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Notes to Accounts of Provogue (India) Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION:

Provogue (India) Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing, trading of garments, fashion accessories, textile products and related materials. The equity shares of the Company are listed on the BSE Limited and National Stock Exchange of India Limited.

2. BASIS OF PREPARATION:

The Financial Statements have been prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis and in compliance with all the mandatory accounting standards as prescribed under Section 133 of the Companies Act 2013 ('Act') read with Rule 7 of the Companies (Accounts) rules, 2014. Financial Statements are based on historical cost convention and are prepared on accrual basis.

3. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ' 1 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends (if any) in Indian rupees. The dividend if any proposed by the Board of Directors (if any) is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. LONG-TERM BORROWINGS

a) Term Loans from Banks includes :

Rs. 5868.51 Lacs (PY Rs. 6363.34 Lacs) term loan from Bank of India carries interest @ Base Rate 2.50% per annum. The loan is repayable in 60 stepped up monthly installments commencing from April 2013. The loan is secured by First exclusive charge on future credit card cash flows through escrow account mechanism; Second pari passu charge on movable & immovable fixed asset of the company and current asset of the company and further secured by personal guarantee of promoter directors.

b) Hire Purchase Loans amounts to Nil (PY 6.59 Lacs) were secured by hypothecation of respective vehicles financed. The loan carried interest ranging from 11% to 12.50% p.a. The loan was repayable in 36 to 60 equal monthly instalments starting from the respective date of finance.

Secured :

Cash Credit Loan:

Rs. 15,730.99 Lacs (PY Rs. 15,803.30 Lacs) - Secured by hypothecation of stocks and book debts, the personal guarantee of certain promoters and further collaterally secured by equitable mortgage of office and factory premises (at Daman) of the Company carrying interest @ 12.50% to 13.50% p.a.

Packing Credit Loan and Foreign Bills Purchased:

Rs. 5,423.59 Lacs (PY Rs. 5,197.08 Lacs) - Secured by hypothecation of stocks and book debts of export division and the personal guarantee of certain promoters and further collaterally secured by equitable mortgage of office and factory premises (at Daman) of the Company carrying interest @ 11% to 13% p.a.

Others :

Nil (PY Rs. 544.28 Lacs) - secured by lien of approved mutual funds carrying interest @ 10% to 11% p.a.

Unsecured :

- Rs. 331.51 Lacs (PY Rs. 599.96 lacs) suppliers bills discounting limit from SIDBI carries interest rate @ 13% p.a.

5. ACCOMPANYING NOTES TO ACCOUNTS

A) Contingent Liabilities not provided for :

a) Letters of Credit outstanding Rs. 61.59 Lacs (PY Rs. 61.85 Lacs).

b) Guarantee given by Banks on behalf of the Company Rs. 545.98 Lacs. (PY Rs. 284.98 Lacs).

c) Corporate Guarantee given on behalf of subsidiaries: (Rs. In Lacs)

Name of the Subsidiary As at As at 31.03.2014 31.03.2015

Elite Team HK Limited - (Hongkong)* 5,762.04 7,244.30

Provogue Personal Care Private Limited 500.00 500.00

Total 6,262.04 7,744.30

Loans outstanding against these guarantees are Rs. 3,826.71 Lacs (PY Rs. 6,161.47 Lacs).

d) Estimated amount of contracts remaining to be executed on capital account (net of advances) Rs. 970.00 Lacs (PY Rs. 970.00 Lacs).

e) Uncalled liability on investments in preference shares partly paid Rs. 212.50 lacs (PY Rs. 212.50 Lacs).

f) Stamp Duty Liability not acknowledged as debt Rs. 10.00 Lacs. (PY Rs. 10.00 Lacs).

g) Sales Tax Liability contested in appeals Rs. 87.87 Lacs (PY Rs. 64.51 Lacs).

h) Service Tax Liability amounting to Rs. 279.47 lacs on the renting of Immovable Properties from June 01,2007 to September 30,2011 (The Company has deposited Rs. 139.73 lacs and has furnished solvency surety for the balance Rs. 139.74 lacs pursuant to the Interim Order dated October 14,2011 passed by the Hon'ble Supreme Court of India).

i) Disputed demand of income Tax Rs. 1294.55 lacs.

C) In the opinion of the Board the Current Assets, Loans & Advances are approximately of the value stated and are realisable in the ordinary course of business except for those which are considered doubtful and provided for and that mentioned in Note 32(B). The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary.

D) Loans and advances in the nature of loans given to subsidiaries and joint ventures as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement

G) Segment information:

The Segment Reporting of the Company had been prepared in accordance with Accounting Standard - 17 on "Segment Reporting".

The Company, based on business activities during this financial year has identified the geographic segments as its primary segment.

The primary segment reporting format is determined to be geographic segment as the company's risks and rates of returns are affected predominantly by the geographic distribution of activities.

H) Related Party Disclosure:

As required under Accounting Standard 18 "Related Party Disclosure" (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18: i) List of Related Parties and Relationships:

a) Key Management Personnel

Mr. Nikhil Chaturvedi Managing Director

Mr. Akhil Chaturvedi Whole Time Director

Mr. Deep Gupta Whole Time Director & CFO

Mr. Salil Chaturvedi Non Executive Director

Mr. Nigam Patel (Upto November 03, 2014) Non Executive Director

Mr. Rakesh Rawat (Upto February 13, 2015) Non Executive Director

Mr. Ajayendra Jain Company Secretary

b) Enterprises under significant influence

Acme Exports

Prozone Intu Properties Limited (formerly known as Prozone Capital Shopping Centres Limited)

Empire Mall Private Limited

Hagwood Commercial Developers Private Limited

c) Subsidiaries - The Ownership, Directly or Indirectly through Subsidiary/ Subsidiaries

