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Directors Report of DS Kulkarni Developers Ltd.

Mar 31, 2015

Dear Member,

The 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 I V, 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. NAME OF SITE TOTAL SALEABLE LOCATION NO. AREA SQ.FT

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

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 SUB- SECTION (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


Mar 31, 2014

Dear Member,

The Directors have pleasure in presenting their 23rd Annual Report of the Company for the year ended 31st March, 2014.

FINANCIALS:

Particulars Rs. Lacs 2013-2014 2012-2013

Operating Income and Increase in stocks 23,255.07 23,433.34 Profit before tax 2,565.40 2,842.82 Less: Provision for tax/deferred tax 1,260.82 999.96 Profit after tax 1,304.58 1,842.86 Add: Balance of Profit Brought forward 14,743.95 13,221.40 Profit available for Appropriation 16,048.53 15,064.26 Prior Year Adjustments (32.04) 18.44 Proposed Dividend 258.01 258.01 Tax on Dividend 43.85 43.85 Balance of Profit carried to Balance Sheet 15,778.70 14,743.95

OPERATIONS:

The year under review witnessed a flattish total income which was Rs.232.55 Crores as compared to Rs.234.33 Crores for previous financial year. The profit for the year was Rs.13.05 Crores against Rs.18.43 Crores for the earlier year.

Though the year was quiet as regards any new activity in the last quarter of the year the Company launched four projects in Pune one at Sinhagad Road, two at Pirangut, one each at Baner and Kondwa. At the launch of these projects, the Company received satisfactory response for the initial bookings. The Company thereafter launched its ‘flagship'' project, DSK Dream City which is a special integrated township spread across more than 200 acres at Pune-Solapur Road.

The financial year 2013-14 was an eventful year for the Indian Real Estate sector with the introduction of Real Estate Regulatory Bill and Land Acquisition Bill in the parliament. On the home buyers'' side, the year can be best described as a lackluster year with high property prices and increasing home loan interest rates that kept the buyers waiting on the sidelines. Inflation played a big part in RBI''s stance to increase interest rates and keep liquidity in control. This led to increase in borrowing cost for the home buyers as well.

Though the immediate future looks hazy, the Company is confident of its progress and growth in the business on account of unmatched brand pull and launching of "never-seen-before" township in the outskirts of Pune.

DIVIDEND:

Your Directors have pleasure in recommending dividend of 10% i.e. Rs.1 per equity share on the paid up capital of the Company. The dividend payout will be Rs. 2,58,01,008/- and outgo on account of dividend distribution tax will be Rs. 43,84,881/-.

PUBLIC ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES:

Your Directors have pleasure to inform you that the Board of Directors of the Company have approved to offer, issue and allot (including re-issue to the extent redeemed) of non-convertible debt instruments in the form of secured non-convertible debentures to the public, in one or more tranches, ("Debentures''), from time to time, upto a maximum sum of Rs. 250 Crore (Rupees Two Hundred and Fifty Crores only).

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 in progress. Out of the 11 single house bungalows, 6 bungalows have already been sold and construction of the rest 5 is in progress. The WOS is having another piece of land in New Jersey whereat another construction is being considered.

Though initially the slowdown of the USA real estate market affected the performance of the USA subsidiaries, the Company expects better performance in future as US economy is showing signs of recovery and as such real estate market may be revived.

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, 74 units have been sold so far. The progress of the project is satisfactory.

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 Ministry of Corporate Affairs, Government of India by its circular dated 8th February, 2011 has granted general exemption to all the companies, doing away with the requirement of attaching annual accounts of subsidiary companies to that of the holding company, mandated by the provisions of Section 212 of the Companies Act 1956, subject to fulfillment of certain conditions, which are duly fulfilled by your Company. However, in terms of the requirements to avail general exemption, a statement containing brief financial details of the subsidiary companies for the year ended 31st March, 2014 is included in the Annual Report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors and will be kept for inspection at the Company''s registered office and also at those of the subsidiaries concerned. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on request.

