Mar 31, 2018
To
The Members,
Provogue (India) Ltd
The Directors are presenting their 22nd report on the business and operations of your Company for the year ended 31st March, 2018.
FINANCIAL RESULTS & OPERATIONS
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
||
31.03.2018 |
31.03.2017 |
31.03.2018| |
31.03.2017 |
|
Income from Operations |
9,177.80 |
21353.10 |
12,685.03 |
26,781.83 |
Add: Other Income |
581.05 |
498.98 |
233.49 |
348.19 |
Total Income |
9,758.85 |
21852.08 |
12,918.52 |
27130.02 |
Less: Total Expenditure |
23,524.35 |
39957.40 |
27,633.67 |
46639.59 |
Less : Exceptional item |
1,722.04 |
- |
2,716.27 |
- |
Profit/ (loss) before Tax |
(15,487.54) |
(18,105.32) |
(17,431.42) |
(19,50957) |
Less: Deferred Tax and Taxes |
60.89 |
(124.60) |
217.13 |
212.15 |
Profit/ (loss) after Tax for the year |
(15,548.43) |
(17,980.72) |
(17,648.55) |
(19,721.73) |
Less: Minority Interest |
- |
- |
(393.12) |
(238.51) |
Profit/ (loss) after Tax for the year |
(15,548.43) |
(17,980.72) |
(17,255.43) |
(1948323) |
STATE OF COMPANYâS AFFAIRS / FINANCIAL PERFORMANCE
Standalone:
The Companyâs gross (total) income for the financial year ended 31st March, 2018 stood at Rs. 9,758.85 lakhs against Rs. 21,852.08 Lakhs during the previous year and the Company was able to decrease the loss before tax implication to Rs. 15,487.54 Lakhs from Rs. 18,105.32 Lakhs as recorded during previous year. The loss after tax implication stood at Rs. 15,548.43 Lakhs as against a loss of Rs. 17980.72 Lakhs in the previous year.
Consolidated
The Consolidated gross (total) income of the Company has reduced to Rs. 12,918.52 Lakhs from Rs. 27130.02 Lakhs during the previous year. The loss before tax implication decreased to Rs. 17,431.42 Lakhs from Rs. 19509.57 Lakhs as recorded during previous year. The loss after tax implication minority interest was stood at Rs. 17,255.43 Lakhs as against a loss of Rs. 19483.23 Lakhs in the previous year.
DIVIDEND & TRANSFER TO RESERVES
In view of the Companyâs carried forward and current losses, your Directors do not recommend any dividend for the year under review. Hence, no amount was transferred to the general reserves.
STRATEGIC DEBT RESTRUCTURING SCHEME
Pursuant to the Strategic Debt Restructuring (SDR) Scheme invoked by the SDR Lenders in terms of Reserve Bank of India (RBI) Circular no. DBR.BP.BC. No.101/21.04.132/2014-15 dated 8th June 2015 and membersâ approval for conversion of debt into equity, the Company on 9th August 2016 allotted 11,90,24,732 fully paid up equity share of face value of Re. 1/- each at a price of Rs. 7.66/- per share to SDR Lenders on preferential basis against the conversion of outstanding dues of Rs. 91.17 Crore out of total outstanding loan of Rs. 305.35 Crore payable to SDR Lenders on the reference date (i.e., 25th January 2016), enabling the SDR Lenders collectively to hold not less than 51% of the total paid up equity share capital of the Company. The said shares were subject to lock in requirement till 25th August 2017.
SHARE CAPITAL
The paid-up equity share capital of your company stood at Rs. 2333.82 lakhs consisting of 23,33,81,827 equity shares of Re. 1/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
LISTING
The Equity Shares of the Company continue to list on BSE Limited and National Stock Exchange of India Limited and the listing fees for the financial year 2018-19 have been paid.
CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the year under report.
SUBSIDIARY, JOINT VENTURE COMPANIES AND ASSCOCIATES COMPANIES:
As on 31st March 2018, the Company has 11 subsidiaries including 1 Step-down subsidiary, 2 foreign subsidiaries and has 2 Associate companies.
Indian Subsidiary Companies:
i) Acme Advertisements Pvt. Ltd.
ii) Brightland Developers Pvt. Ltd.
iii) Faridabad Festival City Pvt. Ltd
iv) Millennium Accessories Ltd.
v) Profab Fashions (India) Ltd.
vi) Provogue Infrastructure Pvt. Ltd.
vii) Proflippers India Private Limited
viii) Provogue Personal Care Private Limited
Step-down Subsidiary:
i) Standard Mall Private Limited
Foreign Subsidiaries:
i) Elite Team (HK) Ltd, Hong Kong
ii) Provogue Holding Ltd, Singapore (under Strike Off process)
Associate Companies:
i. ProSFL Private Limited (Joint venture)
ii. Sporting and Outdoor Ad Agency Pvt Ltd. (w.e.f 17th October 2017)
In addition to above during the year Pronet Interactive Pvt. Ltd ceased to be a subsidiary Company with effect from 18th August 2017 due to its conversion into Limited Liability Partnership.
