D S Kulkarni Developers Ltd Directors Report.

To,

The members

D S Kulkarni Developers Limited (herein after referred as "the Company")

(Undergoing CIRP under IBC)

The Resolution Professional present the 29th Annual Report and the Financial Statements of the Company for the year ended 31st March, 2020.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

The Corporate Insolvency Resolution Process ("CIRP") was initiated, on a petition filed by Bank of Maharashtra against D S Kulkarni Developers Limited, which was admitted vide an Order dated September 26, 2019 ("Insolvency Commencement Date") of the Honble National Company Law Tribunal ("NCLT"), Mumbai, under the provisions Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("the Code").

The Honble 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 appointment of Mr. Manoj Kumar Agarwal was confirmed/approved as the Resolution Professional ("RP") of the Company by the Committee of Creditors ("CoC").

Under Section 17 of the of the Insolvency & Bankruptcy Code;

a. the management of the affairs of the company shall vest in the Resolution Professional.

b. the powers of the Board of Directors shall stand suspended and be exercised by the Resolution Professional.

c. the officers and managers of the company if any shall report to the resolution professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

d. the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.

1. Financial Summary:

The financial results of the Company for the year in comparison with the previous year are summarized below.

Description F.Y. 2019-20 Amount in lacs F.Y. 2018-19 Amount in lacs
Turnover - -
Other Income 5.64 649.17
Total Revenue 5.64 649.17
Less: Purchase of Stock in Trade - 2186.80
Less: Changes in inventories of finished - -
goods / stock in trade / Work in progress
Less : Employee Benefit Expenses - 26.22
Less: Office and Administration Expenses 79.44 75.84
Less: Selling Expenses - -
Less: Finance Costs 2711.30 3543.73
Less : Depreciation / Amortization 512.73 599.51
Less : Other Expenses - -
Less: CSR Expenses - -
Net Profit before exceptional items (3297.83) (5782.92)
Less: Exceptional items - -
Net Profit before Taxation (PBT) (3297.83) (5782.92)
Less: Current Tax - -
Less: Deferred Tax - -
Profit after Taxation(PAT) (3297.83) (5782.92)

2. Dividend:

The company is under Corporate Insolvency Resolution Process (CIRP), no Dividend has been recommended.

3. Transfer to Reserves:

No amount was proposed to be transferred to any of the reserves during the year.

4. Public Deposits:

During the year; the Company has neither accepted nor renewed any ‘Public Deposit within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

5. State of Companys affairs:

Proceedings of Corporate Insolvency Resolution Process under Insolvency and Bankruptcy Code 2016 (IBC)

In accordance with the applicable provisions of the Insolvency & Bankruptcy Code 2016 ("IBC Code") Corporate Insolvency Resolution Process ("CIRP") of the company was initiated by the National Company Law Tribunal Mumbai("NCLT") on 26th September 2019 and pursuant to Section 17 of the IBC the power of the Board of Directors of the company stood suspended and such powers are vested with the Interim Resolution Professional ("IRP") Mr. Manoj Kumar Agarwal to manage the affairs of the company.

Since the Board of Directors of the Company failed to submit the financials, and in view of the ongoing Corporate Insolvency Resolution Process, the resolution professional Mr. Manoj Kumar Agarwal, is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 and he hereby submits the following report:

There was no change in the nature of business of the Company. However, the company has stopped its operations the reason which has incurred losses of Rs.3297.83 lacs.

6. Subsidiary Company:

The company has 4 subsidiaries including 3 wholly owned subsidiaries. A report on the performance and the financial position of the subsidiaries associates and joint venture in Form AOC-1 is attached to this report as Annexure - 1. The current management is not having access to the details/documents/records/information required to prepare consolidated financial statements, hence the company has not prepared consolidated financial statements.

7. Associate Company:

The Company does not have any ‘Associate Company within the meaning of section 2(6) of the Act.

8. Directors & Key Managerial Personnel (KMP):

During the year there were no changes in the composition of Board of Directors of the company.

The requirement under section 134(3)(d) of the Act with respect to furnishing a statement on declaration to be given by Independent Director(s) is not available in records of the Company.

9. Companys Policy on Directors Appointment, Remuneration etc.:

The provisions of section 178 of the Act stipulating having Nomination & Remuneration Committee are applicable to the Company. However, there were no records of Nomination & Remuneration Committees meetings found during the year.

10. 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 also applicable to the Company. However; the Board has not carried out the requirement stated under the above section.

11. Number of Board Meetings:

There were no records found of any meetings held by the Board of Directors or of any Committees formed by the Board, during the year. Furthermore, notices and attendance register of those respective meetings were also no found in record.

12. Directors Responsibility Statements:

The Honble National Company Law Tribunal (NCLT) had admitted the petition for initiating the Corporate Insolvency Resolution (CIR) Process under the provisions of the Insolvency Bankruptcy Code 2016 (IBC). Further vide the aforesaid NCLT order (Communicated on 21st November 2017) and pursuant to Section 17 of the IBC the powers of the Board of Directors stood suspended and such powers were vested with the Interim Resolution Professional Mr. Manoj Kumar Agarwal.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act 2013 with respect to Directors Responsibility Statement it is hereby confirmed by the Resolution Professional that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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) 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 annual accounts on a going concern basis; and

(e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Auditors:

a) Statutory Auditor:

Members of the Company at the Annual General had appointed Gokhale, Tansakle & M/s Gokhale, Tanksale & Ghatpande, Chartered Accountants, (Registration No.103277W), the Statutory Auditors of the Company were appointed for a term of 3 years in the Annual General Meeting held on 30th September, 2014 i.e. from FY 2014-15 till the FY 2016-17.