INTEGRATED TOWNSHIP:

The Company is desirous of developing a novel and sole of its kind township "DSK Dream City" on its land situated near Manjari, Pune. The township will exhibit a Sports City.

Whilst everyone dreams of living in an environment that is conducive not only to comfortable but a community living where each member enjoys the Company of the other while residing in the lap of Mother Nature. DSK Dream City has been conceived as a path-breaking new Township Project offering a lifestyle to the prospective citizens never experienced before, anywhere.

The DSK Dream City will satiate the needs of those parents who often complain that there are no places for their wards to play and experience an outdoor life. Indeed the concrete jungles created to satisfy the avarice of builders and developers all over the Country, have virtually left no place for any quality of life - indoors or outdoors. The lack of quality roads, unrestrained pollution, traffic snarls, lack or mutualisation of modes of transportation have all ensured that the growth of our next generations is not free of encumbrances. In such a tense and unhealthy environment, someone has to bear the yolk and take it upon one''s own self to help emancipate the society of such ills. DSK Dream City is one such effort that is going to ensure a very healthy and conducive way of life to our future generations.

Not only that there will be very well designed dwelling units for over 40,000 citizens with most modern features of safety and security, but it shall have within its precincts all possible modes of transportation like waterways of pristine blue water, trams, electronic bicycles, battery operated buses and cars and even jogging tracks with lively music and diffused lighting with Six lane tree lined roads.

The Dream City has been planned by an Architect from foreign shores along with nearly a dozen consultants from abroad and another two dozen from within our Country. There will be four exclusive zones namely - knowledge, leisure, culture and well-being zones. A super-specialty hospital, convention centre, town hall & huge library, police and postal set ups will complete the basic needs of people.

There will be nine sports academies with endeavour of world famous names associated with them with thirty six sports. There will be theme gardens, medicinal & herbal gardens and tall tropical trees.

As if that was not enough, the DSK Dream City will offer its people a shopper''s delight with high street markets, a very large mall and even a street bazar.

Location clearance has been received and the township has been notified. The Company has also obtained the environmental clearance and the requisite authorities have sanctioned the land use plan and Phase Building Plan.

PROJECTS UNDER DEVELOPMENT:

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

No. Name of the Project and Location Permissible Built-up Area (Sq. Ft.)

1. DSK Vishwa - Anandghan, Kirkitwadi, Pune 10,45,462 2. DSK Vishwa - Meghmalhar (Phase II), Dhayari, Kirkatwadi, Pune 4,88,512 3. DSK Vishwa - Meghmalhar (Row House), Kirkitwadi, Pune 42,714 4. DSK Gandhakosh, Baner, Pune 2,86,110 5. DSK Nandanvan, Pirangut, Pune 2,05,082 6. DSK Mayurban, Pirangut, Pune 3,34,332 7. DSK Kasturi [Plot A], Bavdhan, Pune 10,693 8. DSK Kasturi [Plot B], Bavdhan, Pune 30,208 9. DSK Madhukosh, Andheri (E), Mumbai 2,58,144 10. DSK Gold Leaf, Baner Road, Pune 44,934 11. DSK Garden Enclave [Wing H], Kondhwa, Pune 55,868 12. DSK Dream City - Phase I (Waterfall Residence), Pune-Sholapur Road, Pune 22,63,248 l3. DSK Woods, New Jersey (USA) 36,542

Total 51,01,849

DIRECTORS:

The Company consists of total 6 directors out of which four directors are Independent and Non-Executive Directors and the rest two are Executive Directors. 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 one more year w.e.f. 27th July, 2014. Member''s approval is being sought for the re-appointment.

