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Directors Report of Prozone Realty Ltd.

Mar 31, 2023

The Directors'' are delighted to present 16^th Annual Report on the business and operations of your Company for the year ended March 31,2023.

FINANCIAL RESULTS & OPERATIONS

Rs. in Lakhs
Particulars	Standalone		Consolidated
	31.03.2023	31.03.2022	31.03.2023 31.03.2022
Income from Operations	1083.99	986.53	17317.27	9337.69
Add: Other Income	1060.04	901.09	5750.96	2188.58
Total Income	2144.03	1887.62	23068.23	11526.27
Less: Total Expenditure	1292.91	1185.05	18297.45	12118.82
Profit/ (loss) before Tax	851.12	702.57	4770.78	(592.55)
Less: Tax expenses/ (Credit)	216.36	173.02	934.29	(445.72)
Share of profit of joint venture	-	-	(4.16)	(1.56)
Profit/ (loss) after Tax	634.76	529.55	3832.33	(148.39)

STATE OF COMPANYâS AFFAIRS / FINANCIAL PERFORMANCE

Standalone

The Company''s gross (total) income for the financial year ended 31^st March 2023 has increased to '' 2144.03 lakhs as against '' 1887.62 lakhs during the previous year, profit before tax increased to '' 851.12 lakhs against profit of '' 702.57 lakhs during previous year and the profit after tax was increased to '' 634.76 lakhs as compared to '' 529.55 lakhs in the previous year.

Consolidated

The Company''s gross (total) income for the financial year ended 31^st March 2023 increased to '' 23068.23 lakhs from '' 11526.27 lakhs during the previous year, profit before tax of the reporting year stood at '' 4770.78 lakhs against a loss of '' 592.55 lakhs in the previous year. The Profit after tax of the reporting year stood at '' 3832.33 lakhs against a loss of '' 148.39 lakhs reported in the previous year.

DIVIDEND

In order to conserve the financial resources for future growth of the company, your management decided not to propose a dividend for the year ended March 31,2023, thus there is no appropriation of any amount to the General Reserve during the year under review.

LISTING

The equity shares of the Company are listed on The BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fees for the year 2023-24 had been paid.

SHARE CAPITAL

The paid-up equity share capital of your company stood at '' 3,052.06 lakhs consisting of 15,26,02,883 equity shares of '' 2/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March 2023 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has 8 subsidiaries as on 31^st March 2023 including 3 step-down subsidiaries and 1 Joint Venture Company.

Direct Subsidiaries:

1. Alliance Mall Developers Co. Private Limited

2. Kruti Multitrade Private Limited

3. Prozone Developers & Realtors Private Limited

4. Prozone Intu Developers Private Limited

5. Prozone Liberty International Limited, Singapore (Foreign subsidiary)

Step-down subsidiaries:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Infrastructure Private Limited

Associate Companies / Joint Venture

1. Calendula Commerce Private Limited

The Board of Directors (''the Board'') regularly reviews the affairs of the subsidiary/joint venture/associate companies. A statement containing the salient features of the financials statement of subsidiary/joint venture/associate companies pursuant to the provision of section 129 (3) of the Companies Act 2013 read with rule 8(1) of the Companies Accounts Rules, 2014, is provided in format AOC-1 to the consolidated financial statement and therefore not repeated to avoid duplication.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of each of its subsidiaries, will be made available on our website www.prozoneintu.com in due course of time. These documents will also be available for inspection during business hours at the registered office of the Company

The copies of accounts of subsidiary companies can be sought by the member of the company by making a written request address to the Company Secretary at the registered office of the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Reg. 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of Annual Report under the head ''Management Discussion and Analysis''.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detention of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future during the year under review.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ Resignation, subsequent re-appointment and retirement by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Bipin Gurnani, (DIN: 07966971) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he offered himself for re-appointment. Accordingly, the proposal of his reappointment has been included in the Notice convening the Annual General Meeting of the Company.

The first term of office of Mr. Umesh Kumar (DIN: 01733695), an Independent Director is going to expire on 22^nd May 2024. The Board recommends his re-appointment for a second term of five consecutive years i.e. upto 22^nd May 2029 for the approval of members of the Company by passing a special resolution.

A brief resume along with other details about Mr. Bipin Gurnani and Mr. Umesh Kumar as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

â¢ Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors pursuant to the requirement of section 149(7) of the Companies Act, 2013 that they fulfill the criteria of independence laid down in section 149(6) read with Schedule IV to Companies Act, 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

â¢ Familiarization Programme

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https:// content.app-sources.com/s/91341600969113653/uploads/ Images/Familiarisaion-Programme-for-IDs-9617351.pdf

â¢ Key Managerial Personnel

There has been no change in Key Managerial Personnel during the financial year 2022-23. As on 31^st March 2023, the following were the Key Managerial Personnel of the Company;

Name	Designation
Mr. Salil Chaturvedi	Dy. Managing Director
Mr. Anurag Garg	Chief Financial Officer
Mr. Ajayendra P. Jain	CS and Chief Compliance Officer

â¢ Board Evaluation

Pursuant to the Companies Act, 2013 a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the ''Nomination and Remuneration Committee'' and ''Code for Independent Directors'' and pursuant to applicable regulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations, 2015, evaluated the performance of Board members.

The Board after due discussion and taking into consideration of the various aspects such as performance of specific duties, obligations, Board''s functioning, composition of the Board and its Committees and governance expressed their satisfaction with the evaluation process and performance of the Board.

â¢ Remuneration Policy

The Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. This Remuneration Policy applies to Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) of the Company, is attached to this report as ''Annexure 1''.

Secretarial Standards

The Directors states that applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-4 relating to ''Meeting of the Board of Directors, ''General Meetings'' and Boards'' Report, respectively, have been duly followed by the Company. Since Company has not declared any dividend during the previous year, the compliance under SS-3 was not applicable to the Company during last year.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors States that:

a. in the preparation of the annual accounts for the year ended March 31 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2023 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

Statutory Auditors

M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), were appointed as the Statutory Auditors of the Company at 15^th Annual General Meeting (AGM) of the Company held on 30^th September 2022 to hold office until the conclusion of 20th Annual General Meeting.

The statutory Auditors report on the financial statement for the financial year ended on 31^st March 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and Secretarial Audit Reports

Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed M/s. HSPN Associates & LLP (Erstwhile HS Associates), Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditor''s Report is attached to this report as ''Annexure 2''. The Secretarial Audit Report is self explanatory and thus does not require any further comments.

Shareholders who continue to hold shares in physical form are advised to dematerialise their shares at the earliest. For any clarifications, assistance or information, relating to dematerialization of shares, the Company''s RTA may be contacted.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress complaints if received and are monitored on regular basis.

During the year under review, Company did not receive any complaint regarding sexual harassment.

