fueled by passion annual report 2011corporate.provogue.com/media/provogue/pdf/annual...4 5 annual...

A N N U A L R E P O R T 2 0 1 1

F U E L E D B Y P A S S I O N

If you can dream it, you can do it.

1 Annual Report 2011

2 3 Annual Report 2011

Contents

Fueled by Passion

Letters to Shareholders

Board of Directors

Corporate Information

Our Vision

Our Philosophy

Our DNA

Our Business Units

Our Business Model

Provogue

Prozone

Joint Venture Partner

Financial Highlights

CSR Programme

Financial Section

Notice

Director’s Report

Managament Discussion & Analysis

Corporate Governance Report

Auditor’s Report

Financial Statements

Consolidated Financial Statements

04

06

10

12

13

15

15

16

17

18

22

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Provogue is an integrated retail business driven by a passion to excel beyond the norm, beyond the expected. We believe in our dreams and our ability to turn them into realities. At the heart of the business is a vision for the future. We create brands to meet the needs of today and tomorrow.

Fueled by Passion


Sincerely,

Nikhil ChaturvediManaging Director

in a dynamic market environment, companies must prepare for change and evolve new strategies driven by experience and fueled by passion

Financial Performance

We closed FY11 with total revenue of INR 583 crores, 12% up on the previous year and PAT of INR 33 crores up 18% over the previous fiscal. Overall, I am satisfied with the performance, against the backdrop of increased spending on retail fit-outs and negotiation of new rental agreements, which form the backbone for future growth.

In Appreciation

Just as we recognize that people are our core assets, we also know that fortune does not come to everyone. We continue to support causes for Special Children in India through our corporate social responsibility program and have extended our reach to other causes committed to the less fortunate in our society, particularly focused on children and the elderly.

And finally, my sincere thanks as always to our employees, our shareholders, business partners, and vendors and, of course, our customers for your unwavering support. I look ahead to the future with the same fervor and energy we had when we started the Company. Now seasoned with the experience and learnings of the past, we have an ever-unfolding range of opportunities ahead of us. This is the environment in which we thrive. Driven to Succeed; Fueled by Passion.

Letter to Shareholders

Dear Fellow Shareholders

It is my pleasure to address you again. This was a landmark year for Provogue in which we launched the first Prozone Mall at Aurangabad, revamped our Provogue retail network and geared up for an exhilarating future in India’s booming retail environment.

India is rated as one of the most attractive investment destinations across the globe. Total retail sales are expected to double from approximately US$ 400 billion to US$ 800 billion by 2015. These underlying trends, powered by population expansion and increasing personal wealth are the key drivers.

India has 17% of the world’s population on only 3% of the world’s land mass and we’re witnessing the fastest urbanization in history. Because land mass is finite, this is creating a huge opportunity in housing and retail space is becoming more expensive.

India is home to 25% of people under the age of 25. At present 67 million of our population are online, and this number is expected to climb to 240 million within 3 years. In an environment like this, a brick-and-mortar platform should be complimented with a strong ecommerce strategy, supporting each other.

Provogue

The economic downturn in 2008-09 meant a large number of corrections were needed. As economic conditions improved a host of new international fashion brands entered India, increasing competition for the consumer wallet. The urban youth segment in particular has increasing spending power and more options. We are addressing these challenges methodically.

We’ve launched a new brand identity; re-signed our leases for a further period of 9 years; reassessed all our stores, opened new ones and closed those in outdated locations. We’ve upgraded our in-store experience and are undergoing a massive refit program across the country. We’ve focused hard on product design, quality and the supply chain to ensure we meet international standards of excellence. Provogue

is now available in 145 own stores and 140 shop-in-shops in 74 markets pan India and we will open over 30 stores in 2011-12.

The new LIVE MAD campaign built a bridge between where we were and where we’re going. It’s about having a dream and the courage to make it reality, designed to appeal to the passionate, ambitious youth of new India. I’m delighted by the successful response we’ve received and we’ll continue to build upon this positioning going forward.

Prozone

I am happy to announce that in an environment that was reasonably tough, we opened the Aurangabad Mall as per the revised schedule. The beginning months of any mall are the most testing and answer your fears about whether you’ve been ahead, with or behind the market. We are pleased to report that from a slow start of opening with just 14 stores the centre is now trading with over 100 stores. We are encouraged by the performance of the centre and overall the product has received resounding acclaim in terms of its design and finishing quality.

The important thing is to make sure that our retailers are successful. This is our mantra and our driving force at Prozone. With an experienced mall management team in place, supported by 30 years of knowledge and experience from Capital Shopping Centres Group plc, UK, our focus now is on driving footfalls and ensuring an enriching, valued and safe environment for our shoppers.

In our mixed-use model we have announced the launch of our premier commercial office project for Aurangabad, to be constructed above the mall spanning two towers with first class amenities. The initial response has been overwhelming.

Seeing the surge in demand for housing in Tier II cities across the country, the company has decided to accelerate the residential developments in Coimbatore, Nagpur and Indore. Indore will lead the way with the vision to create a township with all modern amenities on the lines of successful international residential developments, consistent with the image of the Prozone Capital Shopping Centres brand.


Sincerely,

Salil ChaturvediDeputy Managing Director

rates, increasing inflation and low liquidity impacting both our business verticals. We’ve had to dig deep to reposition the Provogue upgraded store fit-outs. In addition we were hit by higher input costs, mainly due to record high cotton prices. Fortunately, however, all these influences are cyclical and have been shown to correct themselves in the past.

The domestic environment remains conducive for growth with consumption projected to grow by 7.5 per cent and GDP above 8 per cent in 2011-12. India is said to be the second most attractive location for FDI, attracting equity inflows of circa US$ 200 billion last fiscal. With the Government considering FDI reforms for multi brand retail, the retail industry would likely see a fillip on its already healthy growth numbers going forward.

It was an eventful year, flush with challenges and achievements in both the businesses and one that we will remember as an inflexion point to higher growth. In a sense we’ve only just begun, and we’re passionately committed to an improved performance going forward.

My sincere thanks to all our stakeholders - our internal teams, our business partners and each one of our shareholders for their unfailing support. I am looking forward to us being together to reap the benefits of faith in our shared vision for an exhilarating future.

an eventful year; with challenges and achievements in both the businesses – a year representing an inflexion point to higher growth

Letter to Shareholders

Dear Fellow Shareholders

This year witnessed new realities emerging in both the retail and retail infrastructure sectors in which we operate. Fashion retailing in India has matured as international brands enter the country enriching the customer offer and forcing many local brands to evolve their traditional strategies. In the shopping centre space, the shakeout of developers has left only a few specialist players with proven concepts to set the stage for the future

The Prozone Aurangabad Mall opened in October 2010. We faced initial challenges common to the start-up phase of such large scale developments, but the mall’s trading performance continues to improve with an average of about 50,000 visitors every weekend. We’ve also re-launched the identity of the Provogue Brand in an increasingly competitive fashion market.

A single year doesn’t define a Company. 2010-11 has been a tough ride; we are determined to do better and I believe that we are well poised for the future. Fundamentally, we remain focused on two critical areas; growing businesses that are both scaleable and sustainable, and optimizing value to all our stakeholders.

Where We Are

At Provogue, we’re delighted that Sonakshi Sinha is our new brand ambassador who, along with superstar Hrithik Roshan, has helped us in cementing strong connections to our target youth consumers. The launch of this year’s LIVE MAD campaign has received resounding acclaim.

In recognition of new India’s belief in their dreams, with the courage and passion to make them a reality, we developed the new Provogue positioning to align us with this underlying thought. Transcending beyond fashion to a deeper emotional connect, our copy “ Not why, why not ?” typifies the ethos.

To support the campaign, we’ve evolved the in-store experience at new locations and are upgrading all our stores with new fit-outs. We’ve launched a premium watch collection and, whilst just a small beginning, we see great potential. With a pan-India platform of new locations and a strong team in place, we look forward to a continued roll-out into new territory.

In Prozone, the Aurangabad Mall has been acclaimed as ahead of its time in terms of design and overall customer experience and has been warmly embraced by the local community. Now that we’re operational, we’ve been able to restructure our construction loans, migrating these to Lease Rent Discounting at lower rates of interest. Having established our credentials with the proof of concept in shopping centres, we’ve launched our first commercial offices with the Prozone Trade Centre in Aurangabad that has also met with a great response.

All our land banks are fully equity funded and with permissions in final stages at our other locations, we can forecast the beginning of monetization of these assets in the year ahead. With high demand for middle-income housing, especially in Tier II cities, we intend to launch high-spec lifestyle communities, starting with Indore, creating premium residential addresses, designed inward-out, at each of our locations.

We have assembled an excellent team for these alternative asset classes distinct from our existing Shopping Centre specialists. Expertise in design, architecture and sales & marketing are in place for the launch into residential, commercial and hospitality segments as part of our retail-centric, mixed-use model. Our JV with Capital Shopping Centres Group plc, continues to provide us with invaluable experience as we develop these initiatives.

Where We’re Headed

In 2010-11 India experienced high interest


Board of Directors

1

2

3

4

5

6

DIRECTORS

NIKHIL CHATURVEDI

Founder and Managing Director, Nikhil is a vi-

sionary and hands-on leader, who inspires the

organisation with a passion for excellence and

single-mindedness to build shareholder value

which is his driving force

SALIL CHATURVEDI

Co-Founder, and Deputy Managing Director,

Salil is known for his entrepreneurial drive, he

has been at the forefront of Provogue brand

creation, leads the mixed used real estate de-

velopments in Prozone and investor relations

for the Company

DEEP GUPTA

Co-Founder, Deep leads finance, treasury, ad-

ministration and legal teams for the company,

involving the development of systems, pro-

cesses, human resources, information technol-

ogy and investment policies

AKHIL CHATURVEDI

Akhil leads the retail activities of the Provogue

Brand, driving future expansion plans, sales

and operating strategies and other retail busi-

ness development initiatives

RAKESH RAWAT

Rakesh heads the international trade division

leading design, sourcing, marketing and pro-

ject management aspects of the business.

NIGAM PATEL (Non-Executive Director)

Nigam leads Prozone location sourcing, asset

management and customer relationship teams,

involving land Joint Ventures, tenant mix strat-

egy, leasing policy and new revenue creation

INDEPENDENT DIRECTORS

MR. ARUN BHARGAVAMr Bhargava is retired from the Indian Civil Ser-vices and holds a bachelors degree in science and law. He held various positions in the Gov-ernment sector over a career spanning 38 years including membership of the Central Board of Direct Taxes (CBDT). Subsequently, he became a Member of the Securities Appellate Tribunal (SAT). The Company benefits significantly from his advice and experience

MR. SURENDRA HIRANANDANI Mr. Hiranandani is the Managing Director and Founder of the Hiranandani Group of Compa-nies, a leader in Indian quality real estate devel-opment. He has been honoured by the Ameri-can Concrete Institute for his excellence and contribution to the real estate industry, particu-larly for adopting the best in foreign technology with the skills of India’s engineering and labour artisans

MR. AMITABH TANEJA Mr. Taneja is Managing Director and Founder of New Delhi based Images Multimedia Pvt. Ltd., which publishes the country’s leading trade journals on fashion and retail. He is also Chair-man of Images Fashion Forum and India Re-tail Forum, which hosts India’s leading indus-try conferences in these fields. As a pioneer of organised retail in India the Company benefits significantly from his insights

MR. PUNIT GOENKAMr. Goenka, Director of Essel Group, is the CEO of Zee Entertainment Limited and man-ages one of India’s most successful TV and Media businesses. He has an extensive and diversified background in the areas of media, entertainment, and telecommunications across global markets. He brings a fresh and valuable contribution to the Board.


