To the Members of QVC Realty Co. Limited
(formerly QVC Realty Co. Private Limited)
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of M/s.QVC Realty
Co. Limited (formerly QVC Realty Co. Private Limited) (The Company), which comprise the
Balance Sheet as at 31 March 2018, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information.
Management’s Responsibility on the Standalone Financial Statements
2. The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation
and presentation of these standalone financial statements that give a true and fair view
of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Art, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
3. Our responsibility Is to express an opinion on these standalone financial statements
based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Companys preparation of the
financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Companys Directors, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial statements.
Opinion
4. In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company
as at 31 March 2018 and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
5. As required by the Companies (Auditors Report) Order, 2016 ("the Order")
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Act, we give in the "Annexure A" a statement on the matters specified in the
paragraph 3 and 4 of the Order, to the extent applicable.
6. As required by section 143(3) of the Act, we report, to the extent applicable, that:
(a) we have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) in our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;
(c) the Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement dealt
with by this Report are in agreement with the books of account;
(d) in our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) on the basis of the written representations received from the directors as on
31-Mar-2018 taken on record by the Board of Directors, none of the directors is
disqualified as on 31-Mar-2018 from being appointed as a Director in terms of Section
164(2) of the Act; and
(f) In our opinion and based on the information and explanations provided to us, the
Company has adequate Internal Financial Controls system in place and such controls are
operating effectively;
(g) with respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its financial
position In its financial statements - Refer Note 25 (a) to the financial statements;
ii. the Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts - Refer Note l(ii), Note l(xi) and Note 32 to the financial
statements;
lii. there has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company.
| Place: Bengaluru |
| Date : May 28, 2018 |
ANNEXURE A - TO INDEPENDENT AUDITORS REPORT
The Annexure referred to in Independent Auditors Report to the members of the Company
on the standalone financial
statements for the year ended 31 March 2018, we report that:
i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and
situation of fixed assets.
(b) The Fixed Assets of the Company have been physically verified by the Management
during the year and no material discrepancies between the book records and the physical
inventory have been noticed. In our opinion, the frequency of verification is reasonable.
(c) The Company does not have any immovable property.
ii) Inventories comprise Land acquistion costs, Real Estate Project Development Costs
and Costs of Construction Work-in-Progress. Cost includes direct expenditure during the
period of construction, borrowing costs and other indirect costs directly attributable to
the project. Physical verification of inventory has been conducted at reasonable intervals
by the management, in our opinion, the frequency of verification is reasonable.
iii) The Company has not granted loans to bodies corporate covered in the register
maintained under section 189 of the Companies Act, 2013 (the Act).
iv) In our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of section 185 and 186 of the Act, with respect
to the loans, investments, guarantees and securities made.
v) According to the information and explantions given to us, the company has not
accepted any deposits from the public within the meaning of section 73 to 76 of the Act
and the rules framed thereunder. Therefore, the provision of the clause 3(v) is not
applicable to the company.
vi) We have broadly reviewed the books of account maintained by the company pursuant to
the Rules made by the Central Government for the maintenance of cost records under section
148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and
records have been made and maintained. The Company is in the process of appointing a Cost
Auditor for compliance of the cost records maintenance
vii) (a) According to the information and explanations given to us and on the basis of
our examination of the
records of the Company, amounts deducted/ accrued in the books of account in respect of
undisputed statutory dues including provident fund, income tax, sales tax, wealth tax,
service tax, duty of customs, value added tax, cess and other material statutory dues have
been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts
payable other than what is mentioned below in respect of provident fund, income tax, sales
tax, wealth tax, service tax, duty of customs, value added tax, cess and other material
statutory dues were in arrears as at 31 March 2017 for a period of more than six months
from the date they became payable.
(b) According to the information and explanations given to us and the records of the
Company examined by us, there are no dues of income-tax, sales tax, wealth tax, service
tax, customs duty, excise duty and cess which have not been deposited on account of any
dispute.
| SI. No. |
Nature of Dues |
Name of the Statute |
Amount (Rs.) |
Period to which the |
Forum where dispute is pendinq |
| 1 |
Service tax on forfeited transaction |
Service Tax |
6,365,364 |
Financial Period Nov2012 to Mar’2014 |
Joint Commissioner of Central Tax |
| 2 |
Common input service credit |
Service Tax |
2,919,353 |
Financial Period lul2012 to Jun2017 |
Joint Commissioner of Central Tax |
| 3 |
Service Tax on reverse charge basis |
Service Tax |
1,878,563 |
Financial Period JUI7012 to Jun2017 |
Joint Commissioner of Central Tax |
viii) The Company does not have any loans or borrowings from any financial institution,
banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of
the Order is not applicable.
ix) The Company did not raise any money by way of initial public offer or further
public offer (including debt instruments) and term loans during the year. Accordingly,
paragraph 3 (ix) of the Order is not applicable.
x) During the course of our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing practices in India, and
according to the information and explanations given to us, we have neither come across any
instance of fraud on or by the Company, noticed or reported durina the vear, nor have we
been informed of such case bv the Manaaement.
xi) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has paid/provided for managerial
remuneration in accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Act.
xii) In our opinion and according to the information and explanations given to us, the
Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not
applicable.
xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the financial statements as required by the applicable
accounting standards.
xiv) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures during
the year.
xv) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the Order is not applicable.
xvi) In our opinion, the Company is not required to be registered under section 45-IA
of the Reserve Bank of India Act 1934.
| For RCE & Co., |
| Chartered Accountants |
| ICAfcFirm Rea NO.009141S |
| Place: Bengaluru |
Partner |
| Date : May 28, 2018 |
Membership No.202063 |
+91-9892691696
