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Notes to Accounts of Prozone Realty Ltd.

Mar 31, 2023

A. Measurement of fair values

i. Fair value hierarchy

The fair value of investment property has been determined by external, Independent property valuer, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued.

The fair value measurement for the investment property has been categorised as a Level 3 fair value based on the inputs to the valuation technique used.

ii. Valuation technique

Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer who has relevant valuation experience for similar office properties and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

Note 5.2: Profit/(Loss) from investments measured at FVOCI

Significant change in "Gains / (loss) on remeasuring FVOCI" represent remeasurement of fair valuation of investments in subsidiaries and Joint venture on account of change in fair value of properties determined based on valuation report of independent valuer. (Refer note 40)

Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions /conditions defined in the said section and accordingly. The company has adopted this new tax rate option from preceeding previous year.

(b) Rights, preferences and restrictions attached to equity shares:

The Company has only one class of equity shares having a par value of '' 2 per share. Each holder of equity share is entitled to one vote per share.

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.

1 Securities premium is received pursuant to the further issue of equity shares at a premium net of the share issue expenses. This is a non-distributable reserve except for the following instances where the share premium account may be applied;

i) towards the issue of unissued shares of the Company to the members of the Company as fully paid bonus shares;

ii) for the purchase of its own shares or other securities;

iii) in writing off the preliminary expenses of the Company;

iv) i n writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the Company; and

v) i n providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company.

2 Retained earnings represents the accumulated profits of the Company.

3 Amalgamation Reserve represents the capital reserve pursuant to the Composite Scheme of Arrangement and Amalgamation dated 10 February 2012.

Nature of security:

*Hire Purchase Loans includes :

- '' 3.06 lakhs (31 March 2022: '' 6.58 lakhs) in respect of one vehicle which is secured by hypothecation of vehicle financed with ICICI Bank Ltd. The loan carries interest @ 9.25% p.a. The loan is repayable in 60 equal instalments starting from 1^st February 2019.

- '' 47.93 lakhs (31 March 2022: Nil) in respect of one vehicle which is secured by hypothecation of vehicle financed with HDFC Bank Ltd. The loan carries interest @ 7.65% p.a. The loan is repayable in 60 equal instalments starting from 5^th January,2023..

The Company''s exposure to interest rate and liquidity risks are disclosed in note 40 to the financial statements.

Note:

Micro and small enterprises under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 have been determined based on the information available with the Company and the required disclosures are given below:

Note 30 : Earnings per equity share

A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below:

Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares.

Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company.

Note 31 : Contingent liabilities disclosures as required under Indian Accounting Standard 37, âProvisions, Contingent Liabilities and Contingent Assetsâ and Commitments are given below a) Contingent liabilities
Particulars	31 March 2023	31 March 2022
i) Claims against the Company not acknowledged as debts :
Disputed liability in respect of income-tax (Interest thereon not ascertainable at present)	23.35	23.35
Disputed liability in respect of Stampduty payable	-	331.58
Company has given support letter to its wholly owned subsidiary Prozone Liberty International Ltd, Singapore
Company has given support letter to fellow subsidiary ie Hagwood Commercial Developers Private Limited
ii) Guarantees
Guarantee given to bank on behalf of subsidiary company and stepdown subsidiary company*	36,468.62	40,902.25
	36,823.55	41,257.18
* The company have provided corporate guarantee on behalf of loan taken by its subsidiary and step down subsidiary company for working capital purpose. The details of loan outstanding are provided below:
Name of subsidiary company / step down subsidiary	Loan outstanding as on 31/03/2023 31 March 2023 31 March 2022
Alliance Mall Developer Co Private Limited, subsidiary	20,924.80	21,640.93
Hagwood Commercial Developer Private Limited, step down subsidiary	-	1,813.37
Empire Mall Private Limited, step down subsidiary	15,543.82	17,447.95
Total	36,468.62	40,902.25
b) Commitment
Particulars	31 March 2023	31 March 2022
Estimated amount of contracts remaining to be executed on capital account and not provided for	-	-

A Defined benefit obligations and other long term employee benefits

i) Defined benefit plan

The gratuity plan is governed by the Payment of Gratuity Act,1972 under which an employee who has completed five years of service is entitled to specific benefits. The level of benefits provided depends on the member''s length of service and salary at retirement age.

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The expected contribution for the next year is '' 3.75 lakhs. (31 March 2022 : '' 3.29 lakhs)

B Defined contribution plans

The Company makes contribution towards provident fund to a defined contribution retirement plan for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement contribution schemes to fund benefits.

e) SHAREHOLDERS HAVING SIGNIFICANT INFLUENCE IN THE COMPANY

Nailsfield Limited, Mauritius

Provogue India Limited (PIL) is not considered as a related party as the directors Mr Nikhil Chaturvedi and Mr. Salil Chaturvedi are no longer considered to be KMP for the entity, as the power of Board for PIL are vested with liquidator with effect from 14^th October 2019.

Note 36 : Segment Reporting as required under Indian Accounting Standard 108, âOperating Segmentsâ

Basis of segmentation

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of the Company. The Company operates only in one Business Segment i.e. "Designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs" Accordingly, these financial statements are reflective of the information required by the Ind AS 108 "Operating segments"

Note 38 : Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are donation for welfare of blind and disabled people . A CSR committee has been formed by the company as per the Act. The funds are utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

Note 39 : Note on regrouping and Reclassifications

Previous year figures have been re-grouped / re-classified whenever necessary, to conform to current year presentation..

