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.
 
 FINANCIAL RESULTS
 
 The financial performance of the Company for the year ended 31st March
 2012 is summarized below:
 
                                                      (Rs. In Crores)
 
 Particulars                                Current      Previous
                                            Year         Year
 
 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
 Dividend tax
 
 Less: Transfer to General Reserve               -          2.00
 
 Balance transferred to                     142.14        118.44
 Balance Sheet
 
 PERFORMANCE REVIEW
 
 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
 COMPANY
 
 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.
 
 DIVIDEND:
 
 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.
 
 LISTING
 
 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
 Exchanges.
 
 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.
 
 SUBSIDIARY COMPANIES
 
 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
 Company.
 
 DIRECTORS
 
 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.
 
 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 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.
 
 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:
 
 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
 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
 
 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 the notice of this Annual General Meeting.
 
 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. 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.
 
 ELECTRONIC FILING
 
 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
 Suspense Account.
 
 ACKNOWLEDGEMENT
 
 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