Mr. V. C. Joshi, Mr. K. K. Taparia, Dr. M. K. P. Setty and Mr. R. D. Kharosekar have furnished declaration of independency under sub-section 6 of Section 149 of the Companies Act, 2013 and accordingly these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

FIXED DEPOSITS:

Fixed deposits accepted from the public, shareholders and employees as on 31st March, 2014 stood at Rs. 171.44 crores as against Rs. 155.62 crores at the end of the previous year. During the year under report, the Company collected Rs. 66.72 crores and repaid Rs. 50.89 crores as deposits as against Rs. 19.65 crores collected and Rs. 20.33 crores repaid in the previous year. None of the fixed deposits which have matured have remained unpaid.

There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end. The Company proposes to invite and accept Fixed Deposits from the shareholders and the public in accordance with Sections 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

LISTING:

The equity shares of the Company are listed on Bombay Stock Exchange (BSE), National Stock Exchange (NSE). There are no arrears on account of payment of listing fees to the Stock Exchanges.

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

Since the Company''s business consists of real estate development, the Company does not employ heavy equipment and machinery. Hence consumption of electricity is negligible. The Company does not consume fuel oil. Hence details of conservation of energy and use of alternative sources of energy cannot be stated. The Company has not acquired any technology. Hence the question of technology absorption does not arise.

During the year under review Company earned Foreign Exchange of Rs. 230.85 (previous year Rs. 191.83 Lacs). The total Foreign Exchange outgo was Rs. 709.20 Lacs (previous year Rs. 82.83 Lacs).

PARTICULARS REGARDING EMPLOYEES:

The following are the particulars of employees that are required to be given u/s 217(2A) of the Companies Act, 1956.

Name Age Educational Designation Date of qualification joining



D. S. Kulkarni 64 B. Com. Chairman & 20/09/91 Managing Director

Name Previous Gross Net Percentage employment remuneration remuneration Shareholding Rs. in lacs Rs. in lacs

D. S. Kulkarni None 277.23 183.93 20.96%

AUDITORS:

M/s. Gokhale, Tanksale & Ghatpande, Chartered Accountants, (Registration No. 103277W), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit 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 fourth Annual General Meeting of the Company to be held in the year 2015. The appointment of the Statutory Auditor was recommended by the Audit Committee at its meeting held on 29th May, 2014. M/s. Gokhale, Tanksale & Ghatpande have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment. Ratification of the appointment of the Auditors is sought herewith.

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

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 and shareholders and deposit 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 and on behalf of the Board of Directors of For D. S. KULKARNI DEVELOPERS LTD.

Place: Pune D. S. KULKARNI Date: 29th May 2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

Dear Member,

The Directors have pleasure in presenting their 22nd Annual Report of the Company for the year ended 31st March, 2013.

FINANCIALS

Rs.Lacs

Particulars 2012-2013 2011-2012

Operating Income and Increase in stocks 23433.34 18377.44

Profit before tax 2842.82 2524.00

Less: Provision for tax/deferred tax 999.96 792.46

Profit after tax 1842.86 1731.55

Add: Balance of Profit Brought forward 13221.40 11787.73

Profit available for Appropriation 15064.26 13521.27

Prior Year Adjustment 18.44 0.00

Proposed Dividend 258.01 258.01

Tax on Dividend 43.85 41.86

Balance of Profit carried to Balance Sheet 14743.96 13221.40

OPERATIONS:

The year under review witnessed a growth in the total income from Rs. 183.77 crores to Rs. 234.33 crores principally attributable to increase in construction activity because the projects undertaken were in different stages of completion. The profit for the year was Rs. 18.43 crores againstRs. 17.33 crores for the earlier year.

The Indian Real Estate industry had many reformist expectations in the year just gone by, which did not materialize. On the contrary, due to lack of definitive policy initiatives, high inflation and therefore high interest rates, the real estate market, probably temporarily, lost its sheen from buyers'' perspective. The present economic conditions do not augur well to contain inflation and interest rates. The ever widening Current Account Deficit (CAD) may throw the currency out of gear and nudge Reserve Bank of India to tighten liquidity to control ill-effects of the above. Liquidity tightening may dampen buyers'' interest in real estate. Though the immediate future looks hazy, the Company is confident of its progress and growth in the business on account of unmatched brand pull and launching of "never-seen-before" township in the outskirts of Pune

DIVIDEND:

Your Directors have pleasure in recommending dividend of 10% i.e. Rs. 1 per equity share on the paid-up capital of the Company. The dividend payout will be Rs. 2,58,01,008/- and outgo on account of dividend distribution tax will be Rs. 43,84,881 /-.