Note 40 : Financial instruments - Fair values and risk management

A) Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.

B) Measurement of fair values

Valuation techniques and significant unobservable inputs

The following table shows the valuation techniques used in measuring Level 1 and Level 2 fair values for financial instruments measured at fair value in the balance sheet, as well as the significant unobservable inputs used. Related valuation processes are described in Note 4.

B) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

a. credit risk ;

b. liquidity risk ; and

c. market risk

Risk management framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment.

The audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. The carrying amounts of financial assets represent the maximum credit exposure.

Trade receivables

The Company has receivables from subsidiaries, step down subsidiaries and Joint Venture. The Company does not perceive any credit risk pertaining to receivables from such related entities.

Other receivables

The Company extends credit to parties in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to parties. To manage credit risk, the Company periodically assesses the financial reliability of the parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of receivables. Outstanding receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular follow up, engage with the parties, legal options / any other remedies available with the objective of recovering these outstandings.The Company is not exposed to concentration of credit risk to any one single receivables since services are provided to vast spectrum. The Company also takes security deposits, advances , post dated cheques etc from such parties, which mitigate the credit risk to an extent.

Investments in companies

The Company has made investments in subsidiaries, step down subsidiaries and Joint Venture. The Company does not perceive any credit risk pertaining to investments made in such related entities.

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks of Rs 45.67 lakhs and Rs 2.31 lakhs as at 31 March 2023 and 31 March 2022 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Exposure to credit risk

The allowance for impairment in respect of trade receivables during the year was Rs Nil (31 March 2022: '' Nil)

The Company has no other financial assets that are past due but not impaired.

b. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Exposure to liquidity risk

The table below summarises the maturity profile of the Company''s financial liabilities at the balance sheet date based on contractual undiscounted repayment obligations.

c. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and bank deposits. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates. Exposure to interest rate risk:

The Company''s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from banks.

The interest rate profile of the Company''s interest-bearing financial instruments as reported to the management of the Company is as follows:

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in IND AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.

Foreign currency risk

The Company has negligible exposure to currency risk since almost all the transactions of the Company are denominated in Indian Rupees.

Commodity and other price risk

The Company is not exposed to the commodity and other price risk.

Note 41 : Capital Management

The Company manages the capital structure by a balanced mix of debt and equity. Necessary adjustments are made in the capital structure considering the factors vis-a-vis the changes in the general economic conditions, available options of financing and the impact of the same on the liquidity position. Higher leverage is used for funding more liquid working capital needs and conservative leverage is used for long-term capital investments. No changes were made in the objectives, policies or processes during the financial year ended 31 March 2023. The Company calculates the level of debt capital required to finance the working capital requirements using traditional and modified financial metrics including leverage/gearing ratios and asset turnover ratios.

Note 42 : Other Statutory Information

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami Property.

ii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

vi) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

vii) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

viii) The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

The amount of '' 52.17 lakhs (31 March 2022: '' 58.16 lakhs) recognised in contract liabilities at the beginning of the year has been recognised as revenue during the year ended 31 March 2023.

(d) Performance obligation

The Company is engaged in the business of management consultancy services in relation to developing, owning and operating of shopping malls, commercial and residential premises to its group companies in India. Revenue is recognised over a period of time as it determines the satisfaction of the performance obligations based on the contractual terms with the group companies.

The Company has a credit evaluation policy based on which the credit limits for the trade receivables are established and the Company does not give significant credit period resulting in no significant financing component.

Note 45 : Utilisation of Borrowed funds and share premium

During the year company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) in any persons or entities, including foreign entities ("Funding Parties") with instruction in writing or otherwise for further lending, investing or providing guarantee directly or indirectly to any persons or entities or on behalf of its Ultimate Beneficiaries.

During the year company has not received any funds from any persons or entities, including foreign entities ("Funding Parties") with instruction in writing or otherwise for further lending, investing or providing guarantee directly or indirectly to any persons or entities or on behalf of its Ultimate Beneficiaries.

Note 46 : Title deeds of Immovable Properties not held in name of the Company

The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in note no.4 to the financial statements, are held in the name of the company.

Note 47 :

Members of the Company vide their approval dated January 19, 2023 through postal ballot process have approved the change of name of the Company from ''Prozone Intu Properties Limited'' to ''Prozone Realty Limited''. The Company has received certificate of incorporation pursuant to change of name dated May 26, 2023.

Note 48 : The Code on Social Security 2020

The Code on Social Security 2020 (''the Code'') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note 49 : Subsequent events

There are no subsequent events which require disclosure or adjustment to Financial Statements.

Mar 31, 2018

1 Corporate information

Prozone Intu Properties Limited (formerly known as Prozone Capital Shopping Centres 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 developing, owning and operating of shopping malls, commercial and residential premises. The Company is also providing related management consultancy services. The equity shares of the Company are listed on both the Bombay Stock Exchange and the National Stock Exchange.

2.1 Basis of preparation

(a) Statement of compliance

These standalone Ind AS financial statements (hereinafter "Ind AS financial statements") have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 (the Act) and other relevant provisions of the Act.