The Board of Directors (âthe Boardâ) regularly reviews the affairs of the subsidiary/joint venture/associate companies. A statement containing the salient features of the financials statement of subsidiary/joint venture/ associate companies pursuant to the provision of section 129 (3) of the Companies Act 2013 read with rule 8(1) of the Companies Accounts Rules, 2014, is provided in format AOC-1 to the consolidated financial statement and therefore not repeated to avoid duplication.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are made available on our website www.provogue.com in due course. These documents will also be available for inspection during business hours at the registered office of the Company
The copies of accounts of subsidiaries companies can be sought by the member of the company by making a written request address to the Company Secretary at the registered office of the company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of Annual Report under the head âManagement Discussion and Analysisâ.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detention of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures
SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future for the year under review
PUBLIC DEPOSITS
Your Company has not accepted any Public Deposit within the meaning of Chapter V of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and thus, no amount of principal or interest was outstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: - Director retire by rotation :
Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Salil Chaturvedi, (DIN: 00004768) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment. Accordingly, the proposal of his re-appointment has been included in the Notice convening the Annual General Meeting of the Company
A brief resume of Mr. Salil Chaturvedi as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.
- Payment of remuneration to Executive Director for a further period of 2 years of appointment
The Nomination & Remuneration Committee and the Board of Directors on 14th February 2018 subject to the approval of members of the Company at ensuing annual general meeting approved the payment of remuneration to Mr. Deep Gupta, Whole-time Director of the Company for remaining period of his tenure of two years with effect from 1st April 2018 to 31st March, 2020. Detailed explanations on the matter are given in explanatory statement of notice of this AGM, forming part of this report.
- Declaration by Independent Directors:
The Company has received necessary declarations from all independent directors pursuant to the requirement of section 149(7) of the Companies Act 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations, 2015.
- Annual Familiarization Programme
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http:// corporate.provogue.com.
- Key Managerial Personnel:
There has been no change in Key Managerial Personnel during the financial year 2017-18. As on 31st March 2018, the following are the Key Managerial Personnel of the Company.
Name |
Designation |
Mr. Nikhil Chaturvedi |
Managing Director |
Mr. Deep Gupta |
Whole-time Director & Chief Financial Officer |
Mr. Vishant Shetty |
Company Secretary and Compliance Officer |
- Board evaluation
Pursuant to the Companies Act, 2013 a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
The Board based on evaluation criteria recommended by the âNomination and Remuneration Committeeâ and âCode for Independent Directorsâ and pursuant to applicable regulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations, 2015, evaluated the performance of Board members.
The Board after due discussion and taking into consideration of the various aspects such as performance of specific duties, obligations, Boardâs functioning, composition of the Board and its Committees and governance expressed their satisfaction with the evaluation process and performance of the Board.
- Remuneration Policy
The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Company has designed the Remuneration Policy to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. This Remuneration Policy applies to Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) of the Company and is attached to this report as âAnnexure 1â.
Secretarial Standards
The Directors states that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to âMeeting of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed alongwith proper explanation relating to material departures, if any;
b. 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 as at March 31, 2018 and of the loss of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a âgoing concernâ basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMMITTEES OF THE BOARD
The Board of Directors of the Company has the following committees as on 31st March, 2018;
1. Audit Committee.
2. Nomination and Remuneration Committee.
3. Stakeholders Relationship Committee.
4. CSR Committee
The details of the Committees along with its composition, number of meeting and attendance at the meeting are provided in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the period under review.
AUDITORS
Statutory Auditors:
At the 18th Annual General Meeting of the Company held on 30th September 2014, M/s Ajay Shobha & Co, Chartered Accountants, (Firm Reg. No. 317031E), was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 18th Annual General Meeting until the conclusion of the 22nd Annual General Meeting, subject to the ratification by the Shareholders each year and on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditor.
As the first term of M/s Ajay Shobha & Co, Chartered Accountants will expire at the conclusion of the ensuing 22nd Annual General Meeting of the Company; it is proposed to re-appoint M/s Ajay Shobha & Co, Chartered Accountants, as Statutory Auditor for a second term of five years, subject to the approval of the Shareholders of the Company. Pursuant to the recommendation of the Audit Committee of the Board, the Board of Directors has proposed the appointment of M/s Ajay Shobha & Co, as the Statutory Auditors of the Company for a period of five consecutive years (second term) and to hold office from the conclusion of the 22nd Annual General Meeting upto the conclusion of the 27th AGM of the Company to be held in the year 2023. The Shareholders are requested to consider their appointment on such remuneration as may be mutually decided by the Board and the Auditors.
In this regard, the Company has received a certificate from the said Statutory Auditor to the effect that the appointment, if made, would be in accordance with the relevant provisions of Section 141 of the Companies Act, 201 3. Further as required under Regulation 33(1 ) (d) of the Listing Regulations, the Statutory Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and that they hold a valid certificate issued by the Peer Review Board of ICAI.
Auditorsâ observations and managementâs response to auditorsâ observation:
The auditors of the Company have qualified their report to the extent and as mentioned in the Auditors Report. The auditorsâ qualifications on standalone and consolidated financial and management response thereto are as under:
The Company has not provided interest for the quarter and year ended March 31, 2018 amounting to Rs. 740.50 lacs and Rs. 1481.00 lacs respectively and reversed interest provided post SDR amounting to Rs. 5,252.34 lacs payable to various lenders since the credit facilities are classified as sub-standard as per RBI guidelines. Had the Company provided interest for the quarter and year ended March 31, 2018, finance cost would have been higher by Rs. 740.50 lacs and Rs. 1481.00 lacs respectively and had the Company had not reversed post SDR interest, net loss would have been higher by Rs. 740.50 lacs and 6733.34 lacs for the quarter and year ended March 31, 2018.
