qvc realty co ltd Directors report


The Board of Directors hereby submits the report of the Business and operations of your Company (‘the Company’ or ’QVC’), along with the audited financial Statements, for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results:

All amounts in lakhs

Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Consolidated Standalone Consolidated Standalone
Profit before taxes 1,038.61 1,101.58 557.45 682.10
Profit after taxes 766.17 829.31 351.31 475.95
Balance brought forward 1,680.02 1,646.60 1,991.54 1817.13
Transfer to Capital Redemption Reserve 10.73 10.73 18.38 18.38
Balance carried over to Balance Sheet 1,863.57 1,903.19 1,670.12 1,646.60

2. Consolidated Operations:

Revenue from consolidated operations for the financial year ended 31st March 2018 was Rs. 5,151.48 Lakhs as against Rs. 4,087.39 Lakhs during the previous year, resulting in profit before tax of Rs. 1038.61 Lakhs and profit after tax of Rs. 766.17 Lakhs against Rs. 557.45 Lakhs and Rs. 351.30 Lakhs respectively in the previous year. The performance of Subsidiaries/ Associates / Joint Ventures as required u/s. 129(3) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 is provided in the prescribed format AOC-1 is appended as Annexure I to this report.

3. Standalone Operations:

Revenue from standalone operations during the year was Rs. 5,111.15 Lakhs as against Rs. 3,765.34 Lakhs in the previous year. Profit before tax was Rs. 1101.58 Lakhs against Rs. 682.10 Lakhs and profit after tax was Rs. 829.31 Lakhs against Rs. 475.95 Lakhs in the previous year.

The Financial summary as required u/s. 134(3) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 is provided in the prescribed format AOC - 3 in Annexure II to this report.

4. Dividend:

Your Directors do not recommend any dividend on the Equity Shares of the Company with a view to plough back the profits. However, payment of the fixed dividend of 0.001% P.A. payable on the Preference Shares issued by the Company is declared for the financial year 2017-18 amounting to Rs.392/-,including dividend tax of Rs. 66/-.

5. Share Capital:

During this year 2017-18, the Company redeemed 1,07,335 Optionally Redeemable Preference Shares (ORPS) ofRs.l0/-each at a premium of Rs. 523.58 aggregating to Rs. 5,61,98,459/-. Transfer to Capital Redemption Reserve Rs. 10,73,350 was made out of the profits as statutorily required.

6. Material Changes and Commitments Affecting the Financial Position of the Company:

There have been no material changes or commitments, 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 this reporting.

7. State of affairs of the Company:

QVC Realty Co. Limited (Formerly known as QVC Realty Co. Private Limited) having CIN: L45208KA2007PLC041581, PAN: AAACQ1477G having its registered office at 619, Aceron Tervezo, First Floor, 6th B Main, Indiranagar, 2nd Stage, Bengaluru 560038 (Formerly No. 89/1, Raja Ikon Building, 2nd Floor, Marathahalli Ring Road, Bengaluru, Karnataka 560037) is engaged in the business of Real estate development activities. On June 4, 2014, the Company has been accorded approval for conversion from a Private Limited to Public Limited and listed on Small and Medium Enterprises (SME) Platform of the National Stock Exchange.

The SME Platform of the Exchange is intended for small and medium sized Companies with high growth potential. The SME platform of the Exchange shall be open for SMEs whose post issue paid up capital shall be less than or equal to Rs. 25 Crores. The Platform is expected to offer a new and alternate asset class to informed investors having longer investment horizon. The Platform shall allow new, early stage ventures and small quality companies to raise much needed growth capital as they grow, mature and transit to the Exchanges main board.

The Company also has a office in Gurgaon at Technopolis, Tower B, 1st Floor, Golf Course Road, Sector 54, Gurgaon 122022.

8. Listing:

Equity shares of your Company continue to be listed in the Institutional Trading Platform of SME segment of the National Stock Exchange of India Limited, SME EMERGE ITP, Exchange Plaza, 5th Floor, Plot No. C/l, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 effective October 21, 2014.

