D S Kulkarni Developers Ltd
Directors Reports
Dear Member,
Your Directors have pleasure in presenting their 24th Annual Report of the Company for
the year ended 31st March, 2015.
FINANCIALS:
Rs. Lacs
| Particulars |
Standalone |
Consolidated |
|
2014-2015 |
2013-2014 |
2014-2015 |
2013-2014 |
| Operating Income & Increase in stocks |
35,603.25 |
23,255.07 |
35,782.40 |
23,492.01 |
| Profit before tax |
3,181.25 |
2,565.40 |
2,817.78 |
2,833.13 |
| Less : Provision for tax/deferred tax |
1,454.68 |
1,260.82 |
1,454.54 |
1,260.69 |
| Profit after tax |
1,726.57 |
1,304.58 |
1,363.24 |
1,572.44 |
| Add : Balance of Profit Brought forward |
15,778.70 |
14,743.95 |
13,602.53 |
12,303.27 |
| Profit available for Appropriation |
17,505.27 |
16,048.53 |
14,965.77 |
13,875.71 |
| 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 |
16,547.44 |
15,778.70 |
14,007.94 |
13,602.53 |
As per Section 71 of the Companies Act, 2013, Rule 18(7)(b)(ii) of the Companies (Share
Capital and Debenture) Rules, 2014 and Prospectus dated 28th July, 2014 for issue of
Secured Redeemable Non Convertible Debentures, the Company has created Debenture
Redemption Reserve of Rs.6.69 Crores (on proportionate basis) from the profits. The
balance profits, after other appropriations, have been retained in the Profit and Loss
Account.
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 and
around 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 acres
of land situated at Pune-Solapur Road. All the launched projects received a good response
for booking of tenements.
DIVIDEND:
Your Directors have pleasure in recommending dividend of 12.5 % i.e. Rs.1.25/- per
equity share on the paid up capital of the Company. The dividend payout will be
Rs.3,22,51,260/- and outgo on account of dividend distribution tax will be Rs.65,65,598/-.
PUBLIC ISSUE OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES:
Your Directors have pleasure to inform you that during the year under Report, the
Company had come up with a Public Issue of Secured Redeemable Non Convertible Debentures
of face value of Rs. 5,000 each for Option I, II and IV, and Rs. 25,000 each for Option
III, ("NCDS"), of the total value of Rs.10,000 lakhs (herein referred to as the
"base issue size") with an option to retain over-subscription upto another
Rs.10,000 lakhs. The Company received a good response and the issue was subscribed 1.118
times of the base issue size. The said NCDs are secured and carry more than 100% asset
cover. The said NCDs are listed on the BSE Limited under four ISINs as per the issue terms
of the NCDs.
The Company is timely paying interest to all its debenture holders as per their
respective Options. The Company has appointed GDA Trusteeship Ltd., Pune as its Debenture
Trustees to monitor timely payment of interest and all compliances. The Company submits a
quarterly/ 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 these
subsidiaries are in the business of construction and development. The construction
activity at the project site at Plainsboro, New Jersey is at completion stage. Out of the
11 single house bungalows, 8 bungalows have already been sold and construction of the rest
3 is completed. The WOS is having another piece of land in New Jersey whereat another
construction project has been started with 8 single houses.
Another subsidiary company is DSK Southern Projects Pvt. Ltd. ("DSK
Southern") which, in association with M/s Mantri Dwellings Pvt. Ltd., a Sushil Mantri
Group company, is developing a premium, high-end residential project of 42 storied
apartments at Bangalore named "Mantri DSK Pinnacle". Out of the total 133 units,
76 units have been sold so far.
The fourth subsidiary is DSK Township Projects Pvt. Ltd. DSK Township is retained as a
SPV (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 the
Company’s subsidiaries, under the first proviso to sub-section (3) of Section 129, is
given 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 1
named ‘Waterfall Residence’ of it’s much awaited mega township project
"DSK Dream City". The township was launched with a mega event and it received a
very good response. The total land of DSK Dream City Project which earlier comprised of
186 Acres was eventually increased to over 252 Acres. The Company has obtained revised
location clearance and PLU Order for the concerned revision in the area of land from
Government of Maharashtra and other regulatory bodies. The construction and development
work is progressing as per the plan.