The Secretarial Audit Reports of the material subsidiaries viz. Alliance Mall Developers Co Private Limited, Empire Mall Private Limited and Hagwood Commercial Developers Private Limited have been annexed along with the report of the Company.

Internal Auditor

Pursuant to Section 138 of Companies Act, 2013 and as recommended by Audit Committee, the Board of Directors has appointed M/s CAS & Co (Firm Registration No. 111075W) Chartered Accountants, Mumbai to undertake the Internal Audit of the Company including performing internal audit of the activities of the Company''s subsidiary.

DEMATERIALIZATION OF SHARES:

Break up of shares in physical and demat form as on 31^st March 2023

Particulars	No. of Shares	% of Shares
Physical segment	64,142	0.04%
Demat segment	15,25,38,741	99.96%
Total	15,26,02,883	100.00%

Particulars	No. of Shares	% of Shares
NSDL	7,23,55,016	47.41%
CDSL	8,01,83,725	52.55%
Physical	64,142	0.04%
Total	15,26,02,883	100.00%

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

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2023 is given below and forms part of the Directors'' Report

A. Conservation of Energy

i. The steps taken or impact on conservation of energy: Nil

ii. The steps taken by the Company for utilizing alternate sources of energy: Nil

iii. The capital investment on energy conservation equipments: Nil

Your Company is not engaged in manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilisation and maximum possible saving of energy.

B. Technology Absorption

i. The efforts made towards technology absorption : Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution : Nil

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable

a. Details of Technology Imported;

b. Year of Import;

c. Whether the Technology has been fully absorbed;

d. i f not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

iv. Your Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earnings and Outgo

During the year under review the details of foreign exchange earnings & outgo are as follows:

Foreign Exchange Earnings: Nil.

Foreign Exchange Outgo: Nil

DISCLOSURES UNDER COMPANIES ACT 2013

â¢ Extract of Annual Return:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: https://prozoneintu.com/annual-reports-annual-return

â¢ Number of meetings of the Board:

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013 and SEBI (LODR) Regulations, 2015.

â¢ Committees of the Board:

The Board has established committees as per the requirement of Companies Act 2013 and SEBI (LODR) Regulations, 2015, including

Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the Committees as on 31^st March 2023 as per the applicable provisions of the Act, Rules and SEBI (LODR) Regulations, 2015 was as under:

Committee Name		Composition of the Committee
Audit Committee	1.	Mr. Umesh Kumar, Independent Director as Chairman
	2.	Ms. Deepa Misra Harris, Independent Director as member
	3.	Mr. Punit Goenka, Independent Director as member
	4.	Mr. Nikhil Chaturvedi, Managing Director as member
Nomination & Remuneration Committee	1.	Ms. Deepa Misra Harris, Independent Director as Chairperson
	2.	Mr. Punit Goenka, Independent Director as member
	3.	Mr. Umesh Kumar, Independent Director as member
Stakeholders Relationship Committee	1.	Ms. Deepa Misra Harris, Independent Director as Chairperson
	2.	Mr. Punit Goenka, Independent Director as member
	3.	Mr. Nikhil Chaturvedi, Managing Director as member
	4.	Mr. Salil Chaturvedi, Dy. Managing Director as member
Corporate Social Responsibility Committee	1.	Mr. Nikhil Chaturvedi, Managing Director as Chairman
	2.	Ms. Deepa Misra Harris, Independent Director as member
	3.	Mr. Salil Chaturvedi, Dy. Managing Director as member

â¢ Vigil Mechanism/ Whistle Blower Policy:

Your Company has established a Vigil Mechanism and implemented Whistle Blower Policy, the mechanism to provide adequate safeguards against victimisation of director(s)/ employee(s) who use mechanism to report genuine issues and also provide direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee of your Company oversees the Vigil Mechanism on regular basis.

Your Company hereby affirms that no director/ employee have been denied access to the Chairman of Audit Committee and that no complaints were received during the year.

The policy on Vigil Mechanism may be accessed on Company''s website at the following link: https://content. app-sources.com/s/91341600969113653/uploads/Images/ Whistle-Blower-Policy-Vigil-Mechanism-9618025.pdf

Particulars of loans, guarantees and investments:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended

from time to time, are form part of the notes to the financial statements provided in this Annual Report.

â¢ Particulars of contracts or arrangements entered into with related parties:

The particulars of contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as ''Annexure 3'' to the Boards'' Report or form part of the notes to the financial statements provided in this Annual Report.

â¢ Particulars of employees:

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 4'' to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company are available to Shareholders for inspection on request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on investorservice@ prozoneintu.com, whereupon a copy would be sent.

â¢ Transfer to Reserves:

During the year, Company was not required to transfer any amount to reserve.

â¢ Material changes and commitments:

No material changes and commitments affecting the financial position of your Company have occurred between 31^st March, 2023 and the date of the report.

â¢ Corporate Social Responsibility:

REMOTE E-VOTING FACILITY TO MEMBERS:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Reg. 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to provide members the facility to exercise their right to vote at the 16th Annual General Meeting (AGM) by electronic means and the business may be transacted through remote E-Voting Services to be provided by Link Intime India Private Limited.

ELECTRONIC FILING:

The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports and others reports and intimations filed with Stock Exchanges etc. and other information on its website viz. www.prozoneintu.com.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no shares lying in demat suspense account of the Company.

APPRECIATION:

Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed shareholders for their support and confidence reposed in the Company and to the Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants, and other business partners..

Mar 31, 2018

The Directors are delighted to present their 11^th Annual Report on the business and operations of your Company for the year ended March 31, 2018.

FINANCIAL RESULTS & OPERATIONS

Rs.in Lakhs

Particulars	Standalone		Consolidated
Particulars	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Income from Operations	678.24	717.55	9614.64	6,317.04
Add: Other Income	845.29	1031.23	1156.81	1,075.20
Total Income	1523.53	1748.78	10771.45	7,392.24
Less: Total Expenditure	1064.83	1773.83	11255.78	7,975.05
Profit/ (loss) before Tax	458.70	(25.05)	(484.33)	(582.81)
Less: Tax expenses/ (Credit)	231.89	(129.54)	232.69	(706.25)
Profit/ (loss) after Tax	226.81	104.49	(717.02)	123.44
Add: Share of Profit of Joint Venture	-	-	16.50	37.46
Less: Minority Interest	-	-	(279.01)	693.13
Profit/ (loss) after Tax and minority interest	226.81	104.49	(421.51)	532.23

STATE OF COMPANY''S AFFAIRS / FINANCIAL PERFORMANCE

Standalone

The Company''s gross (total) income for the financial year ended 31^st March 2018 has lessened to Rs.1523.53 lakhs as against Rs.1748.78 lakhs during the previous year, however there were asymmetrical growth in profit before tax to Rs.458.70 lakhs against loss of Rs.25.05 lakhs during previous year and the profit after tax was increased to Rs.226.81 lakhs as compared to Rs.104.49 lakhs in the previous year.

