Crore Fifty Eight Lakh One Thousand and Eight) equity shares of Rs. 10/- each was
Reduced/ cancelled /extinguished with effect from 27th September 2023 pursuant
to implementation of Resolution Plan as approved by Hon'ble NCLT, Mumbai Bench.
e. The entire Listed Non-Convertible Debentures issued by the Company
as mentioned below for which Catalyst
Trusteeship Limited, acting as a Debenture Trustee were redeemed on 21st
September 2023.
S. No |
ISIN |
Number of NCD's |
Particulars |
| 1. |
INE891A07011 |
1,03,444 |
Listed, Secured, Redeemable Option I
NCD's |
| 2. |
INE891A07037 |
46,851 |
Listed, Secured, Redeemable Option II
NCD's |
| 3. |
INE891A07045 |
849 |
Listed, Secured, Redeemable Option III
NCD's |
| 4. |
INE891A07029 |
68,852 |
Listed, Secured, Redeemable Option IV
NCD's |
f. Pursuant to the Order of the NCLT and approved resolution plan,
1,00,00,000/- (One Crore Only) Equity
Shares of Face Value of Rs. 10/- (Rupees Ten each) aggregating to Rs.
10,00,00,000/- (Rupees Ten Crores Only) were issued and allotted on 27th
September 2023 to Resolution Applicant and its affiliates in following manner :
(a) Allotment of 95,00,000 (Ninety-Five Lakh) Equity Shares of Rs. 10/-
each aggregating to Rs. 9,50,00,000/- (Nine Crores Fifty Lakhs) to the resolution
applicant in its affiliates comprising 95% (Ninety-Five) of total equity share capital of
the Company in the following manner:
The details of the promoters as per follows:
S.No. |
Name of Promoters |
No. of Equity Shares |
| 1 |
Ashdan Properties Private Limited |
94,99,994 |
| 2 |
Classic Promoters and Builders Private
Limited |
1 |
| 3 |
Atul Builders |
1 |
| 4 |
AC Realty LLP |
1 |
| 5 |
Astaria Land Developers LLP |
1 |
| 6 |
Hinjewadi Land Developers LLP |
1 |
| 7 |
Eliture Land Developers LLP |
1 |
(b) Allotment of 5,00,000 (Five Lacs) Equity Shares of Rs. 10/-
each aggregating to Rs. 50,00,000/- (Rupees Fifty Lacs only) comprising 5% to DSK
Shareholders Trust, a Trust established for the purpose of holding the said Equity Shares
of the Company.
g. Pursuant to the Order of the NCLT and approved resolution plan, the
company had allotted 48,61,209
Series-I, Secured, Redeemable, Non-Convertible Debentures of face value
of Rs. 1,000/- (Rupees One Thousand only) each, aggregating to Rs. 4,86,12,09,000 (Rupees
Four Hundred Eighty Six Crores Twelve Lakhs and Nine Thousand only) and 2,35,16,32
Series-II, Secured, redeemable, Non-Convertible Debentures of face value of Rs. 1,000/-
(Rupees One Thousand only) each, aggregating to Rs. 2,35,16,32,000 (Rupees Two Hundred
Thirty-Five Crores Sixteen Lakh and Thirty Two Thousand only) on 21st September
2023 and 989 Series-II, Secured, redeemable, Non-Convertible Debentures of face value of
Rs. 1,000/- (Rupees One Thousand only) each, aggregating to 9,89,000/- (Nine Lakh and
Eighty Nine Thousand Only) on 20th October 2023.
h. Pursuant to the approved resolution plan, the Company had made the
payment of IRP Cost, including the
CIRP Cost, payment to Operational Creditors, Employees, Unsecured
Financial Creditors, Fixed Deposit holders within the timeline.
10. Particulars of Loans, Guarantees or Investments:
Details of loans, guarantees or investments covered under the
provisions of Section 186 of the Act are given in notes to the standalone financial
statements forming part of the Annual Report.
Further as per Hon'ble National Company Law Tribunal, Mumbai Bench
vide Order No. CP (IB) NO. 1633/MB/C-I/2019 dated June 23, 2023 (Certified copy received
on 30th June, 2023), all the guarantees issued by the Company, whether invoked
or uninvoked or crystallised or not be considered shall stand extinguished.
11. Particulars of contracts or arrangements made with related parties:
During the year under review, there are no related party transaction
under provisions of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions entered
into by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons, etc., which may have potential conflict with the interest of
the
Company at large or which warrants the approval of the
shareholders. The details of the transactions with Related
Party, if any are provided in the Company's financial statements
in accordance with the Indian Accounting Standards (Ind AS).
