To,
The Members
D S Kulkarni Developers Limited
The Hon?ble NCLT vide its order dated September 26, 2019 allowed
initiation of Corporate Insolvency Resolution Process ("CIRP") of the Company
and Mr. Manoj Kumar Agarwal, IP Registration No. IBBI/IPA- 001/IP-P00714/2017-2018/11222
was appointed as the Interim Resolution Professional ("IRP") for the Corporate
Debtor. The appointment of Mr. Manoj Kumar Agarwal was confirmed/approved as the
Resolution Professional ("RP") of the Corporate Debtor by the Committee of
Creditors ("CoC"). As per Section 17 of the Insolvency and Bankruptcy Code, 2016
read with the rules and regulations framed thereunder ("the Code"), from the
date of appointment of the IRP the management of affairs and powers of the board of
directors of the Company were suspended and stood vested with IRP/RP of the Corporate
Debtor.
The resolution plan submitted by M/s Ashdan Properties Private Limited,
M/s Classic Promoters & Builders Private Limited and M/s Atul Builders was approved by
the Hon?ble National Company Law Tribunal, Mumbai Bench vide Order No. CP (IB) NO.
1633/MB/C-I/2019 dated June 23, 2023 (Certified copy received on 30th June,
2023).
Thereafter, a Steering Committee was constituted for the implementation
of approved Resolution plan. The constituted committee is tabulated below. The Steering
Committee was dissolved post implementation of the Resolution plan.
Particulars |
Name |
Representative of Secured Financial Creditors |
A. State Bank of India- Shri Rasmi Ranjan Pati |
|
B. ICICI Home Finance Company Limited |
|
- Mr. Abhishek Yande and/or Mr. Sumit Choudhary |
Representative of the Successful |
Mr. Ranjit Raghunathan |
Resolution Applicant (SRA) |
Mr. Prateek Ghatiya |
Insolvency Professional |
Mr. Manoj Kumar Agarwal |
The Board of Directors of the Company hereby present the Thirty Third
Annual Report on business and operations of the Company along with the Audited Statement
of Accounts for the financial year ended March 31, 2024.
1. Financial Results:
Performance of the Company, on standalone basis, for the financial year
ended March 31, 2024 is as summarized below:
Particulars |
Year Ended |
|
31.03.2024 |
31.03.2023 |
Income from Operations |
- |
_ |
Other Income |
2823.91 |
_ |
Total Income |
2823.91 |
_ |
Total Expenses |
3712.24 |
63,564.66 |
Profit / (loss) before Tax |
(888.32) |
(63,564.66) |
Exceptional items |
- |
23,058.55 |
Tax Expense |
- |
_ |
Net Profit / (loss) after tax |
(888.32) |
(40506.10) |
Earnings per equity share (Basic and Diluted) |
(0.09) |
(4.05) |
The revenue from operations for the year ended 31st March,
2024 is Nil as there were no operations in the Company.
2. Indian Accounting Standards:
The Audited Standalone Financial Statements of the Company for the year
ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards
(IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013
(hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
"SEBI Listing Regulations"), which have been reviewed by the Statutory Auditors.
3. State of Company?s Affairs:
Prior to the Corporate Insolvency Resolution Process, search and
seizure operations were conducted by the Enforcement Directorate (ED). During this search
and seizure and during the process of investigation, Economic Offence Wing of Police Dept.
has taken in its custody physical and electronically maintained records of the Company.
Despite of various efforts the Management of the Company had failed to obtain custody of
various documents and records of the Company.
During the year investigations are still going on against the Company
under various laws including the Maharashtra Protection of interest of Depositors Act
(MPID), Economic Offences Wing (EOW) - Pune, Insolvency and Bankruptcy Code, 2016,
Prevention of Money Laundering Act, 2002 and the Management of the Company had not
received any closure report from the respective departments. As a result the matter is
sub-judice and the impact of the outcome, if any, is uncertain at present.
During the year there were no business operations in the Company as
during the part of the year the Company was under Corporate Insolvency Resolution Process.
4. Change in the nature of business:
There was no change in the nature of business of the Company during the
year under review.
5. Dividend:
During part of the year the Company was under Corporate Insolvency
Resolution Process and due losses, no dividend on the equity shares of the Company has
been recommended.
