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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