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 in progress. Out of the 11 single house bungalows, 6 bungalows have already been sold and construction of the rest 5 is in progress. The slowdown of the USA real estate market has hampered the performance of the USA subsidiaries

Another subsidiary company is DSK Township Projects Pvt. Ltd. ("DSK Township") - which was formerly known as DSK SEZ Projects (Pune) Pvt. Ltd. DSK Township is retained as a SPV (Special Purpose Vehicle) for future use. DSK Township is yet to commence business

The fourth subsidiary 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 residential project of 42 storied apartments at Bangalore named "Mantri DSK Pinnacle". Out of the total 133 units, 68 units have been sold so far. The progress of the project is satisfactory.

During the year under report, your Company substantially disinvested its shareholding in DSK Global Education & Research Pvt. Ltd. ("DSK Global") which had been its subsidiary. The current shareholding stands at 19% versus 51% earlier. The losses incurred and continued to be incurred by DSK Global were adversely affecting the consolidated financial position of the Company. Mrs. H. D. Kulkarni bought over the disinvested shares at par value and the Company was relieved of its obligation to contribute towards past, present and future losses of DSK Global

While being a subsidiary of the Company, DSK Global closed down its subsidiary DSK Global Education & Research (Singapore) Pte. Ltd

This Annual Report contains the standalone financial statements and reports of D. S. Kulkarni Developers Ltd. and the consolidated financial statements. The Ministry of Corporate Affairs, Government of India by its circular dated 8th February, 2011 has granted general exemption to all the companies, doing away with the requirement of attaching annual accounts of subsidiary companies to that of the holding company, mandated by the provisions of Section 212 of the Companies Act, 1956, subject to fulfillment of certain conditions, which are duly fulfilled by your Company. However, in terms of the requirements to avail general exemption, a statement containing brief financial details of the subsidiary companies for the year ended 31st March, 2013 is included in the Annual Report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors and will be kept for inspection at the Company''s registered office and also at those of the subsidiaries concerned. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on request.

In view of the change in status of an erstwhile subsidiary, the consolidated financial figures of the year 2012-13 are not comparable with those of the year 2011-12.

INTEGRATED TOWNSHIP:

The Company is desirous of developing a novel township on its land situate near Manjari, Pune. The Township Regulations underwent changes in the year 2012-2013 which are beneficial to the Company. Accordingly the Company changed its earlier plans and rescheduled the launch year. The township will exhibit Sports City. Locational clearance has been received and the township has been notified. The Company is pursuing remaining approvals as also nearing finalisation of contours and designs under the able guidance of an internationally renowned architect. The Company intends to launch this prestigious project during the financial year 2013-14.

PROJECTS UNDER EXECUTION:

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

Sr. Name of the Site Saleable Area in Sq. Ft Location No.

1 DSK - Gandhakosh 1,74,210 Baner, Pune

2 DSK - Vishwa Villa 34,328 Dhayari, Sinhgad Road, Pune

3 DSK - Meghmalhar Row Houses 43,344 Dhayari, Sinhgad Road, Pune

4 DSK - Meghmalhar-PH II 4,23,752 Dhayari, Sinhgad Road, Pune

5 DSK Vishwa Phase VI 7,55,741 Dhayari, Sinhgad Road, Pune

6 DSK Madhukosh 1,75,148 Andheri, Mumbai

7 DSK Sundarban Plot B 35,880 Hadapsar, Pune

8 DSK Kasturi 30,875 Bavdhan, Pune

9 DSK Nandanvan 3,58,209 Pirangut, Pune

10 Integrated Township 1,79,54,244 Manjri, Hadapsar, Pune

DIRECTORS:

Pursuant to Article 73 of the Articles of Association of the Company, Mr. V. C. Joshi and Mr. K. K. Taparia retire by rotation. Both being eligible, offer themselves for re-appointment

Details of Mr. V. C. Joshi and Mr. K. K. Taparia have been given in the Corporate Governance Report.