6. Transfer to reserves:
The Company does not propose to transfer any amount to the General
Reserves.
7. Share Capital and Debentures
The Authorised Share Capital of the Company is 50,00,00,000 (Rupees
Fifty Crores) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- each and
the Issued, Subscribed and Paid up equity share capital of the Company is Rs.
10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) equity shares
of Rs. 10/- each.
i) the Company has not issued/allotted Equity shares with differential
rights as to dividend, voting or otherwise;
ii) the Company has not issued/allotted Equity shares (Including sweat
equity shares) to employees of the Company under any scheme;
iii) the Company has not bought back any of its securities;
iv) the Company has not issued any Bonus Shares.
During the year under review, as a part of implementation of Resolution
plan the entire Paid-up Equity Share capital of the Company of Rs. 25,80,10,080/- (Rupees
Twenty Five Crores Eighty Lakhs Ten Thousand and Eighty only) divided into 2,58,01,008
(Two Crore Fifty Eight Lakh One Thousand and Eight) equity shares of Rs. 10/- each was
Reduced/ cancelled /extinguished with effect from 27th September 2023 pursuant
to implementation of Resolution Plan as approved by Hon?ble NCLT, Mumbai Bench.
Pursuant to the Order of the NCLT and approved resolution plan,
1,00,00,000/- (One Crore Only) Equity Shares of Face Value of Rs. 10/- (Rupees Ten each)
aggregating to Rs. 10,00,00,000/- (Rupees Ten Crores Only) were issued and allotted on 27th
September 2023 to Resolution Applicant and its affiliates in following manner :
(a) Allotment of 95,00,000 (Ninety-Five Lakh) Equity Shares of Rs. 10/-
each aggregating to Rs. 9,50,00,000/- (Nine Crores Fifty Lakhs) to the resolution
applicant in its affiliates comprising 95% (Ninety-Five) of total equity share capital of
the Company in the following manner:
The details of the promoters as per follows:
S.No. Name of Promoters |
No. of Equity Shares |
1 Ashdan Properties Private Limited |
94,99,994 |
2 Classic Promoters and Builders Private Limited |
1 |
3 Atul Builders |
1 |
4 AC Realty LLP |
1 |
5 Astaria Land Developers LLP |
1 |
6 Hinjewadi Land Developers LLP |
1 |
7 Eliture Land Developers LLP |
1 |
(b) Allotment of 5,00,000 (Five Lacs) Equity Shares of Rs. 10/- each
aggregating to Rs. 50,00,000/- (Rupees Fifty Lacs only) comprising 5% to DSK Shareholders
Trust, a Trust established for the purpose of holding the said Equity Shares of the
Company.
An application for recommencement of equity share capital was submitted
to National Stock Exchange of India Limited and BSE Limited on 12th October, 2023. The
application for recommencement is under process by the respective stock exchanges. The
Shares of the Company shares are not traded on stock exchange.
On 06th March, 2024, Share Purchase Agreement was executed
between Ashdan Properties Private Limited as Seller (Promoter of the Company and current
Shareholder being Ashok Dhanraj Chordia and Atul Ashok Chordia holding 50-50% Shares each)
and Ashdan Township Holdings Private Limited as acquirer (Current Shareholder are Ashok
Dhanraj Chordia and Atul Ashok Chordia holding 50-50% Shares each) for inter-se transfer
of 95,00,000 (95%) Shares of the Company along with the nominee shares.
Non-Convertible Debentures:
The entire Listed Non-Convertible Debentures issued by the Company as
mentioned below for which Catalyst Trusteeship Limited, acting as a Debenture Trustee were
redeemed on 21st September 2023.
S. No ISIN |
Number of NCD?s |
Particulars |
1. INE891A07011 |
1,03,444 |
Listed, Secured, Redeemable Option I NCD?s |
2. INE891A07037 |
46,851 |
Listed, Secured, Redeemable Option II NCD?s |
3. INE891A07045 |
849 |
Listed, Secured, Redeemable Option III NCD?s |
4. INE891A07029 |
68,852 |
Listed, Secured, Redeemable Option IV NCD?s |
Pursuant to the Order of the NCLT and approved resolution plan, the
company had allotted 48,61,209 Series-I, Secured, Redeemable, Non-Convertible Debentures
of face value of Rs. 1,000/- (Rupees One Thousand only) each, aggregating to Rs.
