About
D S Kulkarni Developers Ltd
D.S. Kulkarni Developers Ltd is engaged in real estate development, and construction of residential and commercial tenements. The company has three segments, namely real estate development, education and contracting. The company has five subsidiary companies. Two subsidiaries are operating in the USA, one of which is a wholly owned subsidiary and other is a step-down subsidiary viz. DSK Developers Corporation and DSK Woods, LLC respectively. The other subsidiaries are DSK Global Education & Research Pvt Ltd DSK SEZ Projects (Pune) Pvt Ltd. and DSK Southern Projects Pvt Ltd.
D.S. Kulkarni Developers Ltd was incorporated on September 20, 1991 as a public limited company. The company promoted by D.S. Kulkarni and his associates. In April 1993, the company made a Public Issue and offered to public 36,00,000 equity shares of Rs 10 each for cash at par aggregating to Rs 3.60 crore.
In the year 1992, the company completed some projects, namely Suryaloknagari Residential & Commercial, Pune, Gurudatta Sahawas Residential & Commercial, Pune and Dnyaneshwar Nagari Residential, Pune. Also, they completed Hariyali Apartments Residential, Pune in the year 1993, Vasundhara Residential, Pune in the year 1994 and Durganagari Residential Plots, Pune in the year 1995.
In the year 2000, the company completed the projects namely DSK Nikhil Residential, Pune, DSK Nishigandh Residential, Pune, DSK Vasant-Vaibhav Residential, Pune and DSK Sanjivani Residential, Pune. Also, they completed Akashganga Residential, Pune in the year 2003 and DSK Vishwa Ph-III Residential & Commercial, Pune in the year 2004. In the year 2005, the company completed Senorita Row Houses, Pune, Shrushti Bungalow Plots, Pune and Indradhanu Bungalow Plots, Pune.
During the year 2006-07, the company has incorporated a subsidiary company named DSK Developers Corporation in the State of Delaware in United States of America. DSKDC in turn, incorporated a subsidiary company of its own named DSK Woods LLC in the state of New Jersy.
During the year 2007-08, Oyster Promoters & Developers Pvt Ltd was amalgamated with the company. Also, the company entered into a 50:50 joint venture with ICICI Prudential Asset Management Company Ltd, ICICI Prudential PMS Real Estate Portfolio (ICICI Pro PMS) and formed a joint venture company with the name 'DSK Southern Projects Pvt Ltd'.
During the year, the company entered into a joint venture agreement with GTC Cyprus, a Kardan Group Company as a co-developer for the development of the aforesaid SEZ at Fursungi Pune. But the said joint venture agreement was annulled and terminated with effect from June 10, 2009.
During the year 2008-09, the company received final approval from the Special Economic Zones Board of Approvals (SEZ BOA) to develop a Multi Service Special Economic Zone of 250 acres of Fursungi, Pune, Maharashtra. The company acquired 51% shares of DSK Global Education & Research Pvt Ltd, thereby making it a subsidiary of the company. Also, they acquired 100% shares of DSK SEZ Projects (Pune) Pvt Ltd, thereby making it a wholly owned subsidiary of the company. DSK SEZ is incorporated in India as a SPV company for development of a Special Economic Zone at Pune.
During the year 2009-10, the company entered into redemption and share sale agreement for providing an exit route to ICICI Prudential Asset Management Company Ltd, ICICI Prudential PMS Real Estate Portfolio (ICICI Pru PMS) from joint venture company named, DSK Southern Projects Pvt Ltd. This project will now be executed in association with NuMart Developers Pvt Ltd, a Sushil Mantri Group company. Thus, DSK Southern Projects Pvt Ltd became a subsidiary company by virtue of the company controlling the composition of its board of directors.
As of March 31, 2010, the company's projects under development included DSK Garden Enclave, DSK Vishwa-IV-Saptasur, DSK Sundarban Phase-II, DSK Madhuban, DSK Vishwa-Villa, DSK Vishwa-Sayantara Phase II, DSK Vishwa-Designer Bungalows, DSK Vishwa -IT Park, DSK Meghamalhar, Integrated Township and DSK Hariyali.