Provogue (India) Limited will evolve into a retail-centric

group of branded businesses focused on customer needs.

Our Vision

Corporate Information

Board of Directors

Mr Arun Bhargava Independent Director & ChairmanMr Nikhil Chaturvedi Managing DirectorMr Salil Chaturvedi Deputy Managing DirectorMr Deep Gupta Whole Time DirectorMr Akhil Chaturvedi Whole Time DirectorMr Rakesh Rawat Whole Time DirectorMr Nigam Patel Non Executive DirectorMr Surendra Hiranandani Independent DirectorMr Amitabh Taneja Independent DirectorMr Punit Goenka Independent Director

Company Secretary

Ajayendra P Jain (wef 6th July 2011)

Statutory Auditors

Singrodia Goyal & CoChartered AccountantsA 201, Rajeshri AccordTelly Cross Lane, Off SN RoadAndheri (E), Mumbai 400 069

Bankers

Andhra BankCorporation BankHDFC Bank LimitedIndusind BankPunjab National BankAxis Bank Limited

Registered Office and Corporate Office

Provogue (India) Limited105/106, Provogue HouseOff New Link RoadAndheri (W), Mumbai 400 053Website: www.provogue.net

Registrar & Transfer Agent

Link Intime India Pvt Ltd C/13, Pannalal Silk Mills CompoundLBS Road, Bhandup (W)Mumbai 400 078

E-mail ID for Investors’ Grievance:

[email protected]


Ensure your customer is successful and your success will flourish. We have many

categories of customers to which this applies: our consumers, our suppliers, our

distributors, our business partners as well as our internal customers - our employ-

ees and shareholders. We believe that by serving the needs of all our stakeholders

our success together with multiply. This is our driving force.

Our Philosophy

Understanding the rapidly evolving needs of the Indian consumer and delivering ef-

ficient, aspirational consumer products and solutions is the essence of Provogue.

To ensure we stay ahead of the curve we mine our experience and put resources

in place to take full advantage of the business opportunities in a vibrant domestic

economy.

Our DNA

India has one of the highest growth retail sectors in the world. Powered by a robust

and booming consumption story, retail is the prime driver of the new Indian economy

and represents approximately two-thirds of overall consumption. With modern retail

still in early stage development, opportunities abound for business development at

super normal growth rates.

India’s Retail Momentum


The Provogue business model is built upon platforms, which involve a long term

ownership strategy designed around the Indian consumption story. Retail brands

build intangible assets, retail formats build a portfolio of experience and investments

in retail infrastructure today will develop high property yields in the future. This retail

centric business mix both optimises margins, smoothes earnings and leverages our

knowledge and experience of the Indian consumer market.

Our Business Model

IndianConsumption

Story

RetailPortfolio

PropertyYields

IntangibleAssets

Our Business Units

The Provogue brand is one of India’s leading fashion labels in the ‘bridge to de-

signer’ segment. We continuously introduce cutting-edge garment designs, develop

new categories, enhance the in-store consumer experience and extend our reach to

new markets in seasonal cycles.

Land banks upon which retail infrastructure is being developed present opportuni-

ties to unlock additional value through mixed use development. Prozone is enhanc-

ing its real estate portfolio with the addition of commercial and hospitality develop-

ments and with a strong emphasis on mid-market residential townships that are in

high demand in many locations across India.

Prozone’s shopping malls are large scale regional multi-dimensional centres com-

prising retail with a strong food & beverage and family oriented entertainment expe-

rience. Our first development opened in October 2010 and quickly became the retail

landmark destination for an entire region of Maharashtra. Liaison with our UK based

joint-venture partner, with more than 30 years of experience in retail infrastructure,

ensures design, quality and safety measures to the highest international standards.

Provogue Brand

Retail-Centric Mixed Use Development

Prozone Shopping Centres


This season’s collection reflects

the passion of the individual to define one’s own

path.

The Provogue Brand is primed for rapid growth

and new era of evolution. The rapid “internation-

alization” of consumer tastes and preferences

plays well with the core values of the Pro-

vogue Brand and enables us to extend

our reach to more markets. Combined

with increased consumer confidence

and higher spending patterns we are

opening more stores at an increasing

rate.

This season’s Provogue LIVE MAD

collection reflects the passion of

the individual to define one’s own

path. What may seem mad today

appears as genius later, when

dreams have become reality

through a passion to suc-

ceed. The LIVE MAD phi-

losophy that it’s only when

individuals are fearless of

traditional limits, and be-

lieve in themselves, that

they can break through

boundaries and create


clothing products. We outsource the re-

maining garment manufacturing through

specialty vendors and source fabrics and

other raw materials globally through our

own sourcing office in Hong Kong.

Retail and Back Office infrastructure is

now well embedded. Our learnings over

the past few years have resulted in a

supply chain geared for the next phase

of growth. Our fully integrated SAP sys-

tem benefits decision-making, overall ef-

ficiencies and better store replenishment

timelines.

The Promart discount fashion business,

comprising two stores in Ahmedabad

and Indore, was closed down in 2010 as

it no longer fit with either of our core busi-

ness brands, Provogue and Prozone.

new benchmarks, new realities. This un-

derlying concept behind LIVE MAD is an

ideology that reflects the dreams of new

India and communicates the core es-

sence of being Provogue.

The momentum in the organized retail

sector, which is forecast to grow from

8% of total retail to over 15% within 3

years, reinforces the decision to go for

an aggressive next phase of channel ex-

pansion this year. We now operate 145

own stores across 74 markets as well

as over 140 shop-in-shops with India’s

leading National Chain Stores. This year

we plan to open over 30 more stores

across the country.

To be aligned with our new brand identity,

we have launched a completely upgraded

in-store experience with new fit-outs and

visual merchandising that reflect the as-

pirations of our rapidly emerging youthful

consumer. All the older stores are under

an intensive refurbishment programme

that will be completed during the coming

year. International store designers have

been engaged to ensure world-class

styling and interiors. Provogue has built

its reputation as a leader in Indian fash-

ion and we will maintain this position as

a destination for consumers looking for

the latest in contemporary lifestyle cloth-

ing and accessories.

Our design team liaisons with some of

India’s leading fashion designers and in-

ternational consultants has streamlined

speed to market for our collections to

keep up to date with global trends. In ad-

dition we also visit key international fash-

ion markets each season. Brand new

collections and accessories for men and

women are launched twice a year and

in-between we have introduced spotlight

mini-collections to keep the stores fresh

throughout the year. We remain focused

on building our unisex denim collections

for the youthful and fashion conscious

consumer. To extend our range, we intro-

duced the Provogue Watch line in 2010.

Strong early response has encouraged

us to expand our watch and accessories

collections further in the coming sea-

sons.

Our two manufacturing assets in Daman

and Himachel Pradesh have achieved

a total manufacturing capacity of over

1 million pieces per annum. This cap-

tive manufacturing improves our time to

market and is geared to our fast-moving


The Prozone Aurangabad mall was suc-cessfully launched in October 2010. The centre has already established itself as the shopping and leisure destination for Marathwada. We are encouraged by the performance of the centre and overall the product has received resounding ac-claim in terms of its design and finishing quality.

We have over 100 stores open and our focus now is to build footfalls to make sure that our retailers are successful, which is our mantra at Prozone. With an experienced mall management team in place, supported by the knowledge and experience of our joint venture partner, Capital Shopping Centres Group plc, from the UK, we are ensuring an enrich-ing, valued and safe environment for our shoppers.

The food court and family entertainment zone has become extremely popular with the local population and is often seen crowded with families, youngsters and

visitors from wide parts of the region. Adding fuel to the attraction of the mall, Prozone Aurangabad has also become popular for its frequent special events, which have caught the imagination and have become a part the local recreation calendar.

Prozone Enterprises Pvt Limited is a joint venture between Provogue (India) Limited and Capital Shopping Centres Group Plc of the UK (Formerly Liberty In-ternational Plc). Liberty International Plc was renamed Capital Shopping Centres (CSC) Group Plc upon the demerger of its central London business into a separate listed company, Capital & Counties. CSC is one of the UK’s largest listed property companies, a real estate investment trust (REIT) and a constituent of the FTSE-100 Index of the UK’s leading listed compa-nies. CSC has over 30 years of experi-ence in developing retail infrastructure assets and own and operate 10 of the UK’s top 25 shopping centres.


With our partners, CSC, we have put

major emphasis on getting our first

shopping centre right the first time, with

inbuilt ability to serve a wide catchment

long into the future. We are also work-

ing closely with the local authorities to

optimise value to local communities and

to make it a true destination for tourists

and residents from all age groups with a

focus on families shopping together. We

believe that specialist developers with a

single minded focus on the quality and

details will deliver the best shopping

centres providing optimal long term re-

wards in value.

Prozone’ s long term strategy is to build

a portfolio of retail-centric property as-

sets in prime urban locations pan India

to create a leading position as an owner,

manager and developer of prime Indian

regional shopping centres through a mix

of retail, catering and leisure facilities.

Learnings from Aurangabad will lead to

improved development efficiencies go-

ing into the next projects. Two further

Shopping Centre developments in Nag-

pur and Coimbatore are well advanced in

terms of design and architecture.

In addition to its portfolio of Shopping

Centres, Prozone is launching related

mixed-use development of Office Blocks,

Hotels and Residential Communities on

land adjacent to the retail infrastructure,

which will optimise value from the origi-

nal investments in strategic land parcels.

Regional Shopping Centres


To capitalize on our investments in retail

infrastructure, we have acquired suffi-

cient land around the Shopping Centre

plots to enable mixed-use asset devel-

opments that will add further value to the

business as a whole.

Experience from other global markets,

has proven the concept that people

desire to live nearby to major retail and

entertainment destinations. Companies

too, are keen to have their Offices within

these environments and Hotels serving

both business and leisure travelers wish

to be located in the vicinity.

Options to either lease Offices and Ho-

tels to operators, enter into joint venture

developments or to sell finished assets

for immediate revenues are under con-

sideration. These decisions will be made

in the best interests of the Company on

a case-by-case basis.

Residential Townships

Due to the high demand for housing, es-

pecially in Tier II cities we have an oppor-

tunity to develop and sell residential as-

sets to provide sufficient income to retire

the Shopping Centre construction loans

and leave a debt free retail infrastructure

asset.