The Company''s standalone financial statements up to and for the year ended 31 March 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006 notified under Section 133 of the Act and other relevant provisions of the Act. As these are the Company''s first Ind AS financial statements prepared in accordance with Ind AS 101, First Time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported standalone financial position, standalone financial performance and standalone cash flows of the Company is provided in note 2.3 to these Ind AS financial statements.

These Ind AS financial statements for the year ended 31 March 2018 have been reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on 29 May 2018.

Details of accounting policies are included in Note 2.2 to the Ind AS financial statements.

(b) Basis of measurement

These financial statements have been prepared on the historical cost basis except for the following items:

These Ind AS financial statements are presented in Indian Rupees (INR), which is the Company''s functional currency. All the financial information have been presented in Indian Rupees (INR) and all amounts have been rounded-off to the nearest lakhs, unless otherwise stated.

(d) Use of estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 31 March 2018 is included in the following notes:

- Note 19- recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used;

- Note 34- measurement of defined benefit obligations: key actuarial assumptions;

- Notes 18, 23 and 31- recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources;

- Note 40 - impairment of financial assets and

- Note 2.2 (B) and 2.2 (C) - estimation of useful life of property, plant and equipment and investment properties.

(e) Measurement of fair values

A number of the Company''s accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

- Level 2: inputs other than quotes prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

- Note 40 - financial instruments and

- Note 4 - investment property

(f) Current vs non-current classification

All assets and liabilities are classified into current and noncurrent.

An asset is classified as current when it satisfies any of the following criteria:

(a) it is expected to be realised in, or is intended for sale or consumption in, the entity''s normal operating cycle;

(b) it is held primarily for the purpose of being traded;

(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the balance sheet date.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

(a) it is expected to be settled in, the entity''s normal operating cycle;

(b) it is held primarily for the purpose of being traded;

(d) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.

All other liabilities are classified as non-current All assets and liabilities have been classified as current or non-current as per the Company''s normal operating cycle and other criteria set out above which are in accordance with the Schedule III to the Act.

Based on the nature of services and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current -non-current classification of assets and liabilities.

Footnotes to the reconciliation of Balance sheet and Equity as at 1 April 2016 and 31 March 2017 and Total Comprehensive Income for the year ended 31 March 2017.

1) Recognition of Investment Property

Investment Properties under previous GAAP were presented as a part of non-current Investments or Plant, Property and Equipment. Under Ind AS, investment properties are required to be separately presented on the face of the balance sheet.

2) Financial Asset

Investment in subsidiaries and joint ventures

The Company has availed the option to value investment in subsidiaries, associates and joint ventures at deemed cost. The deemed cost for this purpose can be either its fair value at the entity''s date of transition to Ind AS in its separate financial statements or previous GAAP carrying amount at the transition date. The Company has decided to use fair value as deemed cost for investments.

Investments other than Investment in subsidiaries and joint ventures

Under Indian GAAP, the Company accounted for long term investments in unquoted and quoted equity shares as investment measured at cost less provision for other than temporary diminution in the value of investments. Under Ind AS, the Company has designated such investments as FVTOCI investments. Ind AS requires FVTOCI investments to be measured at fair value. At the date of transition to Ind AS, difference between the instruments at fair value and Indian GAAP carrying amount has been recognised as a separate component of equity, in the FVTOCI reserve, net of related deferred taxes.

Under Indian GAAP, the Company accounted for mutual funds as investment measured at lower of cost or NRV. Ind AS requires such investments to be measured at fair value.

3) Defined benefit liabilities

Both under Indian GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to the statement of profit and loss. Under Ind AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognised immediately in the balance sheet with a corresponding debit or credit to other equity through OCI.

4) Deferred Tax (Including MAT Credit)

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. This has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in other equity or a separate component of equity.

Under Previous GAAP, MAT credit was disclosed under noncurrent assets. In accordance with Ind AS 12, deferred tax asset shall include any carry forward unused tax credits. Hence, MAT credit entitlement has been included in deferred tax asset.

5) Financial guarantee commission to subsidiaries

The Company has provided financial guarantees to bank for loans taken by its subsidiaries. Hence at the date of transition to Ind AS, the same was recognised in investments which is subsequently amortised as an interest income to the Statement of Profit and Loss. This transaction was not recorded under the previous GAAP.

6) Interest free loan to Subsidiaries and step down subsidiaries

Under Ind AS, loans are valued at present value as compared to being carried at cost in the previous GAAP. This adjustment includes the difference between the book value and the present value of an interest free loan or loan below market rate given to a subsidiary, which is treated as investment in that subsidiary. The interest income on the present value of this loan is recognised over the tenure of the loan using the EIR method.

7) Interest free loan to Joint venture

Under Ind AS, loans are valued at present value as compared to being carried at cost in the previous GAAP. This adjustment includes the difference between the book value and the present value of an interest free loan to a joint venture company, which is treated as deferred asset. The interest income on the present value of this loan is recognised over the tenure of the loan using the EIR method.

8) Interest free loan taken from Joint venture

Under Ind AS, loans are valued at present value as compared to being carried at cost in the previous GAAP. This adjustment includes the difference between the book value and the present value of an interest free loan taken from joint venture company, which is treated as Deferred Liability. The interest expense on the present value of this loan is recognised over the tenure of the loan using the EIR method.

9) Expected Credit Loss (ECL) Provision

The Company has provided ECL as per Ind AS. Impact of ECL as on date of transition is recognised in opening reserves and changes thereafter are recognised in Statement of Profit and Loss .

