D S Kulkarni Developers Ltd Directors Report.
Your Directors have pleasure in presenting their 25th Annual Report of the Company for the year ended 31st March, 2016.
|Operating Income & Increase in stocks||43,744.23||35,603.38||43,840.67||35,782.54|
|Profit before tax||2,677.68||3,181.26||1,931.33||2,817.79|
|Less : Provision for tax/deferred tax||(1,275.04)||(1,330.82)||(1,274.79)||(1,330.67)|
|Profit after tax||1,402.64||1,850.44||656.54||1,487.12|
|Add : Balance of Profit Brought forward||16,547.44||15,778.70||14,007.93||13,602.52|
|Profit available for Appropriation||17,950.08||17,629.14||14,664.47||15,089.64|
|Prior Year Adjustments||(156.94)||(24.26)||(156.69)||(24.26)|
|Tax on Dividend||(65.66)||(65.66)||(65.66)||(65.66)|
|Debenture Redemption Reserve||(669.29)||(669.29)||(669.29)||(669.29)|
|Balance of Profit carried to Balance Sheet||16,735.69||16,547.44||13,450.07||14,007.93|
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 all that appropriations, have been retained in the Profit and Loss Account.
STATE OF THE COMPANY’S AFFAIRS:
The total standalone income for the year ended 31st March, 2016 was Rs. 43,744.23 Lacs up by 23% from the earlier year, however the standalone profit after tax stood atRs.1,402.64 Crores decreased by 24%. The profitability was affected due to lower than expected sale and price realizations, comparatively higher fixed costs, marketing expenses and interest charge, amongst others.
The year witnessed launch of three projects for 19,576 sq. ft. of salable area comprising of 1190 units. The projects were launched in different locations within the Pune Metropolitan Development Region.
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/-.
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. From the 11 single house bungalows constructed, 10 bungalows have already been sold. The WOS is having a piece of land in New Jersey where upon a construction project of 8 single houses has been started of which construction of one house is in progress. During the FY 2015-16, the Company has made a provision of Rs.1113.84 Lacs towards doubtful advances and Rs. 509.50 Lacs towards investment impairment.
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. Of the total 133 units, 79 units have been sold so far.
The fourth subsidiary is DSK Infra Pvt. Ltd. DSK Infra is retained as a SPV (Special Purpose Vehicle) for future use and is currently not in the operation.
This Annual Report contains the standalone financial statements and reports of D.S and the consolidated financial statements. The statement giving salient features of the financial statements of the Company’s subsidiaries, as per the first proviso to sub-section (3) of Section 129, is given in Form AOC-1 attached to this Report as Annexure 1.
PROJECTS UNDER DEVELOPMENT:
Following sites are at different stages of planning, development and/or construction as on the date of this Report:
|Sr. No.||Project Name||Location of project||Saleable area in sq,ft||Total Units|
|1||DSK Dreamcity - Waterfall Residence||Pune-Solapur Road, Next to Hadapsar, Pune-412308||1514712||1044|
|2||DSK Dreamcity - Breeze Residence||Pune-Solapur Road, Next to Hadapsar, Pune-412308||624411||921|
|3||DSK Meghmalhar||DSK Vishwa, Sinhgad Road, Pune||424732||513|
|4||DSK Vishwa Villa||DSK Vishwa, Sinhgad Road, Pune||52534||10|
|5||DSK Aanandghan||DSK Vishwa, Sinhgad Road, Pune||651470||766|
|6||DSK Gold Leaf||Baner, Pune||41358||14|
|7||DSK Vedant||Magarpatta Road, Hadapsar Pune.||132045||96|
|8||DSK Garden Enclave||Off NIBM Road, Kondhwa, Pune||52870||44|
|9||DSK Madhukosh||Andheri (E), Mumbai||163120||173|
|10||DSK Nandanvan||Pirangut, Pune||168916||190|
|11||DSK Mayurban||Pirangut, Pune||126862||144|
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. Shirish 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. D. S Kulkarni, who is the Chairman and who also holds the office of the Managing Director of the Company was re-appointed by the Board as the Managing Director for a further period of five years from 1 st October, 2016. Member’s approval is being sought for his re-appointment.
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.
Dr. Madhura Chatrapathy was appointed for a term of 5 years in the Annual General Meeting held on
29th September, 2015 and continues to hold her office. As regards Key Managerial Persons, Mr. Nitin Deshpande, Chief Financial Officer (CFO) and Mr. Amol Purandare, Company Secretary continue to hold their respective offices.
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.