4,86,12,09,000 (Rupees Four Hundred Eighty Six Crores Twelve Lakhs and Nine Thousand only)
and 2,35,16,32 Series-II, Secured, redeemable, Non-Convertible
Debentures of face value of Rs. 1,000/- (Rupees One Thousand only)
each, aggregating to Rs. 2,35,16,32,000 (Rupees Two Hundred Thirty-Five Crores Sixteen
Lakh and Thirty Two Thousand only) on 21st September 2023 and 989 Series-II,
Secured, redeemable, Non-Convertible Debentures of face value of Rs. 1,000/- (Rupees One
Thousand only) each, aggregating to 9,89,000/- (Nine Lakh and Eighty Nine Thousand Only)
on 20th October 2023.
8. Public Deposits:
During the year under Report the Company did not accept any fresh
deposits from the public and shareholders covered under Chapter V of the Companies Act,
2013.
9. Material Changes and Commitments, if any, affecting the financial
position of the Company, occurred after the balance sheet date and as at the date of
signing this report
The Board of Directors of the Company with the approval of the
Shareholders of the Company at the Extra Ordinary General Meeting held on 6th
June, 2024, in compliance with enabling authorization in approved resolution plan, had
sold the property of the Company situated at Village Phursungi, Pune to M/s Marcom Realty
LLP, a related Party of the Company on total consideration not exceeding INR
75,50,00,000/- (Indian Rupees Seventy Five Crores Fifty Lakhs Only) ("Sale
Consideration").
Except disclosed elsewhere in this report, no material changes and
commitments which could affect the Company?s financial position, have occurred
between the end of the financial year of the Company and date of this report.
10. Particulars of Loans, Guarantees or Investments:
Details of loans, guarantees or investments covered under the
provisions of Section 186 of the Act are given in notes to the standalone financial
statements forming part of the Annual Report.
Further as per Hon?ble National Company Law Tribunal, Mumbai Bench
vide Order No. CP (IB) NO. 1633/MB/C-I/2019 dated June 23, 2023 (Certified copy received
on 30th June, 2023), all the guarantees issued by the Company, whether invoked
or uninvoked or crystallised or not be considered shall stand extinguished.
11. Particulars of contracts or arrangements made with related parties:
During the year under review, there are no related party transaction
under provisions of Section 188 of the Companies Act, 2013.
Pursuant to provisions of Section 188 of the Companies Act, 2013 there
are no materially significant related party transactions entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons, etc., which
may have potential conflict with the interest of the Company at large. The details of the
transactions with Related Party, if any are provided in the Company?s financial
statements in accordance with the Indian Accounting Standards (Ind AS).
Since, there are no material related party transactions, there is no
requirement of providing details of related party transactions in Form AOC-2 as per the
applicable provisions of the Companies Act, 2013 ("the Act").
12. Subsidiaries, Joint Ventures and Associate Companies:
As per the details available, the Company is having Three subsidiaries
i.e. DSK Developers Corporation, DSK Woods LLC, & DSK Infra Pvt Ltd ("said
Subsidiaries"), of which one domestic subsidiary have complied with annual filling
with Registrar of Companies upto 31st March 2016. Further, the RP does not have
access to the information(s)/detail(s)/record(s)/document(s) of the said Subsidiaries.
Hence, the Company is unable to provide a report on the performance and the financial
position of the subsidiaries associates and joint venture in Form AOC-1 as required under
Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
Further, the management of the Company does not have access to the
information(s)/detail(s)/record(s)/document(s) of the said Subsidiaries. Hence, the
consolidated financial statements for the year ended 31st March, 2024, have not been
prepared and only standalone results have been considered and approved by the Board of
Directors.
Further, the Resolution Plan of DSK Southern Project Private Limited,
having CIN: U45200PN2008PTC132140 (hereinafter referred as "DSKPPL"), subsidiary
of the Company which was under Corporate Insolvency and Resolution Process
("CIRP"), was approved by the Hon?ble National Company Law Tribunal, Mumbai
Bench, on February 02, 2023. Accordingly, the equity shares held by the Company of DSKPPL
are extinguished as per the approved resolution plan and DSKPPL ceased to be the
subsidiary of the Company w.e.f. 28th April, 2023.