On initiation of Corporate Insolvency Resolution Process under the provisions Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("the Code"), the powers of Board of Directors of the Company are suspended and same are being exercised by the Resolution Professional. The Committee of Creditors ("CoC") in its Meetings (detailed below) appointed M/s R.C. Jain & Associates LLP, Chartered Accountants,(FRN 103952W/W100156) as Statutory Auditor, to finalised for audit.

CoC Meeting held on November 18, 2019, appointed the Statutory Auditor of the Company for the FY 2017-18, FY 2018-19 and from April 1, 2019 to September 26, 2019.

CoC Meeting held on meeting held on May 6, 2020, was appointed from period September 27, 2019 to March 31, 2020

Further, pursuant to the provision of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditor of the Company should be made for a term of Five consecutive years. Hence, Members are request to ratify all the resolutions passed for the appointment of M/s R.C. Jain & Associates LLP, Chartered Accountants, as the Statutory

Auditor of the Company by the Committee of Creditors ("CoC") constituted under the

Insolvency and Bankruptcy Code, 2016 read with other applicable rules and regulation made thereunder and Resolution Professional and appoint the said Statutory Auditor of the Company to hold office for the period of Five years i.e. from the Financial Year 2017-18 to 2022-23 respectively.

The observations addressed by the Auditors are self-explanatory and in response your Directors submit that most of occurrences were due to the paucity of administration staff and financial challenges that the Company is passing through. Your Directors have considered the issues addressed by the Auditors and are taking necessary steps to obviate such occurrences.

b) Cost Auditor:

The provisions of section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company has not appointed the Cost Auditor.

c) Secretarial Auditor:

The provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are applicable to the Company. Accordingly, the Company has appointed M/s Mihen Halani and Associates as the Secretarial Auditor.

15. Particulars of Loan(s), Guarantee(s) or Investment(s) made under section 186 of the Act:

During the year under review the Company has not granted any loans nor made any investments.

16. Statement concerning development and implementation of risk management policy:

Your Company could not recognize that risk is an integral part of any business and the Board of Directors were not committed to managing the risks in a proactive and efficient manner.

17. Vigil Mechanism:

The Company had adopted a Vigil Mechanism in form of whistle blower policy. At present there are no employees on the roll of the Company and the Company is under CIRP.

18. Internal financial controls with reference to the Financial Statements:

At present there are no employees on the roll of the Company and the Company is under CIRP.

19. Significant / Material orders passed by the regulatory etc.:

During the year under review, in accordance with the applicable provisions of the Insolvency & Bankruptcy Code 2016 ("IBC Code") Corporate Insolvency Resolution Process ("CIRP") of the company was initiated by the National Company Law Tribunal Mumbai("NCLT") on 26th September 2019 vide CP 1633(IB)/MB/2019.

20. Annual Return:

The extract of the Annual Return as needed to be provided in pursuant to the provisions of section 92 read with rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 1 to this Report.

21. Particulars of contracts or arrangements made with related parties:

During the year the Company has entered into any transaction or arrangement falling under provisions of section 188 of the Act.

The Form AOC-2 pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure2 to this Report.

22. 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.

23. Corporate Social Responsibility:

Given stressed financial condition of the business, the Company does not have to make any obligatory contributions towards CSR from a regulatory perspective.

24. Disclosure relating to remuneration:

The information in pursuance of rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of remuneration of employees of your Company could not be found in records.

25. General:

During the year;

i) the Company has not issued Equity shares with differential rights as to dividend, voting or otherwise;

ii) the Company does not have any ESOP scheme for its employees / Directors;

iii) the Company has not bought back any of its securities;

iv) the Company has not issued any Sweat Equity Shares;

v) the Company has not issued any Bonus Shares.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always been committed to provide a safe and dignified work environment for its employees; which is free of discrimination, intimidation and abuse. During the year under review there were no records of any complaint of sexual harassment being received by the company.

27. Corporate Governance Report:

The Corporate Governance Report for Financial Year 2018 -19 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as Listing Regulations) forms part of the Annual Report. The certificate from a practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.

28. Secretarial Standards:

The Company does not have in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

29. Management Discussion and Analysis Report:

In the absence of information about the performance of the Company from the Board, the Management Discussion and Analysis Report could not be produced before the Members.

30. Indian Accounting Standards:

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) according to which, certain class of companies, which inter - alia included all listed companies whose accounting period begins on or after April 1, 2016, are required to comply with Ind AS. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For Jyoti Structures Limited, Ind AS is applicable form April 1, 2016, with a transition date of April 1, 2015 and IGAAP as the previous GAAP.

Accordingly, Standalone Financial Statements of the Company for the Financial Year 2019-20 have been prepared as per IND AS.

31. Acknowledgement:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company. The Directors wish to convey their appreciation to the Banks dealers and other business associates and the shareholders for their continuous trust and support.

For D S Kulkarni Developers Limited
(Company under Corporate Insolvency Resolution Process)
Date:12th December 2020 Sd/-
Place: Mumbai Mr. Manoj Kumar Agarwal
Resolution Professional
IBBI/IPA-001/IP-P00714/2017-2018/11222