To The Members of Provogue (India) Ltd
The Directors take pleasure in presenting their 16th Annual Report of
the Company together with the Audited Financial Statements for the year
ended 31st March, 2012.
The financial performance of the Company for the year ended 31st March
2012 is summarized below:
(Rs. In Crores)
Particulars Current Previous
Income from Operations 609.59 565.38
Other Income 15.27 17.22
Total Income 624.86 582.60
Total Expenditure 595.25 539.53
Profit before Taxation 29.61 43.07
Less: Provision for taxation 4.58 9.67
Profit after Taxation 25.03 33.40
Balance brought forward 118.44 90.36
Less: Provision For Dividend 1.14 2.86
Less: Provision For Corporate 0.19 0.46
Less: Transfer to General Reserve - 2.00
Balance transferred to 142.14 118.44
During the year under review, Company endeavors to explore the business
through franchisees channel in addition to direct sales studios
throughout the Country. Provogue retails its products through exclusive
Provogue Stores and Shop-in-Shop outlets in National Chain Stores (NCS)
and Multi Brand Outlets (MBO). Your company is continuously expanding
its owned retail store base, which will further increase the company''s
presence in Indian Market. As on 31st March 2012, turnover of the
Company reached to Rs. 609.59 Crore against Rs. 565.38 Crore recorded
during previous year ended on 31st March 2011. Profit after tax for FY
2011- 12 stood at Rs. 25.03 Crore as against Rs. 33.40 Crore in the
previous year, which was mainly caused due to higher discount offered
to the Customers for generating higher sales in competitive environment
and substantial increase in cost of borrowings of the Company.
DEMERGER OF RETAIL CENTRIC REAL ESTATE DEVELOPMENT BUSINESS OF THE
By virtue of order dated 10th February 2012 passed by the Hon''ble High
Court of Bombay approving the ''Composite Scheme of Arrangement and
Amalgamation'', the Retail Centric Real Estate Development Business
(RCREDB) of the Company got demerged into Prozone Capital Shopping
Centres Limited (PCSCL). The Scheme became effective from 27th February
2012 upon filing of a copy of the Court Order with Registrar of
Companies, Mumbai and became operational from 1st April 2011, being the
appointed date as per the approved scheme. RCREDB mainly constituted
investment made by the Company in Prozone Enterprises Private Limited
(PEPL) (erstwhile 75% subsidiary of the Company) which subsequently
pursuant to the Scheme got merged with PCSCL.
Consequent to demerger of RCREDB of the Company into PCSCL, the paid up
share capital of the Company was reduced from Rs. 22,87,14,190 divided
into 11,43,57,095 equity shares of Rs. 2/- each to Rs. 11,43,57,095 divided
into 11,43,57,095 equity shares of Re. 1/- each. Accordingly on 12th
March 2012, the Company allotted 1 (one) fully paid equity share of
face value of Re. 1/- each and also PCSCL allotted 1 (one) fully paid
up equity share of face value of Rs. 2/- each, to the shareholders of PIL
against every 1 (one) equity share of face value of Rs. 2/- each held by
shareholders of PIL on 9th March 2012, being the record date decided
for this purpose.
UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS
During the Financial Year 2008-09 the Company had raised an aggregate
amount of Rs. 329.82 Crores by way of Preferential Issue of Shares and
allotment of convertible warrants. Upto 31st March 2012, the Company
has utilized Rs. 311.77 Crores towards investment in its subsidiaries,
towards other objects and general corporate purposes. Pending
utilization of the balance funds as at 31st March 2012 of Rs. 18.05
Crores has been invested in Mutual Funds, Bonds, other Loans and in
fixed deposits/current account with Banks.
The Directors are pleased to recommend a dividend on total paid up
capital, subject to the approval of the members, at the rate of Rs.
0.10/- (10%) per fully paid-up Equity Shares of Re. 1/- each of the
Company for the financial year ended 31st March, 2012. The proposed
dividend will absorb Rs. 1.14 Crores excluding corporate dividend tax.
The equity shares of the Company are listed on the Bombay Stock
Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India
Ltd. (NSE) and the listing fee for the year 2012-13 has been paid.
Post Scheme, the new share capital of the Company constituting
11,43,57,095 equity share of Re. 1/- each has been listed with Stock
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Associates issued by ICAI, the Audited Consolidated
Financial Statements are provided in the Annual Report.
Pursuant to the aforesaid Scheme, the Prozone Enterprises Private
Limited (PEPL) (erstwhile Subsidiary of the Company) got merged into
PCSCL and ceased to be subsidiary of the Company with effect from 27th
February 2012, being the effective date of the Scheme. The scheme
became operational from 1st April 2011, being the appointed date as per
the approved scheme. Accordingly, in consolidation of accounts of the
Company for the year ended 31st March 2012, the financials of PEPL and
its subsidiaries have not been taken into account.