PROJECTS UNDER DEVELOPMENT:
Following sites are at different stages of planning, development and/or construction as
on the date of this Report:
| SR. NO. |
NAME OF SITE |
TOTAL SALEABLE AREA SQ.FT |
LOCATION |
| 1 |
DSK Dream City, Ph I, Waterfall |
15,14,712 |
Near National Grapes Centre, |
|
Residency |
|
Solapur Rd, Pune |
| 2 |
DSK Vedant |
1,75,161 |
Hadpsar, Pune |
| SR. NO. |
NAME OF SITE |
TOTAL SALEABLE AREA SQ.FT |
LOCATION |
| 3 |
DSK Anandghan |
6,54,830 |
DSK Vishwa, Sinhgad Road, Pune |
| 4 |
DSK Sayantara |
6,98,937 |
DSK Vishwa, Sinhgad Road, Pune |
| 5 |
DSK Vishwa Villa |
52,534 |
DSK Vishwa, Sinhgad Road, Pune |
| 6 |
DSK Gold Leaf |
41,358 |
Baner, Pune |
| 7 |
DSK Kasturi B |
24,894 |
Bawadhan, Pune |
| 8 |
DSK Garden Enclave |
52,870 |
Off NIBM Road, Kondhawa, Pune |
| 9 |
DSK Nandanvan |
99,330 |
Pirangut, Pune |
| 10 |
DSK Mayurban |
1,26,862 |
Pirangut, Pune |
| 11 |
DSK Madhukosh |
1,04,317 |
Andheri (E), Mumbai |
DIRECTORS:
The Board of Directors of the Company consists of total 7 directors out of which five
directors are Independent and Non-executive Directors and the rest two are Executive
Directors. Out of the Independent Directors, one is a Woman Director. By virtue of Section
149 of the Companies Act, 2013 and rules made there under, the Independent Directors are
not liable to retirement by rotation. Therefore Mr. D. S. Kulkarni who was earlier
appointed by the members as a non-retiring Director, now retires by rotation at this
Annual General Meeting and is eligible for re-appointment.
Mr. Shirish Kulkarni, Executive Director of the Company was re-appointed by the Board
in the same capacity for a term of three years w.e.f. 27th July, 2015. Member’s
approval is being sought for his re-appointment.
Dr. Madhura Chatrapathy was appointed as an Additional Director on 18th March, 2015,
pursuant to Section 149(1) of the Companies Act, 2013. She seeks appointment at the
ensuing Annual General Meeting for the tenure of her appointment as mentioned in the
Notice 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 6
of 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 were
appointed for a term of 5 years in the Annual General Meeting held on 30th September,
2014. The said Independent Directors continue to hold their office.
As regards Key Managerial Persons, during the year under report, Mr. Nitin Deshpande
was appointed as the Chief Financial Officer (CFO) of the Company pursuant to Section 203
of 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 covered
under 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.8,599.21 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 thereon
during 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 Stock
Exchange (NSE). There are no arrears on account of payment of listing fees to the Stock
Exchanges.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT 9, as
required under Section 92 of the Companies Act, 2013, are included in this Report as Annexure
2 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 are
given in the Report on Corporate Governance that forms a part of this Report. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013.
PARTICULARS OF LOANS AND INVESTMENTS:
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the note no. 41 to the Standalone
Financial Statements.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY 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 the
Company 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 does
not involve heavy equipment and machinery, still lot of efforts are made to conserve
energy. The methods include conservation of ground water levels, preservation and shifting
of wells, use of LED lighting for the indoor spaces as also outdoors and landscape
lighting, landscape watering by sewage and sullage using latest technology, use of solar
and wind power for common areas in project, use of LEDs to replace the conventional
lighting 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 size
and the nature of its operations. These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorised use, executing
transactions with proper authorisation and ensuring compliance of corporate policies. The
Company has a well defined delegation of power with authority limits for approving revenue
as well as expenditure. The Company uses a ERP system to record data for accounting,
consolidation and management information purposes and connects to different locations for
efficient exchange of information. It has continued its efforts to align all its processes
and controls with best practices.
RISK MANAGEMENT
The Company has Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimise adverse impact on the
business objectives and enhance the Company’s competitive advantage. In the opinion
of the Board, currently there is no perceivable risk which may threaten the existence of
the 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 to
this report.
AUDITORS:
M/s. Gokhale, Tanksale & Ghatpande, Chartered Accountants, (Registration
No.103277W), who are the Statutory Auditors of the Company were appointed for a term of 3
years in the Annual General Meeting held on 30th September, 2014. Pursuant to the
provisions of Section 139 it is required to ratify their appointment by members in every
Annual General Meeting for the appointed term. It is proposed to ratify their appointment
for examining and auditing the accounts of the Company for one year and to hold office
from the conclusion of this Annual General Meeting till the conclusion of the twenty fifth
Annual General Meeting of the Company to be held in the year 2016. The appointment of the
Statutory Auditor was recommended by the Audit Committee at its meeting held on 29th May,
2015. M/s. Gokhale, Tanksale & Ghatpande have, under Section 139(1) and 141 of the
Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their
eligibility and consent for re-appointment. As required under Clause 49 of the Listing
Agreement, the auditors have also confirmed that they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of India. Ratification of
the appointment of the Auditors is sought herewith.
