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पीवीपी वेंचर्स निदेशकों की रिपोर्ट, पीवीपी वेंचर्स निर्देशकों द्वारा रिपोर्ट

पीवीपी वेंचर्स

बीएसई: 517556  |  NSE: PVP  |  ISIN: INE362A01016  |  Construction & Contracting - Real Estate

खोजें पीवीपी वेंचर्स कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

DIRECTORS'' REPORT

To the Members,

We are pleased to present the report on the business and operations of your Company for the year ended March 31, 2018.

FINANCIAL RESULTS

[Rs. in Lakhs]

PARTICULARS

STANDALONE

CONSOLIDATED

2017-18

2016-17

2017-18

2016-17

Total Income

2,875.57

3,833.64

5,894.71

15,666.88

Operational, Administration and Other Expenses

720.58

819.46

6,750.02

11,099.02

Profit/(Loss) Before Depreciation Interest And Tax

2,154.99

3,014.18

(855.31)

4,567.95

Depreciation

57.75

59.02

108.67

111.46

Interest and Finance Charges

2,044.71

1,939.92

5,085.18

4,717.37

Profit / (Loss) Before Exceptional Items

52.53

1,015.24

(6,049.16)

(260.97)

Exceptional Items

0.00

0.00

(0.48)

(102.77)

Profit / (Loss) Before Tax

52.53

1,015.24

(6,048.68)

(158.20)

Tax Expense

92.06

(1,052.14)

157.81

(980.00)

Profit/ (Loss) after Tax

(39.53)

2067.38

(6,206.49)

821.80

State of the Company''s Affairs

During the financial year 2017-18, the Company witnessed loss, both on Standalone and Consolidated basis. The revenue from operations for the financial year ended 31 March, 2018 on Standalone basis is Rs. 28.39 crores as compared to the previous year''s total revenue of Rs. 37.66 crores. Further, total revenue on consolidated basis is Rs. 58.43 crores as compared to the previous year''s total revenue of Rs. 155.60 crores.

The Standalone Loss after tax stood at Rs. 0.39 crores as against Profit of Rs. 20.67 crores in 2017. Further, the Consolidated Loss after tax stood at Rs. 62.06 crores as against Profit of Rs. 8.22 crores in 2017.

Dividend

In view of the losses and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2018.

Transfer to Reserves

In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review.

Capital Structure

During the year, there is no change in the capital structure of the Company.

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Debentures

During the year under review, the Company has issued 386, 18% Secured, Rated, Listed, Redeemable Non-Convertible Debentures.

The total debentures outstanding as on the March 31, 2018 is 13,289, 14.5% Redeemable fully convertible Debentures (FCDs) of Rs. 1,00,000/- each and the 386, 18% Secured, Rated, Listed, Redeemable Non-Convertible Debentures of Rs. 10,00,000/- each. As on date of this report, the total debentures outstanding is 10,000 14.5% Redeemable fully convertible Debentures (FCDs) of Rs. 1,00,000/- each and the 715, 18% Secured, Rated, Listed, Redeemable Non-Convertible Debentures of Rs. 10,00,000/- each.

Public Deposits

The Company has not accepted / renewed any fixed deposits during the year under review.

Insurance

All the properties of your Company have been adequately insured. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and erstwhile Listing Agreement and the current Listing Agreement signed with the stock exchanges pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your company has formulated a Policy on related Party Transactions which is also available on the Company''s website at http://www.pvpglobal.com/pdf/RPTPolicy-PVPL.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

During the year under review, there were no Related Party Transactions or Material Related Party Transaction i.e., transactions, exceeding 10% of the annual consolidated turnover as per the latest audited financial statements. Accordingly, the disclosure of Related Party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable for year ended March 31, 2018.

During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard

18, the Related Party Transactions are disclosed under Note No. 25.12 of the Standalone Financial Statements.

Material changes and commitments affecting financial position between the end of financial year and date of report

During the financial year of the Company, the Company has obtained necessary approvals for issuance the Secured, listed, Rated, Non-convertible Debentures for Rs. 195 Cr., in two Tranche out of which the Company received the subscription of Rs. 38.60 (Tranche A) and it has been allotted as 386 Non-Convertible Debentures (NCDs) for the face value of Rs. 10,00,000/- each as on March 31, 2018.