Management response: The Company is in discussion with the bankers for a resolution plan, hence Company has not accrued interest for the period post SDR date and the same will be accounted on finalization of resolution plan.
Secretarial Auditor
Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed M/s. HS Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditorâs Report is enclosed to this report as âAnnexure 2â. The Secretarial Audit Report enclosed herewith is self explanatory.
Cost auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records maintained by the Company.
The Board of Directors, on recommendation of Audit Committee, has appointed M/s Ketki D. Visariya & Co., Cost Accountants, (Firm Registration Number: 000362) as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 201 3, a resolution seeking memberâs approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification. Your Company has received certificates from M/s Ketki D. Visariya & Co.,
Cost Accountants, informing their eligibility, willingness and independence to be appointed as cost auditors of the Company.
The Company has filed the cost audit report upto the financial year ended 31st March 2017 with MCA during the financial year
DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has been employing women employees in various cadres within its corporate office and its stores. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees is set up to redress complaints if received and are monitored on regular basis.
During the year under review, Company did not receive any complaint regarding sexual harassment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018 is given below and forms part of the Directorsâ Report
A. Conservation of Energy:
i) The steps taken or impact on conservation of energy:
Currently the operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
ii) The steps taken by the Company for utilizing alternate sources of energy: Nil
iii) The capital investment on energy conservation equipments: Nil
B. Technology Absorption:
i) The efforts made towards technology absorption :
The Company is monitoring the technological up-gradation taking place in other countries in the field of garment manufacturing and the same are being reviewed for implementation.
The benefits derived like product improvement, cost reduction, product development or import substitution: Product improvement
ii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
a) the details of technology Imported
b) the year of Import
c) whether the technology been fully absorbed / Nil
d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action
iii) The expenditure incurred on Research and Development during the year included in the manufacturing cost.- Not applicable
C. Foreign Exchange Earnings and Outgo:
DISCLOSURES UNDER COMPANIES ACT 2013:
- Extract of Annual Return:
In accordance with section 134(3) of the Companies Act 2013, an extract of the annual return in the prescribed format is appended as âAnnexure 3â to the Boardsâ Report.
- Number of meetings of the Board:
The Board met four times during the financial year, 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 within the period prescribed by the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
- Committees of the Board:
The Board has established committees as per the requirement of Companies Act 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the Committees as per the applicable provisions of the Act, Rules and SEBI (LODR) Regulations, 2015 are as under:
Committee Name |
Composition of the Committee |
Audit Committee |
1. Mr. Dinesh Arya, Chairman 2. Mr. Hetal Hakani, Member 3. Mr. Akhil Chaturvedi, Member |
Nomination & Remuneration Committee |
1. Mr. Hetal Hakani, Chairman 2. Mr. Dinesh Arya, Member 3. Mr. Salil Chaturvedi, Member |
Stakeholders Relationship Committee |
1. Mr. Salil Chaturvedi, Chairman 2. Mr. Deep Gupta, Member 3. Mr. Akhil Chaturvedi, Member |
CSR Committee |
1. Mr. Deep Gupta, Chairman 2. Mr. Nikhil Chaturvedi, Member 3. Mr. Hetal Hakani, Member |
- Vigil Mechanism/ Whistle Blower Policy:
In conformity with the requirements of Section 177 of the Companies Act, 2013, the Company has devised Vigil Mechanism and has formal whistle blower policy under which the Company takes cognizance of complaints made by the employees and others and also provides for direct access to the Chairman of Audit Committee in deserving cases.
Your Company hereby confirms that no directors/ employees were denied access to the Chairman of Audit Committee and that no complaints were received during the year under period.
The Whistle Blower Policy of the Company has been posted on the website of the Company and is available at http://corporate.provogue.com/ investors.
- Particulars of loans, guarantees and investments:
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are form part of the notes to the financial statements provided in this Annual Report.
- Particulars of material contracts or arrangements made with related parties:
The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as âAnnexure 4â to the Boardsâ Report.
- Particulars of employees:
The table containing names and other particulars of Directors in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure 5 to the Board Report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure as appended as âAnnexure 6â forming part of this report.
- Transfer to Reserves:
During the year, company has not transferred any amount to reserve.
- Material changes and commitments:
No material changes and commitments affecting the financial position of your Company have occurred during 31st March, 2018.
- Corporate Social Responsibility
There has been no change in constitution of the Corporate Social Responsibility Committee as on 31st March 2018. Mr. Deep Gupta, Whole-time Director & CFO heads the Committee as Chairman and Mr. Nikhil Chaturvedi, Managing Director and Mr. Hetal Hakani, Independent Director are the members of the Committee.
The CSR Committee in its meeting held on 14th February 2018 reviewed the draft financials of the Company for the period ended 31st December 2017, considering the continuous loss suffered by the Company over a period, decided not to incur any expenditure on CSR activity during financial year 2017-18.
REMOTE 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 and Reg. 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to provide members, the facility to exercise their right to vote at this Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Securities (India) Limited (CDSL).
ELECTRONIC FILING:
The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports and others reports and intimations filed with Stock Exchanges etc. and other information on its website viz. www.provogue.com.