Comments on Auditors Report: There are no qualifications, reservations or adverse
remarks or disclaimer made by auditors in the Auditor’s Report for the year under
review.
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 had
appointed M/s. Kanj and Associates, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the year 2014-15. The Report of the Secretarial Audit
Report is annexed herewith as Annexure 4.
Further, it is necessary to appoint Secretarial Auditors for the year 2015-16. The
Audit 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 of
Company 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 Exchange
Board of India (Prohibition of Insider Trading) Regulations, 1992 for the acquisition of
5,000 equity shares made by Mr. D. S. Kulkarni in the month of December 2014, uploaded
disclosure 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) with
BSE and NSE upon receipt of disclosure under regulation 13(4) from Mr. D. S. Kulkarni of
acquisition of further shares. Though the Company did file its declaration with NSE
correctly, it inadvertently filed disclosure of Mr. D. S. Kulkarni under his signature
rather than that of the Company, with BSE which is a technical error. It may however, be
noted 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 to
mention Corporate Identification Number (CIN) in the notices, CIN number was appropriately
disclosed on the communications with Stock Exchanges, however the CIN was not mentioned in
the Notice published in Marathi/English newspaper dated 18th July 2014 & in English
Newspaper dated 20th October, 2014.
Response: The Company mentions CIN on the official documents. The letter heads of
the Company carry CIN and the notices sent to the Board of Directors for the Board
Meetings convened on 18th July, 2014 and 20th October, 2014 carry CIN. It remained to be
mentioned in the newspaper notices due to oversight.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the practicing company secretaries regarding compliance
of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement
is annexed with the report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance,
together with a certificate from the Company’s Auditors confirming compliance forms
an integral part of this Report and the statement of Management Discussion and Analysis is
annexed 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 such
CONTRACT OR ARRANGEMENT.
The transactions entered into with the related parties as defined under the Companies
Act, 2013 and Clause 49 of the Listing Agreement during the year were in the ordinary
course of business and on an arm’s length pricing basis. There were no materially
significant transactions with related parties during the year which were in conflict with
the 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 Board
for 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 Audit
Committee and Board periodically.
The policy on ‘Related Party Transactions’ as approved by the Board is
uploaded 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 the
Company, except as mentioned in this Report.
As provided in Section 134(3)(h) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with
related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC 2 are
provided 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 instances
of fraud and mismanagement, if any. The details of the said vigil mechanism policy is
explained in the Corporate Governance Report and also posted on the website of the Company
on http://dskdl.com/wp-content/uploads/Vigil Mechanism WhistleBlower Pplicy.pdf.
COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR
AND OTHER MATTERS PROVIDED UNDER SECTION 178(3):
The Board of Directors in its meeting held on 31st October, 2014 approved the
Nomination & Remuneration Policy for nomination and remuneration of Directors, Key Man
agerial Personnel (KMP) and other Senior Managerial Personnel of the Company. The
Nomination 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 CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:
The Board of Directors in its meeting held on 26th October, 2013 constituted a
Corporate Social Responsibility Committee pursuant to provisions of Section 135 of the
Companies Act, 2013. The Corporate Social Responsibility Policy is available on
http://dskdl.com/wp-content/uploads/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf.
The constitution of the Corporate Social Responsibility Committee is disclosed in the
Corporate Governance Report forming part of the Annual Report. The Company continues to
undertake activities to promote social cause.
The report on the CSR Activities carried out during the year pursuant to Section 135
and Rules made there under is attached herewith as an Annexure 6.
A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY
THE 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 Performance
Evaluation Policy of the Company. The said Policy is for undertaking evaluation of every
Director’s performance. Section 178 of the Companies Act, 2013 has obligated on the
Nomination and Remuneration Committee ("NRC") to carry out evaluation of every
Director’s performance.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of Independent Directors has been done by the entire
Board of Directors (excluding the Director being evaluated).
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board’s functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as attendance,
inputs, adherence to standards, disclosures, interpersonal relations, leadership and team
work attributes, compliances, constitution, effectiveness in developing a corporate
governance structure, etc. The performance evaluation of Independent Directors was carried
out by the entire Board and that of the Chairman and Executive Director was carried out by
the Independent Directors. The Directors expressed their satisfaction with the evaluation
process.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Women Complaints Redressal Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the financial year, the Company
didn’t receive any complaints of sexual harassment.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
members of the Board and Senior Management Personnel of the Company. The Code has been
posted 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 of
conduct. The Annual Report of the company contains a declaration to this effect signed by
the Chairman & Managing Director.