Further, the Company has issued Tranche B NCDs and received the subscription of Rs. 32.9 crores and it has allotted as 329 Non-Convertible Debentures (NCDs) for the face value of Rs. 10,00,000/- each in April 2018.

Subsidiary Companies

The Company along with its subsidiaries is operating in the verticals of Urban Infrastructure, Media and Entertainment and retail customer services. As on March 31, 2018, the Company has hosted on the Company''s website and the web link thereto is http://www.pvpglobal.com/pdf/PVP-N&RCommPolicy.pdf.

Mr. D. Krishnamoorthy, CFO & CS of the Company, resigned on April 30, 2018 has joined us back as CFO & CS of the Company effective August 8, 2018.

There is no other change in the Key Managerial Personnel except the above.

Composition of Board Committees

Audit Committee

Mr. R. Nagarajan

Chairman

Mr. N. S. Kumar

Member

Mr. Prasad V. Potluri

Member

Nomination and Remuneration Committee

Mr. N. S. Kumar

Chairman

Mr. R. Nagarajan

Member

Stakeholders Relationship Committee

Mr. R. Nagarajan

Chairman

Mr. N. S Kumar

Member

Mr. Prasad V. Potluri

Member

Corporate Social Responsibility Committee

Mr. R. Nagarajan

Chairman

Mr. N. S. Kumar

Member

Mr. Prasad V. Potluri

Member

Further details with respect to the aforesaid Committees are provided in the Corporate Governance Report attached herewith.

Number of Meetings of the Board

The Board met 6 (Six) times during the financial year and the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was well within the period prescribed under the provisions of the Companies Act, 2013.

Directors'' Responsibility Statement

The financial statements of the Company are prepared as per applicable Accounting Standards as prescribed under Section 133 read with Rule 7 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 and other applicable provisions if any of the said act. There are no material departures from prescribed accounting standards. The Directors confirm that:

(i) In preparation of the annual accounts for the financial year ended March 31, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4 wholly-owned subsidiaries viz., PVP Corporate Parks Private Limited, PVP Global Ventures Private Limited, PVP Media Ventures Private Limited, Safetrunk Services Private Limited, besides 2 subsidiaries viz., New Cyberabad City Projects Private Limited, Picturehouse Media Limited and 4 step down subsidiaries viz., Adobe Realtors Private Limited, which is a wholly-owned subsidiary of PVP Global Ventures Private Limited and PVP Capital Limited, PVP Cinema Private Limited and Picturehouse Media Private Limited, Singapore which are wholly-owned subsidiaries of Picturehouse Media Limited. Further, as on March 31, 2018, the company did not have any Associate Companies.

The consolidated financial statements of the Company including its subsidiaries have been prepared in accordance with Section 129(3) and Section 133 of the Companies Act, 2013 read with the rules made thereunder and applicable Indian Accounting Standards (Ind AS) along with the Auditor''s Report forms part of this Annual Report. Further, a statement containing salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is appended as Annexure - 1 to the Board''s Report. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity.

As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website www.pvpglobal.com. These documents will also available for inspection during the business hours at the Registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 forms part of the Annual Report.

Board of Directors and Key Managerial Personnel

No Director(s) of the Company are being eligible offers themselves for re-appointment.

The details of training and familiarization programs and Annual Board Evaluation process for directors have been provided under the Corporate Governance Report.

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act,2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

The policy on Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of director and also remuneration for Key Managerial Personnel and other employees and Board evaluation process also forms part of Corporate Governance Report as per Section 178(3) of the Companies Act, 2013 is

Directors'' Comments on the above qualification:

The Company has made investment in the subsidiary Companies on a long term basis with an intension to expand its business vicinity through its subsidiary companies. Considering the business potential of these companies, expected future generation of revenues and cash flows, expected development of the projects and the market value of the assets of the subsidiaries, we are unable to estimate the impact of the aforesaid Audit Qualification.