As per the details available, the Company does not have any
Associate Company and/or Joint ventures? within the meaning of Section 2(6) of
the Act.
13. Listing of Securities:
The Shares of the Company are listed on the BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE).
The shares of the Company were placed in Z category by BSE Limited and
National Stock Exchange of India Limited.
14. Directors? Responsibility Statements:
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended March 31, 2024, the
Board of Directors hereby confirms that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanations relating to material
departures, wherever applicable;
b) such accounting policies have been selected and applied consistently
and the Directors 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 as at March 31, 2024 and
of the loss of the Company for the year ended on that date;
c) proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts of the Company have been prepared on a going
concern basis;
e) internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively;
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
15. Vigil Mechanism:
In compliance with the provisions of Section 177(9) of the Companies
Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower
Policy" as the vigil mechanism for Directors and employees of the Company.
The Whistle Blower Policy is disclosed on the website of the Company
www.dskcirp.com.
16. Risk management:
The Board of Directors of the Company has put in place a Risk
Management Policy which aims at enhancing shareholders? value and providing an
optimum risk-reward tradeoff. The risk management approach is based on a clear
understanding of the variety of risks that the organization faces, disciplined risk
monitoring and measurement and continuous risk assessment and mitigation measures.
17. Directors & Key Managerial Personnel?s (KMP?s):
As per the approved Resolution Plan, a Steering Committee was
constituted for the implementation of the Resolution Plan. The constituted committee is
tabulated below:
Particulars |
Name |
Representative of Secured Financial Creditors |
A. State Bank of India- Shri Rasmi Ranjan Pati |
|
B. ICICI Home Finance Company Limited - Mr. Abhishek Yande
and/or Mr. Sumit Choudhary |
Representative of the Successful |
Mr. Ranjit Raghunathan |
Resolution Applicant (SRA) |
Mr. Prateek Ghatiya |
Insolvency Professional |
Mr. Manoj Kumar Agarwal |
Post the implementation of approved resolution plan the Steering
Committee was dissolved.
The Steering Committee had appointed Mr. Bhushan Vilaskumar Palresha
(DIN: 01258918) as a Managing Director of the Company with effect from 24th
August, 2023 for a period of five (5) years and appointed Mr. Sumit Ramesh Diwane (DIN:
10076052) and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) as an Additional
Non-executive Directors of the Company with effect from 24th August, 2023.
Further the members of the Company at the Extra-Ordinary General
Meeting of the Company held on 21st November 2023 confirmed the appointment Mr.
Bhushan Vilaskumar Palresha (DIN: 01258918) as Managing Director of the Company with
effect from 24th August, 2023 for a period of five (5) years and Mr. Sumit
Ramesh Diwane (DIN: 10076052) and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) as
Non-executive Directors of the Company with effect from 24th August, 2023.
Mr. Deepak Sakharam Kulkarni (DIN: 00394027), Mr. Vijaykumar Nathu
Jagtap (DIN: 02555240) and Mr. Sahindra Jagannath Bhawale (DIN: 07352920) vacated from the
position of Managing Director and Directors respectively of the Company with effect from
21st September 2023 and Ms. Hemanti Deepak Kulkarni (PAN: AFOPP4761N) and Mr.
Rohit Subhash Purandare (PAN: AUJPP6312P) vacated from the position of Chief Financial
Officer and Company Secretary cum Compliance Officer respectively of the Company with
effect from 21st September 2023.
The Board of Directors had appointed Mr. Ayush Jhanwar as Chief
Financial Officer and Mr. Prateek Ghatiya, fellow Member of Institute of Company
Secretaries of India, as Company Secretary and Compliance Officer of the Company with
effect from 19th December, 2023.
Ms. Pooja Praveen Shukla (DIN: 07234687) was appointed as an Additional
Non-Executive Women Director and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) vacated
its position from the post of NonExecutive Director of the Company with effect from 6th
March, 2024.
Ms. Pooja Praveen Shukla (DIN: 07234687) was appointed as an Additional
Non-Executive Women Director by the Board of Directors of the Company on 6th
March, 2024 was appointed as Non-Executive Director of the Company with effect from 4th
June, 2024.
Ms. Sanjana Katlana, Associate Member of Institute of Company
Secretaries of India, as Company Secretary and Compliance Officer of the Company with
effect from 4th July, 2024.