TRANSFER OF UNPAID/UNCLAIMED AMOUNTS OF DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND Unclaimed Dividends
Pursuant to the provisions of Section 1 25 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of unpaid dividends that are lying unclaimed for a period of 7 consecutive years from the date of its transfer to the unpaid dividend account, is liable to be transferred to the Investorsâ Education & Protection Fund (IEPF). Accordingly, the unclaimed dividend amounting to Rs. 75,856/-, in respect of the financial year 2009-10 was transferred to the IEPF on 10th November 2017. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28th September, 2017 (date of last Annual General Meeting) on the Companyâs website viz www.provogue.com, and on the website of the Ministry of Corporate Affairs. Further, please note that the unclaimed dividend in respect of the financial year 201011 must be claimed by the concerned shareholders on or before 24th October 2018, failing which it will be transferred to the IEPF, in accordance with the said Rules.
Transfer of underlying Equity Shares in respect of the Unclaimed Dividends to the IEPF Authority Account
In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company transferred the corresponding shares to IEPF, where the dividends which have been unclaimed by the concerned shareholders for the last seven consecutive years viz., since FY 2009-10. Further dividend which remains unclaimed for the last 7 years since 2010-11 must be claimed by the concerned shareholders on or before 24th October 2018 for which Company has sent reminder letter to them. If the shareholders fail to claim the dividend, the company will be transferring the unclaimed dividend and the corresponding shares to IEPF within a period of 30 days from the due date. Details of unpaid and unclaimed dividends lying with the Company as on 28th September 2017 (date of the previous Annual General Meeting), are provided on the website, at http://corporate.provogue.com/investors/
The shareholders are requested to verify their records and claim their unclaimed dividends for the past years, if not claimed.
APPRECIATION
Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed share holders for their support and confidence reposed in the Company and to The Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants and other business partners.
For and on behalf of Board of Director
Sd/- Sd/-
Nikhil Deep
Date: 11th May 2018 Chaturvedi Gupta
Place: Mumbai Managing Whole time
Director Director
DIN:00004983 DIN: 00004788
Mar 31, 2016
The Directors are presenting their 20th report on the business and operations of your Company for the year ended 31st March 2016.
FINANCIAL RESULTS & OPERATIONS
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
||
|
31.03.2016 | |
31.03.2015 |
31.03.2016 | |
31.03.2015 |
Income from Operations |
42,343.66 |
54,545.85 |
51,051.40 |
73,428.57 |
Other Income |
217.48 |
326.73 |
17904703 |
2,176730'' |
Total Income |
42,561.14 |
54,872.58 |
52,955.43 |
757604.87 |
Total Expenditure |
(61,662.91) |
(63,425.50) |
(727503741) |
(84421.62) |
Exceptional item |
(508.65) |
1,042.83 |
(370748) |
1042783 |
Profit/ (loss) before Tax |
(19610.42) |
(7,510.09) |
(19,978746) |
(7,773.92) |
Tax (expenses)/ benefits |
43.64 |
54.24 |
(0.89) |
44.68 |
Profit/ (loss) after Tax for the year before minority Interest |
(19,566.78) |
(7,455.85) |
(19,919.35) |
(7,729.24) |
Minority Interest |
- |
- |
85.75 |
245.28 |
Profit/ (loss) after Tax for the year |
(19,566.78) |
(7,455.85) |
(19,833.60) |
(7,483.96) |
|
|
|
STATE OF COMPANYâS AFFAIRS / FINANCIAL PERFORMANCE
Standalone
The Company''s gross (total) income for the financial year ended 31st March, 2016 decreased to Rs. 42,343.66 lakhs against Rs. 54,545.85 lakhs during the previous year. The loss before tax increased to Rs. 19,610.42 lakhs from Rs. 7,510.09 lakhs as recorded during previous year. The loss after tax increased to Rs. 19,566.78 lakhs from Rs. 7,455.85 lakhs in the previous year.
Consolidated
The Company''s gross (total) income for the financial year ended 31st March, 2016 decreased to Rs. 51,051.40 lakhs from Rs. 73,428.57 lakhs during the previous year. The loss before tax increased to Rs. 19,918.46 lakhs from Rs. 7,773.92 lakhs as recorded during previous year. The loss after tax and minority interest increased to Rs. 19,833.60 lakhs from Rs. 7,483.96 lakhs in the previous year.
Strategic Debt Restructuring (SDR)
In terms of circular no. BR.BP.BC.No.101/21.04. 132/2014-15 dated 8th June, 2015 issued by Reserve Bank of India (RBI), the Joint Lenders Forum (JLF) reviewed the account of the Company on 13th January, 2016 and after evaluating the several options for Corrective Action Plan (CAP) for revival of business of the Company, finally on 25th January, 2016 (reference date) decided to invoke the SDR on the Company. On the reference date, total amount of outstanding loan payable to lenders was Rs. 305.35 Crore and the share price for conversion of part of debt into equity was determined to Rs. 7.66 per shares as per the pricing formula stipulated by the RBI. Accordingly, the part of debt of Rs. 91.17 Crore is likely to be converted into equity subscription amount against issue of 11,90,24,732 equity shares by the Company to Lender entitling them to hold collectively not less than 51% of post issue equity share capital of the Company.
Accordingly, the Company through Postal Ballot concluded on 28th March, 2016, obtained the approval of members of the Company by passing a special resolution for conversion of a part of the outstanding debt into equity, however the further steps of completing the issue and allotment of shares to SDR Lenders on preferential basis are in process and required to be accomplished before 10th August, 2016, being a period of 210 days from review of accounts by JLF. The shares proposed to be issued shall be listed on the Stock Exchanges where the securities of the Company are listed, however said shares shall be subject to lock-in requirement for the a period of one year from the date of trading permission by the Stock Exchanges.