Deposits accepted during the year: Nil
Outstanding deposits as on 31st March, 2016: Rs. 3386.47 Lacs
Deposits remained unpaid as at the end of the year: Nil
Deposits remained unclaimed as at the end of the year: Rs. 187.90 Lacs
There has been no default in payment of matured Fixed Deposits or Fixed Deposit interest during the year.
There are no deposits which are not in compliance with the requ irement of Chapter V of the Act.
None of the fixed deposits which have matured have remained unpaid.
The equity shares of the Company are listed on the BSE Limited and National Stock Exchange (NSE). The Secured Redeemable Non-Convertible Debentures of the Company are listed no BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 2 which forms an integral part of this Report.
NUMBER OF BOARD MEETING: The Board met four (4) times during the year under report; the details of which are given in the Report on Corporate Governance which forms a part of this Report. The intervening gap between any two Board meetings was within the period prescribed by the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. In addition, a meeting of Independent Directors was also held on 25th March, 2016.
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. 39 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 2016 and the date of this report. The Real Estate (Regulation and Development) Act, 2016 was notified in the Official Gazette on 26 th March, 2016 by the Central Government. The real estate activity of the Company will be regulated according to this legislation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: CONSERVATION OF ENERGY AND WATER:
Since the Company operates into real estate development business, the Company does not involve heavy equipment and machinery, still efforts go in towards energy conservation and preservation of nature right from the design stage of a housing project. 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, 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. 362.14 Lacs (previous year Rs. 279.86 Lacs). The total Foreign Exchange outgo was Rs. 2098.35 Lacs (previous year Rs. 156.89 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 well defined delegation of power with authority limits defined for approving expenditure as well as accepting booking for sale of dwelling units. The Company uses an ERP system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. The Company has continued with its efforts to align the processes and controls while incorporating best practices. In the light of complexities of business, there is a continuous process of review and approval of policies at Board level.
The Company has Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, lessen, adverse impact on the business objectives and enhance the Company’s competitive advantage. The real estate industry especially the residential segment of it is in a slowdown mode. Please refer to the Management Discussion and Analysis Report section for a detailed discussion. There is no immediate threat to the existence of the Company. The Company has a Risk Policy which identifies various risks, as approved by the Board and the same is uploaded on the Company’s website under following weblink: http://dskdl.com/wp-content/uploads/Risk-Policy.pdf
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 sixth Annual General Meeting of the Company to be held in the year 2017. The ratification of appointment of the Statutory Auditor was recommended by the AuditCommittee at its meeting held on 24th May, 2016. M/s Gokhale, Tanksale & Ghatpande have, under Section 139(1) and 141 of the Companies Act, 2013 and the Rules framed thereunderfurnished certificateof their eligibility and consent for re-appointment. As required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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:
Referring to the Annexure A to Independent Auditors’ report to the Members of the Company on the standalone Financial Statements, serial number (vii) Payment of Statutory dues, the real estate industrial scenario has been discussed in the Board’s Report and the Management Discussion and Analysis Report. There have been Cashflow mismatches, which have resulted and continue to result, in delays in payment of statutory dues.
The undisputed statutory dues of Rs. 21.53 Crores (including arrears of advance tax) as on 31st March, 2016 will be paid in installments considering cash-flow feasibility.
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 & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year 2015-16. The Report of the Secretarial Audit Report is annexed herewith as Annexure 4.
Further, it is necessary to appoint Secretarial Auditors for the year 2016-17. The Audit Committee as well as the Board of Directors have recommended continuation with the appointment of M/s. Kanj & Associates as
Secretarial Auditor for the year 2016-17 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 has not mentioned Corporate Identification Number (CIN), Fax number, email and website address in some of the notices of Board meetings and Quarterly financial results published by theCompany in Newspapers.
Response: The Corporate Identification Number (CIN), Fax number, email and website address were inadvertently missed in few notices and Quarterly financial results published by the Company inNewspapers. The Company is trying to standardize the aforesaid details for notices, etc., so that they are not missed out in future.
2. The Company has not regularly circulated draft minutes of the Board and the committee meetings within 15 days from the respective date of meetings. The proof of delivery of Notices, Agenda & Notes to Agenda to all the directors / committee members be maintained.
Response: The Company has been circulating board meeting papers, etc. The Company is taking efforts for adopting the Board processes as per the new Secretarial Standard SS-1,
3. The Company at its Board meeting dated 20.07.2015 had passed a resolution for extension of time to give loan to its wholly owned subsidiary in United States of America under section 186. Company has yet to file form MGT 14. However company is of the view that since it is not a decision to make fresh loan, Form MGT-14 is not required to be filed with the Ministry of Corporate Affairs.
