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Directors Report of Provogue (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting their 18th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2014 is summarized below:

(Rs. In Crores) Particulars Current Previous Year Year

Income from Operations 614.36 540.62

Other Income 7.43 12.86

Total Income 621.79 553.48

Total Expenditure 602.27 527.33

Profit before exceptional 19.52 26.15 items and tax

Less: Exceptional items 18.43 0.32

Profit before Taxation 1.09 25.83

Less: Tax Expenses 0.14 12.94

Profit after Taxation 0.95 12.89

Balance brought forward 153.71 142.14

Less: Provision For Dividend 0.00 1.14

Less: Provision For Corporate 0.00 0.19 Dividend tax

Balance transferred to 154.64 153.71 Balance Sheet

PERFORMANCE REVIEW

The Company achieved total revenue of Rs. 621.78 Crore against last year''s operational income of Rs. 553.48 Crore which represented the growth of 12.30% against the previous year.

The net profit for the year after tax was Rs. 94.30 lacs as against Rs. 12.89 Crore in the previous year. The main reason for the profit shortfall was a major fire that occurred in February 2014 at one of the Company''s manufacturing plants located at Daman, where fixed assets having written down value of Rs. 14.35 lacs and stocks valuing Rs. 1549.18 lacs were destroyed by fire. However these assets are fully secured through insurance and the Company has made claim against the loss. The Company will account the amount of claim from the Insurance Company as and when the same is determined by the Insurance Company.

LISTING

The equity shares of the Company are listed on the BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2014-15 has been paid.

SUBSIDIARY COMPANIES

The Company has 15 subsidiary companies as on 31st March, 2014. The names of subsidiary companies are as follows:

Indian Subsidiary Companies are:

i) Millennium Accessories Ltd.

ii) Provogue Infrastructure Pvt. Ltd.

iii) Sporting and Outdoor Ad-Agency Pvt. Ltd.

iv) Flowers, Plants & Fruits (India) Pvt. Ltd.

v) Acme Advertisements Pvt. Ltd.

vi) Brightland Developers Pvt. Ltd.

vii) Faridabad Festival City Pvt. Ltd

viii) Pronet Interactive Pvt. Ltd.

ix) Profab Fashions (India) Ltd.

x) Classique Creators Limited

xi) Prozone Infrastructure Limited

xii) Provogue Personal Care Private Limited

Step-down subsidiary is:

xiii) Standard Mall Private Limited

Foreign subsidiaries are:

xiv) Elite Team (HK) Ltd, Hong Kong

xv) Provogue Holding Ltd, Singapore

In view of circular no. 2/2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs, New Delhi, the Board of Directors of the Company have decided to present the audited consolidated statement of accounts of the company and its subsidiaries in the annual report for the year under review. Your Company believes that the consolidated accounts present a true and fair view of the state of affairs of the Company and its subsidiaries. Accordingly the annual report of your company does not contain the financial statement of its subsidiaries, but contains the audited consolidated financial statements of the company and its subsidiaries.

The annual accounts of the subsidiary companies along with the related detailed information, are available for inspection by the shareholders of the Company and its subsidiary companies during business hours at the respective registered offices of Company and subsidiary companies. Copies of the audited accounts of the company''s subsidiaries can be sought by any member by making a written request addressed to the Company Secretary of the company at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates issued by ICAI and the Listing Agreement entered into with the stock exchanges, the Audited Consolidated Financial Statements are provided in the Annual Report.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Deep Gupta Director is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment.

A brief resume of director retiring by rotation at the ensuing AGM, nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under clause 49 of the Listing Agreement, is given in the section of notice of AGM forming part of the Annual Report.

During the year under consideration, Mr. Arun Bhargava, Mr. Punit Goenka and Mr. Amitabh Taneja Independent Directors resigned from Directorship of the Company w.e.f. 26th May 2014. The Board of Directors by passing circular resolutions accepted the same and appointed Mr. Dinesh Arya and Mr. Hetal Hakani as additional Directors and Independent Directors of the Company. The Board extends its sincere thanks and appreciation for services and guidance extended by them during their tenure as an Independent Directors.