DIVIDEND:
In view of loss incurred by the Company during the financial year and considering cash requirement for business growth and debt servicing, your Directors decided, not to propose any dividend for the financial year ended 31st March 2016.
SHARE CAPITAL AND LISTING OF SHARES
The issued, subscribed and paid up share capital of the Company as on 31st March, 2016, amounted to Rs. 11.43.57.095 (Rupees Eleven Crores Forty Three Lakh Fifty Seven Thousand Ninety Five only) consisting of 11.43.57.095 Equity Shares of Re 1 each fully paid up. During the year under report, your Company has not issued any class of shares and hence, there has been no change in the issued, subscribed and paid up share capital of the Company.
The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the year under report.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has 14 subsidiary companies as on 31st March, 2016 including step-down subsidiaries and 2 foreign subsidiaries.
Indian Subsidiary Companies are:
i) Millennium Accessories Ltd.
ii) Provogue Infrastructure Pvt. Ltd.
iii) Sporting and Outdoor Ad-Agency Pvt. Ltd.
iv) Acme Advertisements Pvt. Ltd.
v) Brightland Developers Pvt. Ltd.
vi) Faridabad Festival City Pvt. Ltd
vii) Pronet Interactive Pvt. Ltd.
viii) Profab Fashions (India) Ltd.
ix) Classique Creators Private Limited
x) Proskins Fashion Private Limited
xi) Provogue Personal Care Private Limited
Step-down subsidiary is:
xii) Standard Mall Private Limited
Foreign subsidiaries are:
xiii) Elite Team (HK) Ltd, Hong Kong
xiv) Provogue Holding Ltd, Singapore
Joint Venture Companies
i. ProSFL Private Limited
ii. Procountys Developer Private Limited
The Board of Directors (âthe Board'') regularly reviews the affairs of the subsidiaries. In compliance with section 129 (3) of the Companies Act 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.
Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended to this Report. The Statement also provides the details of performance, financial positions of each of the subsidiaries.
The annual accounts of the subsidiary companies and related detailed information are made available to the members of the company and of the subsidiary companies seeking such information and are also made available for inspection by any member at the registered office of the company during business hours.
The copies of accounts of subsidiaries companies can be sought by the member of the company by making a written request to the Company Secretary at the registered office of the company.
CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate issued by Practicing Company Secretary confirming required compliance, forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of Annual Report under the head âManagement Discussion and Analysis''.
PUBLIC DEPOSITS
Your Company has not accepted any Public Deposit within the meaning of Chapter V of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and thus, no amount of principal or interest was outstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL - Director
During the year, pursuant to the provisions of second proviso to Section 149(1) and Section 161 of the Companies Act, 2013 and the Rules made there under, the Company has appointed Ms. Gauri Sanjay Pote (DIN: 07301254) as an Additional Director in the category of Independent Director with effect from 30th September 2015 to hold office until the date of this Annual General Meeting in terms of Section 161 of the Act. Pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the rules made there under, read with Schedule IV to the Companies Act, 2013, your Directors recommended the appointment of Ms. Gauri Pote as Woman cum Independent Director of the Company to hold office for a period of five years up to 30th September, 2020, subject to approval by the members in the this Annual General Meeting and her office as an Independent Director shall not be subject to retirement by rotation. Details of the proposal for appointment of Ms. Gauri Pote, are mentioned in the Explanatory Statement of the Notice of this Annual General Meeting
Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Akhil Chaturvedi, (DIN: 00004779) Director is liable to retire by rotation at this Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his re-appointment has been included in the Notice convening the Annual General Meeting of the Company.
A brief resume of directors seeking appointment/ re-appointment consisting 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 Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.
- Appointment and Remuneration of Directors
The appointment and remuneration of Directors is governed by the Remuneration Policy of the Company which also contains the criteria for determining qualifications, positive attributes and independence of Directors. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.
- Independent Directors
The Company has received necessary declarations from all independent directors pursuant to the requirement of section 149(7) of the Companies Act 2013 that they fulfill the criteria of independence laid down in section 149(6) of the Companies Act 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations, 2015.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the following link: http://corporate.provogue.com/investors
- Key Managerial Personnel
The following are the Key Managerial Personnel of the Company as on 31st March, 2016
Name |
Designation |
Mr. Nikhil Chaturvedi |
Managing Director |
Mr. Deep Gupta |
Whole-time Director & Chief Financial Officer |
Mr. Vishant Shetty |
Company Secretary and Compliance Officer (w.e.f. 20th January, 2016) |
During the year, Mr. Ajayendra Pratap Jain Company Secretary and Key Managerial Personnel had resigned from the office with effect from the end of business hours of Monday, the 30th November 2015.
Consequently, the Board had appointed Mr. Vishant Shetty, a member of the Institute of Company Secretaries of India (ICSI), (Membership no. ACS-38378), as Company Secretary of the Company with effect from 20th January 2016 and subsequently in its Meeting held on 12th February, 2016 designated him as Key Managerial Personnel of the Company.
- Board evaluation
Pursuant to the Companies Act 2013 a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
The Board based on evaluation criteria recommended by the âNomination and Remuneration Committeeâ and âCode for Independent Directors'' and pursuant to applicable regulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations, 2015, evaluated the performance of Board members.