9. Auditors:

Pursuant to the provisions of section 139, 142 and other applicable provisions of the Act, the Board of Directors have recommended the appointment of M/s. RCE & Co, Chartered Accountants (Firm Registration 009141S) as the statutory auditors of the Company to hold office from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be held in the year 2019, subject to ratification of their appointment at every intervening annual general meeting and at such remuneration as may be mutually agreed between Board of Directors of the Company and the Auditors.

A confirmation has been received from M/s. RCE & Co, Chartered Accountants that their appointment, if confirmed by the members in the forthcoming general meeting, would be w ithin the limits specified in the applicable provisions of the Companies Act, 2013.

Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and rules there under, the Board has appointed Mr. K Jayarama, Practicing Company Secretary, as a Secretarial Auditor of the Company.

Pursuant to provisions of Section 204 of the Companies Act, 2013 your Company has engaged the services of Mr. K Jayarama, Company Secretary in Practice, Bengaluru to conduct the Secretarial Audit of the Company for the financial year ended March 31,2018.

The Secretarial Audit Report (in Form MR - 3) is attached as Annexure III - to this Report.

10. Subsidiaries/ Associates / Joint ventures:

Agrim Realtech Private Limited, Niwas Realtech Private Limited and Shakti Buildwell Private Limited continue to be wholly-owned subsidiaries of your Company. Spark Town Planners Private Limited continue to be .TV Company. The performance of Subsidiaries/ Associates / Joint Ventures as required u/s. 129(3) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 is provided in the prescribed Format AOC-1 is appended as Annexure I to this report.

11. Particular Employees:

Particulars of employees, who drew remuneration in excess of the limits specified under Section 197 of Companies Act, 2013 and Rule 5 (Appointment and Remuneration of Managerial Personnel) amendment Rules, 2016 as amended pertaining to the information of the employees of the Company to whom the said rules are aonlicable and who is emoloved throughout the vear:

Name Prakash Gurbaxani
Age 57
Designation Managing Director
Remuneration received Rs. 1,75,28,215
Qualification B.E (Civil Engineering) & M.S
(Construction Management)
Experience 33 years
Date of Commencement of employment 25.01.2007
Last employment TSI Ventures (India) Private Limited
Nature of employment (Permanent or Contractual) Permanent
Months worked in FY 2017-18 12 Months

12. Remuneration Policy of the Company:

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is attached as to this Report.

13. Directors responsibility statement:

The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The Directors confirm that:

• In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures.

• The Directors have selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates, 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 & Loss of the Company for that period.

• The Directors took proper and sufficient care for the maintenance of proper and adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Annual Accounts are prepared on a "going concern" basis.

• The Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively.

• The Company has devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

14. Conservation of Energy, R& D and Technology Absorption:

• Conservation of Energy:

The Company has taken energy savings measures, viz., The buildings are ergonomically designed to consume less power and to include more natural light and ventilation. Use of major materials in construction which are certified by IGBC (Indian Green Building Council)lmplementing rain water harvesting system and Sewage Treatment Plants (STP) in the projects. Use of treated water for landscaping and flushing. Use of LED and Solar power for street lighting and common areas to save power. As the Company is not a manufacturing one, R & D activities are not applicable.

• Technology Absorption:

Company works on a mechanized process to reduce cost and increase the efficiency of the operations. By appointing architects, consultants technology up-gradation has been brought to the projects. The Sewage Treatment Plants (STP) - latest technology has been adopted, which is more efficient and energy savings.

15. Deposits:

The Company has not accepted any deposits in terms of the provisions of Section 73 of the Companies Act, 2013during the year under review.

16. Particulars of Loans, Guarantees Investments as required u/s section 186 of the Companies Act:

The Company has provided counter guarantee to Axis bank Limited to tune of Rs. 1.57 Crores on behalf the Joint Venture Entity M/s. Spark Town Planners Private Ltd. Details of related party transactions forming part of the financials attached separately.

17. Particulars of Contracts & arrangements with related parties as required u/s section 188 of the companies act:

The Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC 2, is appended as Annexure IV to this report.