10) Other Comprehensive Income

The concept of other comprehensive income did not exist under previous GAAP.Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ''other comprehensive income'' includes remeasurement of defined benefit plans and gains on remeasurement of financial assets.

11) Statement of Cash Flows

The Ind AS adjustments are either non cash adjustments or are regrouping among the cash flow from operating, investing and financing activities. Consequently, Ind AS adoption has no impact on the net cash flow for the year ended 31^st March, 2017 as compared with the previous GAAP.

B. Measurement of fair values

i. Fair value hierarchy

The fair value of investment property has been determined by external, independent property valuer, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The fair value measurement for the investment property has been categorised as a Level 2 fair value based on the inputs to the valuation technique used.

ii. Valuation technique

The Company follows valuation in accordance with the Ready Reckoner rates prescribed by the Government of Maharashtra for the purpose of levying stamp duty.

*The Company has availed the deemed cost exemption in relation to the investment property on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer note below for the gross block value and the accumulated depreciation on 1 April 2016 under the previous GAAP.

Note:

Others receivables represents amount due on maturity of investment in 1.77 lakhs 0% optional convertible debentures of '' 1,000/- each in Omni Infrastructure Private Limited (step down subsidiary company) which was matured during the year ended 31 March 2016 and option of the conversion was not exercised by the Company.

(b) Details of shares issued for a consideration other than cash:

During the year 2011-12, the Company has allotted 1,523.53 Lakhs equity shares of '' 2 each fully paid up to the Shareholders of Demerged Company and Transferor Company pursuant to the Scheme of Demerger and Amalgamation.

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity share is entitled to one vote per share.

Sub-note:

1. Securities premium is received pursuant to the further issue of equity shares at a premium net of the share issue expenses. This is a non-distributable reserve except for the following instances where the the share premium account may be applied;

i) towards the issue of unissued shares of the Company to the members of the Company as fully paid bonus shares;

ii) for the purchase of its own shares or other securities;

iii) in writing off the preliminary expenses of the Company;

iv) in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the Company; and

v) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company.

2. Retained earnings represents the accumulated profits of the Company.

3. Amalgamation Reserve represents the capital reserve pursuant to the Composite Scheme of Arrangement and Amalgamation dated 10^th February, 2012

As per the order dated 15^th October 2016, issued by Maharashtra Stamp Office, during the year 2016-17 the Company had paid Rs.281 Lakhs towards stamp duty payable under Maharashtra Stamp Act on the Composite Scheme of Arrangement and Amalgamation as approved by the Honorable High Court, Mumbai vide order dated 10^th February, 2012. The Company had also paid a stamp duty amounting to Rs.28.89 lakhs under Singapore laws, in respect of transfer of shares of Prozone Liberty International Limited, Singapore (Subsidiary of Amalgamating Company) in the name of Company.

Nature of security:

Hire Purchase Loans includes :

- Rs. Nil (31 March 2017: Rs.6.29 lakhs, 1 April 2016: Rs.20.71 lakhs ) in respect of one vehicle which is secured by hypothecation of vehicle financed. The loan carries interest @ 12.13% p.a. The loan is repayable in 53 equal instalments starting from 1^st May, 2013.

- Rs.54.12 lakhs (31 March 2017: Rs.77.88 lakhs ,1 April 2016: Rs.Nil ) in respect of one vehicle which is secured by hypothecation of vehicle financed. The loan carries interest @ 9.50% p.a. The loan is repayable in 48 equal instalments starting from 15^th April, 2016.

Details of unsecured loan

The unsecured loan were taken from Emerald Buildhome Private Limited, a step down Joint Venture Company (JVC) vide Joint Venture Agreement (JVA) dated 14^th December 2007 entered into with the Co-venturer, Shree Salasar Overseas Private Limited for developing a Mall at Jaipur. The said loan was repayable to the JVC at the time of acquisition of additional land. Since the JVC presently does not have any land proposal in hand, the said loan remains with the Company and no interest is payable as agreed between the JV Partners, till the time any new land is acquired by the JVC.

The Company''s exposure to interest rate and liquidity risks are disclosed in note 40 to the financial statements.

Note 3 : Earnings per equity share

A reconciliation ofprofit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below:

Note 4 : 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 Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015:

Note 5 : Disclosure relating to employee benefits as per Ind AS 19 ''Employee Benefits''

A Defined benefit obligations and short-term compensated absences

i) Defined benefit plan

ii) Short-term compensated absences

26 days of privilege leave for staff is allowed each year. Unutilised leave can be carried forward to the extend of 42 days of leave, If the same not availed in calendar year then the same will be lapsed.

B Defined contribution plans

Note 6 : Segment Reporting as required under Indian Accounting Standard 108, "Operating Segments" :

Basis of segmentation

Note 7 : Disclosure with regards to section 186 (4) of the Companies Act, 2013

i) For investment refer note no. 5 and 10

ii) For corporate guarantees given refer note no. 31.

iii) For loans given :

Notes:

1) Out of the above (ie loan to others) the Company has not provided interest on Rs.638.99 Lakhs in current year as company has made provision for expected credit loss due to uncertainty regarding recoverability of said loans and advance.