Consolidated

The Company''s gross (total) income for the financial year ended 31^st March 2018 surged to Rs.10771.45 lakhs from Rs.7392.24 lakhs during the previous year, however, the Company was able to streamline its loss before tax to Rs.484.33 lakhs from Rs.582.81 lakhs as recorded during previous year. The loss after tax & minority interest of the reporting year stood at Rs.421.51 lakhs against profit Rs.532.23 lakhs reported in previous year.

DIVIDEND

Considering the current financial position, your Directors decided, not to propose dividend for the year ended March 31, 2018, thus there is no appropriation of any amount to General Reserve during the year under review.

LISTING

The equity shares of the Company are listed on The BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fees for the year 2018-19 have been paid.

SHARE CAPITAL

The paid-up equity share capital of your company stood at Rs.3,052.06 lakhs Crores consisting of 15,26,02,883 equity shares of Rs.2/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has 11 subsidiaries as on 31^st March 2018 including 6 step-down subsidiaries and 2 Joint Venture Companies.

Direct Subsidiaries:

1. Alliance Mall Developers Co. Private Limited

2. Kruti Multitrade Private Limited

3. Royal Mall Private Limited

4. Prozone Developers & Realtors Private Limited

5. Prozone Liberty International Limited, Singapore (Foreign susbsidiary)

Step-down subsidiaries:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Infrastructure Private Limited

9. Prozone Intu Developers Private Limited

Associate Companies (Joint Venture)

1. Moontown Trading Company Private Limited

2. Emerald Buildhome Private Limited

During the financial year, two foreign subsidiaries at Singapore, Prozone International Coimbatore Limited. and Prozone Overseas Pte Ltd were struck off by Accounting and Corporate Regulatory Authority (ACRA) on application made by the Company w.e.f. 07^th August 2017.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of each of its subsidiaries, are made available on our website www.prozoneintu.com in due course. These documents will also be available for inspection during business hours at the registered office of the Company

The copies of accounts of subsidiaries companies can be sought by the member of the company by making a written request address to the Company Secretary at the registered office of the company.

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future during the year under review.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted the deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- Resignation, subsequent re-appointment and retirement by rotation

During the year, Mr. Rajiv Singh, Non Executive Independent Director of the Company has resigned from the Board with effect from 24^th April 2017. The Board places on record its sincere appreciation for the valuable service rendered by Mr. Rajiv Singh during his entire tenure.

During the year, Mr. Nikhil Chaturvedi and Mr. Salil Chaturvedi Managing Director and Dy. Managing Director of the Company respectively were re-appointed as Managing Director and Dy. Managing Director of the Company for a further term of 3 years w.e.f. 27^th February 2017, in the last Annual General Meeting held on 28^th September, 2017

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Salil Chaturvedi, (DIN: 00004768) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment. Accordingly, the proposal of his reappointment has been included in the Notice convening the Annual General Meeting of the Company

The first term of office of Mr. Punit Goenka (DIN : 00031263), as Independent Director will expire on 31^st March 2019. The Board recommends his re-appointment for a second term of five consecutive years i.e. upto 31^st March 2024 for the approval of members of the Company.

A brief resume along details about Mr. Salil Chaturvedi and Mr. Punit Goenka as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

- Appointment and Remuneration of Directors

The appointment and remuneration of Directors is governed by the Remuneration Policy of the Company which also contains the criteria for determining qualifications, positive attributes and independence of Directors. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.

- Declaration by Independent Directors

- Annual Familiarization Programme

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.prozoneintu.com/files/ upload/ Familiarisaion-Programme-for-IDs.pdf

- Key Managerial Personnel

There has been no change in Key Managerial Personnel during the financial year 2017-18. As on 31^st March 2018, the following are the Key Managerial Personnel of the Company;

Name	Designation
Mr. Salil Chaturvedi	Dy. Managing Director
Mr. Anurag Garg	Chief Financial Officer
Mr. Ajayendra P. Jain	Company Secretary and Chief
	Compliance Officer

- Board Evaluation

The Broad based on evaluation criteria recommended by the ''Nomination and Remuneration Committee'' and ''Code for Independent Directors'' and pursuant to applicable regulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations, 2015, evaluated the performance of Board members.

- Remuneration Policy

Secretarial Standards

The Directors states that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ''Meeting of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2018 and of the profit of the Company for the year ended on that date;

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

Statutory Auditors

The members of the Company in their Annual General Meeting held on September 28, 2017, appointed M/s B S R & Co LLP, Chartered Accountants, as Statutory Auditor of the Company for the period of five financial years from 2017-2018 to 2021-2022. In the term of first proviso to section 139 of the Companies Act, 2013, subject to ratification at every subsequent AGM.

However, the Ministry of Corporate Affairs vide its notification S.O. 1833(E) dated 7^th May 2018 notified the amendment in section 139 of the Companies Act 2013, pursuant to which the appointment of Statutory Auditors is not required to be ratified by the members every year during the tenure of Statutory Auditors once approved by the members in their Annual General Meeting.

However, as a good governance, the Auditors have confirmed their eligibility and independence for the financial year 2018-19

The observations and comments given by the Auditors in their report read together with notes to Accounts are self explanatory and hence do not require any further comments under section 134 (3) (f) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed M/s. HS Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditor''s Report is attached to this report as ''Annexure 2. The Secretarial Audit Report is self explanatory and thus does not require any further comments.

Internal Auditor

Pursuant to Section 138 of Companies Act, 2013 and as recommended by Audit Committee, the Board of Directors has appointed M/s K.M. Tulsian & Associates (Firm Registration No. 111075W) Chartered Accountants, Mumbai to undertake the Internal Audit of the Company including performing internal audit of the activities of the Company''s subsidiary.

DEMATERIALIZATION OF SHARES:

Break up of shares in physical and demat form as on 31^st March 2018

Particulars	No. of Shares	% of Shares
Physical segment	64,142	0.04%
Demat segment	15,25,38,741	99.96%
NSDL	8,89,15,053	58.27%
CDSL	6,36,23,688	41.69%
Physical	64,142	0.04%
Total	15,26,02,883	100.00%

The Securities and Exchange board of India (SEBI) at its Board Meeting held on 28^th March, 2018 revised the provisions relating to transfer of listed securities and decided that request for effecting transfer of listed securities shall not be processed unless the securities are held in the dematerialized from with a depository participant. The said measure of SEBI is aimed at curbing fraud and manipulation risk in physical transfer of securities by unscrupulous entities. Transfer of securities only in demat form will improve ease, convenience and safety of transactions for investors. The effective date of such amendment is yet to be notified.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres within its corporate office and in branch offices. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees is set up to redress complaints if received and are monitored on regular basis.

