SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017-2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and
Remuneration Personnel) Rules, 2014]
To,
The Members,
QVC Realty Co. Limited
619, AceronTervezo, First Floor 6th B Main,
Indiranagar, 2nd Stage,
Bengaluru - 560038
I/We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by QVC Realty Co. Limited (hereinafter
called the company). Secretarial Audit was conducted in a manner that provided me/us a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my/our verification of the QVC Realty Co. Limited books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I/We hereby report that in my/our opinion, the
company has, during the audit period covering the financial year ended on 31st March,
2018 complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
1/we have examined the books, papers, minute books, forms and returns filed and other
records maintained by QVC Realty Co. Limited ("the Company") for the
financial year ended on 31st March, 2018 according to the provisions of: v
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act>
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee St.qck Purchase Scheme) Guidelines, 1999;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998;
(vi)The other laws as may be applicable specifically to the company are: Based on the
information and explanations given to me by the company, I report that the Companyhas
substantially complied with the provisions of thoseActs that are applicable to companies
engaged in the development of real estate including Employee Provident Fund Act, The
Employees State Insurance Act, 1948, Transfer of Property Act, 1882, The Indian Easements
Act, 1882, Environmental Protection Act 1986, other laws related tothe industry. Based on
the information, explanations andmanagement representation, the Company has
substantiallycomplied with the Tax laws applicable to the Company.
I/we have also examined compliance with the applicable clauses of the following:
(i) Companies Act, 2014 and Applicable Rules.
(ii) Secretarial Standards issued by The Institute of Company Secretaries of India.
(iii) The Listing Agreements entered into by the Company with National Stock Exchange
of India Limited (SME Emerge ITP Platform) Stock Exchange(s), if applicable;
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following
observations:
The company is yet to appoint a Chief Financial Officer as required under Section 203
of Companies Act, 2013. This position is vacant from 01.03.2017 owing to the death
of earlier incumbent.
During the year 2017-18 the company was under obligation to spend Rs. 13,58,079 towards
Corporate Social Responsibility as required under Section 135 of Companies Act, 2013 read
with Companies (Corporate Social Responsibility) Rules, 2013. Out of this an amount of Rs.
6,00,000 was spent before 31.03.2018 and 1 have been informed that the balance
amount was spent in the month of April, 2018.
Note: Please report specific non compliances/observations/audit qualification,
reservation or adverse remarks in respect of the above para wise.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non- Executive Directors and Independent Directors. The changes in
the composition of the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are
captured and recorded as part of the minutes.
I/we further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
Note: Please report specific observations / qualification, reservation or adverse
remarks in respect of the Board Structures/system and processes relating to the Audit
period.
I/we further report that
1. During the audit period the company has redeemed 1,07,335 numbers of Optionally
Redeemable Preference Shares at a premium of Rs. 533.58 per shares and has complied with
applicable provisions.
2. During the audit period the company has declared dividend of Rs. 325.98 for the
Compulsory Convertible Preference Shares (32,59,800 shares of Rs. 10 each ) has complied
with applicable provisions.
| Place: Bengaluru |
KJayaraifva, FCS, LLB |
| Date: May 28, 2018 |
FCS No: 6236 |
|
CP No: 6653 |
Annexure A
To,
The Members,
QVC Realty Co. Limited
619, Aceron Tervezo, First Floor 6th B Main,
Indiranagar, 2nd Stage, Bengaluru - 560038
My report of even date is to be read along with this letter.
1. Maintenance of records are the responsibility of the management of the company. My
responsibility is to be express an opinion on these records based on our audit.
2. 1 have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the records. The
verification was done on test basis to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices, we followed provide a
reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and
Books of Accounts of the company.
4. Wherever required, I have obtained the management representation about the
compliance of laws, rules, and regulations and happenings of events etc.
T
5. The compliance of the provisions of corporate and other applicable laws, rules,
regulations and standards is the responsibility of the management. My examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the company.
| Place: Bengaluru |
t^Jayarama, FCS, LLB |
| Date: May 28, 2018 |
FCS No: 6236 |
|
CP No: 6653 |
CORPORATE GOVERNANCE CERTIFICATE
To
The Members
QVC Realty Co. Limited
619, Aceron Tervezo, First Floor 6th B Main,
Indiranagar, 2nd Stage,
Bengaluru - 560038
I have examined the compliance of conditions of Corporate Governance by QVC Realty Co.
Limited for the year ended 31st March 2018 as stipulated in Clause 42 of the
Listing Agreement of the said company with stock exchange.
The compliance of the conditions of Corporate Governance is the responsibility of the
management. My examination was limited to the procedure and implementation thereof,
adopted by the company for the compliance of the conditions of Corporate Governance. It is
neither an audit nor an expression of opinion on the financial statement of the company.
In my opinion and to the best of information and according to the explanations given to me
I certify that the company has complied with the conditions of corporate governance as
stipulated in the said clause of the above mentioned Listing Agreement. As per the record
of the company, there was no investor complaints/ grievances unattended for a period of
more than 30 days against the company.
I further state that such compliance is neither assurance as to the future viability of
the company nor the efficiency or effectiveness with which the management has conducted
the affairs of the company.
| Bangalore |
X: T s K Jayarama |
| May 28, 2018 |
Company Secretary |
|
M. No: 6236 |
|
CP No.: 6653 |
+91-9892691696