2) Above disclosures do not include unsecured loans (including interest) granted before enforcement of Companies Act, 2013 amounting to Rs.2605.42 lakhs (31 March 2017: Rs.2607.56 lakhs, 1 April 2016: Rs.2590.13 lakhs).

Note 8 : Financial instruments - Fair values and risk management :

A) Accounting classification and fair values

B) Measurement of fair values

Valuation techniques and significant unobservable inputs

The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments measured at fair value in the balance sheet, as well as the significant unobservable inputs used. Related valuation processes are described in Note 4.

Note 9 : Financial instruments - Fair values and risk management:

B) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

a. credit risk ;

b. liquidity risk ; and

c. market risk

Risk management framework

a. Credit risk

Trade receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular follow up,engage with the customers, legal options / any other remedies available with the objective of recovering these outstandings. The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast specturm. The Company also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.

Investments in companies

The Company has made investments in subsidiaries, step down subsidiaries and Joint Venture. The Company does not percieve any credit risk pertaining to investments made in such related entities.

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks of Rs.43.96 lakhs; Rs.456.34 and Rs.156.76 lakhs as at 31 March 2018 ; 31 March 2017 and 1 April 2016 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Exposure to credit risk

The allowance for impairment in respect of trade receivables during the year was Rs. Nil ( 2017: Rs. Nil)

b. Liquidity risk

c. Market risk

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates. Exposure to interest rate risk:

The Company''s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from banks.

Fair value sensitivity analysis for fixed-rate instruments

Foreign currency risk

The Company has negiligible expsoure to currency risk since almost all the transactions of the Company are denominated in Indian Rupees.

Commodity and other price risk

The Company is not exposed to the commodity and other price risk.

Note 10 : Capital Management

The Company manages the capital structure by a balanced mix of debt and equity. Necessary adjustments are made in the capital structure considering the factors vis-a-vis the changes in the general economic conditions, available options of financing and the impact of the same on the liquidity position. Higher leverage is used for funding more liquid working capital needs and conservative leverage is used for long-term capital investments. No changes were made in the objectives, policies or processes during the financial year ended 31 March 2017. The Company calculates the level of debt capital required to finance the working capital requirements using traditional and modified financial metrics including leverage/gearing ratios and asset turnover ratios.

Note 11 : Operating leases

Leases as lessee

i) The Company has taken office premises situated at Andheri, Mumbai on operating lease. The Company has entered into a leave and license agreement for using of its office premises for 5 year, with an option to renew the lease after this period. The lease payments recognised in the statement of profit and loss is Rs.36 lakhs ( 31 March 2016: Rs.36 lakhs).

Leases as lessor

i) The Company has given office premises on lease which is situated at Oshiwara, Andhei West. The cancellable leases are renewable by mutual consent on mutually agreeable terms. The lease income recognised in the statement of profit and loss is Rs.7.50 lakhs (31 March 2017: Rs. Nil)

ii) There is no future minimum lease payments under non-cancellable operating lease.

Note 12 : Disclosure of Specified Bank Notes (SBNs)

During the previous year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated 30 March 2017 on the details of Specified Bank Notes (SBNs) Disclosure related to Specified Bank Notes (SBNs) held and transacted during the period from 8 November 2016 to 30 December 2016, the denomination wise SBNs and other notes as per the notification is given below:

Note 13 : Prior year comparatives

Previous year''s figures have been regrouped or reclassified, to conform to the current year''s presentation wherever considered necessary.

Note 14:

Prior period figures have been audited by a firm of Chartered Accountants other than B S R & Co. LLP

Mar 31, 2015

A) Contingent liabilities not provided for:

i) Guarantee given to banks for the credit facilities taken by subsidiary and step-down subsidiary Companies Rs. 23,592.13 lacs (P.Y. 18,836.89 lacs).

ii) Disputed demands in respect of Income Tax (Interest thereon not ascertainable at present) Rs. 14.87 lacs (PY 80.10 lacs).

B) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business at least equal to the amount stated in the balance sheet. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required

C) 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:

D) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) "Segment Reporting".

E) The name of the Company has been changed from 'Prozone Capital Shopping Centres Limited' to 'Prozone Intu Properties Limited' vide special resolution passed through postal ballot on 12th June, 2014. The Registrar of Companies, Mumbai has issued a fresh Certificate of Incorporation to this effect on 24th July, 2014, being the effective date of change of name of the company.

F) The Company has revised depreciation rates on tangible fixed assets w.e.f. April 01, 2014 as per the useful life specified in the Schedule II of the Companies Act, 2013 or as re-assessed by the Company. As prescribed in Schedule II, an amount of Rs. 10.37 lacs (net of deferred tax) has been charged to the opening balance of retained earnings for the assets in respect of which the remaining useful life is NIL as on April 01, 2014 and in respect of other assets on that date, depreciation has been calculated based on the remaining useful life of those assets. Had the Company continued with the previously applicable Schedule XIV rates, charge for depreciation for the current year ended on March 31, 2015 would have been lower and net profit would have been higher by Rs. 80.60 lacs.

G) During the previous year, the Office of Registrar of Companies, Accounting and Corporate Regulatory Authority (ACRA) Singapore, vide its Order dated 27th May, 2013 confirmed the amalgamation of Prozone International Limited, Singapore (PIL-S) with Prozone Liberty International Limited, Singapore (PLIL-S) with effect from 30th April, 2013 being the appointed date. Accordingly, all assets and liabilities owned by PIL-S as on 30th April, 2013 shall stand transferred to PLIL-S.