The company has two properties in Bangalore, one of which was to be developed under a joint venture company DSK Southern Projects Pvt Ltd. These two properties have been given to NuMart Developers Pvt Ltd, a Mantri Group Company for the joint development. Both these projects will be launched in the nearest future. The company proposes to develop an 'Integrated Township' at a large stretch of land acquired by them near Manjari, Pune.
The company decides to disinvest whole of the shareholding that is (46%) held in DSK Tricone Infrastructure & Construction Ltd (DSK Tricone). Consequently, the joint venture will be terminated in due course.
D S Kulkarni Developers Ltd
Company History
D.S. Kulkarni Developers Ltd is engaged in real estate development, and construction of residential and commercial tenements. The company has three segments, namely real estate development, education and contracting. The company has five subsidiary companies. Two subsidiaries are operating in the USA, one of which is a wholly owned subsidiary and other is a step-down subsidiary viz. DSK Developers Corporation and DSK Woods, LLC respectively. The other subsidiaries are DSK Global Education & Research Pvt Ltd DSK SEZ Projects (Pune) Pvt Ltd. and DSK Southern Projects Pvt Ltd.
D.S. Kulkarni Developers Ltd was incorporated on September 20, 1991 as a public limited company. The company promoted by D.S. Kulkarni and his associates. In April 1993, the company made a Public Issue and offered to public 36,00,000 equity shares of Rs 10 each for cash at par aggregating to Rs 3.60 crore.
In the year 1992, the company completed some projects, namely Suryaloknagari Residential & Commercial, Pune, Gurudatta Sahawas Residential & Commercial, Pune and Dnyaneshwar Nagari Residential, Pune. Also, they completed Hariyali Apartments Residential, Pune in the year 1993, Vasundhara Residential, Pune in the year 1994 and Durganagari Residential Plots, Pune in the year 1995.
In the year 2000, the company completed the projects namely DSK Nikhil Residential, Pune, DSK Nishigandh Residential, Pune, DSK Vasant-Vaibhav Residential, Pune and DSK Sanjivani Residential, Pune. Also, they completed Akashganga Residential, Pune in the year 2003 and DSK Vishwa Ph-III Residential & Commercial, Pune in the year 2004. In the year 2005, the company completed Senorita Row Houses, Pune, Shrushti Bungalow Plots, Pune and Indradhanu Bungalow Plots, Pune.
During the year 2006-07, the company has incorporated a subsidiary company named DSK Developers Corporation in the State of Delaware in United States of America. DSKDC in turn, incorporated a subsidiary company of its own named DSK Woods LLC in the state of New Jersy.
During the year 2007-08, Oyster Promoters & Developers Pvt Ltd was amalgamated with the company. Also, the company entered into a 50:50 joint venture with ICICI Prudential Asset Management Company Ltd, ICICI Prudential PMS Real Estate Portfolio (ICICI Pro PMS) and formed a joint venture company with the name 'DSK Southern Projects Pvt Ltd'.
During the year, the company entered into a joint venture agreement with GTC Cyprus, a Kardan Group Company as a co-developer for the development of the aforesaid SEZ at Fursungi Pune. But the said joint venture agreement was annulled and terminated with effect from June 10, 2009.
During the year 2008-09, the company received final approval from the Special Economic Zones Board of Approvals (SEZ BOA) to develop a Multi Service Special Economic Zone of 250 acres of Fursungi, Pune, Maharashtra. The company acquired 51% shares of DSK Global Education & Research Pvt Ltd, thereby making it a subsidiary of the company. Also, they acquired 100% shares of DSK SEZ Projects (Pune) Pvt Ltd, thereby making it a wholly owned subsidiary of the company. DSK SEZ is incorporated in India as a SPV company for development of a Special Economic Zone at Pune.
During the year 2009-10, the company entered into redemption and share sale agreement for providing an exit route to ICICI Prudential Asset Management Company Ltd, ICICI Prudential PMS Real Estate Portfolio (ICICI Pru PMS) from joint venture company named, DSK Southern Projects Pvt Ltd. This project will now be executed in association with NuMart Developers Pvt Ltd, a Sushil Mantri Group company. Thus, DSK Southern Projects Pvt Ltd became a subsidiary company by virtue of the company controlling the composition of its board of directors.