The Directors and Key Managerial Personnel of the Company as on 31st
March, 2024 were:
S.No. Name of the Director |
DIN/ PAN |
Designation |
1. Bhushan Vilaskumar Palresha |
01258918 |
Managing Director |
2. Sumit Ramesh Diwane |
10076052 |
Non-Executive Director |
3. Pooja Praveen Shukla |
07234687 |
Non-Executive Director |
4. Ayush Jhanwar |
BCEPJ1545C |
Chief Financial Officer |
18. Declaration of Independent Directors:
The Company was under CIRP and accordingly power of the Board has been
suspended. Therefore, the declaration from Independent Directors under section 149(7) of
Companies Act 2013 is not applicable to the Company.
The Board of Directors of the Company are seeking for suitable persons
with appropriate knowledge and experience in real estate industry for appointment as
Independent Directors of the Company. Therefore, the Declaration from Independent
Directors of the Company was not obtained.
19. Familiarisation Programme for Independent Directors:
During part of the year the Company was under CIRP and accordingly
power of the Board has been suspended.
The Board of Directors of the Company are seeking for suitable persons
with appropriate know how and experience in real estate industry for appointment as
Independent Directors of the Company.
Accordingly in the absence of Independent Directors in the Company, no
Familiarisation Programme was imparted during the year under review.
20. Board Evaluation:
The provisions of section 134(3)(p) of the Act read with rule 8(4) of
the Companies (Accounts) Rules, 2014 for having formal self-annual evaluation by the Board
of Directors is applicable to the Company.
The Board carries out an annual evaluation of its own performance, and
individual directors pursuant to the provisions of the Act and the Listing regulations.
The Evaluation process focuses on various aspects of the functioning of
the Board such as composition of the Board, Board oversight and effectiveness, performance
of Board, Board skills and structure, etc.
21. Committees of Board:
After the commencement of CIRP, the powers of the Board of Directors
including Committees of the Company stands suspended.
The Steering Committee had appointed Mr. Bhushan Vilaskumar Palresha
(DIN: 01258918) as a Managing Director of the Company with effect from 24th
August, 2023 for a period of five (5) years and appointed Mr. Sumit Ramesh Diwane (DIN:
10076052) and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) as an Additional
Non-executive Directors of the Company with effect from 24th August, 2023.
Ms. Pooja Praveen Shukla (DIN: 07234687) was appointed as an Additional
Non-Executive Women Director and Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) resigned
from the post of Non-Executive Director of the Company with effect from 6th
March, 2024.
The Board of Directors of the Company are seeking for suitable persons
with appropriate knowledge and experience in real estate industry for appointment as
Independent Directors of the Company in order to complete the Composition of Board of
Directors of the Company.
The required Committees as per the provisions of Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 shall be established after the completion of the
Composition of the Board of Directors of the Company.
22. Details in respect of adequacy of internal financial control with
reference to the financial statements:
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in Management Discussion and Analysis,
which forms part of this Report.
23. Number of Board Meetings and Committee meetings:
In terms of Section 17 of the Code, on commencement of the Corporate
Insolvency Resolution Process (CIRP), the powers of the Board of Directors stands
suspended and the same are being exercised by the Resolution Professional.
During the part of the year, prior to the approval of the resolution
plan of the Company, the management of the affairs of the Company has been vested with
Resolution Professional.
As per the approved Resolution Plan, a Steering Committee was
constituted for the implementation of the Resolution Plan. During the year under review,
Ten meetings of Steering Committee were held on following dates :
Sr. No. |
Date of Meeting |
Total Number of Members of Steering
Committee associated as on the date of meeting |
Attendance |
|
|
|
Number of Members of Steering Committee
attended |
% of attendance |
1. |
14th July, 2023 |
04 |
04 |
100% |
2. |
28th July, 2023 |
04 |
04 |
100% |
3. |
7th August, 2023 |
04 |
04 |
100% |
4. |
14th August, 2023 |
04 |
04 |
100% |
5. |
24th August, 2023 |
04 |
04 |
100% |
6. |
8th September, 2023 |
04 |
04 |
100% |
7. |
21st September, 2023 |
04 |
04 |
100% |
8. |
27th September, 2023 |
04 |
04 |
100% |
9. |
9th October, 2023 |
04 |
04 |
100% |
10. |
13th October, 2023 |
04 |
04 |
100% |
During the year under review, Six Board meetings were held on following
dates :
Sr. No. |
Date of Meeting |
Total Number of Directors associated as on
the date of meeting |
Attendance |
|
|
|
Number of directors attended |
% of attendance |
1. |
20th October, 2023 |
03 |
03 |
100% |
2. |
13th November, 2023 |
03 |
03 |
100% |
3. |
19th December, 2023 |
03 |
03 |
100% |
4. |
29th December, 2023 |
03 |
03 |
100% |
5. |
14th February, 2024 |
03 |
03 |
100% |
6. |
6th March, 2024 |
03 |
03 |
100% |
The maximum time gap between any two meetings did not exceed 120 days.