The Board after due discussion and taking into consideration of the various aspects such as performance of specific duties, obligations, Board''s functioning, composition of the Board and its Committees and governance expressed their satisfaction with the evaluation process and performance of the Board.
- Remuneration Policy
The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality if decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Company has designed the Remuneration Policy to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. This Remuneration Policy applies to Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) of the Company and is attached to this report as âAnnexure 1''.
DIRECTORS RESPONSIBILITY STATEMENT
Your Director state that:
a. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;
b. 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 as at March 31, 2016 and of the loss of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a âgoing concern'' basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMMITTEES OF THE BOARD
The Board of Directors of the Company has the following committees as on 31st March, 2016;
1. Audit Committee.
2. Nomination and Remuneration Committee.
3. Stakeholders Relationship Committee.
4. CSR Committee
The details of the Committees along with its composition, number of meeting and attendance at the meeting are provided in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the period under review.
AUDITORS
Statutory Auditors
The members of the Company in their Annual General Meeting held on September 30, 2014, appointed M/s Ajay Shobha & Co., as Statutory Auditors of the Company for the period of four financial years from 2014-2015 to 2017-2018. In the term of first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Ajay Shobha & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders to hold the office from the conclusion of 20th Annual General Meeting up to the conclusion of 21st Annual General Meeting of the Company.
The Company had received a letter from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.
The observations and comments given by the Auditors in their report read together with notes to Accounts are self explanatory and hence do not require any further comments under section 134 (3) (f) of the Companies Act, 2013.
Secretarial Auditor
Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed Mr. Hemant Shetye, Partner, of M/s. HS Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditor''s Report is attached to this report as âAnnexure 2''. The Secretarial Audit Report is self explanatory and thus does not require any further comments.
Cost auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records maintained by the Company.
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Ketki D. Visariya & Co., Cost Accountants, (Firm Registration Number: 00362) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification. Your Company has received certificates from M/s Ketki D. Visariya & Co., Cost Accountants, informing their eligibility, willingness and independence to be appointed as cost auditors of the Company.
DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing women employees in various cadres within its corporate office, factory premises and its stores. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees is set up to redress complaints if received and are monitored on regular basis.
During the year under review, Company did not receive any complaint regarding sexual harassment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2016 is given below and forms part of the Directors'' Report
A. Conservation of Energy
i) The steps taken or impact on conservation of energy:
The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
ii) The steps taken by the Company for utilizing alternate sources of energy: Nil
iii) The capital investment on energy conservation equipments: Nil
B. Technology Absorption
i) The efforts made towards technology absorption:
The Company is monitoring the technological up-gradation taking place in other countries in the field of garment manufacturing and the same are being reviewed for implementation.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution : Product improvement
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
a) the details of technology Imported
b) the year of Import
c) whether the technology been fully absorbed Nil
d) If not fully absorbed, areas where this has not taken
place, reasons therefore and future plan of action
iv) The expenditure incurred on Research and Development during the year included in the manufacturing cost.- Not applicable
C. Foreign Exchange Earnings and Outgo
(Rs. In Lakhs)
Particulars |
2015-16 | |
2014-15 |
Foreign Exchange Earnings |
9,485.55 |
12,004.90 |
Foreign Exchange outgo |
121.54 |
1265.20 |
DISCLOSURES UNDER COMPANIES ACT 2013:
- Extract of Annual Return:
In accordance with section 134(3) of the Companies Act 2013, an extract of the annual return in the prescribed format is appended as âAnnexure 3â to the Boards'' Report.
- Number of meetings of the Board:
The Board met four times during the financial year, 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 within the period prescribed by the Companies Act 2013 and SEBI (LODR) Regulations, 2015.
- Committees of the Board:
The Board has established committees as per the requirement of Companies Act 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee .
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the Committees as per the applicable provisions of the Act, Rules and SEBI (LODR) Regulations, 2015 are as under:
Committee Name |
Composition of the Committee |
Audit Committee |
1. Mr. Dinesh Arya, Chairman 2. Mr. Hetal Hakani, Member 3. Mr. Akhil Chaturvedi, Member |
Nomination & Remuneration Committee |
1. Mr. Hetal Hakani, Chairman 2. Mr. Dinesh Arya, Member 3. Mr. Salil Chaturvedi, Member |
Stakeholders Relationship Committee |
1. Mr. Salil Chaturvedi, Chairman 2. Mr. Deep Gupta, Member 3. Mr. Akhil Chaturvedi, Member |
CSR Committee |
1. Mr. Deep Gupta, Chairman 2. Mr. Nikhil Chaturvedi, Member 3. Mr. Hetal Hakani, Member |
- Vigil Mechanism/ Whistle Blower Policy:
In conformity with the requirements of Section 177 of the Companies Act, 2013, the Company has devised Vigil Mechanism and has formal whistle blower policy under which the Company takes cognizance of complaints made by the employees and others and also provides for direct access to the Chairman of Audit Committee in deserving cases.
Your Company hereby confirms that no directors/ employees were denied access to the Chairman of Audit Committee and that no complaints were received during the year under period.
The Whistle Blower Policy of the Company has been posted on the website of the Company and is available at http://corporate.provogue.com/ investors.
- Particulars of loans, guarantees and investments:
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are form part of the notes to the financial statements provided in this Annual Report.
- Particulars of material contracts or arrangements made with related parties:
The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as âAnnexure 4'' to the Boards'' Report.