Since, there are no material related party transactions, there is no
requirement of providing details of related party transactions in Form AOC-2 as per the
applicable provisions of the Companies Act, 2013 (“the Act”).
12. Subsidiaries, Joint Ventures and Associate Companies:
As per the details available, the Company is having Three subsidiaries
i.e. DSK Developers Corporation, DSK Woods LLC, & DSK Infra Pvt Ltd (“said
Subsidiaries”), of which one domestic subsidiary have complied with annual filling
with Registrar of Companies upto 31st March 2016. Further, the RP does not have
access to the information(s)/detail(s)/record(s)/document(s) of the said Subsidiaries.
Hence, the Company is unable to provide a report on the performance and the financial
position of the subsidiaries associates and joint venture in Form AOC-1 as required under
Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
Further, the Resolution Plan of DSK Southern Project Private Limited,
having CIN: U45200PN2008PTC132140 (herein after referred as “DSKPPL”),
subsidiary of the Company which was under Corporate Insolvency and Resolution Process
(“CIRP”), was approved by the Hon'ble National Company
Law Tribunal, Mumbai Bench, on February 02, 2023. Accordingly, the equity shares held by
the Company of DSKPPL are extinguished as per the approved resolution plan and DSKPPL
ceased to be the subsidiary of the Company w.e.f. 28th April, 2023.
As per the details available, the Company does not have any
‘Associate Company and/or Joint ventures' within the meaning of Section 2(6) of
the Act.
13. Listing of Securities:
The Shares of the Company are listed on the BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE).
The shares of the Company were placed in Z category by BSE Limited and
National Stock Exchange of India Limited.
14. Directors' Responsibility Statements:
The Hon'ble National Company Law Tribunal (NCLT) had admitted the
petition for initiating the Corporate Insolvency Resolution (CIRP) Process under the
provisions of the Insolvency Bankruptcy Code 2016 (IBC). Further, pursuant to the
aforesaid NCLT order and pursuant to Section 17 of the IBC the powers of the Board of
Directors stood suspended and such powers were vested with the Mr. Manoj Kumar Agarwal
(“Resolution Professional”).
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'
Responsibility Statement. it is hereby confirmed by the Board that: a) in the preparation
of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
b) accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the loss of the
company for that period;
c) proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the annual accounts on a going concern basis;
e) Internal financial controls to be followed by the Company have been
laid down and ensured that such internal financial controls are adequate and operating
effectively; and
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
15. Vigil Mechanism:
The Company has adopted a Vigil Mechanism in form of whistle blower
policy. At present there are no employees on the payroll of the Company and also
Company's business operations are also closed.
16. Risk management:
Regulation 21 of the SEBI (Listing Obligations and Disclosure
Requirements) is not applicable to your Company as the Company is under Corporate
Insolvency Resolution Process and the powers of the Board has been suspended.
17. Directors & Key Managerial Personnel's (KMP's):
During the year, there were no changes in the composition of Board of
Directors of the company.
As per Section 17 of the Code, from the date of appointment of the
IRP/RP the management of affairs and powers of the board of directors of the Company were
suspended and stood vested with IRP/RP of the Corporate Debtor. Further, on initiation of
Corporate Insolvency Resolution Process under the provisions Section 7 of the Insolvency
and
Bankruptcy Code, 2016 read with the rules and regulations framed
thereunder (“the Code”), the powers of Board of
Directors of the Company are suspended and same are being exercised by
the Resolution Professional, and thereafter any change in Management of the Company is
restricted by the Code.
Further, as per Regulation 15(2A) of SEBI LODR, the provisions of
regulation 17 shall not be applicable during the insolvency resolution process period in
respect of a listed entity which is undergoing corporate insolvency resolution process
under the Insolvency Code and that the role and responsibilities of the board of directors
as specified under regulation 17 shall be fulfilled by the interim resolution professional
or resolution professional in accordance with sections 17 and 23 of the Insolvency Code.
As per the approved Resolution Plan, a Steering Committee was
constituted for the implementation of the Resolution Plan. The constituted committee is
tabulated below:
Particulars |
Name |
| Representative of Secured Financial |
A. State Bank of India- Shri Rasmi Ranjan
Pati |
| Creditors |
B. ICICI Home Finance Company Limited - Mr.
Abhishek Yande |
|
and/or Mr. Sumit Choudhary |
| Representative of the Successful |
Mr. Ranjit Raghunathan |
| Resolution Applicant (SRA) |
Mr. Prateek Ghatiya |
| Insolvency Professional |
Mr. Manoj Kumar Agarwal |
The Steering Committee had appointed Mr. Bhushan Vilaskumar Palresha
(DIN: 01258918) as a Managing Director of the Company with effect from 24th
August, 2023 for a period of five (5) years and appointed Mr. Sumit Ramesh Diwane (DIN:
10076052) and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) as an Additional
Non-executive Directors of the Company with effect from 24th August, 2023.