Notes :

a) Loans given to Wholly Owned Subsidiaries are interest free.

b) Out of loans given to Subsidiaries and Joint Venture Companies, loan amounting to Rs. 7003.61 lacs carries interest @ 8.50% p.a.

c) Loans given to others carries interest between 9% p.a. to 10% p.a.

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

I) 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

CORPORATE INFORMATION:

Prozone Capital Shopping Centres 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 developing, owning and operating of Shopping Malls, Commercial and Residential Premises. The Company is also providing related management consultancy services. The equity shares of the Company are listed on the Bombay and National Stock Exchanges.

A) Contingent liabilities not provided for :

i) Guarantee given to Bank on behalf of subsidiary company Rs. 18,836.89 lakhs (P.Y. 16,547.14 lakhs)

ii) Disputed demands in respect of Income Tax (Interest thereon not ascertainable at present) Rs. 80.10 lakhs (PY Nil). (The Income tax authorities had carried out search and seizure operations at the premises of the Company in Financial Year 2011-12. The Company has filed Income Tax Returns for which notice have been received u/s 153A of The Income Tax Act,1961 and also provided the necessary details/information. During the year, block assessments for the assessment years 2006-07 to 2012-13 have been completed and the Company has disputed disallowances made and recognised Rs. 80.10 lakhs as contingent liability. The Company has decided to prefer appeal against the disallowances maid in the said orders of assessment and is confident of getting relief from the appellate authorities.)

B) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required.

C) 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:

D) 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:

For the year ended 31st March, 2014 i) Key Management Personnel

Mr. Nikhil Chaturvedi Managing Director

Mr. Salil Chaturvedi Dy. Managing Director

Mr. Nigam Patel COO

ii) Shareholder having significant interest in the Company

Nailsfield Limited

iii) 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.

v) Joint Ventures and Coventurers :

Emerald Buildhome Private Limited Moontown Trading Company Private Limited Shalom Voyagers Private Limited

E) The Office of Registrar of Companies, Accounting and Corporate Regulatory Authority (ACRA) Singapore, vide its Order dated 27th May, 2013 confirmed the amalgamation of Prozone International Limited, Singapore (PIL-S) with Prozone Liberty International Limited, Singapore (PLIL-S) with effect from 30th April, 2013 being the appointed date. Accordingly, all assets and liabilities owned by PIL-S as on 30th April, 2013 shall stand transferred to PLIL-S.

PCSCL was holding 98.92 lacs Ordinary Shares of USD 1/- each fully paid up in PIL-S (constituting 26% of its capital) with Investment amount of Rs. 52.55 lacs. Consequent to said amalgamation, Investment made by PCSCL in PIL-S shall stand transferred to PLIL-S. However, PLIL-S, being a 100% subsidiary of PCSCL, did not issue any further shares in favour of PCSCL on its amalgamation and the investment cost made by PCSCL in PIL-S has been transferred to the cost of investment in PLIL-S.

F) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) notified by the Companies (Accounting Standards) Rules, 2006.

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

H) 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:

Prozone Capital Shopping Centres 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 developing, owning and operating of Shopping Malls, Commercial and Residential Premises. The Company is also providing related management consultancy services.

A) Contingent liabilities not provided for:

Guarantee given to Bank on behalf of subsidiary company Rs. 16,547.14 (RY. 13,575.31 Lakhs)

B) Some of the sundry creditors are subject to confirmations and reconciliations. Consequential adjustment thereof, if any, will be given effect into the books of account in the year of such adjustments.

C) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required

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) 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:

ii) Shareholder having significant interest in the Company

Nailsfield Limited, Mauritius

iii) 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.

Starlight City Commercial Developers Private Limited Bright Land Developers Private Limited Provogue (India) Limited

iv) Subsidiaries/Step down Subsidiaries :

Alliance Mall Developers Co Private Limited

Royal Mall Private Limited

Jaipur Festival City Private Limited

Prozone Liberty International Ltd, Singapore

Prozone International Ltd, Singapore

Omni Infrastructure Private Limited

Empire Mall Private Limited

Hagwood Commercial Developers Private Limited

Kruti Multitrade Private Limited

v) Joint Ventures and Coventurers :

Emerald Buildhome Private Limited

Moontown Trading Company Private Limited Shalom Voyagers Private Limited

F) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) issued by The Institute of Chartered Accountants of India.

G) During the year 2011-12, the company was converted into a public limited company vide special resolution passed in the extra ordinary general meeting of the members of the company held on 14th September, 2011. Further vide resolution passed in the meeting of board of directors held on 29th September, 2011, name of the Company has been changed from Castle Mall Limited to Prozone Capital Shopping Centres Limited. The fresh Certificate of Incorporation dated 5th October, 2011 has been received by the company from the Registrar of Companies, Maharashtra.

H) 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 has been received u/s 153A of The Income Tax Act,1961. Further the management is not expecting any further liability for the assessment years for which the return has been filled.