- Particulars of employees:
Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 the names and other particulars of the employee are appended as âAnnexure 5'' to the Boards'' Report
The ratio of remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as âAnnexure 6'' and forms part of this Report.
- Transfer to Reserves:
During the year, company has not transferred any amount to reserve.
- Material changes and commitments:
No material changes and commitments affecting the financial position of your Company have occurred between 31st March, 2016 and the date of the report, except sale of 100% stake of Classique Creators Private Limited (CCPL) on 25th April 2016 at a consideration of Rs.5 Lakh consequently CCPL ceased to be the subsidiary of the Company.
- Corporate Social Responsibility
In compliance with the requirement of section 135 of the Companies Act 2013, the Board of Directors in their meeting held on 14th November 2014 had constituted Corporate Social Responsibility (CSR) Committee designating Mr. Deep Gupta Wholetime Director & CFO as Chairman and Mr. Nikhil Chaturvedi, Managing Director and Mr. Hetal Hakani, Independent Director as members to the Committee. The Board of Directors had approved the Corporate Social Responsibility Policy (CSR Policy), as formulated and recommended by the CSR Committee.
The CSR Committee in its meeting held on 12th February 2016 reviewed the draft financials of the Company for the period ended 31st December 2015, considering the continuous loss suffered by the Company over a period, decided not to incur any expenditure on CSR activity during financial year 2015-16. However, the Committee showed its very positive gestures of willingness to contribute towards Corporate Social Responsibility in the period to come upon revival of financial position of the Company.
REMOTE 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 and Reg. 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to provide members, the facility to exercise their right to vote at this Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Securities (India) Limited (CDSL).
ELECTRONIC FILING
The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports and others reports and intimations filed with Stock Exchanges etc. and other information on its website viz. www.provogue.com.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
Pursuant to SEBI (LODR) Regulations 2015 the details of the shares lying with the Company in Unclaimed Suspense Account as on March 31, 2016 are as under:
|
Description |
No. of cases |
No. of shares |
1 |
Aggregate no. of shareholders and outstanding shares in unclaimed suspense account at beginning of the year |
17 |
3400 |
2 |
No. of shareholders who approached issuer for transfer of shares from unclaimed suspense a/c during the year |
0 |
0 |
|
Description |
No. of cases |
No. of shares |
3 |
No. of shareholders to whom shares were transferred from unclaimed suspense account during the year |
0 |
0 |
4 |
Aggregate no. of shareholders and outstanding shares in the suspense account at the end of year |
17 |
3400 |
During the financial year, company has not declared any corporate benefit on above shares however, corporate benefits, if any accrued on above numbered unclaimed shares will be credited to the same account and the Voting rights on these shares shall remained frozen till the rightful owner of such shares claims the shares.
APPRECIATION
Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed share holders for their support and confidence reposed in the Company and to The Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants and other business partners.
For and on behalf of Board of Director
Date: 27th May, 2016 Nikhil Chaturvedi Deep Gupta
Place: Mumbai Managing Director Whole time Director
DIN: 00004983 DIN: 00004788
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
Mar 31, 2010
The Directors take pleasure in presenting their 14th Annual Report of
the Company together with the audited financial statements
fortheyearended31stMarch,2010.
FINANCIAL RESULTS
The financial performance of the Company for the year ended31st March
2010issummarized below:
(Rs.ln.Crores)
31.03.22010 31.03.2009
Income from Operations 480.67 359.73
Other Income 20.74 26.26
Total Income 501.40 385.99
Profit before Interest,
Depreciation and Tax 71.99 64.78
Less: Interest 19.94 14.97
Less: Depreciation 12.28 9.51
Profit before Taxation 39.76 40.30
Less: Provision for taxation 11.79 10.88
Profit after Taxation 27.97 29.42
Less: Prior Period Items (0.38) (0.04)
Profit available for appropriation
Appropriation 28.35 29.46
Less: Provision For Dividend 2.29 3.49
Less: Provision For Corporate
Dividend tax 0.38 0.60
Less: Transfer to General Reserve 2.00 2.00
Balance transferred to
Balance Sheet 23.68 23.37
PERFORMANCE REVIEW
Your Company is continuously expanding its owned retail store base,
which will further increase the Companys presence. The Company has
marked a turnover of Rs 480.67 Crore for financial year 2009-10 as
against Rs 359.73 Crore in the financial year 2008-09, registering a
growth of 33.62% y- o-y basis. Profit after tax for FY2009-10 stood at
Rs. 27.97 CroresasagainstRs.29.42Croresinthepreviousyear.
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.
BUY-BACK OF EQUITY SHARES
The Board of Directors at their meeting held on 14th August, 2009
approved buy-backof not exceeding 50 lacs fully paid-up Equity Shares
of Rs.2/- each, at a price not exceeding Rs.100 per Equity Share, by
utilizing an amount of not exceeding Rs.50 Crores, from open market
through NSE and BSE using their nation-wide electronic trading
facilities in compliance with the provisions of the Companies Act, 1956
read with Securities and Exchange Board of India (Buy-Back of
Securities) Regulations, 1998. Accordingly, Public Announcement (PA)
and Corrigendum to PA dated 14th August, 2009, were issued by the
Company.
The Buy-back Offer was open from August 14, 2009 to February 12,2010.