In accordance with section 161 of the Companies Act, 2013 (the Act), Mr. Dinesh Arya and Mr. Hetal Hakani hold office only upto the date of the forthcoming AGM and notices under Section 160(1) of the Act have been received from Member(s) signifying its intention to propose the appointment of Mr. Arya and Mr. Hakani as Directors of the Company. Their appointment requires the approval of the Members at the ensuing AGM.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Dinesh Arya and Mr. Hetal Hakani as Independent Directors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to section 203 of the Companies Act, 2013, your Company is required to appoint Key Managerial Personnel. Accordingly your Company has appointed its Key Managerial Personnel viz; Mr. Nikhil Chaturvedi as the Managing Director, Mr. Deep Gupta as the Chief Financial Officer and Mr. Ajayendra P. Jain as the Company Secretary. All the three Key Managerial Personnel prescribed under the said Act were in the employment in the Company even prior to the Companies Act, 2013 became applicable.

AUDIT COMMITTEE

In accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956, Company has constituted an Audit Committee. As on 31st March 2014, the Committee consisted of two Independent non-executive directors namely; Mr. Punit Goenka and Mr. Amitabh Taneja and one executive director i.e. Mr. Akhil Chaturvedi.

Mr. Punit Goenka and Mr. Amitabh Taneja resigned from directorship of the Company w.e.f. 26th May 2014. The Board by passing circular resolutions accepted the same and appointed Mr. Dinesh Arya and Mr. Hetal Hakani as Independent Directors of the Company and reconstituted the Audit Committee of the Board by appointing Mr. Dinesh Arya as a Chairman and Mr. Hetal Hakani as a Member of the Committee.

Presently, The Audit Committee comprises Mr. Dinesh Arya, Independent Director as a Chairman and, Mr. Hetal Hakani, Independent Director and Mr. Akhil Chaturvedi, Whole time Director as Members of the Committee. The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for its Directors and Employees to safeguard against victimization of persons who use vigil mechanism and report genuine. The Audit Committee of your Company oversees the Vigil Mechanism.

CORPORATE GOVERNANCE

Report on Corporate Governance of the Company for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of Annual Report under the head ''Management Discussion and Analysis''.

STATUTORY AUDITORS

M/s SGCO & Co., Joint Statutory Auditors of the Company resigned from the Company on 24.05.2014 due to some pre-occupation and other commitments. In view of the said resignation m/s Ajay Shobha & Co, Chartered Accountants Mumbai is appointed as sole Statutory auditors of the Company.

Pursuant to Section 139 read with rule 6 of chapter X of the Companies Act 2013 M/s. Ajay Shobha & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the ensuing AGM and being eligible have offered themselves for re-appointment. The Company has received a letter from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits of Section 141 of the Companies Act, 2013 and they are not disqualified from such appointment within the meaning of section 141 of the Companies Act, 2013. The Board recommends the appointment of Statutory Auditors for approval of members in their ensuing AGM to hold the office for a first term of four years from the conclusion of ensuing AGM (i.e. 18th AGM) upto the conclusion of 22nd AGM of the Company henceforth subject to the ratification of their appointment at every subsequent AGM.

The observations and comments given by the Auditors in their report read together with note to Accounts are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

COST AUDITORS

Your Company based on the approval received from Central Government, has appointed M/s Ketki D. Visariya & Co., Cost Accountants, Mumbai as Cost Auditors of the Company for the financial year 2014-15. Your Company has received certificates from M/s Ketki D. Visariya & Co., informing their eligibility, willingness and independence to be appointed as Cost Auditors of the Company.

The Cost Audit Report of M/s Ketki D. Visariya & Co., for the year ended 31st March, 2014 will be filed with the Central Government in due course.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors'' confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 as on March 31, 2014 and profit of the Company for that year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

Your Company credits all unclaimed shares to a DEMAT Unclaimed Suspense Account maintained by the Company. All the corporate benefits in terms of securities accruing on these unclaimed shares are also credited to such Unclaimed Suspense Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

E-VOTING FACILITY TO MEMBERS

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 18th Annual General Meeting (AGM) by electronic means as well and the business may be transacted through e-Voting Services provided by Central Depository Securities (India) Limited (CDSL).

Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

ELECTRONIC FILING

The Company periodically uploads Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www. provogue.com within the prescribed time limit.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the Co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the successful performance of the company during the year.

For and on behalf of Board of Director

Date: 29.05.2014 Nikhil Chaturvedi Deep Gupta Place: Mumbai Managing Director Whole-time Director


Mar 31, 2012

To The Members of Provogue (India) Ltd

The Directors take pleasure in presenting their 16th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2012 is summarized below:

(Rs. In Crores)

Particulars Current Previous Year Year

Income from Operations 609.59 565.38

Other Income 15.27 17.22

Total Income 624.86 582.60

Total Expenditure 595.25 539.53

Profit before Taxation 29.61 43.07

Less: Provision for taxation 4.58 9.67

Profit after Taxation 25.03 33.40

Balance brought forward 118.44 90.36

Less: Provision For Dividend 1.14 2.86

Less: Provision For Corporate 0.19 0.46 Dividend tax

Less: Transfer to General Reserve - 2.00

Balance transferred to 142.14 118.44 Balance Sheet

PERFORMANCE REVIEW

During the year under review, Company endeavors to explore the business through franchisees channel in addition to direct sales studios throughout the Country. Provogue retails its products through exclusive Provogue Stores and Shop-in-Shop outlets in National Chain Stores (NCS) and Multi Brand Outlets (MBO). Your company is continuously expanding its owned retail store base, which will further increase the company's presence in Indian Market. As on 31st March 2012, turnover of the Company reached to Rs. 609.59 Crore against Rs. 565.38 Crore recorded during previous year ended on 31st March 2011. Profit after tax for FY 2011- 12 stood at Rs. 25.03 Crore as against Rs. 33.40 Crore in the previous year, which was mainly caused due to higher discount offered to the Customers for generating higher sales in competitive environment and substantial increase in cost of borrowings of the Company.

DEMERGER OF RETAIL CENTRIC REAL ESTATE DEVELOPMENT BUSINESS OF THE COMPANY

By virtue of order dated 10th February 2012 passed by the Hon'ble High Court of Bombay approving the 'Composite Scheme of Arrangement and Amalgamation', the Retail Centric Real Estate Development Business (RCREDB) of the Company got demerged into Prozone Capital Shopping Centres Limited (PCSCL). The Scheme became effective from 27th February 2012 upon filing of a copy of the Court Order with Registrar of Companies, Mumbai and became operational from 1st April 2011, being the appointed date as per the approved scheme. RCREDB mainly constituted investment made by the Company in Prozone Enterprises Private Limited (PEPL) (erstwhile 75% subsidiary of the Company) which subsequently pursuant to the Scheme got merged with PCSCL.

Consequent to demerger of RCREDB of the Company into PCSCL, the paid up share capital of the Company was reduced from Rs. 22,87,14,190 divided into 11,43,57,095 equity shares of Rs. 2/- each to Rs. 11,43,57,095 divided into 11,43,57,095 equity shares of Re. 1/- each. Accordingly on 12th March 2012, the Company allotted 1 (one) fully paid equity share of face value of Re. 1/- each and also PCSCL allotted 1 (one) fully paid up equity share of face value of Rs. 2/- each, to the shareholders of PIL against every 1 (one) equity share of face value of Rs. 2/- each held by shareholders of PIL on 9th March 2012, being the record date decided for this purpose.

UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS

During the Financial Year 2008-09 the Company had raised an aggregate amount of Rs. 329.82 Crores by way of Preferential Issue of Shares and allotment of convertible warrants. Upto 31st March 2012, the Company has utilized Rs. 311.77 Crores towards investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization of the balance funds as at 31st March 2012 of Rs. 18.05 Crores has been invested in Mutual Funds, Bonds, other Loans and in fixed deposits/current account with Banks.