Sporting and Outdoor Ad Agency Private Limited Pronet Interactiv Private limited Millennium Accessories Limited Profab Fashions (India) Limited Provogue Infrastructure Private Limited Flowers Plant & Fruits (India) Private Limited Faridabad Festival City Private Limited Acme Advertisements Private Limited Brightland Developers Private Limited Classique Creators Limited

Proskins Fashions Limited (formerly known as Prozone Infrastructure Limited)

Standard Mall Private Limited Elite Team HK Limited (Hongkong) Provogue Holding Limited (Singapore)

d) Joint Ventures

ProSFL Private Limited

I) The Company has taken premises on operating lease and entered in to non-cancellable Leave and License Agreements with various parties. The agreements have been entered for a period ranging from 11 to 36 months. The disclosure required to be made in accordance with Accounting Standard 19 on "Leases" is as under;

a) Future minimum lease payments receivable under non-cancellable operating leases in aggregate for the following periods:

J) Disclosure with regards to section 186 (4) of the Companies Act, 2013 :

i) For Investment refer note no. 12

ii) For Corporate Guarantees given refer note no. 32(A)(c)

K) There is no other additional information pursuant to the provisions of Schedule III of the Companies Act, 2013 requiring disclosure for the Company for the year under report.

L) Figures less than Rs. 500/- have been shown at actual wherever statutory required to be disclosed since figures stated have been rounded off to the nearest thousands.

M) The Company has re-grouped, reclassified and/or re-arranged previous year's figures, wherever necessary to conform to current year's classification.


Mar 31, 2014

1. CORPORATE INFORMATION:

Provogue (India) Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing, trading of garments, fashion accessories, textile products and related materials. The equity shares of the Company are listed on the BSE Limited and National Stock Exchange of India Limited.

2. BASIS OF PREPARATION:

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policy adopted in the preparation of the financial statements are consistent with those followed in the previous year.

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 1 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Other Information

(i) 29.00 lakhs Equity Shares (of Rs. 10 each fully paid) have been issued as preferential allotment at a premium of Rs. 440 per share in the financial year 2006-07.

(ii) 13.34 lakhs Equity Shares (of Rs. 10 each fully paid) have been issued on conversion of the share warrants issued at Rs. 450 in the ratio of one share per warrant in the financial year 2007-08 and 2008-09

(iii) 28.50 lakhs Equity Shares (of Rs. 10 each fully paid) have been issued as preferential allotment at a premium of Rs. 1090 per share in the financial year 2008-09

(iv) The Company has sub divided the equity share of Rs. 10 each (fully paid up) into 5 (five) equity shares of Rs. 2 each (fully paid up) based on the approval of the share holders in the Annual General Meeting held on 15th September 2008.

(v) 20.50 lakhs Equity Shares of Rs. 2 each have been extinguished under Buy Back Scheme in the financial year 2009-10.

(vi) During the financial year 2011-12, pursuant to The Scheme of Arrangement, 1143.57 lakhs Equity Shares of Rs. 2/- each have been reduced to 1143.57 lakhs Equity Shares of Rs. 1/- each

c) Term Loans from Banks includes :

i) Nil (PY Rs. 121.46 Lacs) term loan from Corporation Bank carries interest @ Base Rate 3.85% p.a.. The loan is repayable in 20 quarterly instalments along with interest starting from 6th May, 2009. The loan is secured by Equitable Mortgage: First charge on factory land & building & Hypothecation: First charge on P&M and other moveable assets acquired or to be acquired out of the loan at the estimated cost of Rs. 8.45 Crores in Baddi, Himachal Pradesh.

ii) Rs. 6363.34 Lacs (PY Rs. 6,477.66 Lacs) term loan from Bank of India carries interest @ Base Rate 2.50% per annum. The loan is repayable in 60 stepped up monthly instalments commencing from April 2013. The loan is secured by First exclusive charge on future credit card cash flows through escrow account mechanism; Second pari passu charge on movable & immovable fixed asset of the company and current asset of the company.

All the above loans are further secured by personal guarantee of promoter directors.

d) Hire Purchase Loans amounts to Rs. 6.59 Lacs (PY 19.34 Lacs) are secured by hypothecation of respective vehicles financed. The loan carries interest ranging from 11% to 12.50% p.a. The loan is repayable in 36 to 60 equal monthly instalments starting from the respective date of finance.

Working Capital Loans from Banks includes:

Secured :

Cash Credit Loan:

Rs. 15,803.30 Lacs (PY Rs. 13,946.89 Lacs) - Secured by hypothecation of stocks and book debts, the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premises (at Daman) of the Company carrying interest @ 12.50% to 13.50% p.a.

Packing Credit Loan and Foreign Bills Purchased:

Rs. 5,197.08 Lacs (PY Rs. 6,205.29 Lacs) - Secured by hypothecation of stocks and book debts of export division and the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premises (at Daman) of the Company carrying interest @ 10% p.a.

Others :

Rs. 544.28 Lacs (PY Rs. 660.91 Lacs) - secured by lien of approved mutual funds carrying interest @ 10.50% p.a.

Unsecured :

Rs. 599.96 Lacs (PY Rs. 684.24 lacs) suppliers bills discounting limit from SIDBI carries interest rate @ 13% p.a.

a) During the earlier years, the Company had advanced a sum of Rs. 1,100.00 lacs to a Media Company to be utilised against the release of the advertisements of the Company. However the Company could not fully utilize the said amount as stipulated in the terms due to various reasons. In view of the management an amount outstanding Rs. 9,29.80 lacs as on 31.03.2014 in respect of said advance is not recoverable/utilisable and hence the same has been written off during the year.

b) A major fire occurred in February 2014 at one of the Company''s Plant located at Daman. Fixed assets of written down value of Rs. 14.35 lacs and stocks valuing Rs. 1549.18 lacs aggregating to Rs. 1563.53 lacs were destroyed in the fire. The assets were fully insured and claim has been duly lodged by the Company. The Company would account for the claim as and when determined by the insurance company.

c) In terms of the Business Transfer Agreement entered in October 2013 with Provogue Personal Care Private Limited (PPCPL) (Subsidiary Company), the Company has transferred one of its business of manufacturing, branding, distribution of Deodorants as a going concern on a slump sale basis to PPCPL as on the closing date October 15, 2013 for a consideration of Rs. 650 lacs. The profit of Rs. 650.40 lacs on the sale of the Deo business recognised during the year has been disclosed as an exceptional items. The Company has received consideration other than cash by way of one 0% Fully Convertible Debentures of Rs. 650 lacs.