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

J) 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

NOTE 1. THE COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

a) As per the Order dated 10th February 2012, the Hon'ble High Court of Judicature at Bombay approved the Composite Scheme of Arrangement and Amalgamation (The Scheme) whereby the Retail Centric Real Estate Development Business (RCREDB) division was demerged and transferred from Provogue (India) Limited (the demerged 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 (demerged Company), Prozone enterprises Private Limited (the Amalgamating Company) and Prozone Capital Shopping Centres Limited (the Company), in terms of provision contained in para no. 19.1.4 of the Scheme, mutually decided to disregard the investment made by the demerged Company in 'Provogue Infrastructure Private Limited' from the RCREDB division. Accordingly, 'Provogue Infrastructure Private Limited' is deemed to be continued as subsidiary of the demerged Company

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

e) Similarly, pursuant to the aforesaid Order and the Scheme, Prozone Enterprises Private Limited (the Amalgamating Company) got amalgamated with the Company. From the Appointed Date upto the Effective date, the Amalgamating Company carried out its business in trust for the Company. In view of the same, any income or profit accruing or arising and any costs, charges, expenses and losses incurred by the Amalgamating Company in accordance with the Scheme shall be treated as of the Company. The Accounting impact on amalgamation of the Amalgamating Company with the Company, is mentioned hereunder:

i) All the assets and liabilities of the Amalgamating Company as at 1st April 2011 transferred on amalgamation have been accounted in the books of the Company at their respective book values.

ii) All the reserves of the Amalgamating Company as at 1st April 2011 have been transferred to the "Amalgamation Reserve Account," in the books of the Company.

iii) Costs incurred for the purposes of executing the Scheme have been debited to the "Amalgamation Reserve Account."

The under mentioned assets, liabilities and reserves have been accounted for, in the method and manner, as prescribed in the Scheme:

CORPORATE INFORMATION:

Prozone Capital Shopping Centres 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 developing, owning and operating of Shopping Malls, Commercial and Residential Premises. The Company is also providing related management consultancy services.

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.

a) The members of the Company in their extra-ordinary general meeting held on 25th day of August 2011, sub divided the authorised/issued/paid up share capital of Rs. 1.00 Lakhs divided into 0.10 Lakhs equity shares of Rs. 10 each to 0.50 Lakhs equity shares of Rs. 2 each. Further, the Company has also increased its authorised share capital from Rs. 1.00 Lakhs divided into 0.50 Lakhs equity shares of Rs. 2 each to Rs. 5.00 Lakhs divided into 2.50 Lakhs equity shares of Rs. 2 each and allotted 2.00 Lakhs equity shares of Rs. 2 each to Provogue (India) Limited.

Authorised Share Capital of Amalgamating Company amounting to Rs. 4,000.00 Lakhs divided in to 400.00 Lakhs equity shares of Rs. 10 each has been deemed to be sub divided in to 2,000.00 Lakhs equity shares of Rs. 2 each as per the Composite Scheme of Arrangement and Amalgamation.

b) The Company has allotted 1,523.53 Lakhs equity shares of Rs. 2 each fully paid up to the Shareholders of Demerged Company and Transferor Company pursuant to the Scheme.

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 2 per share. each holder of equity share is entitled to one vote per share.

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.

a) Hire Purchase Loans includes :

- Rs. 34.07 Lakhs in respect of two vehicles are secured by hypothecation of vehicles financed. The loan carries interest @ 8.66% p.a. The loan is repayable in 48 equal instalments starting from 1st November 2009

- Rs. 3.29 Lakhs in respect of one vehicle is secured by hypothecation of vehicles financed. The loan carries interest @ 8.36% p.a. The loan is repayable in 36 equal instalments starting from 1st November 2009.

b) Loan and advances from related parties represents loan received from Emerald Buildhome Private Limited, a step down Joint Venture Company(JVC) vide Joint Venture Agreement (JVA) dated 14th December 2007 entered into with the Co-venturer, Shree Salasar Overseas Private Limited for developing a Mall at Jaipur. The said loan was repayable to the JVC at the time of acquisition of additional land. Since the JVC presently does not have any land proposal in hand, the said loan will remain with the Company and no interest is payable as agreed between the JV Partners, till the time any new land acquired by the JVC.

a) Loan to Others amounting to Rs. 150 Lakhs represents amount due from De Lara Tourism Corporation Limited (DTCL). The Company, in the earlier years, has debited a sum of Rs. 328.17 Lakhs on account of proportionate share of preoperative expenses to dTCL vide sub-concession agreement and supplemental sub concession agreements executed in the previous year to acquire the rights to build and develop a Commercial Mall at Hyderabad. On account of non compliance of certain clauses of the Agreement by DTCL, the Company has terminated the agreements. The Company has invoked arbitration clause under the agreement and has filed a petition u/s 9 and 11 of the Arbitration and Conciliation Act 1996, before the hyderabad high Court for appointment of an arbitrator. The high Court has passed an order appointing DCTL's nominee as a sole arbitrator. The Company has filed a petition against the said Order in the Supreme Court (SC) of India. As per the instruction of SC the Arbitral Tribunal is duly constituted consisting of a panel of Arbitrators who has awarded DTCL to refund a sum of Rs. 150.00 Lakhs to the Company against the Company's total claims amounting of Rs. 328.17 Lakhs. Against the Award given by the Arbitral Tribunal the management has considered Rs. 150 Lakhs as good and fully recoverable and the balance amount of Rs. 178.17 Lakhs is being written off during the earlier years. DTCL has now challenged this award before the District Court by filing an appeal. The said appeal is pending.

