You are here » Home » Companies » Company Overview » QVC Realty Co Ltd

QVC Realty Co Ltd.

BSE: 532126 Sector: Infrastructure
NSE: QVC ISIN Code: INE899Q01013
BSE 05:30 | 01 Jan QVC Realty Co Ltd
NSE 05:30 | 01 Jan QVC Realty Co Ltd

QVC Realty Co Ltd. (QVC) - Director Report

Company director report

The Board of Directors hereby submits the report of the Business and operations of yourCompany (‘the Company’ or ’QVC’) along with the audited financialStatements for the financial year ended March 31 2018. The consolidated performance ofthe 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 1038.61 1101.58 557.45 682.10
Profit after taxes 766.17 829.31 351.31 475.95
Balance brought forward 1680.02 1646.60 1991.54 1817.13
Transfer to Capital Redemption Reserve 10.73 10.73 18.38 18.38
Balance carried over to Balance Sheet 1863.57 1903.19 1670.12 1646.60

2. Consolidated Operations:

Revenue from consolidated operations for the financial year ended 31st March 2018 wasRs. 5151.48 Lakhs as against Rs. 4087.39 Lakhs during the previous year resulting inprofit before tax of Rs. 1038.61 Lakhs and profit after tax of Rs. 766.17 Lakhs againstRs. 557.45 Lakhs and Rs. 351.30 Lakhs respectively in the previous year. The performanceof Subsidiaries/ Associates / Joint Ventures as required u/s. 129(3) of the Companies Act2013 read with Companies (Accounts) Rules 2014 is provided in the prescribed format AOC-1is appended as Annexure I to this report.

3. Standalone Operations:

Revenue from standalone operations during the year was Rs. 5111.15 Lakhs as againstRs. 3765.34 Lakhs in the previous year. Profit before tax was Rs. 1101.58 Lakhs againstRs. 682.10 Lakhs and profit after tax was Rs. 829.31 Lakhs against Rs. 475.95 Lakhs in theprevious year.

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

4. Dividend:

Your Directors do not recommend any dividend on the Equity Shares of the Company with aview 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 year2017-18 amounting to Rs.392/-including dividend tax of Rs. 66/-.

5. Share Capital:

During this year 2017-18 the Company redeemed 107335 Optionally RedeemablePreference Shares (ORPS) ofRs.l0/-each at a premium of Rs. 523.58 aggregating to Rs.56198459/-. Transfer to Capital Redemption Reserve Rs. 1073350 was made out of theprofits 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 ofthe Company which have occurred between the end of the financial year of the Company towhich 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 AceronTervezo First Floor 6th B Main Indiranagar 2nd Stage Bengaluru560038 (Formerly No. 89/1 Raja Ikon Building 2nd Floor Marathahalli RingRoad Bengaluru Karnataka 560037) is engaged in the business of Real estate developmentactivities. On June 4 2014 the Company has been accorded approval for conversion from aPrivate 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 withhigh growth potential. The SME platform of the Exchange shall be open for SMEs whose postissue paid up capital shall be less than or equal to Rs. 25 Crores. The Platform isexpected to offer a new and alternate asset class to informed investors having longerinvestment horizon. The Platform shall allow new early stage ventures and small qualitycompanies to raise much needed growth capital as they grow mature and transit to theExchanges' main board.

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

8. Listing:

Equity shares of your Company continue to be listed in the Institutional TradingPlatform of SME segment of the National Stock Exchange of India Limited SME EMERGE ITPExchange 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 theAct the Board of Directors have recommended the appointment of M/s. RCE & CoChartered Accountants (Firm Registration 009141S) as the statutory auditors of the Companyto hold office from the conclusion of the ensuing annual general meeting till theconclusion of the annual general meeting to be held in the year 2019 subject toratification of their appointment at every intervening annual general meeting and at suchremuneration as may be mutually agreed between Board of Directors of the Company and theAuditors.