Details of the Board of Directors and Attendance Record of Directors
during the financial year ended March 31, 2024 are as under:
Name of director |
No. of meetings held |
No. of meetings Attended |
Mr. Bhushan Vilaskumar Palresha, Managing Director |
6 |
6 |
Mr. Sumit Ramesh Diwane, Non-Executive Director |
6 |
6 |
Mr. Umesh Shankarlalji Kankaria*, Non-Executive Director |
6 |
6 |
Ms. Pooja Praveen Shuka#, Additional Non-Executive Women
Director |
0 |
0 |
*Mr. Umesh Shankarlalji Kankaria (DIN: 08039396) resigned from the post
of Non-Executive Director of the Company with effect from 6th March, 2024.
# Ms. Pooja Praveen Shukla (DIN: 07234687) was appointed as an
Additional Non-Executive Women Director with effect from 6th March, 2024.
24. Details pertaining to remuneration as required under section
197(12) of the Companies Act, 2013.
At present, there are no employees on payroll of the Company and
further during the part of the year the Company was under Corporate Insolvency Resolution
Process (CIRP) under the Insolvency and Bankruptcy Code 2016 (IBC) and the Company had
incurred losses due to which no remuneration was paid to the Directors of the Company.
In view of the above, the particulars of ratio of remuneration of each
director to median remuneration of the employees of the Company for the financial year
under report, percentage increase in remuneration to each Director and Key Managerial
Personnel ("KMP"), etc. more particularly described under Section 197(12) of the
Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are not applicable.
25. Auditors:
a) Statutory Auditor:
At the 31st Annual General Meeting (AGM) M/s P P S C O &
Associates, Chartered Accountants (Registration No. 107356W), were appointed as the
Statutory Auditors of the Company for a period of five (5) years to hold office up to the
conclusion of 36th Annual General Meeting of the Company to be held in the year
2027.
During the year under review, P P S C O & Associates Chartered
Accountants (Registration No. 107356W) had merged with A R T H A and Associates, Chartered
Accountants and the obligations as Statutory Auditors of the Company under shall be in the
name of "A R T H A and Associates" for the remaining period of their tenure.
The Auditors? Report and notes to the financial statements
referred in the Auditors Report are selfexplanatory and therefore do not call for any
further comments under Section 134 of the Companies Act, 2013. The Auditors? Report
is enclosed with the financial statements in this Annual Report.
b) Cost Auditor:
The Company is not required to appoint Cost auditor for the Financial
Year 2023-2024 in terms of provisions of section 148 of the Act read with Companies (Cost
Records and Audit) Rules, 2014.
c) Secretarial Auditor & Secretarial Compliance Report:
The Board of Directors in its meeting held on 20th October 2023
appointed M/s. Gajab Maheshwari and Associates, Company Secretaries as the Secretarial
Auditor of the Company under section 204 of the Act read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the F.Y. 2023-2024.
Report of the Secretarial Auditor in form MR-3 is attached to this
Annual Report as Annexure-1?.
The observations by the Secretarial Auditors and the response by the
Management of the Company are mentioned hereunder.
(a) During the year, there was no adequate composition of the Board of
Directors in the Company. Management response: The Company is in due process of
appointment of Independent Directors.
(b) During the year, there was no Audit Committee, Nomination and
Remuneration Committee, Risk Management Committee and Stakeholder Relationship Committee.