Note:

The Company does not have any dilutive potential equity shares. Consequently the basic and diluted earning per share of the Company remain the same.

NOTE 3 : ACCOMPANYING NOTES TO ACCOUNTS

A) Contingent Liabilities and Commitments (to the extent not provided for) :

a) Letters of Credit outstanding Rs. 61.85 lacs (PY Nil).

b) Guarantee given by Banks on behalf of the Company Rs. 284.98 Lacs. (PY Rs. 254.98 Lacs)

c) Corporate Guarantee given on behalf of a Subsidiary Company Rs. 7,244.30 Lacs (PY Rs. 9332.76 Lacs)

d) Estimated amount of contracts remaining to be executed on capital account (net of advances) Rs. 970.00 Lacs (PY Rs. 1240.00 Lacs)

e) Uncalled liability on investments in preference shares partly paid Rs. 212.50 lacs (PY Rs. 212.50 Lacs)

f) Sales Tax Liability contested in appeals Rs. 64.51 Lacs (PY Rs. 64.51 Lacs)

g) Stamp Duty Liability not acknowledged as debt Rs. 10.00 Lacs. (PY Rs. 10.00 Lacs)

h) Service Tax Liability amounting to Rs. 279.47 lacs on the renting of Immovable Properties from June 01, 2007 to September 30,2011 (The Company has deposited Rs. 139.73 lacs and has furnished solvency surety for the balance Rs. 139.74 lacs pursuant to the Interim Order dated October 14,2011 passed by the Hon''ble Supreme Court of India).

i) Disputed demand of income Tax Rs. 1798,88 lacs (interest thereon not ascertainable at present) During the year, Income Tax Authorities have completed block assessment for the assessment years 2006-07 to 2012-13 in respect of the Income Tax Returns filed by the Company consequent to search and seizure operations carried out in the Financial Year 2011-12. The Tax Authorities has raised a demand of Rs. 1798.88 lacs against which the Company has preferred an appeal. The management is of the view that it will be able to obtain substantial relief from the appellate authorities and accordingly this demand is reflected as a contingent liability.

B) The Company has financial involvement in a subsidiary Company (Holding Voting Power of 50% 2 Shares), Sporting & Outdoor Ad-Agency Private Limited (''SOAPL'') as follows:

(Rs. In Lacs) Name of the Company Investment Loans and Total in Equity Advances Involvement Capital

Sporting & Outdoor 132.61 88.15 220.76 Ad-Agency Private Limited

SOAPL continues to make losses and the accumulated losses as at 31st March, 2014 is Rs. 270.72 lacs and has substantially eroded its Net Worth as at the year end. SOAPL has business plans with strategic growth projections, which it is confident of achieving given the business opportunities and a continued financial support from the Company. Based on these plans and the Company considers that there is no loss for which a provision is currently necessary in these financial statements.

C) In the opinion of the Board the Current Assets, Loans & Advances are approximately of the value stated and are realisable in the ordinary course of business except for those which are considered doubtful and provided for. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary.

D) Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

E) Segment information:

The Segment Reporting of the Company had been prepared in accordance with Accounting Standard - 17 on "Segment Reporting" issued by the Companies (Accounting Standards) Rules, 2006 The Company, based on business activities during this financial year has identified the geographic segments as its primary segment.

The primary segment reporting format is determined to be geographic segment as the company''s risks and rates of returns are affected predominantly by the geographic distribution of activities.

4) Other transactions :

During the year, the Company purchased the Deo Business on slump sale basis from Millennium Accessories Limited (Subsidiary Company) for a consideration to be received amounting to Rs. 64.00 lacs. [Refer note 11(b)]

During the year, the Company sold the Deo Business on slump sale basis to Provogue Personal Care Private Limited (Subsidiary Company) for a consideration to be received amounting to Rs. 650.00 lacs by way of 0% Fully Convertible Debenture. [Refer note 29(c)II].

5) There is no other additional information pursuant to the provisions of Part II of Revised Schedule VI of the Companies Act, 1956 requiring disclosure for the Company for the year under report.

6) Figures less than Rs. 500/- have been shown at actual wherever statutory required to be disclosed since figures stated have been rounded off to the nearest thousands.

7) The Company has re-grouped, reclassified and/or re-arranged previous year''s figures, wherever necessary to conform to current year''s classification.


Mar 31, 2013

CORPORATE INFORMATION:

Provogue (India) Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing, trading of garments. The Company is also in the business of import and export of commodities and goods.

BASIS OF PREPARATION:

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policy adopted in the preparation of the financial statements are consistent with those followed in the previous year.

A) Contingent Liabilities not provided for:

a) Letters of Credit outstanding Rs. Nil (PY Rs. 176.41 Lacs).

b) Guarantee given by Banks on behalf of the Company Rs. 254.98 Lacs. (PY Rs. 140.00 Lacs)

c) Corporate Guarantee given on behalf of a Subsidiary Company Rs. 9,332.76 Lacs (PY Rs. 8,088.66 Lacs)

d) Estimated amount of contracts remaining to be executed on capital account (net of advances) Rs. 1240.00 Lacs (PYRs. 1240.00 Lacs)

e) Sales Tax Liability contested in appeals Rs. 64.51 Lacs (PY Rs. 64.51 Lacs)

f) Stamp Duty Liability not acknowledged as debt Rs. 10.00 Lacs. (PY Rs. 10.00 Lacs)

g) Pursuant to the Interim Order dated October 14, 2011 passed by The Hon''ble Supreme Court with regard to the levy of service tax on immovable properties rented out for commercial use, the Company has deposited with the concerned department an amount of Rs. 139.73 Lacs in respect of services tax liability upto September 30, 2011. For the balance 50% of the amount, the Company has furnished a solvent surety and has accordingly not provided ( the total amount of) Rs. 279.47 Lacs in the accounts. From October 2011 onwards, the Company is accounting and paying for such service tax regularly.