DIVIDEND:

The Directors are pleased to recommend a dividend on total paid up capital, subject to the approval of the members, at the rate of Rs. 0.10/- (10%) per fully paid-up Equity Shares of Re. 1/- each of the Company for the financial year ended 31st March, 2012. The proposed dividend will absorb Rs. 1.14 Crores excluding corporate dividend tax.

LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2012-13 has been paid. Post Scheme, the new share capital of the Company constituting 11,43,57,095 equity share of Re. 1/- each has been listed with Stock Exchanges.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates issued by ICAI, the Audited Consolidated Financial Statements are provided in the Annual Report.

Pursuant to the aforesaid Scheme, the Prozone Enterprises Private Limited (PEPL) (erstwhile Subsidiary of the Company) got merged into PCSCL and ceased to be subsidiary of the Company with effect from 27th February 2012, being the effective date of the Scheme. The scheme became operational from 1st April 2011, being the appointed date as per the approved scheme. Accordingly, in consolidation of accounts of the Company for the year ended 31st March 2012, the financials of PEPL and its subsidiaries have not been taken into account.

SUBSIDIARY COMPANIES

The Company has 15 subsidiary companies as on 31st March 2012. The names of subsidiary companies are as follows:

i) Faridabad Festival City Pvt. Ltd

ii) Sporting and Outdoor Ad-Agency Pvt. Ltd.

iii) Acme Advertisements Pvt. Ltd.

iv) Elite Team (H K) Ltd, Hong Kong

v) Brightland Developers Pvt. Ltd.

vi) Pronet Interactive Pvt. Ltd.

vii) Flowers, Plants & Fruits (India) Pvt. Ltd.

viii) Profab Fashions (India) Ltd.

ix) Oasis Fashion Ltd.

x) Millennium Accessories Ltd.

xi) Provogue Holding Ltd, Singapore

xii) Provogue Infrastructure Pvt. Ltd.

xiii) Classique Creators Limited

xiv) Prozone Infrastructure Limited

xv) Standard Mall Private Limited (Step Down Subsidiary)

In view of circular no. 2/2011 dated 21st February 2011 issued by the Ministry of Corporate Affairs, New Delhi, the Board of Directors of the Company have decided to present the audited consolidated statement of accounts of the company and its subsidiaries in the annual report for the year under review. Your Company believes that the consolidated accounts present a true and fair view of the state of affairs of the Company and its subsidiaries. Accordingly the annual report of your company does not contain the financial statement of its subsidiaries, but contains the audited consolidated financial statements of the company and its subsidiaries.

The annual accounts of the subsidiary companies along with the related detailed information, are available for inspection by the shareholders of the Company and its subsidiary companies during business hours at the respective registered offices of Company and subsidiary companies. Copies of the audited accounts of the company's subsidiaries can be sought by any member by making a written request addressed to the Company Secretary of the company at the registered office of the Company.

DIRECTORS

Pursuant to the provisions of section 255 and 256 of the Companies Act, 1956, the office of Mr. Amitabh Taneja, and Mr. Punit Goenka are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, they have offered themselves for re-appointment. The Board recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance of the Company for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of Annual Report under the head 'Management Discussion and Analysis'.

AUDITORS

The Auditors M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai hold the office till the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. The Board recommends their reappointment. They have also confirmed their compliance pursuant to clause 41(1)(h) of the Listing Agreement in respect of "Peer Review Certificate" issued by the Peer Review Board of the ICAI.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors' confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 as on March 31, 2012 and of the profit of the Company for that year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, all members who have not so far registered their e-mail IDs with the Company or its 'Registrar and Share Transfer Agent' (RTA),, are requested to register their e-mail IDs with the Company or RTA, so as to enable the company to send all notices/reports/documents/intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same. A specimen of request form for registering e-mail IDs to be filled and submitted by the members to the RTA or the Company is attached below the notice of this Annual General Meeting.