Further the members of the Company at the Extra-Ordinary General
Meeting of the Company held on 21st November 2023 confirmed the appointment Mr.
Bhushan Vilaskumar Palresha (DIN: 01258918) as Managing Director of the Company with
effect from 24th August, 2023 for a period of five (5) years and Mr. Sumit
Ramesh Diwane (DIN: 10076052) and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) as
Non-executive Directors of the Company with effect from 24th August, 2023.
Mr. Deepak Sakharam Kulkarni (DIN: 00394027), Mr. Vijaykumar Nathu
Jagtap (DIN: 02555240) and Mr. Sahindra Jagannath Bhawale (DIN: 07352920) vacated from the
position of Managing Director and Directors respectively of the Company with effect from
21st September 2023 and Ms. Hemanti Deepak Kulkarni (PAN: AFOPP4761N) and Mr.
Rohit Subhash Purandare (PAN: AUJPP6312P) vacated from the position of Chief Financial
Officer and Company Secretary cum Compliance Officer respectively of the Company with
effect from 21st September 2023.
18. Declaration of Independent Directors:
The Company was under CIRP and accordingly power of the Board has been
suspended. Therefore, the declaration from Independent Directors under section 149(7) of
Companies Act 2013 is not applicable to the Company.
19. Familiarisation Programme for Independent Directors:
The Company was under CIRP and accordingly power of the Board has been
suspended. Accordingly, no Familiarisation Programme was imparted during the year under
review.
20. 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 Directors is applicable to the Company. However, the Company was under Corporate
Insolvency Resolution Process (CIRP) and the entire Board is suspended, hence no formal
evaluation of the Board has taken place.
21. Committees of Board:
After the commencement of CIRP, the powers of the Board of Directors
including Committees of the Company stands suspended.
Further, as per Regulation 15(2B) of SEBI (Listing Obligations and
Disclosure Requirements), regulation 2015 (“SEBI Listing Regulations”), the
roles and responsibilities of the Committees specified in regulations 18, 19, 20 and 21 of
the SEBI Listing regulations after the Commencement of CIRP (CIRP) are fulfilled by the RP
and powers of the Board of Directors and its committees are suspended. Thus, no meetings
of the Committees were held after the Commencement of CIRP.
22. Details in respect of adequacy of internal financial control with
reference to the financial statements:
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in Management Discussion and Analysis,
which forms part of this Report.
23. Number of Board Meetings and Committee meetings:
In terms of Section 17 of the Code, on commencement of the Corporate
Insolvency Resolution Process (CIRP), the powers of the Board of Directors stands
suspended and the same are being exercised by the Resolution Professional. The management
of the affairs of the Company has been vested with Resolution Professional, therefore no
meeting of Board of Directors or Committee was held after the Commencement of Corporate
Insolvency Resolution Process (CIRP).
24. Details pertaining to remuneration as required under section
197(12) of the Companies Act, 2013.
At present, there are no employees on payroll of the Company and
further the Company is under Corporate Insolvency Resolution Process (CIRP) under the
Insolvency and Bankruptcy Code 2016 (IBC).
In view of the above, the particulars of ratio of remuneration of each
director to median remuneration of the employees of the Company for the financial year
under report, percentage increase in remuneration to each Director and Key
Managerial Personnel (“KMP”), etc. more particularly
described under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable.
25. Auditors:
a) Statutory Auditor:
At the 31st Annual General Meeting (AGM) M/s P P S C O &
Associates, Chartered Accountants (Registration No. 107356W), were appointed as the
Statutory Auditors of the Company for a period of five (5) years to hold office up to the
conclusion of 36th Annual General Meeting of the Company to be held in the year
2027.
The Auditors' Report and notes to the financial statements
referred in the Auditors Report are self-explanatory and therefore do not call for any
further comments under Section 134 of the Companies Act, 2013. The Auditors' Report
is enclosed with the financial statements in this Annual Report.
b) Cost Auditor:
The Company is not required to appoint Cost auditor for the Financial
Year 2022-2023 in terms of provisions of section 148 of the Act read with Companies (Cost
Records and Audit) Rules, 2014.
c) Secretarial Auditor & Secretarial Compliance Report:
The Company has appointed M/s. Mihen Halani and Associates as the
Secretarial Auditor of the Company under section 204 of the Act read with rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
observations referred by the Secretarial Auditors are self-explanatory in nature and
therefore do not call for any comments under Section 134 of the Companies Act, 2013.