As of March 31, 2010, the company's projects under development included DSK Garden Enclave, DSK Vishwa-IV-Saptasur, DSK Sundarban Phase-II, DSK Madhuban, DSK Vishwa-Villa, DSK Vishwa-Sayantara Phase II, DSK Vishwa-Designer Bungalows, DSK Vishwa -IT Park, DSK Meghamalhar, Integrated Township and DSK Hariyali.
The company has two properties in Bangalore, one of which was to be developed under a joint venture company DSK Southern Projects Pvt Ltd. These two properties have been given to NuMart Developers Pvt Ltd, a Mantri Group Company for the joint development. Both these projects will be launched in the nearest future. The company proposes to develop an 'Integrated Township' at a large stretch of land acquired by them near Manjari, Pune.
The company decides to disinvest whole of the shareholding that is (46%) held in DSK Tricone Infrastructure & Construction Ltd (DSK Tricone). Consequently, the joint venture will be terminated in due course.
D S Kulkarni Developers Ltd
Directors Reports
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 Financial
Statements 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 a
petition filed by Bank of Maharashtra against D S Kulkarni Developers Limited, which was
admitted vide an Order dated September 26, 2019 ("Insolvency Commencement Date")
of the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai, under the
provisions Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and
regulations framed thereunder ("the Code").
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 appointment of Mr. Manoj Kumar Agarwal was confirmed/approved as the
Resolution 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 Resolution
Professional.
b. the powers of the Board of Directors shall stand suspended and be exercised by the
Resolution Professional.
c. the officers and managers of the company if any shall report to the resolution
professional and provide access to such documents and records of the company as may be
required by the Resolution Professional.
d. the financial institutions maintaining accounts of the company shall act on the
instructions of the Resolution Professional in relating to such accounts furnish all
information 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 year
are 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 has
been 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 of
Deposit) Rules, 2014.
5. State of Company's affairs:
Proceedings of Corporate Insolvency Resolution Process under Insolvency and Bankruptcy
Code 2016 (IBC)
In accordance with the applicable provisions of the Insolvency & Bankruptcy Code
2016 ("IBC Code") Corporate Insolvency Resolution Process ("CIRP") of
the company was initiated by the National Company Law Tribunal Mumbai("NCLT") on
26th September 2019 and pursuant to Section 17 of the IBC the power of the Board of
Directors of the company stood suspended and such powers are vested with the Interim
Resolution Professional ("IRP") Mr. Manoj Kumar Agarwal to manage the affairs of
the company.
Since the Board of Directors of the Company failed to submit the financials, and in
view of the ongoing Corporate Insolvency Resolution Process, the resolution professional
Mr. Manoj Kumar Agarwal, is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 and he hereby submits the following report:
There was no change in the nature of business of the Company. However, the company has
stopped 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 the
performance and the financial position of the subsidiaries associates and joint venture in
Form AOC-1 is attached to this report as Annexure - 1. The current management is not
having access to the details/documents/records/information required to prepare
consolidated financial statement's, hence the company has not prepared consolidated
financial statements.
7. Associate Company:
The Company does not have any ‘Associate Company' within the meaning of section
2(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 the
company.
The requirement under section 134(3)(d) of the Act with respect to furnishing a
statement on declaration to be given by Independent Director(s) is not available in
records 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 of
Nomination & 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 Directors
is also applicable to the Company. However; the Board has not carried out the requirement
stated 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 any
Committees formed by the Board, during the year. Furthermore, notices and attendance
register 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 for
initiating the Corporate Insolvency Resolution (CIR) Process under the provisions of the
Insolvency Bankruptcy Code 2016 (IBC). Further vide the aforesaid NCLT order (Communicated
on 21st November 2017) and pursuant to Section 17 of the IBC the powers of the Board of
Directors stood suspended and such powers were vested with the Interim Resolution
Professional 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' Responsibility
Statement it is hereby confirmed by the Resolution Professional 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 profit and 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; and
(e) proper systems have been devised to ensure compliance with the provisions of all
applicable 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/s
Gokhale, Tanksale & Ghatpande, Chartered Accountants, (Registration No.103277W), the
Statutory Auditors of the Company were appointed for a term of 3 years in the Annual
General 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 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. The Committee of
Creditors ("CoC") in its Meetings (detailed below) appointed M/s R.C. Jain &
Associates LLP, Chartered Accountants,(FRN 103952W/W100156) as Statutory Auditor, to
finalised for audit.