Omni Infrastructure Private Limited, an

SPV of Prozone is in process of setting

up a residential township in Indore. The

vision is to create a township with all

modern amenities on the lines of suc-

cessful international residential develop-

ments consistent with the image of Pro-

vogue and the Capital Shopping Centres

brand.

In Phase One, around 11 buildings of

Ground + Stilt + 15 stories, each having

660 apartments with all modern features

and amenities, will be built on approxi-

mately 11 acres, with total saleable area

of around 1 million square feet. Master

planning by renowned Architect Hafeez

Contractor from Mumbai and Interiors by

Susanne Roshan will establish a name of

quality and reliability. Prozone Capital

Shopping Centres Townships will rede-

fine luxury living at competitive pricing.

In addition to the homes, an exclusive

resident’s club of around 10,000 square

feet, comprising features such as ban-

queting, swimming pool, jacuzzi, spa/

sauna, outdoor games such as lawn ten-

nis, cricket practice nets and basketball

and indoor games such as squash and

badminton will enhance the develop-

ment as an ideal family-centric commu-

nity.

We can now look forward to realizing sig-

nificant added value to the Company as

these plans materialize over the next few

years.

Retail-Centric Mixed Use Development


Capital Shopping Centres Group PLC (CSC) is the leading specialist developer, owner and manager of pre-eminent UK regional shopping centres. At 31 Decem-ber 2010 CSC owned 13 regional shop-ping centres amounting to 14.1 million sq. ft. of retail space and valued at £5.1 billion.

On 28 January 2011, CSC acquired The Trafford Centre, Manchester, increasing its portfolio to 14 centres, including 10 of the top 25 UK centres, representing 16.0 million sq. ft. of retail space with a valuation of £6.7 billion. CSC’s assets now comprise five major out-of-town centres including four of the UK’s top six – The Trafford Centre, Manchester; Lake-side, Thurrock; Metrocentre, Gateshead; Braehead, Glasgow and The Mall at

Cribbs Causeway, Bristol – and nine in-town centres including centres in prime destinations such as Cardiff, Manches-ter, Newcastle, Norwich and Nottingham.

CSC’s Strategy is to maintain a market leading position as an active owner, man-ager and developer of prime UK regional shopping centres. CSC undertakes as-set and centre management initiatives across its existing centre, combined delivering strong long – term returns for shareholders through income and capi-tal growth. CSC is committed to active tenant management and ongoing invest-ment in its shopping centres with the aim of creating, through a mix of retail, ca-tering and leisure facilities, a compelling choice for both retailers and the shop-ping public.

Joined the Liberty International Group in 1972 and was appointed an Executive Director

in 2000. He was appointed a Director of Capital Shopping Centres in 1994 and Manag-

ing Director of Capital Shopping Centres in September 2005. He has been integrally in-

volved with the group’s shopping centre activities from its very first major development,

The Victoria Centre, Nottingham, which opened in the early 1970s.

John Abel, Director, Capital Shopping Centres Group Plc

Joined the group in 1985, appointed Finance Director in 1988, Managing Director in

1992 and Chief Executive in March 2001. Throughout his career with the group, he

has been closely involved with its corporate development, including its shopping centre

business. He was appointed Non-Executive Director of Capital & Countries Properties

Plc on its demerger from the group in May 2010.

David Fischel, Chief Executive, Capital Shopping Centres Group Plc

CSC was formerly known as Liberty International PLC. Its name was changed in May 2010 upon demerger of its central London activities into a newly listed company, Capital & Counties Properties PLC. Capital Shopping Centres Group Plc have appointed two of their most senior Directors to the Board of Prozone Enterprises Pvt. Ltd., namely Mr David Fischel, Chief Executive and Mr John Abel, Director.

Capital Shopping Centres Group plc



(Rs. in Lacs)

BALANCE SHEETCONSOLIDATED STANDALONE

2008-09 2009-10 2010-11 2008-09 2009-10 2010-11

Sources of Funds

Equity share capital 2,328 2,287 2,287 2,328 2,287 2,287

Share application money 47 47 - - - -

Share Warrants 1,632 - - 1,632 - -

Reserves & Surplus 78,849 80,838 99,928 64,971 67,973 70,981

Net Worth 82,856 83,172 1,02,215 68,931 70,260 73,268

Minority Interest 23,224 21,238 28,671 - - -

Secured Loans 22,707 37,692 32,568 14,503 21,190 23,954

Unsecured Loans 2,303 1,901 5,187 863 780 974

Total Loans 25,010 39,593 37,754 15,366 21,970 24,928

Total Liabilities 1,31,090 1,44,003 1,68,640 84,297 92,230 98,196

Application of Funds

Fixed Assets - Net Block 30,067 35,091 57,018 6,238 6,900 6,605

Capital Work in Progress 22,703 29,804 9,622 1,203 45 36

Share in Joint Venture 140 140 141 - - -

Goodwill on Consolidation 5,427 8,485 11,809 - - -

Investments 19,566 11,061 16,447 34,639 28,986 29,018

Deferred Tax Assets 404 474 1,549 208 239 636

Curerent Assets

Inventories 18,958 22,469 31,893 18,939 22,036 27,188

Sundy Debtros 9,313 15,143 21,625 9,129 14,099 17,146

Cash & Bank Balances 6,352 4,143 3,449 1,318 2,984 1,994

Loans & Advances 24,640 26,585 26,687 17,917 23,513 21,934

Total Current Assets 59,263 68,340 83,653 47,303 62,632 68,262

Less : Current Liabilties 6,480 9,392 11,598 5,294 6,572 6,361

Net Current Assets 52,783 58,948 72,055 42,009 56,060 61,901

Total Assets 1,31,090 1,44,003 1,68,640 84,297 92,230 98,196

Net

Wor

th(`

in L

acs)

Deb

t E

qui

ty(r

ati

o)

45,583

82,856

83,172

1,02

,215

2007-08 2008-09 2009-10 2010-11

0.48

0.30

0.48

0.37

2007-08 2008-09 2009-10 2010-11


(Rs. in Lacs)

PROFIT AND LOSS ACCOUNTCONSOLIDATED STANDALONE

2008-09 2009-10 2010-11 2008-09 2009-10 2010-11

Operational Income 36,356 49,329 69,006 35,973 48,067 56,539

Other Income 8,283 2,621 1,906 2,626 2,074 1,722

Total Income 44,639 51,950 70,913 38,599 50,141 58,260

Cost of Materials 20,392 30,888 47,537 20,444 30,051 37,686

Personnel Expenses 1,635 1,950 2,049 1,523 1,661 1,599

Manufacrturing & Other Expenses 11,804 12,336 11,904 10,154 11,229 10,019

Interest & Financial Charges 1,511 2,002 3,664 1,497 1,995 2,604

Depreciation 1,126 1,464 2,811 951 1,228 1,193

Total Expenses 36,468 48,640 67,965 34,569 46,164 53,101

Profit Before tax and prior period adjustments 8,171 3,310 2,948 4,030 3,977 5,159

Prior period Items 2 43 (9) 4 38 (6)

Extra ordinary Items - 845 845

Profit Before Tax 8,173 3,353 2,094 4,034 4,015 4,308

Tax provisions 1,077 1,222 315 1,088 1,179 967

Profit After Tax 7,096 2,131 1,779 2,946 2,836 3,341

Less : Minority Interest 1,176 32 (829) - - -

Net Profit 5,920 2,099 2,608 2,946 2,836 3,341

34,972

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HelpAge IndiaProvogue in association with the movie (Bin Bulaye Baarati) organized a special screening of the film for 300 senior citizens of HelpAge India as a tribute to Aftab’s Grandfather who passed away a day after the release of the film. Gulshan Grover, Shakti Kapoor, Rajpal Yadav and Shweta Bhardawaj were present to show their support. Aftab, who has been closely associated with HelpAge India for a decade, was supported by Provogue in this charitable event.

To help support any of these causes please find contact details on the

Corporate Social Responsibility page at www.provogue.net

Khushii Foundation,Kapil Dev Charity FundraiserProvogue presented “A Rendezvous with Elegance, Chapter 2” – A charity fundraiser by Khushii in September 2010. The NGO is headed by the legendary cricketer Kapil Dev. The event, a glittering fashion extravaganza, began with a spectacular fashion show by Provogue for which Kapil Dev walked the ramp to showcase the Provogue Autumn Winter 2010 collection. Provogue also contributed by donating 10 watches from their primary collection to be distributed to the children of the Khushii Foundation.

Shri Ravi Shankar Youth Concert Provogue supported Sri Ravi Shankar for a concert to raise funds for youth causes in September 2010. A melodious performance by Shankar Mahadevan was the highlight of the charity cause. It was a pleasure for guests to meet and greet Sri Ravi Shankar. Political heavyweights Gopinath Munde and Raj Purohit were there to lend support as well as celebrities Vivek Oberoi, Shreyas Talpade and Hema Malini.

About HelpAge India :HelpAge India is secular, not-for-profit organization. Set up in 1978, and since then have been raising resources to protect the rights of India’s elderly and provide relief to them through various interventions. HelpAge India voices the needs of India’s 90 million (current estimate) “grey” population, and directly impacts the lives of lakhs of elders through their services every year. They advocate with national & local governments to bring about policy change beneficial to the elderly, to make society aware of the concerns of the aged, to promote better understanding of ageing issues and help the elderly become aware of their own rights so that they get their rightful dues and are able to play an active role in society.

Corporate Social Responsibility

VDISMR : Special Children In IndiaThe definition of special children refers to those who show persistent slow learning of basic motor and linguistic skills, often with IQs below 80. Its causes range from heredity, brain damage, malnutrition, infection during pregnancy, excessive drug intake or RH incompatibility.

VDISMR has been working with special children since 1973. Over the years more than 8,200 students have benefited from the various services offered by the institute. VDISMR is one of the few societies in Mumbai, which covers the entire spectrum from training, and rehabilitation of special children to systematic medical research for cures to these diseases. Some of the programmes on offer are Special Education, Vocational Rehabilitation, Training and Infant Care among others.

Being Human, The Salman Khan FoundationProvogue, in association with Being Human, held a special screening for underprivileged children from South Bombay as part of an extensive outreach programme. It was an emotive afternoon to watch Salman Khan seated amongst 300 underprivileged children to watch ‘Ready’, a film produced by T-Series and Sohail Khan. The joint initiative with Provogue was undertaken with a passion to spread goodwill in the disadvantaged sections of society through preferential treatment of underprivileged children.

About Being Human:

Being Human, The Salman Khan Foundation, is a trust set up by Salman Khan for helping the cause of the underprivileged. The foundation has two focus areas - education and healthcare. In order to increase the reach and corpus of the Foundation, Salman Khan has undertaken initiatives such as Being Human Art and Being Human Merchandise.


