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Download Annual Report PDF Format 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '13    Mar 12
To The Members of Provogue (India) Ltd
 
 The Directors take pleasure in presenting their 17th Annual Report of
 the Company together with the Audited Financial Statements for the year
 ended 31 st March, 2013.
 
 FINANCIAL RESULTS
 
 The financial performance of the Company for the year ended 31st March,
 2013 is summarised below:
 
                                                          (Rs. In Crores)
 
 Particulars Previous                                Current  Previous
                                                        Year      Year
 
 Income from Operations                               540.28    609.72
 
 Other Income                                          12.86     15.14
 
 total Income                                         553.14    624.86
 
 Total Expenditure                                    527.31    595.26
 
 Profit before Taxation                                25.83     29.61
 
 Less: Provision for taxation                          12.94      4.58
 
 Profit after Taxation                                 12.89     25.03
 
 Balance brought forward                              142.14    118.44
 
 Less: Provision For Dividend                           1.14      1.14
 
 Less: Provision For Corporate                          0.19      0.19 
 
 Dividend tax
 
 Balance transferred to Balance                       153.71    142.14 
 Sheet
 
 
 PERFORMANCE REVIEW
 
 Your company is continuously expanding its owned retail store base,
 which will further increase the company''s presence in retail market.
 The Company has marked a turnover of Rs. 540.28 Crore for financial year
 2012-13 as against Rs. 609.72 Crore in the financial year 2011-12, Profit
 after tax for financial year 2012-13 stood at Rs. 12.89 Crores as against
 Rs. 25.03 Crore in 2011-12.
 
 UTILISATION OF PREFERENTIAL ISSUE PROCEEDS
 
 During the Financial Year 2008-09 the Company had raised an aggregate
 amount of Rs. 329.82 Crores by way of Preferential Issue of Shares and
 allotment of convertible warrants has been utilised towards investment
 in its subsidiaries, other objects and general corporate purposes.
 
 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 2013-14 has been paid.
 
 DIVIDEND:
 
 Your Directors are pleased to recommend a dividend on total paid up
 capital, subject to the approval of the members, at the rate of Rs.
 0.10/- (10%) per fully paid- up Equity Share of Rs. 1/- each of the
 Company for the financial year ended 31st March, 2013. The proposed
 dividend will absorb Rs. 1.14 Crore excluding corporate dividend tax.
 
 DIRECTORS
 
 Pursuant to the provisions of section 255 and 256 of the Companies Act,
 1956, the office of Mr. Akhil Chaturvedi, Mr. Rakesh Rawat and Mr.
 Nigam Patel 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.
 
 During the year under consideration, Mr. Surendra Hiranandani, an
 Independent Director has resigned from the Directorship of the Company
 with effect from 10th November, 2012. The Board extends its sincere
 thanks and appreciation for services and guidance extended by Mr.
 Hiranandani to the Company during his tenure as an Independent
 Director.
 
 Mr. Salil Chaturvedi, Deputy Managing Director has been appointed/
 re-designated as non-executive director of the Company with effect from
 1st May, 2013.
 
 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. Amitabh Taneja and one
 executive director i.e. Mr. Akhil Chaturvedi.  The Audit Committee
 functions in terms of the role and powers delegated by the Board of
 Directors keeping in view the provisions of Clause 49 of the Listing
 Agreement and Section 292A of the Companies Act, 1956.
 