A confirmation has been received from M/s. RCE & Co Chartered Accountants thattheir appointment if confirmed by the members in the forthcoming general meeting wouldbe 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 theBoard has appointed Mr. K Jayarama Practicing Company Secretary as a Secretarial Auditorof the Company.

Pursuant to provisions of Section 204 of the Companies Act 2013 your Company hasengaged the services of Mr. K Jayarama Company Secretary in Practice Bengaluru toconduct the Secretarial Audit of the Company for the financial year ended March 312018.

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

10. Subsidiaries/ Associates / Joint ventures:

Agrim Realtech Private Limited Niwas Realtech Private Limited and Shakti BuildwellPrivate Limited continue to be wholly-owned subsidiaries of your Company. Spark TownPlanners 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 withCompanies (Accounts) Rules 2014 is provided in the prescribed Format AOC-1 is appended asAnnexure I to this report.

11. Particular Employees:

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

Name Prakash Gurbaxani
Age 57
Designation Managing Director
Remuneration received Rs. 17528215
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 ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report which isattached as to this Report.

13. Director's responsibility statement:

The financial statements are prepared in accordance with Indian Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor financial instruments which are measured at fair values. GAAP comprises mandatoryaccounting standards as prescribed under Section 133 of the Companies Act 2013(‘Act’) read with rule 7 of the Companies (Accounts) Rules 2014 the provisionsof the Act (to the extent notified) and guidelines issued by the Securities and ExchangeBoard of India (SEBI). Accounting policies have been consistently applied except where anewly issued accounting standard is initially adopted or a revision to an existingaccounting 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 312018 the applicable accounting standards have been followed and there are no materialdepartures.

• The Directors have selected such accounting policies and applied themconsistently and made reasonable and prudent judgments and estimates so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the Profit & Loss of the Company for that period.

• The Directors took proper and sufficient care for the maintenance of proper andadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 internalfinancial controls are adequate and were operating effectively.

• The Company has devised proper system to ensure compliance with the provisionsof 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 ergonomicallydesigned to consume less power and to include more natural light and ventilation. Use ofmajor materials in construction which are certified by IGBC (Indian Green BuildingCouncil)lmplementing rain water harvesting system and Sewage Treatment Plants (STP) in theprojects. Use of treated water for landscaping and flushing. Use of LED and Solar powerfor street lighting and common areas to save power. As the Company is not a manufacturingone R & D activities are not applicable.

• Technology Absorption:

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

15. Deposits:

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

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

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

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

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

18. Foreign Exchange Outflows:

The Particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 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 stipulatedunder clause 42 of the SME listing agreement entered into the National Stock Exchange ofIndia Limited. A report on Corporate Governance forms part of this report.

The practicing Company Secretary have examined the requirements of corporate governancestipulated 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 Vto this report.

20. Corporate Social Responsibility (CSR):

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

During the year under review the Company contributed the sum of Rs. 6 Lakhs towardsits CSR activities as against statutorily required i.e. 2% of the average net profit forthree preceding financial years amounting to Rs. 13.581akhs for want of identification ofthe relevant activities. In the near future the Company will increase its contributionsto CSR activities as the Company is committed to contribute towards the betterment of theCommunities 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 forthe company including identification therein of elements of risk if any which in theopinion 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 thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and theCompany."

23. Extract of Annual Return:

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

24. Directors:

Following persons constituted the Board of Directors of the Company during thefinancial 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 fromNovember 012017 and Mrs. Monica Gurbaxani appointed as an Additional Director oftheCompany with effect from March 22 2018.