h) Confirmation letters have been sent in respect of Trade Receivables and Trade Payables. Very few parties have responded to the request, the balances under these heads have been shown as per the books of account and are subject to reconciliation and adjustment, if any. Consequential revenue impact, presently not ascertainable, will be considered as and when determined. However in view of management, effect of the same is not expected to be material.

i) The Income tax authorities had carried out search and seizure operations in January 2012 at the premises of the Company. The Company has filed Income Tax Returns for which notice have been received u/s 153A of The Income Tax Act, 1961.

Tax expenses includes an amount of Rs. 975.41 Lacs representing additional tax liability on income of Rs. 3,006.34 Lacs (not accounted in these financials) offered by the company, during the search & seizure operations relating to earlier year(s) to avoid any protracted litigations.

B) As at 31st March, 2013, the Company has unutilised service tax input credit of Rs. 185.99 Lacs (PY Rs. 229.68 Lacs). The above credit shall be utilised against the taxable service provided by the Company in future.

C) The Company has financial involvement in a subsidiary Company (Holding Voting Power of 50% 2 Shares), Sporting & Outdoor Ad-Agency Private Limited (''SOAPL'') as follows:

SOAPL continues to make losses and accumulated losses of Rs. 270.41 Lacs as at 31st March, 2013 have substantially eroded its Net Worth as at the year end. SOAPL has business plans with strategic growth projections, which it is confident of achieving given the business opportunities and a continued financial support from the Company. Based on these plans and the Company considers that there is no loss for which a provision is currently necessary in these financial statements.

D) In the opinion of the Board the Current Assets, Loans & Advances are approximately of the value stated and are realisable in the ordinary course of business except for those which are considered doubtful and provided for and that mentioned in Note 32(C). The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary.

E) Loans and advances in the nature of loans given to subsidiaries and joint ventures as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

F) Related Party Disclosure:

As required under Accounting Standard 18 "Related Party Disclosure" (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18:

I) For the year ended 31st March, 2013

i) List of Related Parties and Relationships:

a) Key Management Personnel

Mr. Nikhil Chaturvedi Director

Mr. Akhil Chaturvedi Director

Mr. Salil Chaturvedi Director

Mr. Deep Gupta Director

Mr. Nigam Patel Director

Mr. Rakesh Rawat Director

b) Enterprises under significant influence

Acme Exports

Prozone Capital Shopping Centres Limited Empire Mall Private Limited

c) Subsidiaries - The Ownership, Directly or Indirectly through Subsidiary/ Subsidiaries

Sporting and Outdoor Ad Agency Private Limited

Pronet Interactive Private limited

Millennium Accessories Limited

ProSFL Private Limited (Formerly known as Oasis Fashions Limited)

Profab Fashions (India) Limited

Provogue Infrastructure Private Limited

Flowers, Plant & Fruits (India) Private Limited

Faridabad Festival City Private Limited

Acme Advertisements Private Limited

Brightland Developers Private Limited

Classique Creators Limited

Prozone Infrastructure Limited

Standard Mall Private Limited

Elite Team HK Limited

Provogue Holding Limited (Singapore)

G) The Company has taken premises on operating lease and entered in to non-cancellable Leave and License Agreements with various parties. The agreements have been entered for a period ranging from 11 to 36 months. The disclosure required to be made in accordance with Accounting Standard 19 on "Leases" is as under;

a) Future minimum lease payments receivable under non-cancellable operating leases in aggregate for the following periods:

b) Initial direct costs incurred on these leasing transactions have been recognised in the Profit and Loss Account.

H) During the year 2008-09 the Company has raised an amount of Rs. 32,982 Lacs through preferential issue of shares and allotment of convertible warrants. The Company has fully utilised the said proceeds towards investment in its subsidiaries, other objects and general corporate purposes.

I) There is no other additional information pursuant to the provisions of Part II of Revised Schedule VI of the Companies Act, 1956 requiring disclosure for the Company for the year under report.

J) Figures less than Rs. 500/- have been shown at actual wherever statutory required to be disclosed since figures stated have been rounded off to the nearest thousands.

K) The Company has re-grouped, reclassified and/or re-arranged previous year''s figures, wherever necessary to conform to current year''s classification.


Mar 31, 2012

CORPORATE INFORMATION:

Provogue (India) Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing, trading of garments. Company is also indulge in the business of import and export of commodities and goods.

BASIS OF PREPARATION:

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

NOTE 1 : THE COMPOSITE SCHEME OF ARRANGEMENT

a) As per the Order dated 10th February 2012, the Hon'ble High Court of Judicature at Bombay approved the Composite Scheme of Arrangement (The Scheme) whereby the Retail Centric Real Estate Development Business (RCREDB) division was demerged and transferred from Provogue (India) Limited (the Company) and vested in Prozone Capital Shopping Centres Limited (the Resulting Company) as a going concern with retrospective effect from 1st April 2011 being the Appointed date.

b) The Scheme became effective from 27th February 2012 (the effective date) upon which the business of RCREDB division including all its assets whether moveable or immoveable, tangible or intangible and liabilities whether present or contingent (as detailed in the Scheme) stands transferred and vested in the Resulting Company

c) The management of Provogue (India) Limited (the Company), Prozone enterprises Private Limited (the Amalgamating Company) and Prozone Capital Shopping Centres Limited (the Resulting Company), in terms of provision contained in para no. 19.1.4 of the Scheme, mutually decided to disregard the investment made by the Company in 'Provogue Infrastructure Private Limited' from the RCREDB division. Accordingly, 'Provogue Infrastructure Private Limited' is deemed to be continued as subsidiary of the Company.