Response: The Company informs that the additional investment made by the Company in its wholly owned subsidiary was approved by the Board of Directors on 8th August, 2012 and the resolution passed on 20th July, 2015 is only for extension of time for making investment and is not fresh a freshly adopted resolution for investment in the wholly owned subsidiary. Hence in its opinion the Company was not required to file Form MGT 14 to the MCA.
4. In one case inMarch,2016,sharecertificate(after processing transfer of shares) was issued with a delay of 10 days. The newly appointed RTA namely Link Intime India Private Limited have not received the complete records from the earlier RTA of the company viz. Sharepro Services India Pvt. Ltd.
Response: There was administrative delay by Sharepro Services India Pvt. Ltd., Registrar and Transfer Agents. Since SEBI has, vide its interim order dated 22nd March, 2016, ordered all the clients of Sharepro Services India Pvt. Ltd. to shift their activities related to an issue and share transfer agent to another registrar, the Company has appointed Link Intime India Pvt. Ltd. as new registrar. The handing over of documents and data is in process.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the practicing of corporate governance as stipulated in Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance 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.
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed Audit Committee which comprises of the following Directors:
1. Mr. V. C. Joshi, Chairman
2. Dr. M. K. P. Setty, Member
3. Mr. K. K. Taparia, Member
The transactions entered into with the related parties as defined23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year were in the ordinary course of business and on an arm’s length basis. There were no materially significant transactions with related parties during the year which were in conflict with the interest 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://dskdl.com/wp-content/uploads/RELATED-PARTY-TRANSACTION-POLICY_ version-2.pdf None of the Directors has any individual 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 established a vigil mechanism detailed in a document named Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The details of the said Vigil Mechanism Policy are 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 Company has a Nomination & Remuneration Policy for nomination and remuneration of Directors, Key Managerial 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 Company has 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 Company has its own Performance Evaluation Policy for undertaking evaluation of every Director’s performance. The Nomination and Remuneration Committee (NRC) has been obligated to carry out evaluation of every Director’s performance. Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 a policy on Prohibition of Sexual Harassment 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 Company has 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://dskdl.com/wp-content/ uploads/Code_of_conduct_for_Directors_Senior_Management_Personnel.pdf
All Board members and senior management personnelaffirmcompliance with the code of conduct. The AnnualReport 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.
RESIDUAL DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER
There is no change in the nature of business of the Company.
There is no change in the composition of Board of Directors and the Key Managerial Personnel during the year.
There is no change in the subsidiaries of the Company during th e year.
The Company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
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 gratitudetothefinancialinstitutions and banks, housing and mortgage finance customers, suppliers, architects, contractors and labourers, for the confidence shown in the Company and cooperation given. Your Directors are appreciative of performance of the employees at all level in furtherance of the business of the Company. Last but not the least, your Directors express their profound thankfulness to the shareholders, debenture holders and fixed deposit holders for their support to the Board of Directors in managing the affairs 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: 24th May, 2016||DIN 00394027|
D. S. Kulkarni Developers Ltd.
Form AOC I
Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies ( Accounts) Rules, 2014 Statement containing salient features of the financial statement of subsidiaries Part A : Subsidiaries
|1||Name of subsidiary||DSK Developers Corporation||DSK Woods LLC||DSK Infra Pvt. Ltd.||DSK Southern Projects Pvt. Ltd.|
|2||Reporting period for the subsidiary concerned, if different from the holding company’s reporting period||31.03.2016||31.03.2016||31.03.2016||31.03.2016|
|3||Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries||INR/1USD- 66.3329||INR/1USD- 66.3329||INR||INR|
|5||Reserves & surplus||(2,288.96)||(2,736.39)||(30.35)||(1,965.53)|
|10||Profit before taxation||(333.11)||(761.14)||(0.82)||(291.63)|
|11||Provision for taxation||-||-||0.25||-|
|12||Profit after taxation||(333.11)||(761.14)||(0.57)||(291.63)|