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

The Company has received declarations from all Independent Directors confirming thatthey 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 theinvestors 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 ofCompanies (Accounts) Rules 2014

Statement containing salient features of the financial statement ofsubsidiaries/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 100000 100000 100000
Reserves & Surplus -699784 847144 -700985
Total assets 0 286714591 45289
Total Liabilities 0 286714591 45289
Investments 0 0 0
Turnover 0 175000 0
Profit before taxation -121300 52997 -94213
Provision for taxation 0 13650 0
Profit after taxation -121300 39347 -94213
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 AssociateCompanies 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. 100000
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 (2318867/-)
7. Profit / Loss for the year Considered in Consolidation (6088808/-)

• 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 duringthe year: NIL

Annexure II

FORM AOC-3

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

Statement containing salient features of Balance Sheet and Profit and Loss Account Formof 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 7716950 7716950
(ii)Preference 32598000 33671350
(b) Reserves and surplus
(i) Capital Reserves(including Revaluation reserve if any)
(ii) Revenue Reserves 87324050 86250700
(iii) Surplus 190319383 164660398
( 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 4594444 3880121
(4) Current liabilities
(a) Short-term borrowings -
(b) Trade Payables 30799980 13972424
(c) Other Current Liabilities 5823441250 5605947781
(d) Short term provisions 139405 14086694
Total of (I) to (4) 6176933462 5930186418

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 6567676 8396232
(ii) Intangible assets (Original cost less depreciation/amortization
(iii) Capital work-in-Progress
(iv) Intangible assets under development.
(b) Non-Current Investments 1342360 1342360
(c) Deferred tax assets 1141749 768681
(d) Long-term loans advances 6224576 7724678
(e) Other Non-current assets
(6) Current Assets
Current Investments 357947308 49168838
Inventories 2602762398 2860939818
Trade Receivables 2705027 4373008
Cash and Bank Balances 311228442 101011746
Short-term Loans and Advances 1711214934 1765124352
Other Current Assets 1175798993 1131336704
Total of (5) to (6) 6176933462 5930186418

Note: Complete Balance Sheet Statement of Profit and Loss Account other Statements andnotes thereto prepared as per requirements of Schedule III to the Act are available at theCompany’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 511115417 376534088
II Other Income 23037974 10909294
III Total Income (I+H) 534153391 387443382
IV Expenditure Nil Nil
(a) Cost of materials consumed 204967153 148568814
(b) Purchase of stock-in-trade Nil Nil
(c) Changes in inventories of finished goods work-inprogress and stock-in-trade 164791977 144664320
(d) Employee benefit expense 15083356 11666907
(e) Finance costs 1207130 229811
(f) Depreciation and amortization expenses 2147973 2239321
(g) Other Expenses 35797683 11864142
Total Expenditure (a to g) 423995272 319233315
V Profit before exceptional and extraordinary items and tax (1II-IV) 110158119 68210067
VI Exceptional Items Nil Nil
VII Profit before extraordinary items and tax (V-VI) 110158119 68210067
VIII Extraordinary Items Nil Nil
IX Profit/(loss) before tax (VII-VIII) 110158119 68210067
X Tax Expense 27600000 21000000
Deferred Tax (373067) (385462)
XI Profit/(Loss) after tax for the period from continuing operations (IX-X) 82931186 47595529
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) 82931186 47595529
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 312018 Figures for the Previous reporting period March 312017
I Sale of Products manufactured Nil Nil
11 Sale of goods traded Nil Nil
III Revenue from services provided 511115417 376534088
IV Other Operational Revenue 23037974 10909294

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

Sr. No Particulars Figures for the current reporting period March 312018 Figures for the Previous reporting period March 312017
1. Cash flows from Operating Activities 554808860 153784957
2 Cash flows from Investing activities (286112822) 121186688
3 Cash flows from Financing activities (58479343) (248430458)
4 Net increase/(decrease) In cash and cash Equivalents 210216695 26541187
5 Cash and cash equivalents At the beginning of period 101011746 74470559
6 Cash and cash equivalents At the end of period 311228442 101011746

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) ofthe Companies (Accounts) Rules 2014)

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

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

• Details of material contracts or arrangement or transactions at arm’slength 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.97700/- Expenses incurred by the Company Rs. 115800/- Expenses incurred by the Company Rs. 130070/- Expenses incurred by the Company Rs. Nil Expenses incurred by the Company Rs. 530758/- 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 312018 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 312018 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 282018

Place: Bengaluru

.