18. Foreign Exchange Outflows:

The Particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014:

Amount in Lakhs

S. No Particulars Amount
1 Foreign exchange earnings Nil
2 Foreign exchange expenditure Nil

19. Corporate Governance:

Your Company has complied with all the requirements of corporate governance stipulated under clause 42 of the SME listing agreement entered into the National Stock Exchange of India Limited. A report on Corporate Governance forms part of this report.

The practicing Company Secretary have examined the requirements of corporate governance stipulated under clause 42 of the SME listing agreement and have certified the compliance. The certificate is reproduced in the corporate governance report attached as Annexure V to this report.

20. Corporate Social Responsibility (CSR):

Pursuant to Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a CSR committee and based on the recommendation of the Committee the CSR policy has been approved by the Board of Directors of the Company.

During the year under review, the Company contributed the sum of Rs. 6 Lakhs towards its CSR activities as against statutorily required i.e. 2% of the average net profit for three preceding financial years amounting to Rs. 13.581akhs, for want of identification of the relevant activities. In the near future, the Company will increase its contributions to CSR activities as the Company is committed to contribute towards the betterment of the Communities where we have our projects.

The Company has contributed an amount of Rs. 29.75 lakhs in the month of April 2018.

The CSR Report is attached as Annexure VI to this Report.

21. Risk Management Policy:

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

22. Vigil Mechanism:

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company."

23. Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VII to this Boards Report. This has been published at Company’s Website : www.qvcrealtv.com

24. Directors:

Following persons constituted the Board of Directors of the Company during the financial year under review:

s. No Name of the Director Designation
1 Mr. Prakash Gurbaxani Managing Director
2 Mr. Anantkumar Srinivasarao Kulkarni Independent Director
3 Mr. Vinode Thomas Director
4 Mr. Anand Sadashiv Kapre Independent Director
Mr. Sheshagiri Kulkarni Independent Director
6 Mrs. Monica Gurbaxani Additional Director

• Mr. Venkatachalam Narayanan appointed as a Company Secretary with effect from November 01,2017 and Mrs. Monica Gurbaxani appointed as an Additional Director ofthe Company with effect from March 22, 2018.

• Mr. Sheshagiri Kulkami reappointed as a Director of the Company liable to retire by rotation consent to act as director received from them for record.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

25. Acknowledgements:

The Directors take this opportunity to place on record their sincere thanks to the investors, bankers, auditors and all the employees for their support.

Place: Bengaluru, Prakash Gurbaxani
Date : May 28, 2018 Managing Director
DIN:00255401

Annexure -I

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/associate companies/joint ventures

Part "A": Subsidiaries

Amounts in INR

Name of the Company Agrim Realtech Private Limited Niwas Realtech Private Limited Shakti Buildwell Private Limited
Reporting period for the subsidiary concerned, if different from the holding company’s reporting period Nil Nil Nil
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries NA NA NA
Share Capital 1,00,000 1,00,000 1,00,000
Reserves & Surplus -6,99,784 8,47,144 -7,00,985
Total assets 0 28,67,14,591 45,289
Total Liabilities 0 28,67,14,591 45,289
Investments 0 0 0
Turnover 0 1,75,000 0
Profit before taxation -1,21,300 52,997 -94,213
Provision for taxation 0 13,650 0
Profit after taxation -1,21,300 39,347 -94,213
Proposed Dividend 0 0 0
% of shareholding 99.99% 99.99% 99.99%

Notes: The following information shall be furnished at the end of the statement:

• Names of subsidiaries which are yet to commence operations: NIL

• Names of subsidiaries which have been liquidated or sold during the year: NIL

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the companies Act, 2013 related to Associate Companies and Joint Ventures

SI. No. Name of Associates/Joint Ventures Spark Town Planners Private Limited
1. Latest audited Balance Sheet Date 31.03.2018
2. Shares of Associate/Joint Ventures held by the company on the year end 5050 Equity shares of Rs.l0/-each
3. Amount of Investment in Associates/Joint Venture Rs. 1,00,000
Extend of Holding % 50%
4. Description of how there is significant influence Being one of the two promoters
5. Reason why the associate/joint venture is not consolidated Consolidated
6. Net worth attributable to our shareholding as per latest audited Balance Sheet (23,18,867/-)
7. Profit / Loss for the year Considered in Consolidation (60,88,808/-)