|14||% of shareholding||100.00||100.00||100.00||100.00|
1 Names of subsidiaries which are yet to commence operations - Nil
2 Names of subsidiaries which have been liquidated or sold during the year - Nil
Part B : Associates & Joint Ventures
The company does not have any associate company or joint venture company as on 31-03-2016
|For Gokhale, Tanksale & Ghatpande||For & on behalf of the Board of Directors|
|Firm Registration No: 103277W|
|D. S. Kulkarni||V. C. Joshi|
|DIN 00394027||DIN 00549735|
|Chairman & Managing Director||Director|
|S. M. Ghatpande|
|Partner||N. V. Deshpande||Amol Purandare|
|Membership No. 30462||Chief Financial Officer||Company Secretary|
|Place: Pune||Place : Pune|
|Date: 24th May, 2016||Date: 24th May, 2016|
Particulars of employees
Information as per Rule 5 of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 andthe comparison of remuneration of each KeyManagerial Personnel (KMP) against the performance of the Company are as under:
|Sr. No.||Name of Director/ KMP||Remuneration for FY 2015-16 (Rs. in Lacs)||% increase in remuneration of each Director / KMP in FY 2015-16||Ratio of remuneration of each Director/ to median remuneration of employees||Comparison of the remuneration of KMP against the performance of the Company|
|1||Mr. D. S. Kulkarni Chairman & Managing Director||299.37||(4.13)||112.65||Turnover increased by 123.46% and PBT decreased by 15.83% in FY 2015-16|
|2||Mr. Shirish Kulkarni Executive Director||62.11||117.17||23.37|
|3||Mr. V. C. Joshi||4.20||NA||NA||NA|
|4||Dr. M. K. P. Setty||3.20||NA||NA||NA|
|5||Mr. K. K. Taparia||1.40||NA||NA||NA|
|6||Mr. R. D. Kharosekar||1.20||NA||NA||NA|
|7||Dr. Madhura Chatrapathy||0.80||NA||NA||NA|
|8||Mr. Nitin Deshpande Chief Financial Officer||22.34||(2.74)||NA||Turnover increased by 123.46% and PBT decreased by 15.83% in FY 2015-16|
|9||Mr. Amol Purandare Company Secretary & Compliance Officer||13.70||11.20||NA|
Amount paid to Independent Directors is by way of sitting fees only and hence not considered as remuneration.
Turnover for FY 2015-16 is Rs. 19555.02 Lacs and profit before tax isRs. 2677.68 Lacs.
1) The percentage increase in the median remuneration of employees in the financial year 2015-16 is 13.97 %.
2) The number of permanent employees on the rolls of company as on 31st March, 2016 are 464.
3) The Turnover for the FY 2015-16 increased by 123.46%andprofitbefore tax decreased by 15.83% whereas the average increase in remuneration was by 7.20%.
4) Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the company: The average total remuneration of KMP increased by 5.68% from Rs. 376.15 Lacs in FY 2014-15 to Rs. 397.52 Lacs in FY 2015-16 whereas the turnover for the FY 2015-16 increased by 123.46 % and profit before tax decreased by 15.83 % for FY 2015-16.
5) There is a decrease in the market capitalization of the company by 0.05 % as compared to last year. The market capitalization as on 31st March, 2016 was Rs. 187 Crores (Rs. 196 Crores as on 31st March, 2015).
The Company had come up with a Composite Issue (Public issue & Rights Issue) in May, 2006. The Public Issue price was Rs. 275/- per share and the Rights Issue price was Rs. 110/- per share. The share price as on 31st March, 2016 was Rs. 72.45/- per share. There is a decrease of 73.65 % in share price as compared to the Public Issue price and 34.14% as compared to the Rights Issue price as on 31.03.2016.
6) Price earnings ratio of the Company was 13.32 as at 31st March, 2016 and was 10.60 as at 31st March, 2015 (price per share/ EPS)
7) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year was 6.78 % whereas the increase in the managerial remuneration for the same financial year was 122.04 %.
8) The key parameters for any variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination & Remuneration Committee as per the Nomination & Remuneration Policy for Directors and Human Resources and approved by the members in General Meeting. As per the terms and conditions approved by the members in the General Meeting the Managing Director and Executive Director of the Company are eligible for a commission (variable pay) of 0.05% of the Net Profits of the Company.
9) There are no employees receiving salary greater than the highest paid Director of the Company.
10) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KeyManagerial Personnel and other Employees of the Company.
11) The following are the particulars of employees that are required to be given pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
|Name||Age||Educational qualification||Designation||Date of joining||Previous employment||Gross remuneration Rs. In lacs||Net remuneration Rs. In lacs||Percentage Shareholding|
|D. S. Kulkarni||65||B.Com.||Chairman & Managing Director||20/09/1991||None||299.38||204.83||22.20%|
|Shirish Kulkarni||31||PGDBM||Executive Director||27/07/2011||None||62.11||46.67||5.89%|
|Sharma Santosh Kumar||61||ME.||Director - Dream City||02/01/2012||Sai Rang Developers Pvt. Ltd.||67.60||47.72||NIL|
|For & on behalf of the Board of Directors of|
|D. S. KULKARNI DEVELOPERS LTD|
|D. S. Kulkarni|
|Chairman & Managing Director|
|Date: 24th May, 2016|