Notice

Notice is hereby given that the 15th Annual General Meeting of the Members of Provogue (India) Limited will be held on Friday, 23rd September 2011 at 4 p.m. at the Eden Hall, The Classique Club, Behind Infinity Mall, New Link Road, Andheri (West), Mumbai - 400 053 to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2011, the Profit & Loss Account and Cash Flow Statement for the year ended on that date along with the Schedules and the Reports of the Directors and Auditors thereon.

2. To declare a dividend on Equity Shares.

3. To appoint a Director in place of Mr. Arun Bhargava, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. Deep Gupta, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint a Director in place of Mr. Surendra Hiranandani, who retires by rotation and being eligible, offers himself for re-appointment.

6. To re-appoint M/s Singrodia Goyal & Co., Chartered Accountants (Firm Regn. No. 112081W) as Statutory Auditors of the Company who shall hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

AS SPECIAL BUSINESS:

7. To consider and if thought fit, to pass, the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956, (“the Act”) including any statutory modification or re-enactment thereof, for the time being in force, and all other applicable circulars, notifications and guidelines issued by the Ministry of Corporate Affairs and any other authorities from time to time with respect to managerial remuneration or any other law and subject to such conditions as may be imposed by any authority while granting such consent(s), approval(s) and permission(s) and as are agreed to by the Board of Directors (hereinafter referred to as the Board, which term shall be deemed to include any Committee thereof and any person, authorized by the Board in this behalf), and further to the approvals of the Remuneration Committee and Board of Directors of Provogue (India)

Limited, the consent of the Members of Provogue (India) Limited be and is hereby accorded to Prozone Enterprises Private Limited (PEPL) for payment of remuneration to Mr. Nikhil Chaturvedi, Managing Director of Prozone Enterprises Private Limited (“PEPL”), subsidiary of the Company and the terms and conditions of such remuneration are set out below:

A. Salary : In the grade of Rs.8,00,000 – Rs.10,00,000 per month

B. Commission: such amount for each accounting year as may be decided by the Board subject to the overall limit(s) as stated in point No. C

C. The total remuneration including salary, allowances, perquisites and commission shall not exceed the limit(s) as specified in Schedule XIII to the Companies Act, 1956.

D. The said remuneration be paid from PEPL, however, for the purpose of Section 198 and other applicable provisions of the Companies Act, 1956, the limit of Managerial Remuneration be adjusted from the limit of Managerial Remuneration available for Provogue (India) Limited.

RESOLVED FURTHER THAT notwithstanding anything contained herein above, where, in any financial year during the currency of this appointment, the Company has no profits or its profits are inadequate the remuneration payable to the Managing Director and Executive Directors as salary, perquisites and any other allowances shall be governed by, and be subject to the ceilings provided under Schedule XIII of the Companies Act, 1956 or such other limit as may be prescribed by the Government from time to time as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

8. To consider and if thought fit, to pass, the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956, (“the Act”) including any statutory modification or re-enactment thereof, for the time being in force, and all other applicable circulars, notifications and guidelines issued by the Ministry of Corporate Affairs and any other authorities from time to time with respect to managerial remuneration or any other law and

Financial Section


subject to such conditions as may be imposed by any authority while granting such consent(s), approval(s) and permission(s) and as are agreed to by the Board of Directors (hereinafter referred to as the Board, which term shall be deemed to include any Committee thereof and any person, authorized by the Board in this behalf), and further to the approvals of the Remuneration Committee and Board of Directors of Provogue (India) Limited, the consent of the Members of Provogue (India) Limited be and is hereby accorded to Prozone Enterprises Private Limited (PEPL) for payment of remuneration to Mr. Nigam Patel, Executive Director of Prozone Enterprises Private Limited (“PEPL”), subsidiary of the Company and the terms and conditions of such remuneration are set out below:

A. Salary: In the grade of Rs.4,00,000 – Rs.6,00,000 per month.

B. Commission: such amount for each accounting year as may be decided by the Board subject to the overall limit(s) as stated in point No. C

C. The total remuneration including salary, allowances, perquisites and commission shall not exceed the limit(s) as specified in Schedule XIII to the Companies Act, 1956.

D. The said remuneration be paid from PEPL, however, for the purpose of Section 198

and other applicable provisions of the Companies Act, 1956, the limit of Managerial Remuneration be adjusted from the limit of Managerial Remuneration available for Provogue (India) Limited.

RESOLVED FURTHER THAT notwithstanding anything contained herein above, where, in any financial year during the currency of this appointment, the Company has no profits or its profits are inadequate the remuneration payable to the Managing Director and Executive Director as salary, perquisites and any other allowances shall be governed by, and be subject to the ceilings provided under Schedule XIII of the Companies Act, 1956 or such other limit as may be prescribed by the Government from time to time as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of DirectorsProvogue (India) Limited

Place: Mumbai Deep GuptaDate: 30th May, 2011 Whole time Director

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL ONLY INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. The Proxies in order to be valid must be deposited with the Company at its Registered Office not less than 48 hours before the comencement of the meeting. No photocopy/scanned copy of the completed proxy form will be accepted.

3. The Explanatory Statement, pursuant to Section 173(2) of the Companies Act, 1956, in respect of the Special Business stated above is annexed.

4. Members/ Proxies should bring the Attendance Slip duly filled in for attending the meeting along with their copy of Annual Report to the meeting.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 12th September, 2011 to Friday, 23rd September, 2011 (both days inclusive).

6. The Dividend on Equity Shares as recommended by the Board of Directors, if any, declared at the meeting, will be payable to those shareholders whose names appear in the Register of Members as on Monday, 12th September, 2011 and in respect of shares held in Electronic form the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose.

7. Shareholders seeking any information with regard to Accounts are requested to write to the Company at an early date to enable the management to keep the information ready.

8. The Equity Shares of the Company are compulsorily traded in demat form and the share holders who have not yet dematerialized their shares are requested to dematerialize their shares by opening DP Account with nearest Depository Participants at the earliest to avail the benefits of dematerialization.

9. Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, dividends which remain unclaimed in the unpaid dividend account for a period of seven years from the date of transfer of the same, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of the Companies Act, 1956.

Information in respect of such unclaimed dividend when due for transfer to the said Fund is given below:

Financial Year Ended

Date of dec-laration of Dividend

Due Date of Transfer

31.03.2006 24.08.2006 24.09.201331.03.2007 14.09.2007 15.10.201431.03.2008 15.09.2008 16.10.201531.03.2009 18.09.2009 19.10.201631.03.2010 24.09.2010 25.10.2017According to the provisions of the Act, Shareholders are requested to note that no claims shall lie against the Company or said Fund in respect of any amounts which were unclaimed and unpaid for a period of seven years from the date that they first became due for payment and no payment shall be made in respect of any such claims.

10. In order to provide protection against fraudulent encashment of the warrants, Members holding Share Certificates in physical form are requested to notify any change in their addresses or bank mandates immediately to the Company’s Registrar and Transfer Agent, Link Intime India Pvt. Ltd. C/13, Pannalal Silk Mills Compound, L.B.S. Road, Bhandup (W), Mumbai 400 078 Maharashtra State.

11. Non-Resident Shareholders are requested to inform immediately to Companies RTA i.e. Link Intime India Pvt. Ltd. C/13, Pannalal Silk Mills Compound, L.B.S. Road, Bhandup (W), Mumbai 400 078 Maharashtra State, India:

a. The change in the Residential status on return to India for permanent settlement.

b. The particulars of the Bank Account maintained in India with complete name, branch, and account type, account number and address of the Bank, if not furnished earlier.

12. Corporate Members intending to send their authorized representatives are requested to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting.

13. Members seeking any information or clarification on the Annual Report are requested to send in written queries to the Company at least one week before the meeting to enable the Company to compile the information and provide replies at the meeting

14. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours on all working days between 11.00 a.m. and 1.00 p.m. upto the date of Annual General Meeting.

15. The Annual Report of the Company circulated to


the members of the Company is also available at the Companies Website i.e. www.provogue.net.

16. In view of the ‘Green Initiative in Corporate Governance’ introduced by the Ministry of Corporate Affairs wide its Circular 17/2011 dated 21st April, 2011, all members who are holding shares of the Company in physical mode, are requested to register their email IDs, so as to enable the company to send all notices/reports/documents/intimations and other correspondences etc. through emails, in the

electronic mode instead of receiving physical copies of the same. For registering your email IDs, a form is attached within report. Members holding shares in demat mode, who have not registered their email IDs with DPs, are requested to register/update their email IDs with their DPs.

17. As required under Clause 49 of the Listing Agreement, the relevent information in respect of the Directors seeking reappointment at the Annual General Meeting is attached hereto.

DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT IN 15TH ANNUAL GENERAL MEETING(PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT)

Name of the Director Mr. Arun Bhargava Mr. Deep Gupta Mr. Surendra HiranandaniDate of Birth 16/10/1946 24/10/1968 30/12/1954Date of first appointment 28/05/2009 17/11/1997 03/07/2005Qualification B.SC./ LL.B./ I.R.S. B.E./ M.B.A. B.COM. Expertise Has held various impor-

tant positions in Govern-ment sector over a carrer spanning 38 years includ-ing membership of Central Board of Direct Taxes (CBDT) and subsequently became a member of Se-curties Appellate Tribunal (SAT)

Has an expertise in fi-nance, treasury, adminis-tration and is involved in development of systems, processes, human resources, information technology and invest-ment policy

Is a founder of Hiranandani Group of Companies and is a leader in Indian quality real estate development

Directorships held in other public Companies including private compa-nies which are subsidi-aries of public compa-nies (excluding foreign and private companies)

NIL 1. Prozone Enterprises Pvt. Ltd.

2. Empire Mall Pvt. Ltd3. Acme Advertisements

Pvt. Ltd.4. Sporting & Oudoor Ad

Agency Pvt. Ltd.

NIL

Memberships/Chairman-ships across all compa-nies

NIL 1. Prozone Enterprises Pvt. Ltd.

2. Empire Mall Pvt. Ltd

NIL

Shareholding of directors NIL 5,673,445 NILRelationship between Directors inter-se

NIL NIL NIL

THE EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item Nos. 7 & 8

The Managing Director and the Executive Director of Prozone Enterprises Private Limited, Subsidiary Company (“PEPL”) have been re- appointed by their members at their Extra Ordinary General Meeting held on 9th March 2011 for a period of 5 years with effect from 1st April 2011. The un-paralleled contributions of the Managing Director and Executive Directors have driven PEPL to achieve new heights of growth. This has been appreciated by the Board of Directors.

The Remuneration Committee and Board of Directors of the Company, subject to your approvals, approved the remuneration of Managing Director and Executive Director of Prozone Enterprises Private Limited (PEPL) to be included in the overall limit of Managerial Remuneration of your Company. Further, the aforesaid inclusion of Managerial Remuneration of PEPL in the overall limit of your Company’s Remuneration Limit will not affect the remuneration paid to your Company’s Managerial Personnel.

The resolutions containing the details of Managerial Remuneration of PEPL and seeking the approval of Members under the Companies Act, 1956 by way of Special Resolutions are given under Item Nos. 7 and 8 of the Notice convening the Meeting.