FIXED DEPOSITS:

Fixed deposits accepted from the public, shareholders and employees as on 31st March, 2013 stood at Rs. 155.62 crores as against Rs. 156.30 crores at the end of the previous year. During the year under report, the Company collected Rs. 19.65 crores and repaid Rs. 20.33 crores as deposits as against Rs. 99.23 crores collected and Rs. 48.27 crores repaid in the previous year. None of the fixed deposits which have matured have remained unpaid

LISTING:

The equity shares of the Company are listed on Bombay Stock Exchange (BSE), National Stock Exchange (NSE). There are no arrears on account of payment of listing fees to the Stock Exchanges.

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

Since the Company''s business consists of real estate development, the Company does not employ heavy equipment and machinery. Hence consumption of electricity is negligible. The Company does not consume fuel oil. Hence details of conservation of energy and use of alternative sources of energy cannot be stated The Company has not acquired any technology. Hence the question of technology absorption does not arise

During the year under review Company earned Foreign Exchange of Rs. 191.83 lacs (previous year Rs. 154.85 lacs). The total Foreign Exchange outgo was Rs. 82.83 Lacs (previous year Rs. 46.08 lacs)

PARTICULARS REGARDING EMPLOYEES:

The following are the particulars of employees that are required to be given u/s 217(2A) of the Companies Act, 1956.

AUDITORS:

The Auditors M/s. Gokhale, Tanksale & Ghatpande, Chartered Accountants, Pune (Registration No.103277W) hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Appropriate certificate under Section 224 (1B) of the Companies Act, 1956, has been received from them. You are requested to reappoint the Auditors.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance and the statement of Management Discussion and Analysis are annexed to and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures,

(ii) that the directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period,

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the directors have prepared the annual accounts for the year under review on a going concern basis.

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 and shareholders and deposit 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 and on behalf of the Board of Directors of

For D. S. KULKARNI DEVELOPERS LTD.

Place: Pune D. S. KULKARNI

Date: 20th May, 2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

Dear Member,

The Directors have pleasure in presenting their 20th Annual Report of the Company for the year ended 31st March, 2011.

FINANCIALS

Particulars Rs. Lacs 2010-2011 2009-2010

Operating Income & Increase in stocks 18,095.51 15,208.69

Profit before tax 2,512.95 2,998.98

Less : Provision for tax/deferred tax 845.88 820.65

Profit after tax 1,667.06 2,178.33

Less : Prior year adjustments 7.40 3.75

Add : Balance Brought forward 10,429.91 8,557.19

Profit available for Appropriation 12,089.58 10,731.78

Proposed Dividend 258.01 258.01

Tax on Dividend 43.85 43.85

Balance of Profit carried to Balance Sheet 11,787.72 10,429.92

OPERATIONS:

The year under review witnessed growth in total income from Rs. 152.46 Crores to Rs. 182.40 Crores. The Company completed 3 projects comprising of 777 units which were earlier in execution. The profit for the year was Rs. 16.67 Crores against Rs. 21.78 Crores for the earlier year. The profit was lower mainly on account of increase in the input costs which were decided to be absorbed by the Company.

Our country is reeling under the pressure of high inflation. This inflation has forced Reserve Bank of India to raise interest rates many times. Though interest cost on borrowing especially for the ones desirous of buying houses has gone up, this has not affected yours Company's business so far due to its brand equity. However, continuous rise in interest rates may have some impact in future. The Company has undertaken many projects which are in different stages of execution. It will be heartening for the Members to know that most of the projects are booked for the dwelling units made available for sale. The Company remains focused on containing the expenses as a part of its internal drive.