 SUBSIDIARY COMPANIES
 
 The Company has 14 subsidiary companies as on 31st March, 2013. The
 names of subsidiary companies are as follows:
 
 Indian Subsidiary Companies are:
 
 i) Millennium Accessories Ltd.
 
 ii) Provogue Infrastructure Pvt. Ltd.
 
 iii) Sporting and Outdoor Ad-Agency Pvt. Ltd.
 
 iv) Flowers, Plants & Fruits (India) Pvt. Ltd.
 
 v) Acme Advertisements Pvt. Ltd.
 
 vi) Brightland Developers Pvt. Ltd.
 
 vii) Faridabad Festival City Pvt. Ltd
 
 viii) Pronet Interactive Pvt. Ltd.
 
 ix) Profab Fashions (India) Ltd.
 
 x) Classique Creators Limited
 
 xi) Prozone Infrastructure Limited
 
 Step-down subsidiary is:
 
 xii) Standard Mall Private Limited
 
 Foreign subsidiaries are:
 
 xiii) Elite Team (HK) Ltd, Hong Kong xiv) Provogue Holding Ltd,
 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 the registered office of the
 Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investments in Associates issued by ICAI, the Audited Consolidated
 Financial Statements are provided in the Annual Report.
 
 STATUTORY AUDITORS
 
 The Auditors M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai
 hold the office till the conclusion of the ensuing Annual General
 Meeting.
 
 The Company has received a notice from a member of the Company in terms
 of provisions of section 225 of the Companies Act, 1956 proposing to
 appoint M/s Ajay Shobha &Co., as joint statutory auditors of the
 Company alongwtih M/s Singrodia Goyal & Co., Chartered Accountants in
 ensuing Annual General Meeting.
 
 The Company has received certificates from M/s Singrodia Goyal & Co.,
 Chartered Accountants and M/s Ajay Shobha & Co., Chartered Accountants,
 to the effect that their appointment, if made, would be within the
 prescribed limits under section 224(1-B) of the Companies Act, 1956.
 They have also confirmed their compliances pursuant to clause 41(1)(h)
 of the Listing Agreement in respect of Peer Review Certificate issued
 by the Peer Review Board of the ICAI.
 
 The Board recommends their appointment. A resolution seeking your
 approval for the appointment of M/s Singrodia Goyal & Co., Chartered
 Accountants and M/s Ajay Shobha & Co., Chartered Accountants, as joint
 auditors has been included in the notice convening the Annual General
 meeting. The said auditors, if appointed shall hold their offices from
 the conclusion of this Annual General Meeting until the conclusion of
 next Annual General Meeting of the Company.
 
 Auditors'' observations and management''s response to auditors''
 observation:
 
 The auditors of the Company have qualified their report to the extent
 and as mentioned in the Auditors Report.  The qualification in the
 auditors'' report and management response to such qualifications are as
 under:
 
 (a) Attention is invited to Note no. 32 (A) (h) regarding Balances of
 Trade Receivables and Trade Payables which are subject to confirmation
 and reconciliation.  Consequential revenue impact of the same which is
 presently not ascertainable will be considered as and when determined.
 
 Management response: Management made its best efforts to collect
 confirmations from trade receivables and trade payables upto best
 possible extent enabling the auditors to draw its opinion on financials
 of the Company. Management does not foresee any adverse or major impact
 of unconfirmed balances on the financials of the company.
 
 (b) Attention is invited to Note no. 32 (A) (i) in respect of
 additional income of Rs. 3,006.34 Lacs (not accounted in these
 financials) declared to the Income Tax Authorities, in respect of which
 only provision for taxation of Rs. 975.41 Lacs is made in the books of
 account of the Company, We are unable to comment upon its resulting
 effect on the relevant assets, income/ profit for the year and on the
 report annexed hereto.
 
 Management response: The Income Tax Authorities (ITA) had carried out
 search and seizure operation in January 2012 at the premises of the
 Company and found shortcomings in certain documents for Rs. 3006.34 lacs.
 The Company then replied to the ITA and in order to avoid further
 protracted litigation declared/ offered the same as income and made
 adequate provisions towards income tax liability for the same in
 current financial year. However, there is no resulting effect on
 relevant assets, income/profit of the Company for the year due to the
 same.
 