During the year under review, Company did not receive any complaint regarding sexual harassment.

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

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018 is given below and forms part of the Directors'' Report

A. Conservation of Energy

i) The steps taken or impact on conservation of energy: Nil

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

B. Technology Absorption

i) The efforts made towards technology absorption : Nil

ii) The benefits derived like product improvement, cost reduction, product development or import substitution : Nil

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable

(a) Details of Technology Imported;

(b) Year of Import;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

(iv) Your Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Rs.Nil lakhs

Foreign Exchange Outgo: Rs.12.76 lakhs

The above doesn''t not include foreign exchange gain or loss arise due to change in foreign exchange rate.

DISCLOSURES UNDER COMPANIES ACT 2013

- Extract of Annual Return:

In accordance with section 134(3) of the Companies Act 2013, an extract of the annual return in the prescribed format is appended as ''Annexure 3'' to the Boards'' Report.

- Number of meetings of the Board:

The Board met five times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013 and SEBI (LODR) Regulations, 2015.

- Committees of the Board:

The Board has established committees as per the requirement of Companies Act 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the Committees as on 31^st March 2018 as per the applicable provisions of the Act, Rules and SEBI (LODR) Regulations, 2015 are as under:

Chairman of the Audit Committee in exceptional cases. The Audit Committee of your Company oversees the Vigil Mechanism on regular basis.

Your Company hereby affirms that no director/ employee have been denied access to the Chairman of Audit Committee and that no complaints were received during the quarter.

The policy on Vigil Mechanism may be accessed on Company''s website at the following link: http://www. prozoneintu.com/investor/policies

- Particulars of loans, guarantees and investments:

- Particulars of contracts or arrangements entered into with related parties:

- Particulars of employees:

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies

Committee Name Composition of the Committee

Ms. Deepa Misra Harris, Chairperson

Audit Committee Mr. Punit Goenka, Member

Mr. Salil Chaturvedi, Member

Ms. Deepa Misra Harris, Chairperson w.e.f. 22^nd August 2017

Mr. Punit Goenka, Member

Nomination & Remuneration

Committee

Mr. David Fischel, Member

Mr. Rajiv Singh, Chairperson (Upto 24^th April 2017)

Ms. Deepa Misra Harris, Chairperson w.e.f. 22^nd August 2017

Mr. Punit Goenka, Member

Stakeholders Relationship

Committee Mr. Nikhil Chaturvedi, Member

Mr. Salil Chaturvedi, Member

Mr. Rajiv Singh, Chairperson (Upto 24^th April 2017)

Mr. Nikhil Chaturvedi, Chairperson

Ms. Deepa Misra Harris, Member

Corporate Social Responsibility

Committee

Mr. Salil Chaturvedi, Member

Mr. Rajiv Singh, Member (Upto 24^th April 2017)

- Vigil Mechanism/ Whistle Blower Policy:

Your Company has established a Vigil Mechanism and implemented Whistle Blower Policy, the mechanism to provide adequate safeguards against victimisation of director(s)/employee(s) who use mechanism to report genuine issues and also provide direct access to the (Appointment and Remuneration) Rules 2014 the names and other particulars of the employee is appended as ''Annexure 5'' to the Boards'' Report

The ratio of remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as ''Annexure 6'' and forms part of this Report.

- Transfer to Reserves:

During the year, Company was not required to transfer any amount to reserve.

- Material changes and commitments:

No material changes and commitments affecting the financial position of your Company have occurred between 31^st March 2018 and the date of the report.

- Corporate Social Responsibility:

The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per the Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as ''Annexure 7'' attached to this report. The CSR committee through its circular resolution passed on 24^th November 2017 met once during the financial year 2017-18 the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

REMOTE E-VOTING FACILITY TO MEMBERS:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Reg. 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to provide members the facility to exercise their right to vote at the 11^th Annual General Meeting (AGM) by electronic means and the business may be transacted through remote E-Voting Services provided by Central Depository Securities (India) Limited (CDSL).

ELECTRONIC FILING:

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to SEBI (LODR) Regulations 2015 the details of the shares lying with the Company in Unclaimed Suspense Account as on March 31 2018, are as under:

Sr. No	Description	No. of Shareholders	No. of Shares
1	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;	17	3400
2	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year;	0	0
3	Number of shareholders to whom shares were transferred from suspense account during the year	0	0
4	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	17	3400

During the financial year, Company has not declared any corporate benefit on above shares however, corporate benefits, if any accrued on above numbered unclaimed shares will be credited to the same account and the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

APPRECIATION:

Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed share holders for their support and confidence reposed in the Company and to the Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants and other business partners.

For and on behalf of Board of Director

Sd/- Sd/-

Nikhil Chaturvedi Salil Chaturvedi

Date: 29^th May 2018 Managing Director Dy. Managing Director

Place: Mumbai DIN: 00004983 DIN: 00004768

Mar 31, 2015

The Directors are delighted to present their report on the business and operations of your Company for the year ended March 31, 2015.

FINANCIAL RESULTS & OPERATIONS

(in Lakhs)

Particulars Current Previous Year Year 31.03.2015 31.03.2014

Income from Operations 807.48 886.05

Other Income 701.88 999.52

Total Income 1,509.36 1,885.57

Total Expenditure 1,104.61 1,249.59

Exceptional Item 39.09 NIL

Profit/(loss) before Tax . 365.66 635.98

Less: Tax expenses 111.11 155.18

Profit/(loss) after Tax for 254.55 480.80 the year

PERFORMANCE REVIEW

Standalone

The Company's gross (total) income for the financial year ended 31st March, 2015 decreased to Rs. 1,509.36 lakhs against Rs. 1,885.57 lakhs during the previous year. The profit before tax decreased to Rs. 365.66 lakhs from Rs. 635.98 lakhs as recorded during previous year. The profit after tax decreased to Rs. 254.55 lakhs from Rs. 480.80 lakhs in the previous year.

Consolidated

The Company's gross (total) income for the financial year ended 31st March, 2015 increased to Rs. 6,801.59 lakhs from Rs. 5,883.50 lakhs during the previous year. The profit/(loss) before tax decreased to Rs. (1,199.29) lakhs from Rs. (1,633.83) lakhs as recorded during previous year. The profit/(loss) after tax after minority interest decreased to Rs. (649.95) lakhs from Rs. (916.21) lakhs in the previous year.

CHANGE OF NAME OF THE COMPANY

The Members of the Company vide passing a Special resolution through Postal Ballot approved the change of name of the Company from "Prozone Capital Shopping Centres Limited" to "Prozone Intu Properties Limited". Subsequently upon application made by the Company, the office of Registrar of Companies, Mumbai approved the new name of the Company and issued a fresh certificate pursuant to Change of name dated 24th July, 2014 to the Company. Accordingly, the new name of the company became effective from 24th July, 2014.