d) From the Appointed Date upto the Effective date, the business of RCREDB Division is deemed to have been carried out by the Company in trust for the Resulting Company and hence, any income or profit accruing or arising and any costs, charges, expenses and losses incurred by the Company in relation to RCREDB Division in accordance with the Scheme shall be treated as of the Resulting Company. The under mentioned assets and liabilities have been accounted for, in the method and manner, as prescribed in the Scheme:

e) In consideration of transfer and vesting of RCREDB division to the Resulting Company, 1(one) fully paid Equity Share of Rs. 2 each at par was issued and allotted by the Resulting Company, to the Shareholders of the Company for every one Equity Share held by them in the Company on 12th March 2012 i.e. record date fixed by the Board of directors of the Company for determining the entitlement of Equity Shares of the Resulting Company.

f) Reduction & Re-organisation of Equity Share Capital :

Authorised Share Capital :

1650.00 Lakhs Equity Shares of Rs. 2 each re-organised into 3,300.00 Lakhs Equity Shares of Rs. 1 each. Issued, Subscribed and Paid up Share Capital :

1,143.57 Lakhs Equity Shares of Rs. 2/- each reduced to 1,143.57 Lakhs Equity Shares of Rs. 1/- each and difference on reduction of capital amounting to Rs. 1,143.57 Lakhs is credited to 'Capital Redemption Reserve'.

g) The Resulting Company is being in the process of listing on the stock exchanges.

a) Pursuant to The Scheme coming into effect,

Authorised Share Capital :

1,650.00 Lakhs Equity Shares of Rs. 2 each re-organised into 3,300.00 Lakhs Equity Shares of Rs. 1 each. Issued, Subscribed and Paid up Share Capital :

1,143.57 Lakhs Equity Shares of Rs. 2/- each reduced to 1,143.57 Lakhs Equity Shares of Rs. 1/- each

c) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 1 (PY Rs. 2) per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

e) Other Information

i) 29.00 Lakhs Equity Shares (of Rs. 10 each fully paid) have been issued as preferential allotment at a premium of Rs. 440 per share in the financial year 2006-07.

ii) 13.34 Lakhs Equity Shares (of Rs. 10 each fully paid) have been issued on conversion of the share warrants issued at Rs. 450 in the ratio of one share per warrant in the financial year 2007- 08 and 2008-09

iii) 28.50 Lakhs Equity Shares (of Rs. 10 each fully paid) have been issued as preferential allotment at a premium of Rs. 1090 per share in the financial year 2008-09

iv) The Company has sub divided the equity share of Rs. 10 each (fully paid up) into 5 (five) equity shares of Rs. 2 each (fully paid up) based on the approval of the share holders in the Annual General Meeting held on 15th September 2008.

v) 20.50 Lakhs Equity Shares of Rs. 2 each have been extinguished under Buy Back Scheme in the financial year 2009-10.

vi) during the year, pursuant to The Scheme of Arrangement, 1143.57 Lakhs Equity Shares of Rs. 2/- each have been reduced to 1143.57 Lakhs Equity Shares of Rs. 1/- each

a) Term Loans from Banks includes :

i) Rs. 253.08 Lakhs (PY Rs. 379.41 Lakhs) term loan from Corporation Bank carries interest @ Base Rate 3.85% p.a.. The loan is repayable in 20 quarterly instalments along with interest starting from 6th May 2009. The loan is secured by Equitable Mortgage: First charge on factory land & building & Hypothecation: First charge on P&M and other moveable assets acquired out of the loan at the estimated cost of Rs. 845.00 Lakhs at Baddi, Himachal Pradesh.

ii) Rs. 2894.85 Lakhs (PY Rs. 3959.31 Lakhs) term loan from Axis Bank carries interest @ BPLR - 3.75% p.a.. The loan is repayable in 60 equal monthly instalments along with interest starting from 31st January 2009. The loan is secured by first charge over future credit card receivables of the Company. Second charge on entire fixed assets of Company other than the assets specifically pledge & current assets of Company

iii) Rs. 2798.93 Lakhs (PY Rs. 3184.16 Lakhs) term loan from Axis Bank carries interest @ Base Rate 3.50% p.a.. The loan is repayable in 60 unequal and progressing monthly instalments along with interest starting from 31st August 2010. The loan is secured by first charge over future credit card receivables of the Company. Second charge on entire fixed assets of Company other than the assets specifically pledge & current assets of Company.

All the above loans are further secured by pledge of listed shares held by promoter group and personal guarantee of promoter directors.

b) Hire Purchase Loans amounts to Rs. 34.17 Lakhs (PY Rs. 108.39 Lakhs) are secured by hypothecation of respective vehicles financed. The loan carries interest ranging from 8% to 12% p.a. The loan is repayable in 48 to 60 equal monthly instalments starting from the respective dates of finance.

Working capital loans from banks includes:

Secured :

Cash Credit Loan:

Rs. 12665.97 Lakhs (PY Rs. 10081.08 Lakhs) - Secured by hypothecation of stocks and book debts along with the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premise (at daman) of the Company carrying interest @ 14% to 15% p.a.2

Packing Credit Loan and Foreign Bills Purchased:

Rs. 9427.75 Lakhs (PY Rs. 5724.06 Lakhs) - Secured by hypothecation of stocks and book debts of export division and the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premise (at daman) of the Company carrying interest @ 11% to 13% p.a.

Others :

Rs. 652.92 Lakhs (PY Rs. 517.46 Lakhs) - secured by lien of approved mutual funds carrying interest @ 10% to 11% p.a.

Unsecured Loan:

Rs. 676.04 Lakhs ( PY 660.39 Lakhs) suppliers bills discounting limit from Indusind bank carries interest @ 0.50% over LCBD rate.

Rs. 412.07 Lakhs (PY NIL) suppliers bills discounting limit from SIBDI carries interest rate @ 20% LCBD rate.