Mr. Nikhil Chaturvedi, Mr. Salil Chaturvedi, Mr. Akhil Chaturvedi, and Mr. Nigam Patel are considered as interested in the above mentioned resolutions.

None of the other Directors of the Company is, in any way, concerned or interested in the said resolution.

The terms as set out in the resolution and explanatory statement may be treated as an abstract of the terms of appointment pursuant to Section 302 of the Companies Act, 1956.

In the beneficial interest of the Company, your Directors recommend the resolutions for your approval.

By Order of the Board of DirectorsProvogue (India) Limited

Place: Mumbai Deep GuptaDate: 30th May, 2011 Whole time Director


Directors’ Report

To,

The Members of Provogue (India) Ltd.

Your Directors take pleasure in presenting their 15th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2011.

Financial Results

The financial performance of the Company for the year ended 31st March 2011 is summarized below:

(Rs. In Crore)

ParticularsCurrent

YearPrevious

YearIncome from Operations 565.38 480.67Other Income 17.22 20.74Total Income 582.60 501.41Total Expenditure 539.53 461.27Profit before Taxation 43.07 40.14Less: Provision for taxation 9.67 11.79Profit after Taxation 33.40 28.35Balance brought forward 90.36 73.76Less: Amount utilized for share buy back

- 7.09

Less: Provision For Dividend 2.86 2.29Less: Provision For Corpo-rate Dividend tax

0.46 0.38

Less: Transfer to General Reserve

2.00 2.00

Balance transferred to Balance Sheet

118.44 90.35

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. 565.38 Crore for financial year 2010-11 as against Rs 480.67 Crore in the financial year 2009-10,Profit after tax for 2010-11 stood at Rs. 33.40 Crore as against Rs. 28.35 Crore in 2009-10.

During the year the Company opened its first mall in Aurangabad and generated total revenue of INR 10.72 crores. The mall was operational for a period of just under six months.

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.

utilization oF PReFeRential issue PRoceeds

Funds amounting to Rs.192.62 Crore raised by way of Preferential Issue of Shares to the Promoters in the Financial Year 2006-07 have been utilized in accordance with the object stated in the explanatory statement to the notice of the aforesaid preferential issue.

During the Financial Year 2008-09 the Company had raised an aggregate amount of Rs.329.82 Crore by way of Preferential Issue of Shares and allotment of convertible warrants. Upto 31st March 2011, the Company has utilized Rs.198.07 Crore towards investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization of the balance funds as at 31st March 2011 of Rs.131.75 Crore 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.0.25 (Twenty Five Paise) per fully paid-up Equity Shares of Rs.2/- each for the financial year ended 31st March, 2011. The proposed dividend will absorb Rs.2.86 crore 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 2011-12 has been paid.

subsidiaRy comPanies

The Company has 27 subsidiary companies as on 31st March 2011 including downstream subsidiaries.The names of direct 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 Trading Ltd. v) Prozone Enterprise Pvt. Ltd. vi) Brightland Developers Pvt. Ltd. vii) Pronet Interactive Pvt. Ltd. viii) Flowers, Plants & Fruits (India) Pvt. Ltd. ix) Probrand Enterprises Ltd. x) Profab Fashions (India) Ltd. xi) Oasis Fashion Ltd. xii) Millennium Accessories Ltd. xiii) Provogue Holding Ltd. xiv) Provogue Infrastructure Pvt. Ltd. xv) Meerut Festival City Pvt. Ltd.* xvi) Castle Mall Pvt Ltd. xvii) Standard Mall Pvt. Ltd.**

The downstream subsidiary companies are as follows:

xviii) Alliance Mall Developers Co. Pvt. Ltd. xix) Prozone Liberty International Ltd. xx) Prozone International Ltd. xxi) Empire Mall Pvt. Ltd. xxii) Omni Infrastructure Pvt. Ltd. xxiii) Hagwood Commercial Developers Pvt. Ltd. xxiv) Royal Mall Pvt. Ltd. xxv) Jaipur Festival City Pvt. Ltd. xxvi) Prozone Overseas Pte. Ltd. xxvii) Prozone International Coimbatore Ltd.

* This Company ceased to be subsidiary of Provogue (India) Ltd. w.e.f. 20th May, 2011.

** Became direct subsidiary w.e.f. 28th May, 2011.

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

In accordance with the provisions of the Companies Act, 1956, Mr. Arun Bhargava, Mr. Deep Gupta and Mr. Surendra Hiranandani are liable to retire by rotation at the forthcoming Annual General Meeting, and being eligible, have offered themselves for re appointment.

The Board recommends their re-appointment.

coRPoRate goveRnance

Report on Corporate Governance of the Company and Management Discussion and Analysis Report 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.

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 not accepted 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, 2011 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 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, 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 Registrar & Transfer Agent or the Company is attached with this Annual Report.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are requested to register/ update their e-mail Ids with their DPs.

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’.

AUDIT COMMITTEE

In accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956, the 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 also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.provogue.net 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, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode [other than demat mode] are requested to claim their share certificates from the R&T Agent of the company viz. Link Intime India Pvt. Ltd.

We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ unexchanged shall be transferred to “Unclaimed Suspense Account” and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI.

acknowledgement

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 stake 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

Place: Mumbai salil chaturvedi deep guptaDate: 30th May, 2011 Dy. Managing Whole Time Director Director

Annexure To The Directors’ Report

Particulars Required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.a. conservation of energy a. Energy Conservation Measures Taken

b. Additional investments and Proposals, if any, being implemented for reduction of consumption of energy and

c. Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.Disclosure for (a) to (c): The operations of the Company do not involve high energy consumption. However the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

d. Particulars of Energy consumption etc in respect of specified industries. The disclosure on particulars regarding consumption of energy etc are given below in the prescribed Form A.

B. technology absorptionThe particulars regarding absorption of technology is given below as per Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.Research and development (R & d):1) SpecificareasinwhichR&DiscarriedoutbytheCompany:

Manufacture of fashion garments as per international trends and standards are the areas in which general research and development work is carried out by the Company.

2) BenefitsderivedasaresultoftheaboveR&D: Product improvement

3) FuturePlanofAction:Appropriate actions are being planned.

4) ExpenditureonR&D:a) Capital }

: Included in the manufacturing cost

b) Recurring }c) Total }d) Total expenditure as

a percentage of total turnover

}

technology absorption, adaptation and innovation:1) efforts in brief, made towards technology absorption,

adaptation and innovationThe Company is monitoring the technological up-gradation taking place in other countries in the field of garment manufacturing and the same are being reviewed for implementation.

2) Benefit derived as a result of the above effortse.g. product improvement, cost reduction, product development, import substitution etc.Product improvement

3) in case of imported technology (imported during the last 5 years reckoned from the beginning of the financialyear),followinginformationmaybefurnished:a) Technology Imported }

nil

b) Year of Import }c) Has technology been fully absorbed }d) If not fully absorbed, areas where this

has not taken place, reasons therefore and future plan of action

}

c. Foreign exchange earnings and outgoTotal Foreign Exchange Earned Rs. 24,176.69 Lacs

Total Foreign Exchange Used Rs. 14,169.70 Lacs

FoRm aForm for disclosure of particulars with respect to supervision of energy

A. Power and fuel consumption Current Year Previous Year1. Electricity

(a) Purchased Units (Rs.) 349996 314620Total amount (Rs.) 1441983 1079474Rate/unit 4.12 3.43

(b) Own generation N.A N.A(i) Through diesel generator Unit - -

Unit per ltr. of diesel oilCost/unit

(ii) Through steam turbine/generator - -UnitsUnits per ltr. Of fuel oil/gasCost/units

2. Coal (specify quality and where used) N.A N.AQuantity (tonnes)Total costAverage rate

3. Furnace oil N.A N.AQuantity (k. Ltrs.)Total amountAverage rate

4. Others/internal generation (please give details N.A N.AQuantityTotal costRate/unit

Consumption of production**

Standards (if any) Current Year Previous Year1 2

Electricity N.A 0.32 0.26Furnace oil N.A Nil NilCoal (specify quality) N.A Nil NilOthers (specify)**Total no. of units consumed/No. of garments manufactured


Management Discussion and Analysis

ECONOMIC OVERVIEW

India is today rated as one of the most attractive investment destinations across the Globe. The UNCTAD World Investment Report (WIR) 2010, in its analysis of the global trends and sustained growth of Foreign Direct Investment (FDI) inflows, has reported India to be the second most attractive location for FDI for 2010-2012.

Moreover, India attracted FDI equity inflows of US$ 1,274 million in February 2011. The cumulative amount of FDI equity inflows from April 2000 to February 2011 stood at US$ 194 billion, according to the data released by the Department of Industrial Policy and Promotion (DIPP). The humungous increase in investment mirrors the foreign investors’ faith in the Indian markets.

The overall growth of Gross Domestic Product (GDP) at factor cost at constant prices, as per Advance Estimates, was 8.6 per cent in 2010-11 representing an increase from the revised growth of 8.0 per cent during 2009-10, according to the Advance Estimate (AE) of Central Statistics Office (CSO). Overall growth in the Index of Industrial Production (IIP) was 3.6 per cent during February 2011. During April-February 2010-11, IIP growth was 7.8 per cent.

The domestic environment is conducive for growth and private final consumption expenditure is projected to grow by a healthy 7.5 per cent and gross fixed capital formation by 14.6 per cent, the Centre for Monitoring Indian Economy (CMIE) said in its latest monthly review of the country’s economy. On the back of such facts, India’s GDP is projected to continue to grow at a brisk pace of 8.8 per cent in 2011-12. (DIPP)

INDUSTRY OVERVIEW

Total retail sales in India will grow from US$ 395.96 billion in 2011 to US$ 785.12 billion by 2015, according to the Business Monitor International (BMI) India Retail Report for the second-quarter of 2011. Strong underlying economic growth, population expansion, the increasing wealth of individuals and the rapid construction of organised retail infrastructure are key factors behind the forecasted growth. With the expanding middle and upper class consumer base, there will also be opportunities in India’s Tier 2 and Tier 3 cities.

China and India are predicted to account for more than 91 per cent of regional retail sales in 2011, and by 2015 their share of the regional market is expected to be at least 93 per cent. BMI forecasted growth in regional retail sales at 75.2 per cent for 2011, an annual average of 14.9 per cent.

According to the report ‘Strong and Steady 2011’ released by global consultancy and research firm PricewaterhouseCoopers (PwC), India’s retail sector, which is currently estimated at about US$ 500 billion, is expected to grow to about US$ 900 billion by 2014.

Furthermore, according to a report titled ‘India Organised Retail Market 2010’, published by Knight Frank India, during 2010-12 around 55 million square feet (sq ft) of retail space will be ready in Mumbai, National Capital Region (NCR), Bengaluru, Kolkata, Chennai, Hyderabad

and Pune. Besides, between 2010 and 2012, the organised retail real estate stock will grow from the existing 41 million sq ft to 95 million sq ft.