LISTING

The equity shares of the Company are listed on The BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2015-16 has been already paid.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has 10 subsidiary companies as on 31st March, 2015 including step-down subsidiaries and 2 Joint Venture Companies.

Direct Subsidiaries:

1. Alliance Mall Developers Co. Private Limited

2. Jaipur Festival City Private Limited.

3. Kruti Multitrade Private Limited

4. Royal Mall Private Limited

5. Prozone Liberty International Limited, Singapore

Step-down subsidiaries:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Infrastructure Private Limited

9. Prozone Overseas Pte. Limited, Singapore

10. Prozone International Coimbatore Limited, Singapore

Joint Venture Companies

1. Moontown Trading Company Private Limited

2. Emerald Buildhome Private Limited

The Board of Directors ('the Board') regularly reviews the affairs of the subsidiaries. In compliance with section 129 (3) of the Companies Act 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended to this Report. The Statement also provides the details of performance, financial positions of each of the subsidiaries.

The annual accounts of the subsidiary companies and related detailed information are made available to the members of the company and of the subsidiary companies seeking such information. The annual accounts of the subsidiary companies are also made available for inspection by any member at the registered office of the company during business hours.

The copies of accounts of subsidiaries companies can be sought by the member of the company by making a written request address to the Company Secretary at the registered office of the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several corporate governance practices. The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms an integral part of this Report. The requisite certificate from a company secretary in whole- time practice confirming compliance with the conditions of corporate governance, is attached to the report on Corporate Governance. The report is self explenatory and does not require any further comments/explanation on matters contained therein.

MANAGEMENT DISCUSSION AND ANALYSIS

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

FIXED DEPOSITS

Company has not accepted any fixed deposits and, as such, no amount of principle or interest was outstanding as of the Balance sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- Director retire by rotation

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

A brief resume of Mr. David Fischel consisting nature of expertise in specific functional areas and name of companies in which he holds directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under clause 49 of the Listing Agreement, is given in the section of notice of AGM forming part of the Annual Report.

- Payment of remuneration to executive Directors for a further period of 2 years of appointment

The Nomination & Remuneration Committee and Board of Directors in their respective meetings held on 5th February 2015 subject to the approval of members of the Company at ensuing annual general meeting approved the payment of remuneration to Mr. Nikhil Chaturvedi, Managing Director and Mr. Salil Chaturvedi, Dy. Managing Director of the

Company for a further period of two years with effect from 27th February 2015. More details on the matter are given in explanatory statement of notice of this AGM, forming part of this report.

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

Independent Directors

The Company has received necessary declarations from all independent directors as per the requirement of section 149(7) of the Companies Act 2013 that they fulfill the criteria of independence laid down in section 149(6) of the Companies Act 2013 and clause 49 of the Listing Agreement.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the following link: http://www.prozoneintu.com/investor/Policies

- Key Managerial Personnel

Pursuant to section 203 of the Companies Act, 2013, Company has appointed/ nominated its Key Managerial Personnel viz; Mr. Salil Chaturvedi as the Dy. Managing Director, Mr. Anurag Garg as the Chief Financial Officer and Ms. Snehal Bansode as the Company Secretary of the company.

- Board evaluation

Clause 49 of the Listing Agreement directed that the Board shall monitor and review the Board evaluation framework. The Companies Act 2013 states that a formal annual evaluation needs to be conduct by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the 'Nomination and Remuneration Committee' and 'Code for Independent Directors' prescribed under schedule IV of the Companies Act, 2013 evaluated the performance of Board members one by one. The Board after due discussion and executing evaluation methodology noted a satisfactory performance and contribution by all members of the Board.

- Remuneration Policy

The Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. This Remuneration Policy applies to directors, senior management personnel including its Key Managerial Personnel (KMP) of the Company, is attached to this report as 'Annexure 1'.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the annual accounts on a 'going concern' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS Statutory Auditors

The members of the Company in their Annual General Meeting held on September 30, 2014, appointed M/s SGCO & Co., Statutory Auditors of the Company for the period of three financial years from 2014-2015 to 2016- 2017 subject to the ratification of their appointment at every subsequent Annual General Meetings (AGMs). Hence, the appointment of statutory auditors is required to be ratified by the members in ensuing Annual General Meeting for second financial year i.e. 2015-16 pursuant to provisions of section 139(1) of the Companies Act 2013.

The Company had received a letter from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

As recommended by the Audit Committee in its meeting held on 20th May, 2015 the Board recommends the ratification of appointment of Statutory Auditors for approval of members for the financial year 2015-16 to hold the office from conclusion of 8th Annual General Meeting to the conclusion of 9th Annual General Meeting.

The observations and comments given by the Auditors in their report read together with notes to Accounts are self explanatory and hence do not require for any further comments under section 134 of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed M/s. HS Associates, Practising Company Secretaries (C. P. No 1483) to undertake the Secretarial Audit of the Company. The Secretarial Auditor's Report is attached to this report as 'Annexure 2'.

Secretarial Auditors' in their report observed that the Company had not appointed Woman Director on Board of the Company pursuant to section 149 of the Companies Act 2013 and Clause 49(II)A of the Listing Agreement

Management Response: The Company is in process of appointment of a Woman Director, over a period of time, management of the Company has interviewed several professionals to freeze this appointment, but could not find a suitable person having required experience and expertise considering nature of the Industry. However, management is making all its best efforts and we hope that the appointment shall be frozen shortly.

DISCLOSURES UNDER THE SEXUAL

HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres within its office and factory premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees are set up at shop floor level to redress any complaints received and are monitored on regular basis.

There was no complaint received from any employees during the Financial Year 2014-15 and hence no complaint is outstanding as on 31st March, 2015 for redressal.

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

The particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

A. Conservation of Energy

i) The steps taken or impact on conservation of energy: The operations of your Company are not energy intensive.

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

B. Technology Absorption

i) The efforts made towards technology absorption : Nil

ii) The benefits derived like product improvement, cost reduction, product development or import substitution : Nil

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable

(a) Details of Technology Imported;

(b) Year of Import;

(c) Whether the Technology has been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

iv) Your Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earnings and Outgo

During the year under review there were no actual foreign exchange earnings and outgo.

DISCLOSURES UNDER COMPANIES ACT 2013 - Extract of Annual Return

In accordance with section 134(3) of the Companies Act 2013, an extract of the annual return in the prescribed format is appended as 'Annexure 3' to the Boards' Report.

. Number of meetings of the Board

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013 and Listing Agreement.

