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D.S. Kulkarni Developers Directors Report, DS Kulkarni Reports by Directors
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D.S. Kulkarni Developers
BSE: 523890|NSE: DSKULKARNI|ISIN: INE891A01014|SECTOR: Construction & Contracting - Housing
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« Mar 10
Directors Report Year End : Mar '11
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
 
 
 
Source : Dion Global Solutions Limited
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