India has also been ranked as the third most attractive nation for retail investment among 30 emerging markets by the US-based global management consulting firm, A T Kearney in its 9th annual Global Retail Development Index (GRDI) 2010. Within Asia, India is expected to account for the third largest share at US$ 2.7 billion in 2015, according to a report released by research firm Ovum on January 12, 2011.

Policy Initiatives

100 per cent FDI is permitted under the automatic route for trading companies for cash & carry trading wholesale trading/ wholesale trading.

FDI up to 51 per cent under the Government route is allowed in retail trade of Single Brand products, according to the Consolidated FDI Policy document. Permitting FDI in multi brand retail is being contemplated by the government under Union Budget 2011-12.

Road Ahead

According to industry experts, the next phase of growth is expected to come from rural markets.

The organised modern retail segment in India will grow by over three times during the next five years (from 2010), to reach a figure of US$ 80 billion, as per consultancy firm, Technopak. Also, India’s modern consumption level will double within five years to an annual figure of US$ 1.5 trillion from the present level (taking 2010 as the reference year) of US$ 750 billion.

Further, the luxury brand market in the country is estimated to be worth about US$ 4.06 billion-US$ 4.51 billion and is expanding rapidly driven by the growing aspirations of youth and income levels in the country. Thus, major international brands are in the process of expanding their retail presence. For instance, Paul & Shark now has two stores and will have few more by next year, Zegna, another Italian brand, known for its formal wear and quality suits, is also expanding and Diesel will have seven stores in the country.

BUSINESS OVERVIEW

Business Policy

Provogue maintains generally accepted standards of corporate conduct towards its employees, consumers and society at large. We believe that the policies must balance individual interest with corporate goals and operate within the accepte d norms of propriety, equity and sense of justice. The Company believes that it is rewarding to be better managed and governed and to align and intensify its activities with the national interest. The Company makes all round efforts in its pursuit to enhance market share and enhance shareholders value in the industry.

Provogue

Provogue commenced operations as a manufacturer and retailer of apparel for men & women under the

brand Provogue. Over time, the brand has gained strong recognition and has grown to become a leading retailer of fashion apparel and accessories for men and women. Projecting itself as a customer-first company, Provogue constantly strives to provide the Indian consumer complete satisfaction when it comes to their fashion and retail needs.

Provogue retails its products through exclusive Provogue Stores and by opening Shop-in Shop outlets in National Chain Stores (NCS) and Multi Brand Outlets (MBO). As of March 2011, Provogue fashions and accessories were available across 127 Provogue Stores, and 119 Shop-in Shops.

In addition to its fashion and textile business, Provogue also has interest in retail infrastructure development of which the major activites are channeled through its subsidiary Prozone Enterprises Pvt Ltd.

Prozone

To capitalize the opportunities in the retail business, the Company through its subsidiary, Prozone Enterprises Pvt. Ltd, is in the process of developing properties for commercial purposes including development of regional shopping malls. Prozone has collaborated with UK based, Liberty Capital Shopping Centres Group Plc to develop shopping malls. Being associated with one of the leaders of retail real estate development, the Company is aiming to open international scale shopping centres across India designed and built to international standards. The first to open will be in Aurangabad housing approximately 0.8 million square feet of India’s best retailers, entertainment centers and restaurants.

Internal Control System and Adequacies

The Company has adequate internal control procedures commensurate with the size and nature of its businesses. The internal control system is supplemented by extensive internal audits, regular reviews by the management and well-documented policies and guidelines to ensure reliability of all records to prepare financial statements and other data. Moreover, the Company continuously upgrades these systems in line with the best accounting practices. The Company has independent audit systems to monitor the entire operations and the Audit Committee of the Board regularly review the findings and recommendations of internal audits.

OPPORTUNITIES AND THREATS

Opportunities

The retail sector in India is today one of the fastest growing business segments in the country, comprising 13 million outlets and employing over 18 million people. Rise in disposable income, changing lifestyles and favorable demographics are the key factors driving this growth.

With organised retail expected to grow at a steady rate of over 20% per annum, India’s new consumption story continues to provide the Company immense opportunities. Our strong brand positioning and state of the art manufacturing capabilities further help us to leverage this position.

Large investments in new retail concepts are changing the rapidly evolving organized retail landscape in India. This is not just restricted to the metros but has also spread to Tier-2 and Tier-3 cities. The business units, namely Provogue and Prozone, are expected to benefit significantly from a combination of the growth in retail and as the rise of the consuming class in Tier-2 and Tier-3 cities continues.

Threats

Apart from ever moving fashion trends and the emergence of new retail players, demand for talent in India and abroad may result in increasing attrition of employees. China may too emerge as a rival in the longer run to the Indian retail industry as it has rapidly been increasing its manufacturing base and the demand for skilled manpower outstrips the supply. The Company has adopted policies that will attract and retain the best talent and has implemented an ESOP Scheme in order to retail its high record of loyalty.

RISK MANAGEMENT

Economic Risk

A slowdown in economic growth in India could cause the business to suffer as the Company’s performance is highly dependent on the growth of the economy, which in turn leads to a rise in disposable incomes and resultant consumption.

Favourable population growth, a large pool of highly skilled workers, greater integration with the world economy and increasing domestic and foreign investment suggest that the Indian economy will continue its growth momentum for several years to come. This will also provide impetus to the retail industry, which is estimated to grow to circa $ 900 billion in 2014 from about $500 billion in 2010.

Business Risk

The Company operates in upper market lifestyle products associated with high advertisement costs and risk related to brand management. The inventory cost related to lifestyle garments is traditionally a matter of risk, however through effective inventory management the Company has reduced the risk to a minimal level.

The Company has a low debt equity ratio and is well placed to take care of its borrowings. The foreign exchange transactions of the Company are suitably covered and there are no materially significant exchange rate risks associated with international trade.

Fashion Risk

This risk would arise through the Company’s inability to set trends and understand changing fashion styles, which can lead to lower sales and profitability.

However, it is the Company’s constant endeavour to be closer to and understand the customer through its diversified retail outlets. We also have a talented design team in place that is in step with the latest national and international fashion trends and ensures that they are reflected in designs for our customers. Though the Company has its mitigation in place, fashion risk cannot be completely eliminated.


Brand Risk

Any event that tarnishes the image of the brand can lower the value of the brand and adversely affect the Company’s business.

The Company’s business model revolves around its brands and, therefore, the Company ensures that none of the characteristics and attributes of the brand are compromised within the Company’s communication to its customers. The Company also gives wide focus on customer preferences and conducts extensive in-house research to maintain top-of-the-mind recall with the customer base with respect to the brand. The Company believes that it has an appropriate mitigation plan in place to handle brand risk.

Shopping Mall Risk

Large scale retail infrastructure’s success is subject to well designed architecture and services that will meet the needs of retailers and consumers over the long term and a strong and growing catchment area that will provide an increasing supply of consumers. The company believes that in the case of Aurangabad, which is open, and in other cities which are preparing for development, both these risks have been mitigated. The population numbers in the catchment areas of each site in these Tier II cities are growing and therefore should present no major long term risk to the business. In addition the Company’s joint venture partnership with Capital Shopping Centres Group plc, who has more than 30 year’s of experience in developing large scale retail infrastructure has ensured that architecture and services have been designed with a long term perspective to meet the needs of retailers and consumers alike and therefore do not represent significant risk to the business.

HUMAN RESOURCES

The Company regards its human resources as amongst its most valuable assets and proactively reviews policies and processes by creating a work environment that encourages initiative, provides challenges and opportunities and recognizes the performance and potentials of its employees.

Focused and organized investment in training and development, continuance of productivity improvement efforts and an employee satisfaction survey are some of the highlights of our ongoing HR activities.

Industrial relations across different locations of the Company were cordial during the year. The Company continues to maintain its focus on human resources development. Total number of employees of the Company as on 31st March 2011 stood at 795.

OUTLOOK

A strong brand image, presence in retail infrastructure and diversifying into new retail formats position the

Company as an integrated player in the growing domestic consumption story. With the Indian economy on a strong foothold and the organized retail industry surging, the Company is confident that it is well placed to take advantage of the growth opportunities in the coming years.

India has 17% of the world’s population on only 3% of the world’s land mass and the country is witnessing the fastest urbanization in history. Because land mass is finite, this is creating a huge opportunity in housing and retail space is becoming more expensive. The company believes that there will be an increasing demand-supply gap for quality retail real estate in the future and that this will favor those who have invested early in good retail land bank locations and who are capable of delivering well-developed retail trading platforms to meet the growing demand from both domestic and foreign retailers.

FINANCIAL PERFORMANCE

Operational Income

The Company achieved a total operational income of Rs. 565.38 crore against last year’s operational income of Rs. 480.67 crore, which translates into a growth of about 18%. This reflects increasing consumer confidence following recovery from the economic downturn and the robust nature of the growing middle to upper consumption market segment.

EBIDTA

The Company earned an EBIDTA margin of Rs. 89.74 crore up from Rs. 71.98 crore in the previous year. The growth in EBIDTA margin of 24% is due to improvement in gross margins earned by the Company during the year.

Other Income

The Company earned Other Income of Rs. 17.22 crore as against Rs. 20.74 crore in the previous year. The idle funds were temporarily invested into liquid mutual funds and interest bearing securities and loans which has resulted in higher Other Income earnings to the Company.

Profit after Tax

The Profit after tax for the year was Rs. 33.40 crore as against Rs 28.35 crore in the previous year. This represents 5.90% and 5.89% of the operational income for the FY 2010-11 and 2009-10 respectively.

Cautionary Statement

This report contains forward-looking statements based on certain assumptions and expectations of future events. Actual performance, results or achievements may differ from those expressed or implied in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

Corporate Governance Report

i. company’s Philosophy on corporate governance

The Company’s Corporate Governance philosophy rests on the pillars of integrity, accountability, equity, transparency and environmental responsibility that confirm fully with laws, regulations and guidelines. Its philosophy on the code of Corporate Governance is:

• To ensure adequate control systems to enable the Board to efficiently conduct the business and discharge its responsibilities to stakeholders.

• To ensure that the decision making process is fair, transparent and equitable.

• To ensure fullest involvement and commitment of the management for maximization of stakeholders value.

• To imbibe the corporate values in the employees and encourage them in their conduct.

• To ensure that the Company follows the globally recognized corporate governance practices.

The Company has adopted Provogue Code of Conduct for prevention of Insider Trading (which is available on company’s website) which serves as a guide to each employee of the Company including the Executive Directors and the Managing Director, on the standards of value, ethics and business principles.

The Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.

The policies and guidelines of Corporate Governance have been implemented in all facets of its operations to build up an environment of trust and confidence amongst the stakeholders of the Company.

We believe that sound Corporate Governance is critical to enhance and retain investor trust. Accordingly, we always seek to ensure that we attain our performance with integrity and the Board exercises its fiduciary responsibilities while maximizing long corporate term values.

ii. board of directors

a. composition of the board

The Board of Directors of the Company comprises the optimum combination of executive and non-executive Directors, all of whom are leading professionals in their respective fields. The composition of Board is in total

conformity with Clause 49 of the Listing Agreement, as amended from time to time.