AUDIT COMMITTEE

In accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956, Company has constituted an Audit Committee, which consists of two Independent non-executive directors namely; Mr. Amitabh Taneja, Chairman, Mr. Punit Goenka and one executive director i.e. Mr. Akhil Chaturvedi. The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

ELECTRONIC FILING

The Company is periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.provogue.com within the prescribed time limit.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, there are no shares certificates in physical mode lying undelivered/unclaimed with the Company as on 31st March 2012, hence Company was not required to transfer any shares or other benefits arising thereon to "Unclaimed Suspense Account".

ACKNOWLEDGEMENT

The Board of Directors wish to express their gratitude and record sincere appreciation for the dedicated efforts of all the employees of the Company. Directors are thankful to the esteemed share holders for their continued support and confidence reposed in the Company. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by Government Authorities, Financial Institutions and Banks, Vendors, Customers, Advisors and other business partners.

For and on behalf of Board of Director

Date: 29th May 2012 Nikhil Chaturvedi Deep Gupta

Place: Mumbai Managing Director Whole time Director


Mar 31, 2011

The Members of Provogue (India) Ltd.

The Directors take pleasure in presenting their 15th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2011.

Financial Results

The financial performance of the Company for the year ended 31st March 2011 is summarized below:

(Rs. In Crore)

Current Previous Particulars Year Year

Income from Operations 565.38 480.67

Other Income 17.22 20.74

Total Income 582.60 501.41

Total Expenditure 539.53 461.27

Profit before Taxation 43.07 40.14

Less: Provision for taxation 9.67 11.79

Profit after Taxation 33.40 28.35

Balance brought forward 90.36 73.76

Less: Amount utilized for - 7.09 share buy back

Less: Provision For Dividend 2.86 2.29

Less: Provision For Corpo- 0.46 0.38 rate Dividend tax

Less: Transfer to General 2.00 2.00 Reserve

Balance transferred to 118.44 90.35 Balance Sheet

PERFORMANCE REVIEW

Your Company is continuously expanding its owned retail store base, which will further increase the Company's presence in retail market. The Company has marked a turnover of Rs. 565.38 Crore for financial year 2010-11 as against Rs 480.67 Crore in the financial year 2009-10,Proft after tax for 2010-11 stood at Rs. 33.40 Crore as against Rs. 28.35 Crore in 2009-10.

During the year the Company opened its first mall in Aurangabad and generated total revenue of INR 10.72 crores. The mall was operational for a period of just under six months.

consolidated Financial statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates issued by ICAI, the Audited Consolidated Financial Statements are provided in the Annual Report.

UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS

Funds amounting to Rs.192.62 Crore raised by way of Preferential Issue of Shares to the Promoters in the Financial Year 2006-07 have been utilized in accordance with the object stated in the explanatory statement to the notice of the aforesaid preferential issue.

During the Financial Year 2008-09 the Company had raised an aggregate amount of Rs.329.82 Crore by way of Preferential Issue of Shares and allotment of convertible warrants. Upto 31st March 2011, the Company has utilized Rs.198.07 Crore towards investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization of the balance funds as at 31st March 2011 of Rs.131.75 Crore has been invested in Mutual Funds, Bonds, Other Loans and in fxed deposits/current account with Banks.

dividend

The Directors are pleased to recommend a dividend on total paid up capital, subject to the approval of the members, at the rate of Rs.0.25 (Twenty Five Paise) per fully paid-up Equity Shares of Rs.2/- each for the financial year ended 31st March, 2011. The proposed dividend will absorb Rs.2.86 crore excluding corporate dividend tax.

listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2011-12 has been paid.