DIRECTORS’ RESPONSIBILITY STATEMENT:
As required by Section 134(3)(c) of the Companies Act, 2013, with respect to the
Directors’ Responsibility Statement, it is hereby stated that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b) the directors had selected such 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 profit and loss of the company for that period;
c) the directors had taken 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 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 the
company and that such internal financial controls are adequate and were operating
effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT:
Your Directors are thankful to the Central and State Governments, Government
departments, Government agencies, Municipal Corporations and Local Bodies for their
guidance and co-operation. The Directors place on record their gratitude to the financial
institutions and banks, housing and mortgage finance companies, customers, suppliers,
contractors, architects, labourers, shareholders, deposit holders and debenture holders
for the confidence shown in the Company and co-operation given to the Board in managing
the affairs of the Company. Your Directors are appreciative of performance of the
employees 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 statutory
provisions and the adherence to good corporate practices by D. S. Kulkarni Developers
Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a
manner 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 and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on 31st March, 2015 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance- mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by D. S. Kulkarni Developers Limited for the financial year ended on
31st 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 rules
made 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 there
under to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’) viz.:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) 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 Disclosure
Requirements) Regulations, 2009 (There are no events occurred during the period which
attracts provisions of these guidelines hence not applicable.);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 (There are no events occurred during the
period 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 Share
Transfer 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 attracts
provisions of these guidelines hence not applicable.); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998 (There are no events occurred during the period which attracts provisions of these
guidelines hence not applicable.); and
(vi) We further report that, having regards to the compliance system prevailing in the
Company and on examination of the relevant documents and records in pursuance thereof, the
Company has generally complied with the following laws applicable specifically to the
Company:-
(a) Power of Attorneys Act, 1882;
(b) The Maharashtra Ownership Flats (Regulation of the Promotion of Construction, Sale,
Management 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 India
Secretarial Standards were not made mandatory by the Government of India during the
period, hence compliance in respect of the standards is not commented upon.
(ii) The Listing Agreements entered into by the Company with BSE Limited and the
National Stock Exchange of India Limited ("NSE") for the Company’s Equity
Shares as well as Non-Convertible Debentures.
During the period under review the Company has generally complied with the provisions
of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the
extent as mentioned below:
1. Company instead of disclosure under Regulation 13(6) of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 1992 for the acquisition of
5,000 equity shares made by Mr. D. S. Kulkarni in the month of December 2014, uploaded
disclosure 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 to
mention Corporate Identification Number (CIN) in the notices, CIN number was appropriately
disclosed on the communications with Stock Exchanges, however the CIN was not mentioned in
the Notice published in Marathi/English newspaper dated 18th July, 2014 & in English
Newspaper dated 20th October, 2014.
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are
captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with 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 Secured
Redeemable Non Convertible Debentures of face value of Rs.5,000 each for Option I, II and
IV and Rs.25,000 each for Option III, ("NCDs"), aggregating upto '10,000 lakhs
(herein referred to as the "base issue size") with an option to retain
over-subscription upto Rs.10,000 lakhs aggregating upto Rs.20,000 lakhs. The Company
allotted NCDs amounting to Rs.111.70 Crores.
2. The Company passed Special Resolution in AGM held on 30th September, 2014 pursuant
to Section 180(1)(c) for total borrowing powers for an amount not exceeding Rs.2000 Crores
and under Section 180(1)(a) for creating mortgage/ charges/ hypothecation in favour of
lenders.
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 A
and 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 the
company. Our responsibility is to express an opinion on these secretarial records based on
our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. Our examination was limited to
the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the company nor of the efficacy or effectiveness with which the management has conducted
the 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) of
the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in Sub-section (1) of Section 188 of the
Companies 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 value,
if 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 required
under first proviso to Section 188
2. Details of material contracts or arrangement or transactions at arm’s length
basis:
| 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.25,000 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 or
programs proposed to be undertaken and a reference to the web-link to the CSR policy and
projects 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.58.68
Lacs
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 net
profit of the last three financial years or any part thereof, the company shall provide
the 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 financial
years towards CSR expenses for the Financial Year 2014-15.
7. It is hereby certified that the implementation and monitoring of the CSR activities
carried out by the Company are in accordance with the CSR Policy as approved by the Board
of Directors of the Company.
| D.S. Kulkarni |
R. D. Kharosekar |
| Chairman & Managing Director and Chairman CSR Committee |
(Member CSR Committee) |
|
DIN 03075915 |
| DIN 00394027 |
|