CoC Meeting held on November 18, 2019, appointed the Statutory Auditor of the Company
for 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 September
27, 2019 to March 31, 2020
Further, pursuant to the provision of Section 139 of the Companies Act, 2013, the
appointment of Statutory Auditor of the Company should be made for a term of Five
consecutive years. Hence, Members are request to ratify all the resolutions passed for the
appointment of M/s R.C. Jain & Associates LLP, Chartered Accountants, as the Statutory
Auditor of the Company by the Committee of Creditors ("CoC") constituted
under the
Insolvency and Bankruptcy Code, 2016 read with other applicable rules and regulation
made thereunder and Resolution Professional and appoint the said Statutory Auditor of the
Company to hold office for the period of Five years i.e. from the Financial Year 2017-18
to 2022-23 respectively.
The observations addressed by the Auditors are self-explanatory and in response your
Directors submit that most of occurrences were due to the paucity of administration staff
and financial challenges that the Company is passing through. Your Directors have
considered the issues addressed by the Auditors and are taking necessary steps to obviate
such occurrences.
b) Cost Auditor:
The provisions of section 148 of the Act read with rule 3 of the Companies (Cost
Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company has
not appointed the Cost Auditor.
c) Secretarial Auditor:
The provisions of section 204 of the Act read with rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are applicable to the Company.
Accordingly, the Company has appointed M/s Mihen Halani and Associates as the Secretarial
Auditor.
15. Particulars of Loan(s), Guarantee(s) or Investment(s) made under section 186 of the
Act:
During the year under review the Company has not granted any loans nor made any
investments.
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 the
Board of Directors were not committed to managing the risks in a proactive and efficient
manner.
17. Vigil Mechanism:
The Company had adopted a Vigil Mechanism in form of whistle blower policy. At present
there 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 under
CIRP.
19. Significant / Material orders passed by the regulatory etc.:
During the year under review, in accordance with the applicable provisions of the
Insolvency & Bankruptcy Code 2016 ("IBC Code") Corporate Insolvency
Resolution Process ("CIRP") of the company was initiated by the National Company
Law 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 provisions
of section 92 read with rule 12 of the Companies (Management and administration) Rules,
2014 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 falling
under 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 the
Companies (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 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.
23. Corporate Social Responsibility:
Given stressed financial condition of the business, the Company does not have to make
any 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 employees
of 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 dividend,
voting 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 (Prevention,
Prohibition and Redressal) Act, 2013:
The Company has always been committed to provide a safe and dignified work environment
for its employees; which is free of discrimination, intimidation and abuse. During the
year under review there were no records of any complaint of sexual harassment being
received by the company.
27. Corporate Governance Report:
The Corporate Governance Report for Financial Year 2018 -19 as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter
referred to as 'Listing Regulations') forms part of the Annual Report. The certificate
from a practicing Company Secretary on compliance(s) with the corporate governance norms
forms part of the Corporate Governance Report.
28. Secretarial Standards:
The Company does not have in place proper systems to ensure compliance with the
provisions of the applicable Secretarial Standards issued by The Institute of Company
Secretaries 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, the
Management 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 official
Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS)
according to which, certain class of companies, which inter - alia included all listed
companies whose accounting period begins on or after April 1, 2016, are required to comply
with Ind AS. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of
the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For
Jyoti Structures Limited, Ind AS is applicable form April 1, 2016, with a transition date
of April 1, 2015 and IGAAP as the previous GAAP.
Accordingly, Standalone Financial Statements of the Company for the Financial Year
2019-20 have been prepared as per IND AS.
31. Acknowledgement:
Your Directors wish to place on record their appreciation of the contribution made
by the employees of the Company. The Directors wish to convey their appreciation to the
Banks dealers and other business associates and the shareholders for their continuous
trust 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 |