There are no amounts due to the suppliers covered under Micro, Small and Medium enterprises development Act, 2006. This information takes into account only those Suppliers who have responded to the enquiries made by the Company for this purpose.

A. Contingent Liabilities not provided for :

a) Letters of Credit outstanding Rs. 176.41 Lakhs. (PY Rs. 168.24 Lakhs)

b) Guarantee given by Banks on behalf of the Company Rs.140.00 Lakhs. (PY Rs. 142.00 Lakhs)

c) Corporate Guarantee given on behalf of a Subsidiary Company Rs. 8088.66 Lakhs (PY Rs. 3190.39 Lakhs)

d) Estimated amount of contracts remaining to be executed on capital account (net of advances) Rs. 1240.00 Lakhs. (PY Rs. 1265.00 Lakhs)

e) Sales Tax Liability contested in appeals Rs. 64.51 Lakhs (PY Rs. 68.18 Lakhs)

f) Stamp duty Liability not acknowledged as debt Rs. 10.00 Lakhs (PY Rs. 10.00 Lakhs)

g) Pursuant to the Interim Order dated 14th October 2011 passed by The Hon'ble Supreme Court with regard to the levy of service tax on immovable properties rented out for commercial use, the Company has deposited with the concerned department an amount of Rs. 139.73 Lakhs in respect of services tax liability upto 30th September 2011. For the balance 50% of the amount, the Company has furnished a solvent surety and has accordingly not provided (the total amount of) Rs. 279.47 Lakhs in the accounts. From October 2011 onwards, the Company is accounting and paying for such service tax regularly.

h) Confirmation letters have been sent in respect of Trade Receivables and Trade Payables. Very few parties are have responded to the request, the balances under these heads have been shown as per the books of account and are subject to reconciliation and adjustment if any. Consequential revenue impact, presently not ascertainable, will be considered as and when determined. However in view of management effect of the same is not expected to be material.

i) The Income Tax Authorities carried out a search and seizure operations at certain locations of the Company in January 2012 and have seized certain documents and various statements were recorded during the course of the search. The Company has co-operated with the Tax Authorities and has provided necessary details/information as and when required. Pending conclusion of the search operations as on date, it is not possible to assess the potential tax implication, if any, on the financial statements.

B. As at 31st March 2012, the Company has unutilised service tax input credit of Rs. 229.68 Lakhs (PY Rs. 219.65 Lakhs). The above credit shall be utilised against the taxable service provided by the Company in future.

C. In the opinion of the Board the Current Assets, Loans & Advances are approximately of the value stated and are realisable in the ordinary course of business except for those which are considered doubtful and provided for. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary.

D. Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

E. Segment information:

The Segment Reporting of the Company had been prepared in accordance with Accounting Standard - 17 on "Segment Reporting" issued by the ICAI/Companies (Accounting Standards) Rules, 2006

The Company, based on business activities during this financial year has identified the geographic segments as its primary segment.

The primary segment reporting format is determined to be geographic segment as the company's risks and rates of returns are affected predominantly by the geographic distribution of activities.

The Company's business consists of one reportable business segment i.e., "Manufacturing & Trading of Textile Products", hence no separate disclosures pertaining to attributable Revenues and Assets are given

F. Related Party Disclosure:

As required under Accounting Standard 18 "Related Party Disclosure" (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18:

b) Enterprises under significant influence

Acme Exports

Prozone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited) Empire Mall Private Limited

c) Subsidiaries - The Ownership, Directly or Indirectly through Subsidiary/ Subsidiaries

Acme Advertisements Private Limited

Sporting and Outdoor Ad Agency Private Limited

Pronet Interactive Private limited

Profab Fashions (India) Limited

Oasis Fashions Limited

Millennium Accessories Limited

Flowers Plant & Fruits (India) Private Limited

Faridabad Festival City Private Limited

Provogue Holding Limited (Singapore)

Elite Team HK Limited

Provogue Infrastructure Private Limited

Brightland Developers Private Limited

Standard Mall Private Limited

Classique Creators Limited

Prozone Infrastructure Limited

b) Enterprises under significant influence

Acme Exports

c) Subsidiaries

Prozone Enterprises Private Limited

Acme Advertisements Private Limited

Sporting and Outdoor Ad Agency Private Limited

Pronet Interactive Private limited

Probrand Enterprises Limited

Profab Fashions (India) Limited

Oasis Fashions Limited

Millennium Accessories Limited

Flowers Plant & Fruits (India) Private Limited

Meerut Festival City Private Limited

Faridabad Festival City Private Limited

Provogue Holding Limited (Singapore)

Elite Team Trading Limited (Hongkong)

Castle Mall Private Limited

Provogue Infrastructure Private Limited

Brightland developers Private Limited

Alliance Mall developers Co Private Limited

Jaipur Festival City Private Limited

Standard Mall Private Limited

Royal Mall Private Limited

Prozone Liberty International Limited (Singapore)

Prozone International Limited (Singapore)

Prozone Overseas Pte Limited (Singapore)

Prozone International Coimbatore Limited (Singapore) empire Mall

Private Limited Omni Infrastructure Private Limited

d) Joint ventures and Coventurers:

emerald Buildhome Private Limited (JV)

Moontown Trading Company Private Limited (JV)

G. The Company has taken premises on operating lease and entered in to non-cancellable Leave and License Agreements with various parties. The agreements have been entered for a period ranging from 11 to 36 months. The disclosure required to be made in accordance with Accounting Standard 19 on "Leases" is as under ;

a) Future minimum lease payments receivable under non-cancellable operating leases in aggregate for the following periods:

b) Initial direct costs incurred on these leasing transactions have been recognised in the Profit and Loss Account.

H. during the year 2008-09 the Company has raised an amount of Rs. 32,982 Lakhs through preferential issue of shares and allotment of convertible warrants. The Company has partially utilized the above proceeds for investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization, the balance funds as at 31st March 2012 has been invested in Mutual Funds, Bonds, Other Loans and in fixed deposits/current account with Banks.