SUBSIDIARY COMPANIES

The Company has 27 subsidiary companies as on 31st March 2011 including downstream subsidiaries. The names of direct subsidiary companies are as follows:

i) Faridabad Festival City Pvt. Ltd.

ii) Sporting and Outdoor Ad-Agency Pvt. Ltd.

iii) Acme Advertisements Pvt. Ltd.

iv) Elite Team Trading Ltd.

v) Prozone Enterprise Pvt. Ltd.

vi) Brightland Developers Pvt. Ltd.

vii) Pronet Interactive Pvt. Ltd.

viii) Flowers, Plants & Fruits (India) Pvt. Ltd.

ix) Probrand Enterprises Ltd.

x) Profab Fashions (India) Ltd.

xi) Oasis Fashion Ltd.

xii) Millennium Accessories Ltd.

xiii) Provogue Holding Ltd.

xiv) Provogue Infrastructure Pvt. Ltd.

xv) Meerut Festival City Pvt. Ltd.*

xvi) Castle Mall Pvt Ltd.

xvii) Standard Mall Pvt. Ltd.**

The downstream subsidiary companies are as follows:

xviii) Alliance Mall Developers Co. Pvt. Ltd.

xix) Prozone Liberty International Ltd.

xx) Prozone International Ltd.

xxi) Empire Mall Pvt. Ltd.

xxii) Omni Infrastructure Pvt. Ltd.

xxiii) Hagwood Commercial Developers Pvt. Ltd.

xxiv) Royal Mall Pvt. Ltd.

xxv) Jaipur Festival City Pvt. Ltd.

xxvi) Prozone Overseas Pte. Ltd.

xxvii) Prozone International Coimbatore Ltd.

* This Company ceased to be subsidiary of Provogue (India) Ltd. w.e.f. 20th May, 2011.

** Became direct subsidiary w.e.f. 28th May, 2011.

In view of circular no. 2/2011 dated 21st February 2011 issued by the Ministry of Corporate Affairs, New Delhi, the Board of Directors of the Company have decided to present the audited consolidated statement of accounts of the company and its subsidiaries in the annual report for the year under review. Your Company believes that the consolidated accounts present a true and fair view of the state of affairs of the Company and its subsidiaries. Accordingly the annual report of your company does not contain the financial statement of its subsidiaries, but contains the audited consolidated financial statements of the company and its subsidiaries.

The annual accounts of the subsidiary companies along with the related detailed information, are available for inspection by the shareholders of the Company and its subsidiary companies during business hours at the respective registered offices of Company and subsidiary companies. Copies of the audited accounts of the company's subsidiaries can be sought by any member by making a written request addressed to the Company Secretary of the company at the registered office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. Arun Bhargava, Mr. Deep Gupta and Mr. Surendra Hiranandani are liable to retire by rotation at the forthcoming Annual General Meeting, and being eligible, have offered themselves for re appointment.

The Board recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance of the Company and Management Discussion and Analysis Report for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

AUDITORS

The Auditors M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai hold the office till the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. The Board recommends their reappointment. They have also confirmed their compliance pursuant to clause 41(1)(h) of the Listing Agreement in respect of "Peer Review Certificate" issued by the Peer Review Board of the ICAI.

FIXED DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2a)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors' confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 as on March 31, 2011 and of the profit of the Company for that year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same. A specimen of request form for registering e-mail IDs to be filled and submitted by the members to the Registrar & Transfer Agent or the Company is attached with this Annual Report.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are requested to register/ update their e-mail Ids with their DPs.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of Annual Report under the head 'Management Discussion and Analysis'.

AUDIT COMMITTEE

In accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956, the company has constituted an Audit Committee, which consists of two Independent non-executive directors namely; Mr. Amitabh Taneja, Chairman, Mr. Punit Goenka and one executive director i.e. Mr. Akhil Chaturvedi. The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

ELECTRONIC FILING

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.provogue.net within the prescribed time limit.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode [other than demat mode] are requested to claim their share certificates from the R&T Agent of the company viz. Link Intime India Pvt. Ltd.

We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ unexchanged shall be transferred to "Unclaimed Suspense Account" and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI.

acknowledgement

Board of Directors wish to express their gratitude and record sincere appreciation for the dedicated efforts of all the employees of the Company. Directors are thankful to the esteemed stake holders for their continued support and confidence reposed in the Company. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by Government Authorities, Financial Institutions and Banks, Vendors, Customers, Advisors and other business partners.

For and on behalf of Board of Director

salil chaturvedi deep gupta

Dy. Managing Whole Time Director Director

Place: Mumbai

Date: 30th May, 2011







 
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