b) The Company is a co-venturer in the Joint Venture Company (JVC) - Moontown Trading Company Private Limited (MTCPL) along with Shalom Voyagers Private Limited (SVPL) to develop a Mall at Mysore. In terms of Shareholding Agreement (SHA) entered in April 2006 between the co venturers and the JVC, the Company had paid Rs. 200 Lakhs to MTCPL as Share Application Money. In addition the Company had also advanced a loan of Rs. 271.95 Lakhs to the JVC. In view of the management of the Company, the advances are considered good and fully recoverable.

a) The Company has a Joint Venture Project at Mysore through its SPV Moon Town Trading Company Private Limited (MTCPL) in which the Company has 25% stake and the Co-Venturer Shalom Voyagers Private Limited (SVPL) holds balance 75% stake. Based on the understanding arrived at during the year by the Company with its Co-Venturer that the project is not likely to take off in the near future, MTCPL has reversed an amount of Rs. 41.76 Lakhs being various expenses incurred in the previous years, allocated to MTCPL by the Company towards the project work.

b) Advances written Off includes :

i) Rs. 127.5 Lakhs out of loan granted amounting to Rs. 255 Lakhs to Shalom Voyagers Private Limited (a Co-Venturer in Moontown Trading Company Private Limited). In the previous year the Company had made provision of Rs. 127.50 Lakhs and balance amount was shown as recoverable. during the year, looking at the circumstances, it seems the Company will not be able to recover the entire amount and therefore Rs. 255 Lakhs have been written off.

ii) Rs. 101.33 Lakhs out of loan amounting to Rs. 681.93 Lakhs given to Royal Mall Private Limited (RMPL), a wholly owned subsidiary. The Company had ventured into a project at Lucknow through RMPL. The Company had made an advance to RMPL amounting to Rs. 681.93 Lakhs towards acquisition of the land. RMPL had further given advance of Rs. 669.75 Lakhs to M/s ANS Constructions Private Limited (ACPL) towards land acquisition and Rs. 11.23 Lakhs to a person as brokerage and an amount of Rs. 0.34 Lakhs was utilised towards other operational expenses. Since ACPL failed to procure the land in terms of the agreement it was decided to cancel the said agreement and RMPL could recover only Rs. 580.00 Lakhs from ACPL. however, RMPL had refunded Rs. 580.60 Lakhs of the advance paid to the Company and balance amount of Rs. 101.33 Lakhs is written off as there is no possibility of any further recovery.

iii) Rs. 87.64 Lakhs out of Share Application Money amounting to Rs. 391.52 Lakhs given to the SPV Company Kruti Multitrade Private Limited (KMPL). The Company has entered into a Shareholding cum Share Subscription Agreement (SSA) with Sai Prasad Organisers (SPO) in September 2006 to develop a Commercial Mall at Surat through KMPL. KMPL had in turn paid Rs. 361 Lakhs to SPO to acquire the Land and the balance amount has been utilised for preoperative and other expenses. In the previous year the Company has provided for an amount of Rs. 195.76 Lakhs as doubtful. during the year an amount of Rs. 37.60 Lakhs (PY Rs. 34.01 Lakhs) was recovered from KMPL against Share application money and Rs. 87.64 Lakhs has been written off as possibility of any further recovery from SPO is very remote.

a) Contingent liabilities not provided for:

Guarantee given to Bank on behalf of subsidiary company Rs. 1,80,00 Lakhs (P.Y. Nil )

b) Some of the sundry creditors are subject to confirmations and reconciliations. Consequential adjustment thereof, if any, will be given effect into the books of account in the year of such adjustments.

c) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required

d) During the year, the company was converted into a public limited company vide special resolution passed in the extra ordinary general meeting of the members of the company held on 14th September 2011. Further vide resolution passed in the meeting of board of directors held on 29th September 2011, name of the Company has been changed from Castle Mall Limited to Prozone Capital Shopping Centres Limited. The fresh Certificate of Incorporation dated 5th October 2011 has been received by the company from the Registrar of Companies, Maharashtra.

e) 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:

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:

ii) Shareholder having significant interest in the Company

Nailsfield Limited, Mauritius

iii) Enterprises owned or significantly influenced by key management personnel or their relatives

Starlight City Commercial Developers Private Limited Bright Land Developers Private Limited Provogue (India) Limited

iv) Subsidiaries/Step down Subsidiaries :

Alliance Mall Developers Co Private Limited

Standard Mall Private Limited

Royal Mall Private Limited

Jaipur Festival City Private Limited

Prozone Liberty International Ltd, Singapore

Prozone International Ltd, Singapore

Omni Infrastructure Private Limited

Empire Mall Private Limited

hagwood Commercial Developers Private Limited

Kruti Multitrade Private Limited

v) Joint ventures and Coventurers :

Emerald Buildhome Private Limited

Moontown Trading Company Private Limited

Shalom Voyagers Private Limited

f) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) issued by The Institute of Chartered Accountants of India.

g) In January, 2012, the Income Tax Authorities had carried out search and seizure proceedings at the premises of the Company, its promoters and its senior officials under the provisions of section 132 of Income Tax Act, 1961. The Company has since produced all relevant materials and responded to the various queries raised by the Income Tax Authorities from time to time. The Company presently believes that there will not be any revision in income booked in the current as well as earlier accounting years. The proceedings shall be attended to as per provisions of the Income tax laws.

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

i) Till the year ended 31st March 2011, the Company was using Old 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. 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.

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