The Board of Directors of the Company consists of distinguished personalities with considerable professional expertise and experience in the fields of business, industry, finance, law and management.

The key decisions are taken after detailed deliberations and discussions by the Board. The Company always ensures that Board members are presented with all relevant information on vital matters affecting the working of the Company including the information as inter-alia specified under clause 49 Annexure IA of the Listing Agreement.

The strengths of the Board are 10 directors comprising of 5 Executive Directors (ED) and 5 Non-Executive Directors whose composition along with personal details are given below:Category Name of the

DirectorAge Qualification

Independent Non- Executive Chairman

Mr. Arun Bhargava 64 IRS(Rtd)

Managing Director

Mr. Nikhil Chaturvedi

42 B.Com

Dy. Managing Director

Mr. Salil Chaturvedi

40 B.Sc, BE

Whole time Directors

Mr. Deep GuptaMr. Akhil ChaturvediMr. Rakesh Rawat

4245

41

MBA B.Sc,MMS

MBANon- Executive

Mr. Nigam Patel**(w.e.f.12.01.2011)

41 B.Com

IndependentDirectors

Mr. S.L. HiranandaniMr. Shahid Balwa***Mr. Amitabh TanejaMr. Punit Goenka

56

37

4336

B.Com

B.Com

B.AB.COM. andP.G in Management

** Change in designation of Mr. Nigam Patel from Executive Director to Non-Executive Director w.e.f. 12th January, 2011.

*** Mr. Shahid Balwa vacated his office as a Director of the Company w.e.f. 30th May, 2011

• Four Board Meetings of the Company were held during the year ended 31st March, 2011 and the gap between two meetings did not exceed four months. The dates on which the Board Meetings were held are as follows:

1. 25.05.2010 2. 29.07.20103. 10.11.2010 4. 11.02.2011


The following table gives the attendance of the Directors at Board meetings of the Company and also other directorship other than the Company and Chairmanship/Membership in Board Committees of public limited companies.Name of the Director

No. of Board

Meetings attended

during the

financial year

2010-11

Attend-ance

at last AGM i.e. on 24th

Sep-tember,

2010

No. of Director-

shipin other

public limited

compa-nies 1

No. of Commit-tee posi-tion held in other limited

compa-nies 2

Mr. Arun Bhargava 2 Yes Nil NilMr. Nikhil Chaturvedi

3 Yes Nil Nil

Mr. Salil Chaturvedi

3 Yes 1 Nil

Mr. Deep Gupta 4 Yes Nil NilMr. Akhil Chaturvedi

4 Yes 4 Nil

Mr. Rakesh Rawat 3 Yes Nil NilMr. Nigam Patel 2 Yes Nil NilMr. S.L. Hiranandani

0 No 1 Nil

Mr. Shahid Balwa**

0 No 2 1

Mr. Amitabh Taneja

0 Yes 4 5

Mr. Punit Goenka 4 No 11 1

** Mr. Shahid Balwa vacated his office as a Director of the Company w.e.f. 30th May, 2011

1. Only Directorship in Public Limited Companies (listed or unlisted) have been considered.

2. None of the Directors is a member of more than 10 Board level Committees of Public Companies in which they are Directors nor is Chairman of more than 5 such Committees.

3. In accordance with Clause 49, Membership / Chairmanship includes Audit Committees and Shareholder’s / Investor’s Grievance Committees of all Public Limited Companies.

details of directors seeking appointment/reappointment at the forthcoming annual general meeting [pursuant to clause 49 (iv) (g)]

mr. arun bhargava

Mr. Arun Bhargava is retired Indian Civil Service personnel and holds Bachelors degree in Science as well in Law. He held various positions with Government of India over a period of more than 38 years. Prior to his retirement in 2006, he was a member of Central Board of Direct taxes (CBDT). Subsequently he became a Member of Securities Appellate Tribunal (SAT) and continued till October, 2008. He has immense knowledge and experience and held various senior

positions with Government of India in his career which spreads over for almost four decades. Mr. Bhargava does not hold any shares of the company.

mr. deep gupta

Mr. Deep Gupta is a B.E. and MBA. He is co-founder of the Company and leads Finance, Treasury, Administration, Secretarial and Legal teams for the group, involving the development of Systems, Process, Information Technology and Investment policy. Mr. Deep Gupta holds 5,673,445 equity share of the Company.

mr. surendra hiranandani

Mr. Surendra Hiranandani is the Managing Director and founder of the Hiranandani Group of Companies, a leader in quality constructions. Mr. Hiranandani is also involved in improving Education and is the Managing Trustee of Hiranandani Foundation, which runs two of Mumbai’s best schools at Powai and Thane. He is the President of Unaided Schools Forum. His keen interest in improving the quality of Healthcare is evidenced in that he is Managing Trustee of Dr. L.H. Hiranandani Hospital, a multi-speciality hospital at Powai, Mumbai. Mr. Surendra Hiranandani does not hold any shares of the Company.

As on 31st March, 2011, none of the Directors are disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956.

None of the Directors have material pecuniary relationship with the Company apart from those mentioned in the Annual Report.

iii. committees of the board

The Board has set up various level committees in accordance with the Listing Agreement with the Stock Exchanges to monitor the activities and to deal with the terms of reference of the respective Committees which includes:

(i) Audit Committee(ii) Share holders’/Investors’ Grievance Committee

(i) audit committee

terms of reference:

The Audit Committee at the Board level with powers and role that are in accordance with Section 292A of the Companies Act, 1956 and Clause 49 (II) (D) and (E) of the Listing Agreement. The Audit Committee of the Company supported by professional, inter-alia, provides reassurance to the Board on the effective internal control and compliance that ensures:

a. Efficiency and effectiveness of operations, both domestic and overseas;

b. Reliability of financial and management

information and adequacy of disclosures and internal control;

c. Safeguarding of assets and adequacy of provisions of all liabilities; and

d. Compliance with all relevant statutes.the role of the audit committee includes the following:a. To review quarterly, half-yearly un-audited

financial statements and yearly audited financial statements and pre-publication announcements before submission to the Board.

b. To ensure compliance of Internal Control Systems and action taken on Internal Audit reports.

c. To appraise the Board on the impact of accounting policies, auditing standards and legislation.

d. To hold periodical discussions with statutory auditors on the nature and scope of the audit.

e. To review the Company’s financial and risk management policies.

f. To approve the payment to Statutory Auditors for any other services rendered by them.

g. To recommend to the Board, the appointment, re- appointment and, if required, the replacement or removal of the Statutory Auditor and to finalize their remuneration.

h. To review Management Discussion and Analysis of financial condition and results of operations;

i. To review Statement of significant related party transactions submitted by the management.

j. To review Internal Audit reports.k. Reveiwing with the Management, the statement

of uses/applications of funds raised through an issue, the statement of funds utilised for purposes other than stated in offer document/prospectus/notice and report submitted by the monitoring agencies monitoring the utilization of the proceeds of a Public or Right issue and making appropriate recomendations to Board to take up steps in this matter.

l. Other functions as set out in Clause 49 (II) (D) of the Listing Agreement.

composition:

The members of the Committee are well versed in finance, accounts, company law and general business practices. The Independent members of the Audit Committee are paid sitting fees of Rs.5000/- for every meeting of the Committee attended by them. The Company Secretary of the Company is the Secretary of this Committee. The Committee met 4 times during the year, viz.

1. 24.05.2010 2. 29.07.20103. 10.11.2010 4. 10.02.2011

The gap between two Audit Committee meetings was not more than 4 months, in compliance with the requirements of Listing Agreement.

The Audit Committee meetings are also generally attended by the representatives of statutory auditors and the Vice President (Finance) of the Company.

The Minutes of the meeting of Audit Committee are discussed and taken note by the Board of Directors.

The Composition of the Audit Committee as on 31st March, 2011 and the attendance of the members at the Meetings held are as follows:Name of the Director

Category Status No. of Meet-

ings held

during the

Ten-ure

No. of Meet-

ings at-

tend-ed

Mr. Amitabh Taneja

Non-Execu-tive Director

Chairman 4 1

Mr. Shahid Balwa**


Member 4 3

Mr. Punit Goenka


Member 4 4

Mr. Akhil Chaturvedi

Executive Director

Member 4 4

** Mr. Shahid Balwa vacated his office as a Director and Member of the Company w.e.f. 30th May, 2011

(ii) shareholders’/investors’ grievance committee

The Shareholders’ / Investors’ Grievance Committee functions with the objective of looking into redressal of Shareholders’ and Investors’ Grievances relating to non- receipt of dividend, refund orders, shares sent for registration of transfer, Annual Report etc. Shareholders’ / Investors’ Grievance Committee met once during the year on 10th May 2010.

The Committee consists of the following Directors:Name of the Director

Category(Executive/ Non-Executive)

Status No. of Meet-

ings attended

Mr. Amitabh Taneja Non-Executive Director

Chairman 1

Mr.Akhil Chaturvedi Executive Director Member 1Mr. Deep Gupta Executive Director Member 1

The Directors are not paid any sitting fees for attending the meeting of this Committee.

Based on the report received from the Company’s Registrars and Transfer Agent, during the year ended 31st March 2011, 07 complaints were received and all the complaints were replied / resolved to the satisfaction of the shareholders. No complaints were pending as on 31st March, 2011.


(d) details of directors Remuneration Paid during the year 2010-2011.

Sr.No.

Name of the Director Salary Paid (Rs.)

Sitting Fees paid (Rs.)

1. Mr. Arun Bhargava - 40,0002. Mr. Nikhil Chaturvedi* 36,00,000 -3. Mr. Salil Chaturvedi* 60,00,000 -4. Mr. Deep Gupta 60,00,000 -5. Mr. Akhil Chaturvedi* 60,00,000 -6. Mr. Rakesh Rawat - -7. Mr. Nigam Patel - -8. Mr. S.L. Hiranandani - -9. Mr. Shahid Balwa*** - 15,00010. Mr. Amitabh Taneja - 5,00011. Mr. Punit Goenka - 1,00,000

** Directors in serial nos 2, 3 and 5 are brothers.*** Mr. Shahid Balwa vacated his office as a Director and Member of the Company w.e.f. 30th May, 2011

(e) general body meeting

Location, date and time of General Meetings held during the last 3 years

annual general meetings:Financial Year

Date Time Location No. of Special Resolu-

tions passed

2007-2008 15.09.2008 4.30 p.m. Colonial Hall, The Club, D.N. Nagar, Andheri (W), Mumbai 400 053

3

2008-2009 18.09.2009 4.00 p.m. Eden Hall, The Clas-sique Club, Behind Infinity Mall, New Link Road, Andheri (West), Mumbai – 400 053

0

2009-2010 24.09.2010 11.00 a.m. The Club, Colonial Hall, D. N. Nagar, Andheri (West), Mumbai- 400 053

2

extra ordinary general meeting

Financial Year

Date Time Location No. of Special Resolu-

tions passed

2008-2009 09.05.2008 4.30 p.m. The Club, 197, D.N. Nagar, Andheri (W), Mumbai 400 053

4

• Whether any special resolution passed last year through postal ballot – details of voting pattern

No.