Report of the Secretarial Auditor in form MR-3 is attached to this Annual Report as ‘Annexure-1'.
Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 08,
2019, issued by the Securities and Exchange Board of India (SEBI), the Company has
obtained Annual Secretarial Compliance Report from a Practicing Company Secretary (PCS) on
compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under
and the copy of the same has been submitted with the Stock Exchanges within the prescribed
due date.
The Board of Directors in its meeting held on 20th October
2023 appointed M/s. Gajab Maheshwari and Associates, Company Secretaries as Secretarial
Auditor of the Company for the F.Y. 2023-24.
26. Annual Return:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for F.Y. 2021-22 is
available on Company's website at www.dskcirp.com
Further, Annual Return of the Company for the F.Y. 2022-23 will be
filed with the Ministry of Corporate Affairs within the prescribed timeline and a copy of
the same shall be uploaded on the website of the Company at www.dskcirp.com
27. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The Company has no information to furnish with respect to conservation
of energy, technology absorption, Foreign Exchange Earnings and Outgo, as are needed to be
furnished under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts)
Rules, 2014.
28. Corporate Governance:
The Company is committed to maintain high standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report
on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms an Integral part this Annual Report. Requisite
Certificate from the Auditors of the Company confirming compliance with the conditions of
Corporate Governance is attached to this Annual Report as ‘Annexure-2'.
A certificate from a practicing Company Secretary on compliance(s) with
the corporate governance norms forms part of the Corporate Governance Report.
29. Management Discussion and Analysis Report:
Management Discussion and Analysis Report as stipulated under the SEBI
Listing Regulations is presented in a separate section forming part of this Annual Report.
30. Significant / Material orders passed by the regulatory etc.:
Except as disclosed in this report and commencement of CIRP under the
Code, during the year under review, no material orders were passed by Regulators/ Courts /
Tribunals during the period impacting the going concern status and Company's
operations in future.
However, the resolution plan submitted by Ashdan Properties Private
Limited, Classic Promoters & Builders Private Limited and Atul Builders was approved
by the Hon'ble National Company Law Tribunal, Mumbai Bench vide Order
No. CP (IB) NO. 1633/MB/C-I/2019 dated June 23, 2023 (Certified Copy
received on June 30, 2023).
31. Disclosure under the Sexual Harrassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013
Your Company is under Corporate Insolvency Resolution Process (CIRP)
and there are no employees in the Company. However, the Company has in place Policy on
Prevention of sexual harassment in line with the requirements of ‘The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013'. The Policy provides for protection against sexual
harassment of women at workplace and for prevention and redressal of such complaints.
32. Corporate Social Responsibility:
The provisions of section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.
33. Secretarial Standards:
Since the Company is under Corporate Insolvency Resolution Process
(CIRP) and the powers of the Board of Directors are suspended. The RP generally complies
with Secretarial Standard issued by Institute of Company Secretaries of India wherever
applicable.
34. Insolvency And Bankruptcy Code, 2016 :
There are no application made under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) against the Company during the year.
The Hon'ble NCLT vide its order dated September 26, 2019 allowed
initiation of CIRP of the 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 the Company.
The resolution plan submitted by Ashdan Properties Private Limited,
Classic Promoters & Builders Private Limited and
Atul Builders was approved by the Hon'ble National Company Law
Tribunal, Mumbai Bench vide Order No. CP (IB)
NO. 1633/MB/C-I/2019 dated June 23, 2023 (Certified Copy received on
June 30, 2023).
35. Voluntary revision of Financial Statements or Board's Report:
The Company has not revised its Financial Statements or its
Board's Report during the year under review.
36. No One Time Settlement of Loans
During the year under review, there has been no one time settlement of
loans taken from banks and financial institutions.
37. Acknowledgement:
Your directors wish to convey their appreciation to the shareholders,
Banks, dealers, investors, other business associates and all other stakeholders for their
continuous trust and support.
For D S Kulkarni Developers Limited
Bhushan Vilaskumar Palresha |
Sumit Ramesh Diwane |
Managing Director |
Director |
DIN: 01258918 |
DIN: 10076052 |
| Date: 19th December 2023 |
|
| Place: Pune |
|
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