The Company has 15 subsidiary companies as on 31st March 2012. The
names of subsidiary companies are as follows:
i) Faridabad Festival City Pvt. Ltd
ii) Sporting and Outdoor Ad-Agency Pvt. Ltd.
iii) Acme Advertisements Pvt. Ltd.
iv) Elite Team (H K) Ltd, Hong Kong
v) Brightland Developers Pvt. Ltd.
vi) Pronet Interactive Pvt. Ltd.
vii) Flowers, Plants & Fruits (India) Pvt. Ltd.
viii) Profab Fashions (India) Ltd.
ix) Oasis Fashion Ltd.
x) Millennium Accessories Ltd.
xi) Provogue Holding Ltd, Singapore
xii) Provogue Infrastructure Pvt. Ltd.
xiii) Classique Creators Limited
xiv) Prozone Infrastructure Limited
xv) Standard Mall Private Limited (Step Down Subsidiary)
In view of circular no. 2/2011 dated 21st February 2011 issued by the
Ministry of Corporate Affairs, New Delhi, the Board of Directors of the
Company have decided to present the audited consolidated statement of
accounts of the company and its subsidiaries in the annual report for
the year under review. Your Company believes that the consolidated
accounts present a true and fair view of the state of affairs of the
Company and its subsidiaries. Accordingly the annual report of your
company does not contain the financial statement of its subsidiaries,
but contains the audited consolidated financial statements of the
company and its subsidiaries.
The annual accounts of the subsidiary companies along with the related
detailed information, are available for inspection by the shareholders
of the Company and its subsidiary companies during business hours at
the respective registered offices of Company and subsidiary companies.
Copies of the audited accounts of the company''s subsidiaries can be
sought by any member by making a written request addressed to the
Company Secretary of the company at the registered office of the
Pursuant to the provisions of section 255 and 256 of the Companies Act,
1956, the office of Mr. Amitabh Taneja, and Mr. Punit Goenka are liable
to retire by rotation at the ensuing Annual General Meeting, and being
eligible, they have offered themselves for re-appointment. The Board
recommends their re-appointment.
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''.
The Auditors M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai
hold the office till the conclusion of the ensuing Annual General
Meeting. The Company has received a certificate from them to the effect
that their appointment, if made, would be within the prescribed limits
under section 224 (1-B) of the Companies Act, 1956. The Board
recommends their reappointment. They have also confirmed their
compliance pursuant to clause 41(1)(h) of the Listing Agreement in
respect of Peer Review Certificate issued by the Peer Review
Board of the ICAI.
The Company has neither accepted nor renewed any deposits, within the
meaning of Section 58-A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975 made there under.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors'' Report.
However, having regard to the provisions of Section 219(1)(b)(iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors'' confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year as on March 31, 2012
and of the profit of the Company for that year.
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
iv. The Directors have prepared the annual accounts on a going concern
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
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance''
introduced by the Ministry of Corporate Affairs vide its circular no.
17/2011 dated 21.04.2011, all members who have not so far registered
their e-mail IDs with the Company or its ''Registrar and Share
Transfer Agent'' (RTA),, are requested to register their e-mail IDs with
the Company or RTA, so as to enable the company to send all
notices/reports/documents/intimations and other correspondences etc.
through e-mails, in the electronic mode instead of receiving physical
copies of the same. A specimen of request form for registering e-mail
IDs to be filled and submitted by the members to the RTA or the Company
is attached below the notice of this Annual General Meeting.
In accordance with Clause 49 of the Listing Agreement read with section
292A of the Companies Act, 1956, Company has constituted an Audit
Committee, which consists of two Independent non-executive directors
namely; Mr. Amitabh Taneja, Chairman, Mr. Punit Goenka and one
executive director i.e. Mr. Akhil Chaturvedi. The Audit Committee
functions in terms of the role and powers delegated by the Board of
Directors keeping in view the provisions of Clause 49 of the Listing
Agreement and Section 292A of the Companies Act, 1956.
The Company is periodically uploading Annual Reports, Financial
Results, Shareholding Pattern, Corporate Governance Reports etc. on its
website viz. www.provogue.com within the prescribed time limit.
CLAUSE 5A OF THE LISTING AGREEMENT
In view of newly inserted clause 5A to the Listing Agreement vide
circular no. CIR/CFD/DIL/10/2010 dated 16th December 2010 issued by the
Securities and Exchange Board of India (SEBI) introducing uniform
procedure for dealing with the unclaimed shares, there are no shares
certificates in physical mode lying undelivered/unclaimed with the
Company as on 31st March 2012, hence Company was not required to
transfer any shares or other benefits arising thereon to Unclaimed
The Board of Directors wish to express their gratitude and record
sincere appreciation for the dedicated efforts of all the employees of
the Company. Directors are thankful to the esteemed share holders for
their continued support and confidence reposed in the Company. The
Board takes this opportunity to express its gratitude for the valuable
assistance and co-operation extended by Government Authorities,
Financial Institutions and Banks, Vendors, Customers, Advisors and
other business partners.
For and on behalf of Board of Director
Date: 29th May 2012 Nikhil Chaturvedi Deep Gupta
Place: Mumbai Managing Director Whole time Director