DIVIDEND:

Your Directors have pleasure in recommending dividend of 10% (i.e. Re.1 per equity share) on the paid up capital of the Company. The dividend payout will be Rs. 2,58,01,008/- (Previous Year: Rs. 2,58,01,008/-) and in addition, there will be outgo on account of dividend distribution tax of Rs. 43,84,881 /- (Previous Year: Rs. 43,84,881 /-)

SUBSIDIARIES AND CONSOLIDATION:

The Company has in all five 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 in progress. The real estate market in the USA is expected to recover in some time. The Company closed sale of two bungalows during the year under review.

Another subsidiary company is DSK Global Education & Research Pvt. Ltd. ("DSK Global"), which runs a training institute in the areas of Industrial Design Engineering, Animation & Gaming at well known campus DSK SUPINFOCOM INTERNATIONAL CAMPUS. The year 2010-2011 was the third year of the Institute and the first batch of students will pass out in 2011-2012. The student strength has gone upto 270 in FY 2010-11. Education business builds slowly but firmly. The reporting year witnessed a business loss.

The fourth subsidiary is DSK SEZ Projects (Pune) Pvt. Ltd. ("DSK SEZ") which is a wholly owned subsidiary of the Company. Consequent upon withdrawal of SEZ notification, your Company is evaluating possibility of use of DSK SEZ as a SPV for some other project.

The fifth subsidiary is DSK Southern Projects Pvt. Ltd. ("DSK Southern")which, in association with M/s Mantri Dwellings Pvt. Ltd. (formerly known as NuMart Developers Pvt. Ltd.), a Sushil Mantri Group company, is developing a premium residential project of 42 storied apartments at Bangalore named "Mantri DSK Pinnacle". The project has been well received. DSK Southern earned profit for the year under review.

This Annual Report contains the stand alone financial statements and reports of D.S. Kulkarni Developers Ltd. and the consolidated financial statements. The Ministry of Corporate Affairs, Government of India by its notification dated 8th February, 2011 has granted general exemption to all the companies, doing away with the requirement of attaching annual accounts of subsidiary companies to that of the holding company, mandated by the provisions of Section 212 of the Companies Act 1956, subject to fulfillment of certain conditions, which are duly fulfilled by your Company. However, in terms of the requirements to avail general exemption, a statement containing brief financial details of the subsidiary companies for the year ended 31st March, 2011 is included in the Annual Report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors and will be kept for inspection at the Company's registered office and that of the subsidiaries concerned. Th e holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

DISINVESTMENT IN JOINT VENTURE

The Company had entered into a joint venture by the name of DSK Tricone Infrastructure and Construction Ltd.("DSK Tricone"). As the said Joint Venture continued to incur losses and as the purpose of forming the Joint Venture could not be fulfilled, the Board of Directors has decided to disinvest the whole of the Company's shareholding in DSK Tricone.

INTEGRATED TOWNSHIP:

The Company proposes to develop an 'Integrated Township' on a large stretch of land acquired by it near Manjari, Pune. The Company has received location clearance and Government has notified the Special Township Project on the said location. The Company is in the process of securing rest of the permissions and is confident of launching this project in the near future.

PROJECTS UNDER EXECUTION:

Following are the sites at different stages of planning, construction/ development as on the date of this Report:

Sr. No Name of the Site Saleable Area in Sq. Ft Location

1 DSK - Gandhakosh 1,74,219 Baner, Pune.

2 DSK - Warale 3,12,508 Warale, Talegaon.

3 DSK Sundarban Plot C 54760 Hadapsar

4 DSK- Hariyali - Phase II 26,515 Modibaug, Shivajinagar, Pune

5 DSK-Vishwa Villa 34,328 Dhayari, Sinhgad Road, Pune

6 DSK- Meghmalhar Row Houses 43,344 Dhayari, Sinhgad Road, Pune

7 DSK- Meghmalhar- Ph2 4,00,130 Dhayari Sinhgad Road, Pune

8 DSK Vishwa Phase 6 &7 11,22,700 DSK Vishwa, Dhyari Pune

9 DSK Madhukosh 1,36,000 Andheri, Mumbai

10 DSK Sundarban Plot B 35,880 Hadapsar, Pune

11 Integrated Township 1,01,69,000 Manjri, Hadapsar, Pune

DIRECTORS:

Pursuant to Article 73 of the Articles of Association of the Company, Mr. V. C. Joshi and Mr. K. K. Taparia retire by rotation. Both being eligible, offer themselves for re-appointment.