Reporting of Frauds

There have been no instances of fraud reported by Statutory Auditors of the Company under Section 143(12) of the Companies Act,2013 and the Rules framed there under either to the Company or to the Central Government.

Secretarial Auditor

M/s. D. Hanumanta Raju & Co., Company Secretaries were appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for the financial year 2017-18 forms part of the Annual Report as Annexure-2 of the Board''s Report.

Auditors Qualification:

1. As on 31st March, 2018, Board of the company does not have a Woman Director. Further, constitution of Nomination and remuneration committee is not as per Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. It is observed that Form PAS-5 (Record of Private Placement) was not attached in Form GNL-2 in respect of allotment of debt securities but was filed with Registrar of Companies as an attachment to Form PAS- 3.

Directors'' Comments on the above qualification:

1. The Board informed that the Company is planning for restructuring this year and would like to appoint a suitable Woman Director in the Composition of Board having an adequate industry knowledge and experience, which can be utilized for the growth of the Company.

After the appointment of the Women Director, the Nomination & Remuneration Committee will be reconstituted to induct the Woman Director as its member, which shall be in line with the provisions of Section 178 of the Companies Act, 2013.

2. The Board is of view that the Company has inadvertently filed the PAS 5 along with PAS 3 instead of filing it with the offer letter by oversight and as such has complied with the law. However, the same has been taken care in future filings.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees due to both the Stock Exchanges for the year 2018-19.

Chairman & Managing Director Certification

As required under the SEBI Guidelines, the Chairman and Managing Director Certification is attached to this Report.

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls, which are adequate and are operating effectively; and

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate to operate the company effectively.

Statement on declaration given by Independent Directors under sub-section (6) of Sec.149

The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149.

Statutory Auditors

M/s Brahmayya & Co., Chartered Accountants, (FRN: 000511S) were appointed as Statutory Auditors of your Company at the 25th Annual General Meeting held on September 27, 2016 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In this regard, M/s. Brahmayya & Co., Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Accordingly, the Board recommended ratification of the appointment of M/s. Brahmayya & Co., Chartered Accountants as the Statutory Auditors of the Company at the this Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Auditors'' Report & Directors'' Comments on the Qualification made by statutory auditors :

The Auditors'' Report for the financial year 2017-18 is a qualified report'''' for the standalone financial statements and Unqualified report for the Consolidated financial statements.

Auditors Qualification:

As stated in Note No: 25.3 to the Standalone Ind AS Financial Statements, in relation to investment in equity shares includes investments in two subsidiary Companies net off provision made amounting to Rs. 24,528.90 Lakhs, and loan and advances to subsidiary companies of net off provision made amounting to Rs. 31,499.83 Lakhs. The management is of the view that considering the market value of the assets and expected cash flows from the business of these subsidiary companies, the provision already made is adequate. Considering erosion in the net worth of the subsidiary companies and are their dependence on the holding company to continue as a going concern, absence of cash flow, delay in commencement of projects and other related factors indicate the existence of material uncertainty in carrying the value of investments and loans and advances at cost less provision already made. Hence we were unable to determine whether any adjustments to these net carrying amounts are necessary and additional provision for diminution, if any, to be made are not quantifiable at this point of time.

and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

The construction industry is passing through a challenging phase and the Company is no exception. The top management of the Company, to utilize the available resources efficiently has decided to engage itself more with the operations of the Company. The Company is further enhancing/ strengthening the internal financial reporting with respect to significant business control, risk management processes etc. The Company''s internal controls are further supplemented by internal audits, management review and documented policies, procedures & guidelines

The company has systems, policies and process in place, pertaining to the Internal Control over the investments and advances in its subsidiaries. The Company is also extending the financial and strategic support to recover the investments and advances made to subsidiaries considering the market value of the assets and expected cash flows.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any genuine grievances to the appropriate authority.

The Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.pvpglobal.com

Corporate Social Responsibility (CSR)

CSR Committee of the Company comprises of Mr. R Nagarajan, Mr. N S Kumar and Mr. Prasad V. Potluri and the Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company as approved by the Board of Directors of the Company is available on website of the company.

The Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure - 4 to this Report.

The company is required to spend Rs. 36.98 Lakhs for the financial year 2015-16, Rs. 10.58 lakhs for the FY 2016-17 and Rs. 22.02 lakhs FY 2017-18 and the same will be expended in future years. Due to the Losses and severe financial constraints the Company is unable to incur CSR during the year. The same will be spent in the current financial year.

The committee met one time during the FY 2017-18 on May 30, 2017

Particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 5 to the Board''s Report.

Risk Management Policy

The Company has risk management policy in place which mitigates the risk at appropriate situations and there are no elements of

Significant Material Orders

The Company had received an order dated March 27, 2015 from Securities & Exchange Board of India (''SEBI''). An adjudicating officer of SEBI had imposed monetary penalty of Rs. 15 lakhs each against PVP Ventures Limited (Company) and Mr. Prasad V. Potluri, Chairman and Managing Director (Mr. Prasad) (aggregating Rs. 30 lakhs) for alleged non-disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (SAST Regulations) and SEBI (Prohibition of Insider Trading) Regulations, 1992 (PIT Regulations). (Non-Disclosure Order) Further, the adjudicating officer of SEBI by an order dated March 27, 2015 imposed penalty of: i) Rs. 15 crores each on PVP Global Ventures Private Limited (Wholly-Owned Subsidiary) and Mr. Prasad (aggregating Rs. 30 crores) for alleged violation of PIT Regulations during period 2009-10 and ii) Rs. 15 lakhs each on the Wholly-Owned Subsidiary and Mr. Prasad for non-disclosures required under the SAST Regulations (aggregating Rs. 30 lakhs). (Insider Order)

The Wholly-Owned Subsidiary, the Company and Mr. Prasad (Appellants) challenged both the above orders before the Securities Appellate Tribunal (SAT).

The SAT, by an order dated June 20, 2018 dismissed the appeal against and upheld the Non-Disclosure Order upholding the penalty of Rs. 30 lakhs.

In relation to the Insider Order, the SAT: i) set aside entirely the penalty of Rs. 15 lakhs each on the Wholly-Owned Subsidiary and Mr. Prasad; and ii) reduced the penalty of Rs. 15 crores against Mr. Prasad to Rs. 5 crores while upholding the penalty of Rs. 15 crores on the Wholly-Owned Subsidiary (SAT Order). Thus, the SAT Order reduced the aggregate penalty of Rs. 30 crores plus Rs. 30 lakhs to Rs. 20 crores.

The overall penalty as per the SAT Order is therefore Rs. 20 crores plus Rs. 30 lakhs.

The SAT, by another order dated July 6, 2018 stayed the operation of the SAT Order for a period of six weeks from July 6, 2018 subject to deposit of certain title deeds by the Appellants.

The Appellants are in the process of appealing against the SAT Order before the Hon''ble Supreme Court of India.

There were no other significant Material Orders passed against the Company during the year under review except above.

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 3 of the Board''s Report.

Internal Financial Control

The Company has a well-placed, proper and adequate Internal Financial Control (IFC) system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. This is commensurate with the nature of business and the size and complexity of the company''s operations.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company

Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 to the extent applicable are as under:

risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during financial year ended March 31, 2018:

- No. of complaints received: Nil

- No. of complaints disposed of: Nil

Acknowledgements

Your Directors wish to express their appreciation for the support and co-operation extended by the bankers, financial institutions, joint development partners, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of Board of Directors

Sd/- Sd/-

Place : Chennai Prasad V. Potluri R. Nagarajan

Date : August 08, 2018 Chairman & Managing Director Director

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `637 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `468 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `2005 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `494 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `2119 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `596 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `12 Cr की बिकवाली
  • CITI ON DLF : Sell रेटिंग, लक्ष्य `144/Sh
  • MS ON DLF : Overweight रेटिंग, लक्ष्य `211/Sh
  • CLSA ON DLF : Buy रेटिंग बरकरार, लक्ष्य `190/Sh

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