• Names of associates or Joint Ventures which are yet to commence operations: NIL

• Name of associates or Joint Ventures which have been liquidated or sold during the year: NIL

Annexure II

FORM AOC-3

(Pursuant to first proviso to sub-section (1) of section 136 of the Act and Rule 10 of Companies (Accounts) Rules, 2014)

Statement containing salient features of Balance Sheet and Profit and Loss Account Form of Abridged Financial Statements Name of the Company: QVC Realty Co. Limited. (Standalone)

Abridged Balance Sheet as at 31.03.201&4/wow/ in INR

SI. no. Particulars Figures at the end of Current reporting period 31st March 2018 Figures at the end of Previous reporting period 31st March 2017
(I) EQUITY AND LIABILITIES
(1) Shareholders’ Funds
(a) Paid-up Share Capital
i) Equity 77,16,950 77,16,950
(ii)Preference 3,25,98,000 3,36,71,350
(b) Reserves and surplus
(i) Capital Reserves(including Revaluation reserve, if any)
(ii) Revenue Reserves 8,73,24,050 8,62,50,700
(iii) Surplus 19,03,19,383 16,46,60,398
( c ) Money received against share warrants
(2) Share application money pending allotment
(3) Non-current liabilities
(a) Long-term borrowings -
(b) Deferred tax liabilitiesfNet)
(c) Other Long-term liabilities -
(d) Long-term provisions 45,94,444 38,80,121
(4) Current liabilities
(a) Short-term borrowings -
(b) Trade Payables 3,07,99,980 1,39,72,424
(c) Other Current Liabilities 5,82,34,41,250 5,60,59,47,781
(d) Short term provisions, 1,39,405 1,40,86,694
Total of (I) to (4) 6,17,69,33,462 5,93,01,86,418

Abridged Balance Sheet as at 31.03.2018

INR

SI. no. Particulars Figures at the end of Current reporting period 31st March 2018 Figures at the end of Previous reporting period 31st March 2017
ASSETS
(5) Non-Current assets
(a) Fixed Assets
(i) Tangible assets (Original cost less Depreciation 65,67,676 83,96,232
(ii) Intangible assets (Original cost less depreciation/amortization
(iii) Capital work-in-Progress
(iv) Intangible assets under development.
(b) Non-Current Investments 13,42,360 13,42,360
(c) Deferred tax assets 11,41,749 7,68,681
(d) Long-term loans advances 62,24,576 77,24,678
(e) Other Non-current assets
(6) Current Assets
Current Investments 35,79,47,308 4,91,68,838
Inventories 2,60,27,62,398 2,86,09,39,818
Trade Receivables 27,05,027 43,73,008
Cash and Bank Balances 31,12,28,442 10,10,11,746
Short-term Loans and Advances 1,71,12,14,934 1,76,51,24,352
Other Current Assets 1,17,57,98,993 1,131,336,704
Total of (5) to (6) 6,17,6933,462 5,93,01,86,418

Note: Complete Balance Sheet, Statement of Profit and Loss Account other Statements and notes thereto prepared as per requirements of Schedule III to the Act are available at the Company’s website at www.qvcrealty.com