 COST AUDITORS
 
 Based on the approval received from Central Government, your Company
 has appointed M/s Ketki D. Visariya & Co., Cost Accountants, Mumbai as
 Cost Auditors of the Company for the financial year 2013-14. Your
 Company has received certificates from M/s Ketki D. Visariya & Co.
 informing their eligibility, willingness and independence to be
 appointed as Cost Auditors of the Company.
 
 The Cost Audit Report of M/s Ketki D. Visariya & Co. for the year ended
 31st March, 2013 will be filed with the Central Government in due
 course.
 
 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
 
 Management Discussion and Analysis Report for the year under review as
 stipulated under clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 this Annual report.
 
 FIXED DEPOSITS
 
 The Company has neither accepted nor renewed any deposits, within the
 meaning of Section 58-A of the Companies Act, 1956 read with the
 Companies (Acceptance of Deposits) Rules, 1975 made there under.
 
 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report. However, having regard to the
 provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA) of the Companies Act, 1956, your
 Directors'' confirm that:
 
 In the preparation of the annual accounts, the applicable accounting
 standards have been followed.
 
 ii. The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year as on March 31, 2013
 and profit of the Company for that year.
 
 iii. The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 iv. The Directors have prepared the annual accounts on a going concern
 basis.
 
 CLAUSE 5A OF THE LISTING AGREEMENT
 
 Pursuant to clause 5A of the Listing Agreement, the details of shares
 lying with the Company''s Unclaimed Suspense Account as on 31st March,
 2013 are as under:
 
 
 Description                                            No. of   No. of 
                                                         cases   shares
 
 Aggregate no.  of shareholders and                       17      3400
 outstanding shares in unclaimed suspense account 
 at beginning of the year
 
 No. of shareholders who approached                        0       0
 issuer for transfer of shares from unclaimed 
 suspense a/c during the year
 
 No. of shareholders to whom shares                        0       0
 were transferred from unclaimed suspense 
 account during the year
 
 
 Description                                   No. of      No. of
                                               cases       shares
 
 Aggregate no.  of shareholders and              17         3400
 outstanding shares in the suspense 
 account at the end of year
 
 
 Your Company credits all unclaimed shares to a DEMAT Unclaimed Suspense
 Account maintained by the Company. All the corporate benefits in terms
 of securities accruing on these unclaimed shares are also credited to
 such Unclaimed Suspense Account. The voting rights on these shares
 shall remain frozen till the rightful owner of such shares claims the
 shares.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Information in accordance with the provisions of Section 217 (1)(e) of
 the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo is given in the Annexure forming part of this
 report.
 
 GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
 
 In view of the ''Green Initiative in Corporate Governance'' introduced by
 the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
 21.04.2011, all members who have not so far registered their e-mail IDs
 with the Company or its ''Registrar and Share Transfer Agent'' (RTA), are
 requested to register their e-mail IDs with the Company or RTA, so as
 to enable the company to send all notices/reports/documents/intimations
 and other correspondences etc. through e-mails, in the electronic mode
 instead of receiving physical copies of the same.  A specimen of
 request form for registering e-mail IDs to be filled and submitted by
 the members to the RTA or the Company is attached below to the notice
 of this Annual General Meeting.
 
 ELECTRONIC FILING
 
 The Company periodically uploads Annual Reports, Financial Results,
 Shareholding Pattern, Corporate Governance Reports etc. on its website
 viz. www.  provogue.com within the prescribed time limit.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to express their sincere appreciation of the
 Co-operation and assistance received from the shareholders, bankers,
 regulatory bodies and other business constituents during the year under
 review.  Your Directors also wish to place on record their deep sense
 of appreciation for the commitment displayed by all executives,
 officers and staff resulting in the successful performance of the
 company during the year.
 
 
 
                                 For and on behalf of Board of Director
 
 
 Date: 14th August, 2013                              Nikhil Chaturvedi
 
 Place: Mumbai                                        Managing Director
Source : Dion Global Solutions Limited
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