Mr. D. S. Kulkarni, Chairman & Managing Director of the Company was re-appointed by the Board for a term of five years w.e.f. 1st October, 2011. Member's approval is sought to the re-appointment.

Mrs. J. D. Kulkarni, Whole time Director of the Company was re-appointed by the Board for a term of five years w.e.f. 1st October, 2011. Member's approval is sought to the re-appointment.

Appropriate explanation and background of Mr. K. K. Taparia, Mr. V. C. Joshi, Mr. D. S. Kulkarni and Mrs. J. D. Kulkarni have been given in the explanatory statement to the notice calling Annual General Meeting and Corporate Governance Report.

FIXED DEPOSITS:

Fixed deposits accepted from the public, shareholders and employees as on 31st March, 2011 stood at Rs.105.34 crores as against Rs.139.16 crores at the end of the previous year. During the year under report, the Company collected Rs. 46.42 crores as deposits as against Rs.130.57 crores collected in the previous year. None of the fixed deposits which have matured have remained unpaid.

LISTING:

The equity shares of the Company are listed on Bombay Stock Exchange (BSE), National Stock Exchange (NSE). There are no arrears on account of payment of listing fees to the Stock Exchanges.

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

Since the Company's business consists of real estate development, the Company does not employ heavy equipment and machinery. Hence consumption of electricity is negligible. The Company does not consume fuel oil. Hence details of conservation of energy and use of alternative sources of energy cannot be stated. The Company has not acquired any technology. Hence the question of technology absorption does not arise.

During the year under review Company earned Foreign Exchange of Rs. 121.19 Lacs (previous year Rs. 91.87 Lacs). The total Foreign Exchange outgo was Rs. 179.91 lacs (previous year Rs. 242.73 Lacs).

PARTICULARS REGARDING EMPLOYEES:

The following are the particulars of employees that are required to be given u/s 217(2A) of the Companies Act, 1956.

AUDITORS:

The Auditors M/s Gokhale, Tanksale & Ghatpande, Chartered Accountants, Pune (Membership No. 30462 and registration no.103277W) hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Appropriate certificate under Section 224 (1B) of the Companies Act, 1956, has been received from them. You are requested to reappoint the Auditors.

Name Age Educational Designation Date of Previous qualification joining employment

Mr. D. S. Kulkarni 62 B.Com. Chairman & Managing Director 20/09/91 None Name Gross remuneration Rs. In lacs Net remuneration Rs. In lacs Percentage Shareholding

Mr. D. S. Kulkarni 172.10 120.62 11.80%

AUDIT COMMITTEE:

Pursuant to the provisions of section 292A of the Companies Act, 1956 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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance and the statement of Management Discussion and Analysis are annexed to, and forms part, of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures,

(ii) that the directors have 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 of the Company for that period,

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the directors have prepared the annual accounts for the year under review on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors are thankful to the Central and State Government, Government departments, Government agencies, Municipal Corporations and Local Bodies for their continued co-operation. The Directors express their gratitude to the financial institutions and banks, housing and mortgage finance companies, customers, suppliers, contractors, architects, labourers and shareholders and deposit 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.

By the order of the Board of Directors,

For D. S. KULKARNI DEVELOPERS LTD.

D. S. KULKARNI

(CHAIRMAN & MANAGING DIRECTOR)

Place : Pune

Date : 2nd August, 2011



 
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