. Committees of the Board

The Board has established committees as per the requirement of Companies Act 2013 and Listing Agreement including Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the Committees as per the applicable provisions of the Act, Rules and listing Agreement are as under:

Committee Composition of the Committee Name

Audit 1. Mr. Punit Goenka, Chairman

Committee 2. Mr. Rajiv Singh

3. Mr. Salil Chaturvedi

Nomination & 1. Mr Rajiv Singh, Chairman Remuneration 2. Mr. Punit Goenka Committee

3. Mr. David Fischel

4. Mr. Jon Abel

Stakeholders 1. Mr Rajiv Singh, Chairman

Relationship 2. Mr. Punit Goenka Committee

3. Mr. Nikhil Chaturvedi

4. Mr. Salil Chaturvedi

- Vigil Mechanism/ Whistle Blower Policy

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

Your Company hereby affirms that no director/ employee has been denied access to the Chairman of Audit Committee and that no complaints were received during the quarter.

The policy on Vigil Mechanism may be accessed on Company's website at the following link: http://www.prozoneintu.com/investor/Policies

- Particulars of loans, guarantees and investments

The details of Loans, guarantees and investments are as per the requirement of section 186 of the Companies Act 2013 form part of the notes to the financial statements provided in this Annual Report.

- Particulars of contracts or arrangements made with related parties

The particulars of contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as 'Annexure 4' to the Boards' Report.

- Particulars of employees

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 the names and other particulars of the employee is appended as 'Annexure 5' to the Boards' Report

The ratio of remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as 'Annexure 6' and forms part of this Report.

- Transfer to Reserves

During the year, company has not transferred any amount to reserve.

- Material changes and commitments

No material changes and commitments affecting the financial position of your Company have occurred between 31st March, 2015 and the date of the report.

- Risk Management

Pursuant to clauses 49(I) and 49(VI) of the Listing Agreement and section 134 of the Companies Act 2013 the Board of Directors of the Company in its meeting held on 5th February 2015 noted the Risk Management Plan for the company and Succession Plan for Board members and senior management personnel

- Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 as to Corporate Social Responsibility are not applicable to your Company.

E-VOTING FACILITY TO MEMBERS

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and clause 35B of the Listing Agreement, the Company

is pleased to provide members the facility to exercise their right to vote at the 8th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Securities (India) Limited (CDSL). The company has also sent Polling Paper to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

CLAUSE 5A OF THE LISTING AGREEMENT

Pursuant to 'Composite Scheme of Arrangement and Amalgamation' (The Scheme') between Provogue (India) Limited ('Provogue' or 'Demerged Company'), Prozone Enterprises Private Limited ('PEPL or Transferor Company') and the Company (Transferee Company') approved by Hon'ble High Court of Bombay on 10th February, 2012, the Company on 12th March, 2012 made allotment to shareholders of 'Provogue' in exchange ratio of 1:1.

Prior to the said allotment by the Company, 3400 shares of 'Provogue' were lying in suspense account as unclaimed by shareholders of Provogue. The Company in pursuance of the Scheme, allotted same number of shares to the same shareholders, and treated the same as unclaimed shares. As per the Clause 5A of the Listing Agreement, any corporate benefits in terms of securities accruing on such shares viz. bonus shares, split etc., shall also be credited to such demat suspense account hence the Company has transferred said 3400 shares to 'Provogue Demat Suspense Account'.

ELECTRONIC FILING

The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. and other information on its website viz. www.prozoneintu.com.

APPRECIATION

Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed share holders for their support and confidence reposed in the Company and to The Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants and other business partners.

For and on behalf of Board of Director

Date : 11.08.2015 Nikhil Chaturvedi Salil Chaturvedi

Place: Mumbai Managing Director Dy. Managing Director

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their report on the business and operations of your Company for the year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Current Previous Year Year 31.03.2014 31.03.2013

Income from Operations 886.05 726.51

Other Income 999.52 1141.89

Total Income 1885.57 1868.40

Total Expenditure 1249.62 1713.17

Profit/ (loss) before Tax 635.95 155.23

Less: Tax expenses 155.18 19.93

profit/ (loss) after..Tax for 480.77 135.30 the year

PERFORMANCE REVIEW

The Company''s gross (total) income for the financial year ended 31st March, 2014 increased to Rs. 1885.57 lakhs against Rs. 1868.40 lakhs during the previous year. The profit before tax increased to Rs. 635.95 lakhs from Rs. 155.23 lakhs as recorded during previous year. The profit after tax increased to Rs. 480.77 lakhs from Rs. 135.30 lakhs in the previous year which represents the growth of 255% over the previous year.

CHANGE OF NAME OF THE COMPANY

The Company has sent Postal Ballot Notice dated 05.05.2014 to the Shareholders pursuant to the provisions of Section 110 of the Companies Act 2013, read with Rule 22 of Companies (Management and Administration) Rules, 2014 on the Special Resolution seeking consent of the Members for change of name of the Company from ''Prozone Capital Shopping Centres Limited'' to ''Prozone Intu Properties Limited''.

In terms of provisions of section 110 of the Companies Act 2013 read with clause 35B of the Listing Agreement, Company has provided e-voting facility to its shareholders.

The result of the Postal Ballot is scheduled to be announced by the Managing Director or any other Director at the Registered Office of the Company on or after Thursday, 12th June 2014 as 11th June 2014 being the last date of voting. The date of announcement of the result of postal ballot shall be considered as date of passing of the resolution. The result of Postal Ballot shall be informed to the Stock Exchanges and shall also be hosted on the Company''s website www.prozonecsc.com and published in newspapers.

LISTING

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

SUBSIDIARY COMPANIES

The Company has 10 subsidiary companies as on 31st March, 2014 including step-down subsidiaries. The names of direct subsidiary companies are as follows:

1. Alliance Mall Developers Co. Private Limited

2. Royal Mall Private Limited

3. Jaipur Festival City Private Limited.

4. Kruti Multitrade Private Limited

5. Prozone Liberty International Limited, Singapore

The step-down subsidiary companies are:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Infrastructure Private Limited

9. Prozone Overseas Pte. Limited, Singapore

10. Prozone International Coimbatore Limited, Singapore

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

Consolidated Financial Statements are provided in the Annual Report.

DIRECTORS

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

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

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

KEY MANAGERIAL PERSONNEL

Pursuant to section 203 of the Companies Act, 2013, your Company is required to appoint Key Managerial Personnel, Accordingly your Company has appointed its Key Managerial Personnel viz; Mr. Nikhil Chaturvedi as the Managing Director, Mr. Anurag Garg as the Chief Financial Officer and Ms. Snehal Bansode as the Company Secretary.

AUDIT COMMITTEE

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

VIGIL MECHANISM

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS

Pursuant to Section 139 read with rule 6 of chapter X of the Companies Act 2013 M/s. SGCO & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the ensuing AGM and being eligible have offered themselves for re-appointment. The Company has received a letter from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits of Section 141 of the Companies Act, 2013 and they are not disqualified from such appointment within the meaning of section 141 of the Companies Act, 2013. The Board recommends the appointment of Statutory Auditors for approval of members in their ensuing AGM to hold the office from the conclusion of ensuing AGM (i.e. 7th AGM) upto the conclusion of 10th AGM of the Company henceforth subject to the ratification of their appointment at every subsequent AGM.