Abridged Profit and Loss Account for the vear ended on 31.03.2018 Amount in INR

Sr. No Particulars Figures for the current reporting period March 31, 2018 Figures for the Previous reporting period March 31, 2017
I Income Nil Nil
Revenue from operations 51,11,15,417 37,65,34,088
II Other Income 2,30,37,974 1,09,09,294
III Total Income (I+H) 53,41,53,391 38,74,43382
IV Expenditure Nil Nil
(a) Cost of materials consumed 20,49,67,153 14,85,68,814
(b) Purchase of stock-in-trade Nil Nil
(c) Changes in inventories of finished goods, work-inprogress and stock-in-trade 16,47,91,977 14,46,64,320
(d) Employee benefit expense 1,50,83,356 1,16,66,907
(e) Finance costs 12,07,130 2,29,811
(f) Depreciation and amortization expenses 21,47,973 22,39,321
(g) Other Expenses 3,57,97,683 1,18,64,142
Total Expenditure (a to g) 42,39,95,272 31,92,33,315
V Profit before exceptional and extraordinary items and tax (1II-IV) 11,01,58,119 6,82,10,067
VI Exceptional Items Nil Nil
VII Profit before extraordinary items and tax (V-VI) 11,01,58,119 6,82,10,067
VIII Extraordinary Items Nil Nil
IX Profit/(loss) before tax (VII-VIII) 11,01,58,119 6,82,10,067
X Tax Expense 2,76,00,000 2,10,00,000
Deferred Tax (3,73,067) (3,85,462)
XI Profit/(Loss) after tax for the period from continuing operations (IX-X) 8,29,31,186 4,75,95,529
XII Profit/(loss) from discontinued operations Nil Nil
XIII Tax expenses of discontinued operations Nil Nil
XIV Profit/(loss) from discontinued operations (after tax) (XII-XIII) Nil Nil
XV Profit/(Loss) for the year (XI+XIV) 8,29,31,186 4,75,95,529
XVI Earnings per equity share:
Basic 107.47 61.68
Diluted 20.71 11.75

Details of Revenue from Operations

Sr. No Particulars Figures for the current reporting period March 31,2018 Figures for the Previous reporting period March 31,2017
I Sale of Products manufactured Nil Nil
11 Sale of goods traded Nil Nil
III Revenue from services provided 51,11,15,417 37,65,34,088
IV Other Operational Revenue 2,30,37,974 1,09,09,294

Abridged Cash Flow Statement for the year ended on March 31, 2018 An

Sr. No Particulars Figures for the current reporting period March 31,2018 Figures for the Previous reporting period March 31,2017
1. Cash flows from Operating Activities 55,48,08,860 15,37,84,957
2 Cash flows from Investing activities (28,61,12,822) 12,11,86,688
3 Cash flows from Financing activities (5,84,79,343) (248430458)
4 Net increase/(decrease) In cash and cash Equivalents 21,02,16,695 2,65,41,187
5 Cash and cash equivalents At the beginning of period 10,10,11,746 7,44,70,559
6 Cash and cash equivalents At the end of period 31,12,28,442 10,10,11,746

FOR OVC REALTY CO. LIMITED

Prakash Gurbaxani
Managing Director
DIN: 0255401
Place: Bengaluru
Date: May 28, 2018

Annexure -IV

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

• Details of contracts or arrangements or transactions not at arm’s length basis: NIL

• Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: Shakti Buildwell Private Limited Agrim Realtech Private Limited Subsidiaries Niwas Realtech Private Limited QVC Star Realty Private Limited Cigam Ventures Private Limited Spark Town Planners Private Limited Mr. Prakash Gurbaxani, Managing Director
Subsidiari es Subsidiaries Enterprise under the common control Enterprise under the common control Joint Ventures KMP
(b) Nature of contracts/arran gements/transa ctions: Expenses incurred by the Company Rs.97,700/- Expenses incurred by the Company Rs. 1,15,800/- Expenses incurred by the Company Rs. 1,30,070/- Expenses incurred by the Company Rs. Nil Expenses incurred by the Company Rs. 5,30,758/- Share of Revenue earned by the Company Rs. 8442983 Managerial Remunerat ion Rs. 17528215/
(C) Duration of the contracts / arrangements/t ransactions: April 1 2017 to March 31, 2018 April 1 2017 to March 31,2018 April 1 2017 to March 31, 2018 April 1 2017 to March 31, 2018 April 1 2017 to March 31, 2018 April 1 2017 to March 31,2018 April 1 2017 to March 31, 2018
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any :
(e) Date(s) of approval by the Board:
(0 Amount paid as advances, if any:

Prakash Gurbaxani

Managing Director

DIN:0255401

Date: May 28,2018

Place: Bengaluru