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Directors Report of Provogue (India) Ltd.

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 COMPANY’S 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 (‘the 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 ‘Management 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 ‘Nomination and Remuneration Committee’ and ‘Code 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 ‘Annexure 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 ‘going 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 ‘Annexure 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 ‘Annexure 3’ 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 ‘Annexure 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 ‘Annexure 5'' to the Boards'' Report

The ratio of remuneration of each Director to the median employee’s 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 ‘Annexure 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.

• 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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