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

FIXED DEPOSITS

The Company has neither accepted nor renewed any public deposits within the meaning of Section 58-A of the Companies Act, 1956 and rules made thereunder during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2014 and of the profit of the Company for that year.

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

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

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

As the company is not engaged in manufacturing and other activities as specified under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 read with Section 217 (1)(e) of the Companies Act, 1956, the particulars regarding conservation of energy, technology, absorption are not applicable to the Company. There were no foreign exchange earnings and outgo during the year under consideration.

E-VOTING FACILITY TO MEMBERS

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 7th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Securities (India) Limited (CDSL).

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

CLAUSE 5A OF THE LISTING AGREEMENT

Pursuant to ''Composite Scheme of Arrangement and Amalgamation'' (''The Scheme'') between Provogue (India) Limited (''Provogue'' or ''Demerged Company''), Prozone Enterprises Private Limited (''PEPL'' or ''Transferor Company'') and the Company (''Transferee Company'') approved by Hon''ble High Court of Bombay on 10th February, 2012, the Company on 12th March, 2012 made allotment to shareholders of ''Provogue'' in exchange ratio of 1:1.

Prior to the said allotment by the Company, 3400 shares of ''Provogue'' were lying in suspense account as unclaimed by shareholders of Provogue. The Company, in pursuance of the Scheme, allotted same number of shares to the same shareholders of ''Provogue'', and treated the same as unclaimed shares. As per the Clause 5A of the Listing Agreement, any corporate benefits in terms of securities accruing on such shares viz. bonus shares, split etc., shall also be credited to such demat suspense account hence the Company has transferred said 3400 shares to ''Provogue Demat Suspense Account''.

ELECTRONIC FILING

The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. and other information on its website viz. www.prozonecsc.com.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed share holders for their support and confidence reposed in the Company and to The Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants and other business partners.

For and on behalf of Board of Director

Date: 23.05.2014 Nikhil Chaturvedi Salil Chaturvedi Place: Mumbai Managing Director Dy. Managing Director

Mar 31, 2013

To the Members of Prozone Capital Shopping Centres Limited

The Directors have pleasure in presenting their report on the business and operations of your Company for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs.in Lakhs) Particulars Current Year 31.03.2013 Previous Year 31.03.2012

Income from Operations 726.51 789.73

Other Income 1141.89 651.42

Total Income 1868.40 1445.15

Total Expenditure

Profit before taxation & 155.26 299.49 exceptional items

Less: Exceptional items 358.23

155.26 (58.74)

Less: fax expenses 19.93 4.32

13.533 (203.06) the year

PERFORMANCE REVIEW

The Company''s gross (total) income for the financial year ended 31st March, 2013 increased to Rs. 1868.40 Crore from Rs. 1445.15 Crore in the previous year. The profit before tax increased to Rs. 155.26 Crore against loss of Rs. 58.74 Crore in the previous year. The profit after tax increased to Rs. 135.33 Crore against loss of Rs. 203.06 Crore in the previous year.

LISTING

During the financial year under consideration 15,26,02,883 equity shares of the Company got listed on The BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) on 12th September, 2012. The Company has paid the listing fee for the year 2013-14.

SUBSIDIARY COMPANIES

The Company has 11 subsidiary companies as on 31st March, 2013 including step-down subsidiaries. The names of direct subsidiary companies are as follows:

1. Alliance Mall Developers Co. Private Limited

2. Royal Mall Private Limited

3. Jaipur Festival City Private Limited.

4. Kruti Multitrade Private Limited

5. Prozone Liberty International Limited, Singapore

The step-down subsidiary companies are:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Infrastructure Private Limited

9. Prozone International Limited, Singapore

10. Prozone Overseas Pte. Limited, Singapore

11. Prozone International Coimbatore Limited, Singapore

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

DIRECTORS

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

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

AUDIT COMMITTEE

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS

The Auditors M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai hold the office upto the conclusion of the ensuing Annual General Meeting. The Company has received a written consent alongwith a certificate from them to the effect that their appointment, if made, would be within the limits as prescribed in section 224 (1-B) of the Companies Act, 1956 and they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956. The Board recommends their reappointment.

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

FIXED DEPOSITS

The Company has neither accepted nor renewed any public deposits within the meaning of Section 58-A of the Companies Act, 1956 and rules made thereunder during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2013 and of the profit of the Company for that year.

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

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

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

As the company is not engaged in manufacturing and other activities as specified under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 read with Section 217 (1)(e) of the Companies Act, 1956, the particulars regarding conservation of energy, technology, absorption are not applicable to the Company. There were no foreign exchange earnings and outgo during the year under consideration

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, all members

who have not registered their e-mail IDs with the Company or its ''Registrar and Share Transfer Agent'' (RTA), are requested to register their e-mail IDs with the Company or RTA, so as to enable the company to send all notices/reports/documents/intimations and other correspondences etc. through e-mails, in the electronic mode instead of physical copies of the same. A specimen of request form for registering e-mail IDs to be filled and submitted by the members to the Registrar & Transfer Agent or the Company is given below the notice of the AGM.

CLAUSE 5A OF THE LISTING AGREEMENT

Pursuant to ''Composite Scheme of Arrangement and Amalgamation'' (The Scheme'') between Provogue (India) Limited (''Provogue'' or ''Demerged Company''), Prozone Enterprises Private Limited (''PEPL or Transferor Company'') and the Company (Transferee Company'') approved by Hon''ble High Court of Bombay on 10th February, 2012, the Company on 12th March, 2012 made allotment to shareholders of ''Provogue'' in exchange ratio of 1:1.

Prior to the said allotment by the Company, 3400 shares of ''Provogue'' were lying in suspense account as unclaimed by shareholders of Provogue. The Company, in pursuance of the Scheme, allotted same number of shares to the same shareholders of ''Provogue'', and treated the same as unclaimed shares. The shares of the Company got listed on Stock Exchanges on 12th September, 2012, hence the Company is in process of complying with the requirements of Clause 5A of the Listing Agreement and shall be Crediting the same to ''Suspense Account'' of the Company in due course.

ELECTRONIC FILING

The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. and other information on its website viz. www.prozonecsc.com.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed share holders for their support and confidence reposed in the Company and to The Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants and other business partners.