I. Till the year ended 31st March 2011, the Company was using Pre-Revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. during the year ended 31st March 2012, the revised schedule VI notified under the Companies Act, 1956 has become applicable to the Company. The Company has re-grouped, reclassified and/or re- arranged previous year's figures, wherever necessary to conform to current year's classification. Except accounting for dividend on investments in subsidiary companies, the adoption of Revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements applicable in the current year.


Mar 31, 2010

1. Contingent Liabilities not provided for:

i) Letters of Credit out standing Rs. 389.52 lacs. (PY Rs.Nil)

ii) Guarantee given by Banks on behalf of the Company Rs.131.95lacs. (PYRs.58.95lacs)

iii) Estimated amount of contracts remaining to be executed on capital account Rs. 1405.00 lacs. (PY Rs.1987.50) (Net of advances).

iv) Sales Ta xLiability contested in appeals Rs5.11lacs(PYRs.2.10lacs)

v) Stamp duty liability not acknowledged as debt Rs.10 lacs. (PY Rs. 10 lacs)

vi) a. The provisions in respect to service tax on renting of immovable properties to be used for commercial/ business purpose have been recently amended by the Finance Act, 2010 with retrospective effect from 1st June 2007. However the High Court of Delhi has granted interim relief in relation to the said amendments vide its Order dated 18th May 2010 payable in the case of another petitioner as no value addition is discernible in so far renting of immovable property is concerned. In view of this, the Company has been advised not to pay/provide service tax liability amounting to Rs 140.47 lacs for the year (PY Rs Nil) in respect of rent of various immovable properties and the same is reflected as contingent liability.

b. lnviewof (a)above,service tax inrespect of renteamedon immovale propert iesrentedoutduringtheyear by the Company, the Company has not charged service tax on the same. Contingent Liability in case of the same amounts to Rs 16.95 lacs (PY Rs Nil)

2. As at 31 st March 2010, the Company has unutilised service tax input credit of Rs.196.61 lacs (PY Rs. 196.61 lacs). The above credit shallbe utilised againstthe taxable service provided by the Company in future.

3. i) ln theo pinion of the Board the Current Assets,Loans & Advanees are approx imate lyof the value stated and are realisable in the ordinary course of business except for those which are considered doubtful and provided for. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary.

ii) The Balances in some of the Sundry Debtors, Sundry Creditors, and Loans and Advances are as per their respective ledger account sand subje cttocon firmat ionand recon ciliation. Consequential impact there of,if any, will be considered as and when determined.

iii) "Loan Others" under the Schedule 10 "Loan & Advances" includes loans to various parties amounting to Rs. 12,514.52 lacs (PY Rs.12,763.93 lacs) out of unutilised surplus funds from the preferential issue of equity shares/ warrants. Interest income amounting to Rs 1444.06 lacs (PY Rs. 1,650.93 lacs) has been earned on such loans. In view of the management the amountas reflected is fully reali sable and hence considered good.

4. Sales are inclusive of sales tax and are stated net of discounts, returns and rebates. Purchases are stated net of discounts, returns, VATand rate differences.

5. Prior Period Items

Prior Period Items of Rs.38.18 lacs (PY Rs 4.02 lacs) includes prior period expenses of Rs Nil (PY Rs 3.18 lacs), prior period incomeof Rs 18.18 lacs (PY Rs.7.20 lacs) and earlier year depreciation written back Rs 20.00 lacs (PY Rs. Nil)

6. Secured Loans:

i) Term Loans from Banks:

Rs.491.22 lacs (PY Rs. 660.25 lacs) Secured by charge on factory land and building and hypothecation on P&M and other move ableas sets acquired at Baddiand personal guarantee of promoter directors. Rs.Nil (PY Rs.18.37 lacs) Secured by specified assets. Rs.8,078.02 lacs*# (PY Rs. 4,652.82 lacs) Secured by first charge on Credit Card Receivable Escrow account.

*The loans are further secured by pledge of listed shares held by promoter group and personal guarantee of promoterdirectors.

ii) Working Capital Loans from Banks:

a) Cash Credit Loan**:

Rs.8,414.10 lacs (PY Rs. 7,086.78 lacs) - Secured by hypothecation of stocks and book debts and the personal guarantee of promoter directors.

b) Packing Credit Loan and Foreign Bills Purchased:

Rs.3,013.19 lacs (PY Rs. 1,199.58 lacs) Secured by hypothecation of stocks and book debts of export division and the personal guaranteeof promoterdirectors.

c) Short Term Loan

. Rs. Nil lacs (PY Rs. 753.65 lacs) Secured by pledge of fixed deposit receipts and personal guarantee of promoterdirectors.

.Rs.1,017.95 lacs(PYRs.Nil)Secured by lienof approved mutua lf undsfor export working capital requirements.

iii) Hire Purchase Loans:

Rs.175.82lacs (PYRs.131.04lacs) Secured by specific assets financed (Vehicles)

-Cash Credit Loans are further collaterally secured by equitable mortgage of office and factory premises of the Company.

#Term Loans are further collaterally secured by second charge on the entire fixed assets of the Company other than the assets which are specifically charged to other lenders.

7. Share Application Money in Schedule "10" denotes Rs. 48.45 lacs (PY Rs.48.45 lacs) amounts given to the subsidiaries of the Company pending allotment/refund.

8. Buy Backof shares:

During they ear the Company has underSec77Aofthe Companies Act 1956 brought back 20,49,610 equity shares of the Company through open market transactions for an aggregate amount of Rs 1239.39 lacs, by utilising the General Reserve and Profit & Loss A/C of Rs 530.00 lacs & Rs 709.39 lacs respectively. The Capital Redemption Reserve has been created out of General Reserve for Rs 40.99 lacs, being the nominal value of shares bought back in terms of Section 77A of the Companies Act,1956. All the above equity shares bought back have been exting uished.