Management response: The Company is in due process of appointment of
Independent Directors and thereafter shall form Committees as required under Companies
Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
(c) During the year, the Company had not filed Corporate Governance as
required under regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the quarter ended 30th June, 2023, 30th
September, 2023, 31st December, 2023 and 31st March, 2024.
Management response: The Company that the Company is the process of
appointing directors and form adequate Composition of Board. Further the Corporate
Governance is required to be filed in XBRL format only due to which the report were not
filed by the Company.
Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 08,
2019, issued by the Securities and Exchange Board of India (SEBI), the Company has
obtained Annual Secretarial Compliance Report from a Practicing Company Secretary (PCS) on
compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under
and the copy of the same has been submitted with the Stock Exchanges within the prescribed
due date.
26. Annual Return:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for F.Y. 2022-23 is
available on Company?s website at www.dskcirp.com
Further, Annual Return of the Company for the F.Y. 2023-24 will be
filed with the Ministry of Corporate Affairs within the prescribed timeline and a copy of
the same shall be uploaded on the website of the Company at www.dskcirp.com
27. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The Company has no information to furnish with respect to conservation
of energy, technology absorption, Foreign Exchange Earnings and Outgo, as are needed to be
furnished under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts)
Rules, 2014.
28. Corporate Governance:
The Company is committed to maintain high standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report
on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms an Integral part this Annual Report. Requisite
Certificate from the Auditors of the Company confirming compliance with the conditions of
Corporate Governance is attached to this Annual Report as Annexure-2?.
A certificate from a practicing Company Secretary on compliance(s) with
the corporate governance norms forms part of the Corporate Governance Report.
29. Management Discussion and Analysis Report:
Management Discussion and Analysis Report as stipulated under the SEBI
Listing Regulations is presented in a separate section forming part of this Annual Report.
30. Change in Registered office of the Company
During the year under review, the registered office of the Company was
shifted from 1187 /60 J M Road, Shivaji Nagar, Pune, Maharashtra 411005 to Unit No. 301, 3rd
Floor, Swojas One, Kothrud, Pune 411038 with effect from 20th October, 2023.
31. Significant / Material orders passed by the regulatory etc.:
Except as disclosed in this report and commencement of CIRP under the
Code, during the year under review, no material orders were passed by Regulators/ Courts /
Tribunals during the period impacting the going concern status and Company?s
operations in future.
However, the resolution plan submitted by Ashdan Properties Private
Limited, Classic Promoters & Builders Private Limited and Atul Builders was approved
by the Hon?ble National Company Law Tribunal, Mumbai Bench vide Order No. CP (IB) NO.
1633/MB/C-I/2019 dated June 23, 2023 (Certified Copy received on June 30, 2023).
32. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Company is under Corporate Insolvency Resolution Process (CIRP)
and there are no employees in the Company. However, the Company has in place Policy on
Prevention of sexual harassment in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013?. The Policy provides for protection against sexual harassment of women at
workplace and for prevention and redressal of such complaints.
33. Corporate Social Responsibility:
The provisions of section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.
34. Secretarial Standards:
The Company is in compliance with the mandatory Secretarial Standards.
35. Insolvency and Bankruptcy Code, 2016 :
There are no application made under the Insolvency and Bankruptcy Code,
2016 against the Company during the year.
The Hon?ble NCLT vide its order dated September 26, 2019 allowed
initiation of CIRP of the Company and Mr. Manoj Kumar Agarwal, IP Registration No.
IBBI/IPA-001/IP-P00714/2017-2018/11222 was appointed as the Interim Resolution
Professional ("IRP") for the Company.
The resolution plan submitted by Ashdan Properties Private Limited,
Classic Promoters & Builders Private Limited and Atul Builders was approved by the
Hon?ble National Company Law Tribunal, Mumbai Bench vide Order No. CP (IB) NO.
1633/MB/C-I/2019 dated June 23, 2023 (Certified Copy received on June 30, 2023).
36. Voluntary revision of Financial Statements or Board?s Report:
The Company has not revised its Financial Statements or its
Board?s Report during the year under review.
37. No One Time Settlement of Loans
During the year under review, there has been no one time settlement of
loans taken from banks and financial institutions.
38. Acknowledgement:
Your directors wish to convey their appreciation to the shareholders,
Banks, dealers, investors, other business associates and all other stakeholders for their
continuous trust and support.