No orders were placed after February 5, 2010, as announced in the PN
cum PA. During the period the Company bought-back 20,49,610 Equity
Shares, for a total consideration of Rs. 12,39,39,436/- representing
24.790/c of the Maximum Offer Size. The paid-up capital of the Company
after extinguishment of shares bought back under the Scheme stood at
Rs. 22,87,14,190/- consisting of 11,43,57,095 equity shares of Rs.2/-
each.
UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS
The Company has raised Rs. 19,261.62 lacs through a preferential issue
of equity shares to foreign institutional investor and promoters by way
of Convertible warrants in theyear2006-07.
Out of the above receipt of Rs. 19,261.62 Lacs, the Company has
utilized an amount of Rs.15,273.74 Lacs, for investment in retail
expansion, subsidiaries, meeting working capital requirement and
forgeneral corporate purpose.
The Company has further raised Rs. 32,982.40 lacs through preferential
issue proceeds during the year 2007-08 and has utilized Rs. 20,293.85
lacs for investment in its retail expansion,subsidiary, meeting working
capital requirement and for general corporate purposes. Pending
utilization as at March 31, 2010 the balance funds has been invested in
Mutual Funds, 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.
0.20 (Twenty Paise) per fully paid-up Equity Shares of Rs.2/- each of
the Company for the financial year ended 31 st March, 2010. The
proposed dividend will absorb Rs. 2,28,71,419/-excluding corporate
dividend tax.
LISTING:
TheequitysharesoftheCompany 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 year2010-11 has been paid.
SUBSIDIARYCOMPANIES:
The Company has 26 subsidiary companies as on 31 st March 2010
including downstream subsidiaries.
The names of directsubsidiary companies are as follows:
i) Prozone Enterprise Pvt. Ltd.
ii) Pronet Interactive Pvt. Ltd.
iii) Sporting and Outdoor Ad-Agency Pvt. Ltd.
iv) Probrand Enterprises Ltd.
v) Profab Fashions (India) Ltd.
vi) Oasis Fashion Ltd.
vii) Millennium Accessories Ltd.
viii) Flowers, Plants & Fruits (India) Pvt. Ltd.
ix) Provogue Holding Ltd
x) Provogue Infrastructure Pvt Ltd.
xi) Faridabad Festival City Pvt. Ltd
xii) Meerut Festival City Pvt. Ltd
xiii) Elite Team Trading Ltd
xiv) Acme Advertisements Pvt Ltd
The downstream subsidiary companies are as follows:
xv) Omni Infrastructure Pvt. Ltd.
xvi) Hagwood Commercial Developers Pvt. Ltd.
xvii) Prozone Liberty International Ltd.
xviii) Prozone International Ltd
xix) Alliance Mall Develo pers Co.Pvt.Ltd
xx) Royal Mall Pvt. Ltd
xxi) CastleMallPvt.Ltd
xxii) Standard Mall Pvt. Ltd.
xxiii) Jaipur Festival City Pvt. Ltd
xxiv) Prozone Overseas Pte. Ltd
xxv) EmpireMallPvt.Ltd.
xxvi) Prozone International Coimbatore Ltd
In terms of the approval granted by the Central Government u/s 212 (8)
of the Companies Act, 1956, vide order no. 47/216/2010-CL-lll Dated
5th April, 2010, copies of the Balance Sheet, Profit & Loss Account,
Reports of the Board and the Auditors of the Subsidiary Companies have
not been attached to the Balance Sheet of the Company as at 31st March,
2010. However, the related detailed information of the annual accounts
of the Subsidiary Companies will be made available to the Holding and
Subsidiary Companies investors seeking this information. The annual
accounts of the Subsidiary Companies will also be kept for inspection
by the investors at the Registered Office of the Company and that of
the Subsidiary Companies concemed.
DIRECTORS:
. Mr. Punit Goenka was inducted on the Board of the Company on 27th
November, 2009 as an additional Director and shall hold office of
Director till the conclusion of the Annual General Meeting. The Board
recommends his appointment as Director liable to retire by rotation at
the ensuing Annual General Meeting.
. In accordance with the provisions of the Companies Act, 1956, Mr.
Akhil Chaturvedi, Mr. Nigam Patel and
Mr. Rakesh Rawat are liable to retire by rotation at the forthcoming
Annual General Meeting, and being eligible, have offered themselves for
re appointment.
. Subject to approval of Members, the Board of Directors of the
Company, on the recommendations of the Remuneration/Compensation
committee, at their meeting held on 28th January 2010 re-appointed Mr.
Nikhil Chaturvedi as Managing Director, Mr. Deep Gupta, Mr. Akhil
Chaturvedi, Mr. Nigam Patel and Mr. Rakesh Rawat as Whole Time
Directors and appointed Mr. Salil Chaturvedi as Dy. Managing Director
with effect from April1,2010fbra period of 5years.
The Board recommends their reappointment.
à Mr. Rakesh Jhunjhunwala resigned from the Board of the Company with
effect from 24th February, 2010. The Board acknowledges its deep
appreciation for the services rendered by him during his tenure.
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 madethere under.
PARTICULARSOF 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 DirectorsReport.
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.
DIRECTORSRESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956your
Directors confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards have beenfollowed.
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 March31,
2010andoftheprofitoftheCompanyforthatyear.
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 Annexur eforming partofthis report.
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 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
Place: Mumbai Nikhil Chaturvedi Deep Gupta
Date: 25th May, 2010 Managing Director Whole Time
Director
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