For and on behalf of Board of Director

Date: 10th May, 2013 Nikhil Chaturvedi Salil Chaturvedi

Place: Mumbai Managing Director

Dy. Managing Director

Mar 31, 2012

To the Members, Prozone Capital Shopping Centres Limited

(Erstwhile 'Castle Mall Private Limited)

The Directors have pleasure in presenting their report on the business and operations of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Current Previous Year Year 31.03.2012 31.03.2011

Income from Operations 789.73 -

Other Income 651.42 0.95

Total Income 1441.15 0.95

Total Expenditure 1141.68 0.90

Profit before taxation & 299.47 0.05 exceptional items

Less: Exceptional items 358.23 -

Profit/(loss) before Tax (58.76) 0.05

Less: Tax expenses 144.32 0.06

Profit/(loss) after Tax for (203.08) (0.01) the year

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

During the year under review, by virtue of the 'Composite Scheme of Arrangement and Amalgamation' ("The Scheme") approved by the Hon'ble High Court of Bombay vide its order dated 10th February 2012, the Retail Centric Real Estate Development Business (RCREDB) of Provogue (India) Limited ("Demerged Company" or "PIL") got demerged/transferred to Prozone Capital Shopping Centres Limited (Transferee Company or PCSCL or "The Company") and Prozone Enterprises Private Limited (Transferor Company or PEPL) got amalgamated with the Company. The Scheme became effective from 27th February 2012 and became operational from 1st April 2011, being the appointed date as per the approved Scheme.

CHANGE IN SHARE CAPITAL OF THE COMPANY

The Company, in pursuance of the Scheme approved by the Hon'ble High Court of Bombay, on 12th March 2012 allotted 11,43,57,095 equity shares of Rs. 2/- each to the shareholders of Provogue (India) Limited (PIL) in the exchange ratio of 1:1 (i.e. 1 equity share of Rs. 2/- each of the company against every 1 equity share of Rs. 2/- each in PIL) and 3,79,95,788 equity shares to the shareholder of Prozone Enterprises Private Limited in exchange ratio of 313:75 (i.e. 313 equity shares of Rs. 2/- each of the Company against every 75 equity shares of Rs. 10/- each in PEPL).

Accordingly the paid up share capital of the Company increased to Rs. 30,52,05,766/- divided into 15,26,02,883 equity shares of Rs. 2/- each from Rs. 5,00,000/- divided into 2,50,000 equity shares of Rs. 2/- each.

LISTING

In terms of para nos. 7.9 and 11.12 of the approved Scheme, Company shall shortly be making application to the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) for listing of 15,26,02,883 equity shares of Rs. 2/- each (including 2,50,000 equity shares of Rs. 2/- each before the allotment made in pursuance of the Scheme).

CHANGE OF NAME OF THE COMPANY

During the year, the Company was converted into a Public Limited Company and name was changed to 'Castle Mall Limited' with effect from 28th September 2011. Subsequently, the name of the Company was changed to 'Prozone Capital Shopping Centres Limited' with effect from 5th October 2011.

DIVIDEND

Your directors are hopeful to present better financial results in years to come and to provide appropriate returns in forthcoming years to the shareholders by way of dividend.

DIRECTORS

During the year under review, the Company appointed Mr. Nikhil Chaturvedi and Mr. Salil Chaturvedi as Additional Directors w.e.f. 27th February 2012 and appointed Mr. Punit Goenka, Mr. Rajiv Singh, Mr. John Abel and Mr. David Fischel as Additional Directors w.e.f. 20th April 2012. Pursuant to provisions of section 260 of the Companies Act, 1956 they hold their offices upto the date of ensuing Annual General Meeting. Your Directors recommend to appoint Mr. Nikhil Chaturvedi and Mr. Salil Chaturvedi as non-rotational Directors and to appoint Mr. Punit Goenka, Mr. Rajiv Singh, Mr. John Abel and Mr. David Fischel as directors liable to retire by rotation.

The Board of Directors in their meeting held on 29th February 2012 and members in their extra-ordinary general meeting held on 5th March 2012 appointed Mr. Nikhil Chaturvedi and Mr. Salil Chaturvedi as Managing Director and Dy. Managing Director respectively for a period of 5 years with effect from 27th February 2012. The Company in view of inadequacy of profit during the financial year ended 31st March 2012 has applied to the Central Government for seeking approval for payment of remuneration to Mr. Nikhil Chaturvedi and Mr. Salil Chaturvedi during their tenure as Managing Director and Deputy Managing Director respectively of the Company.

Mr. Rakesh Rawat resigned from the board with effect from 13th October 2011 and Mr. Deep Gupta, Mr. Akhil Chaturvedi and Mr. J K Jain resigned from the Board of Directors of the Company with effect from 20th April 2012. The Board extends its deep sense of appreciation for the services rendered by them during their tenure.

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARY COMPANIES

The Company has 11 subsidiary companies as on 31st March 2012 including downstream subsidiaries. The names of direct subsidiary companies are as follows:

1. Prozone Liberty International Ltd., Singapore

2. Alliance Mall Developers Company Private Limited

3. Royal Mall Private Limited

4. Jaipur Festival City Private Limited.

5. Kruti Multitrade Private Limited

The step-down subsidiary companies are:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Infrastructure Private Limited

9. Prozone International Limited, Singapore

10. Prozone Overseas Pte. Limited, Singapore

11. Prozone International Coimbatore Limited, Singapore

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March 2012 and of the loss of the Company for that year.

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

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

AUDITORS

The Auditors M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai hold the office upto the conclusion of the ensuing Annual General Meeting. The Company has received a written consent alongwith a certificate from them to the effect that their appointment, if made, would be within the limits as prescribed in section 224 (1-B) of the Companies Act, 1956. The Board recommends their reappointment. The reports of the Auditors on audited accounts for the financial year 2011-12 is self explanatory and does not require any further explanation.

FIXED DEPOSITS

The Company has neither accepted nor renewed any public deposits within the meaning of Section 58-A of the Companies Act, 1956 and rules made thereunder during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

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

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

As the company is not engaged in manufacturing and other activities as specified under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 read with Section 217 (1)(e) of the Companies Act, 1956, the particulars regarding conservation of energy, technology, absorption are not applicable to the Company. There were no foreign exchange earnings and outgo during the year under consideration

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

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

AUDIT COMMITTEE

The Board of Directors in their meeting held on 20th April 2012 constituted an Audit Committee which consists of two Independent non-executive directors namely; Mr. Punit Goenka as Chairman and Mr. Rajiv Singh, and one executive director namely Mr. Salil Chaturvedi. The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

ELECTRONIC FILING

Upon listing of shares of the Company with the Stock Exchanges, Company shall be periodically uploading the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. and other information on its website viz. www.prozonecsc.com.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed share holders for their support and confidence reposed in the Company and to the High Court of Bombay, The Stock Exchanges, Government Authorities, Financial Institutions and Banks, Advisors, Consultants and other business partners.

For and on behalf of Board of Director

Date: 15th May 2012 Nikhil Chaturvedi Salil Chaturvedi

Place: Mumbai Managing Director Dy. Managing Director

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