9. SubsidiaryCompanies

i) During the year the Company has acquired 100% Equity Shares Capital of Acme Advertisements Private Limited, Faridabad Festival City Private Limited (Formerly known as Ahmedabad Festival City Private Limited) &Meerut Festival City Private Limited (Formerly known as Ranchi Festival City Private Limited) and Elite Team Trading Limited. (lncorporated in Hong kong)where by these4 Companies have become wholly owned subsidiaries of the Company.

ii) Sundry Debtors & Advances recoverable in cash or in kind or value to be received includes Rs.25.30 lacs (PY Rs.40.11lacs)&Rs.219.79lacs(PYRs.Nil)respective ly due from subsidiary companies.

iii) Sundry Creditors & Other Liabilities includes Rs. 114.45 lacs (PY 188.23 lacs) & Rs. 25.00 lacs (PY 25.00 lacs) respectively due to subsidiary Companies.

10. Provision for Doubtful Debts/Bad-debts written off:

i) During the year, provisions for doubtful debts amounting to Rs.25.86 lacs created in the earlier years has been reversed due to realisation/write off of the respective debtors and the said amount has been netted off from the Miscellaneous Expenses.

ii) During the year a sum Rs.9.26 lacs out of Rs 61.73 lacs of debtors due for more than six months has been considered doubtful and fully provided for.

iii) Misce llaneous Expense salso includes Rs.78.94lacs being badde bts writtenoff during the year.

11. Rent under Schedule "17" reflected is net of rent received Rs. 164.55 lacs (PY Rs. 152.07 lacs) including TDS Rs.32.46 lacs (PYRs. 37.7

b) Relative of Director and Name of the enterprises having same Key Management Personnel and / or their relatives as the reporting enterprise with whom the Company has entered into transactions during the year.

. Flora Mercantile Private Limited

. TopspeedTrading Company Private Limited

. Acme Exports

c) Subsidiary-TheOwnership,Directlyorlndirectly through Subsidiary/Subsidiaries

. Prozone Enterprises Private Limited

. Sporting and Outdoor Ad Agency Private Limited

. Pronet Interactive Private limited

. Probrand Enterprises Limited

. Profab Fashions (India) Limited

. Oasis Fashions Limited

. Millennium Accessories Limited

. FlowersPlant&Fruits(lndia)PrivateLimited

. Acme Advertisements Private Limited

. Meerut Festival City Private Limited

. Faridabad Festival City Private Limited

. Provogue Holding Limited (Singapore)

. EliteTeamTrading Limited (Hongkong)

. Alliance Mall Developers Co Private Limited

. Castle Mall Private Limited

. Jaipur Festival City Private Limited

. Standard Mall Private Limited

. Royal Mall Private Limited

. Prozone Liberty International Limited (Singapore)

. Prozone International Limited (Singapore)

. Prozone Overseas Pte Limited (Singapore)

. Prozone International Coimbatore Limited (Singapore)

. Empire Mall Private Limited

. Omni Infrastructure Private Limited

. Hagwood Commercial Developers Private Limited

b) Relative of Director and Name of the enter prise shaving same Key Management Personnel and/ortheir relatives as the reporting enterprise with whomthe Company has entered intotransactions during they ear.

. Mrs.Shital Chaturvedi

Flora Mercantile Private Limited

. Topspeed Trading Company Private Limited

c)Subsidiary-The Ownership,Directly o rlndirectly through Subsidiary/Subsidiaries

. Prozone Enterprises Private Limited

. Sporting and Outdoor AdAgency Private Limited

. Pronet Interactive Private limited

. Probrand Enterprises Limited

. Profab Fashions (India) Limited

. Oasis Fashions Limited

. Millennium Accessories Limited

. Empire Mall Private Limited

. Omni Infrastructure Private Limited

. FlowersPlant&Fruits(lndia)PrivateLimited(from5-2-2009

. Provogue Holding Limited (Singapore)

. Meerut Festival City Private Limited

. Faridabad Festival City Private Limited

. Alliance Mall Developers Co Private Limited

. Castle Mall Private Limited

. Jaipur Festival City Private Limited

. Standard Mall Private Limited

. Royal Mall Private Limited

. Prozone Liberty International Limited (Singapore)

. Prozone International Limited (Singapore)

. Prozone Overseas Pte Limited (Singapore)

. Empire Mall Private Limited

. Omni Infrastructure Private Limited

. Hagwood Commercial Developers Private Limited

d) Joint Venturer

. Emerald Buildhome Private Limited

. MoontownTrading Company Private limited

11. The details of purchases, sales and closing stock of investments in Mutual Funds and Bonds during the year are given inAnnexure"B"&"C".

12. During the years 2006-07 to 2008-09 the Company has raised an aggregate amount of Rs. 52,244 lacs through preferential issue of shares and allotment of convertible warrants.Upto 31st March 2010,theCompany has utilized Rs. 35,568 lacs towards investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization of the balance funds as at 31st March 2010 of Rs. 16,676 lacs has been invested in Mutual Funds, Bonds, Other Loan sand in fixed deposits/current account with Banks.

13.During the year 2008-09,the Company had made a preferential issue of 4.20 lacs Convertible Warrants at a premium of Rs 218 perwarrants in accordance with SEBI guidelines. The above warrants were not convertedinto equity shares on non-exercise of option before the due dates and accordingly, the upfront subscription amount of Rs. 1632.40 lacs on issue of these 74.20 lacs Convertible warrants have been forfeited during the current year and credited to Capital Reserve Account.

14. Fixed Deposit of Rs. 474.71 Lacs(PY832.70Lacs)are pledged with bank as security towards Bank Guarantee/Letterof credit/short term loans.

15. Figures less than Rs. 500/- have been shown at actual wherever statutory required to be disclosed since figures stated have been roun ded off to the nearestthousands.

16. Figures of the previous year have been regrouped,reclassified and/ for rearranged wherever necessary.

 
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