D S Kulkarni Developers Ltd Directors Report

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 30^th 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 31^st 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 27^th 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 27^th 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 06^th 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 21^st 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 21^st 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 20^th 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 6^th 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 30^th 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 31^st 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. 28^th 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 24^th 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 24^th August, 2023.

Further the members of the Company at the Extra-Ordinary General Meeting of the Company held on 21^st November 2023 confirmed the appointment Mr. Bhushan Vilaskumar Palresha (DIN: 01258918) as Managing Director of the Company with effect from 24^th 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 24^th 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 21^st 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 21^st 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 19^th 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 6^th 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 6^th March, 2024 was appointed as Non-Executive Director of the Company with effect from 4^th 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 4^th July, 2024.

The Directors and Key Managerial Personnel of the Company as on 31^st 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 24^th 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 24^th 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 6^th 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 6^th March, 2024.

# Ms. Pooja Praveen Shukla (DIN: 07234687) was appointed as an Additional Non-Executive Women Director with effect from 6^th 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 31^st 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 36^th 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 30^th June, 2023, 30^th September, 2023, 31^st December, 2023 and 31^st 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, 3^rd Floor, Swojas One, Kothrud, Pune 411038 with effect from 20^th 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.