(F) disclosures:

1. During the financial year 2010-11, there were no transactions of material nature with the Directors

or the management or their subsidiaries or relatives that had potential conflict with the interest of the Company. Further, details of related party disclosures are presented at Note No. 22 of Schedule 18 of the Financial Statements forming part of the Annual Report.

2. The Company has complied with the requirements of the Stock Exchanges/SEBI/and other Statutory Authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities.

3. Proceeds from IPO & Preferential Issues: The Company discloses to the Audit Committee, the uses / applications of proceeds / funds raised from initial public offer and subsequent preferential issues made by the Company in the year 2007 and 2008 as part of quarterly review of financial results.

The status of utilization of proceeds of the said issues have been disclosed in the Directors’ Report and under Note 24 of Schedule 18 of the Financial Statements Forming part of the Annual Report.

(g) means of communication:

a. Quarterly Results were published in prominent daily newspapers, viz., Business Line, Free Press Journal, Sakaal & Mumbai Lakshadweep

b. The Company has its own web site and all vital information relating to the Company and its products etc have been uploaded on the web site for the benefit of the public at large. Company’s web site address is www.provogue.net

c. Management Discussion and Analysis forms part of the Annual Report.

(H) Subsidiary Company

The Company has 27 subsidiary companies as on 31st March 2011 and Prozone Enterprises Private Limited and Hagwood Commercial Developers Private Limited are Material non listed Indian subsidiary, pursuant to the definition given under Clause 49 of the Listing Agreement.

(I) General Shareholders Information:

1. Annual General Meeting is to be held on 23rd September, 2011 at 4 pm.

2. Financial calendar (tentative):First Quarterly Results : Mid of August 2011Second Quarterly Results : Mid of November 2011Third Quarterly Results : Mid of February 2012Financial year ending : End of May 2012

3. date of book closure : 12-09-2011 to 23-09-2011

(both days inclusive for the purpose of AGM and dividend )

4. dividend Payment date : Between 29th September 2011 to 3rd October 2011

5. listing of stock : Bombay Stock exchange Exchange Ltd (BSE). National Stock Exchange of India Ltd. (NSE).

6. scrip code : Bombay Stock Exchange Ltd. (Demat segment) : 532647

National Stock Exchange of India Ltd. (Demat segment) : PROVOGUEDemat ISIN in NSDL and CDSL for Equity Shares : INE968G01025

7. Stock Market Price data for the year 2010-2011

Month

On BSE( in Rs) On NSE(in Rs)High Low High Low

Apr 2010 54.90 46.65 54.90 46.60

May 2010 50.40 41.20 50.50 41.10

Jun 2010 59.50 42.70 59.50 42.15

Jul 2010 64.25 55.00 64.20 54.95

Aug 2010 67.90 52.20 68.00 57.65

Sep 2010 68.35 60.50 68.30 60.25

Oct 2010 83.40 63.45 83.00 63.10

Nov 2010 81.60 55.00 82.00 55.00

Dec 2010 70.15 54.60 70.30 54.00

Jan 2011 65.45 44.85 66.90 44.60

Feb 2011 47.00 32.50 47.00 32.25

Mar 2011 44.80 38.20 46.80 38.15

8. Performance in comparison to broad based indices such as bse midcaP index & nse s & P cnx nifty

9. Details of unclaimed dividend:

Financial Year Ended

Date of dec-laration of Dividend

Due Date of Transfer

31.03.2006 24.08.2006 24.09.201331.03.2007 14.09.2007 15.10.201431.03.2008 15.09.2008 16.10.201531.03.2009 18.09.2009 19.10.201631.03.2010 24.09.2010 25.10.2017

10. Physical Shares are transferred at the office of M/s Link Intime India Pvt Ltd., C/13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W) Mumbai-400 078, the Registrar & Transfer Agent of the Company. Any query or complaint may be referred to the said address.

11. share transfer system: The Company’s shares are traded in Stock Exchange compulsorily in demat mode. Shares in physical mode which are lodged for transfer are processed and returned to the shareholders within 15-20 days from the date of receipt.

12. dematerialization of shares:As on 31.03.2011, 114,002,200 Equity Shares of the Company, representing 99.69% of its issued capital, were held in dematerialized form and the balance 0.31% representing 354,895 Equity Shares were held in physical form.

13. distribution of shareholding as on 31.03.2011Shareholding (No. of shares)

Shareholders Shareholding

Nos. % Shares %1 – 500 29080 86.85 4380473 3.83

501 – 1000 2382 7.12 1965886 1.72 1001 - 2000 937 2.80 1437669 1.26 2001 - 3000 339 1.01 867098 0.76 3001 - 4000 139 0.41 505613 0.44 4001 - 5000 141 0.42 678574 0.59

5001 - 10000 185 0.55 1384610 1.21 Above 10001 280 0.84 103137172 90.19

Total 33483 100.00 114357095 100.00

9,000.008,000.007,000.006,000.00

70.0060.0050.0040.00

PROVOGUE’s price comparision with MIDCAP Index of BSE

APR MAY JUN JUL AUG SEPT OCT NOV DEC JAN FEB MAR

MIDCAP Index PIL PRICE

PROVOGUE’s price comparision with S&P CNX Nifty

S&P CNX Nifty PIL PRICE

7000

5000

3000

1000

85.00

65.00

45.00

25.00APR MAY JUN JUL AUG SEPT OCT NOV DEC JAN FEB MAR


14. categories of shareholders as on 31.03.2011

Category No. of Shares

% of Sharehold-

ing

Promoters & Promoter Group

48318430 42.25

Banks & Financial Institu-tions

948816 0.83

Foreign Institutional Inves-tors

22902757 20.03

Mutual Funds 138091 0.12

Bodies Corporate 11237195 9.83

Others 30811806 26.94

Total 114357095 100.00

15. outstanding number of gdRs /adRs /warrants etc:The Company has not issued any GDRs/ADRs and No outstanding warrants are pending for subscription.

16. location of manufacturing units:• 98/8 Ground Floor Daman Industrial Estate

Kadaiya Village, Nani Daman, UT• Village Gullarwala Sai Road, Baddi 173 205

Himachal Pradesh

17. address for correspondencei. Any Query on Annual Report:

Company Secretary & Compliance OfficerProvogue House105/106 New Link RoadAndheri (W), Mumbai 400 053Phone: 022-3062 0000Fax: 022-3068 0570Email id for investor grievance:[email protected]

ii. Shareholders correspondence should be addressed to:

M/s Link Intime India Pvt. Ltd.C/13, Pannalal Silk Mills CompoundL.B.S. Marg, Bhandup (W)Mumbai-400078Phone: 022-2594 6970Fax: 022-2594 6969Email [email protected]

Shareholders holding shares in electronic mode should address their correspondence to their respective Depository Participants.

18. code of conduct:

The Board of Directors of the Company has approved and adopted a Code of Conduct for the members of the Board and senior management of the Company. The Code of Conduct is posted on the website of the Company and the members of the Board and senior management have affirmed the annual compliance of the Code.

19. insider trading

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, the Company has adopted a code of conduct for prohibition of Insider Trading. The Code is applicable to all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company.

20. compliance on clause 49 of the listing agreement

In so far as compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges for the year ended 31st March 2011, the Company has complied with the mandatory norms and disclosures that have to be made in Corporate Governance Report. The Company has adopted non- mandatory requirements in respect of Whistle Blower Policy and Remuneration Committee. The Statutory Auditors have certified that the Company has complied with conditions of Corporate Governance as stipulated in Clause 49 and the certificate is annexed to this report.

For and on behalf of Board of Directors

Place: Mumbai salil chaturvedi deep guptaDate: 30th May, 2011 Dy. Managing Whole Time Director Director

CEO/CFO Certification

We Nikhil Chaturvedi, Managing Director & CEO and Deep Gupta, Whole-time Director & CFO of Provogue (India) Limited hereby certify to the Board that:

a) We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2011 and that to the best of our knowledge and belief:

i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations;

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct;

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal control, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee that:

• There are no Significant changes in internal control over the financial reporting during the year;

• There have been no Significant changes in accounting policies during the year which are required to be disclosed in the notes to the financial statements; and

• There have been no instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over the financial reporting.

Sd/- Sd/- (NIKHIL CHATURVEDI) (DEEP GUPTA)Date: 30th May, 2011 MANAGING DIRECTOR & WHOLETIME DIRECTOR &Place: Mumbai CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

(Under Clause 49(V) of Listing Agreement)

42.250.8320.030.129.8326.94

42.25

0.83

20.030.12

9.83

26.94

SHAREHOLDING AS ON 31.03.2011

l Promoters & Promoter Group

l Bank & Financial Institutions

l Foreign Institutional Investors

l Mutual Funds

l Bodies Corporate

l Other


Auditors Certificate on compliance of Conditions of Corporate Governance under Clause 49 of the Listing Agreement

To the Members of Provogue (India) Limited,

We have examined the compliance of the conditions of Corporate Governance procedures implemented by Provogue (India) Limited, for the year ended 31st March, 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchange of India.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management, we hereby certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement during the year 2010-11.

We further state that our examination of such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Singrodia Goyal & Co. Chartered Accountants

Firm Reg. No. 112081W

Suresh MurarkaPlace : Mumbai PartnerDate : 30th May 2011 Mem.No. 44739

Auditors’ Report

To the Members of Provogue (India) Limited,

We have audited the attached Balance Sheet of Provogue (India) Limited as at 31st March 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1 We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 and amendments thereto issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow

Statement comply in all material aspects with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on 31st March, 2011 and taken on record by the Board, we report that none of the director is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956. However the Company has not received written representation from one of the director, hence we are unable to comment whether this director is disqualified or not as on 31st March, 2011 from being appointed as a director.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes appearing thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date, and

iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.





Annexure to Auditors Report

Annexure referred to in Paragraph 2 of the Auditors Report for the year ended 31st March 2011.

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets except quantitative details in respect of Furniture and Fixtures.

b) The Company has a programme for physical verification of fixed assets on a rotational basis, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. Accordingly, physical verification of the fixed assets has been carried out by management during the year and no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of its fixed assets during the year and therefore going concern status of the Company is not affected.

(ii) a) The inventories have been physically verified by the management during the year at reasonable intervals.

b) The procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of its inventories. No material discrepancies were noticed on physical verification as compared to book records.

(iii) a) The Company has granted unsecured loans to eleven subsidiary companies covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 8010.38 lacs and the year-end balance was Rs. 2253.69 lacs.

b) The said loans are interest free except in one case where interest has been charged. Other terms and conditions on which the loans have been granted are prima facie, not prejudicial to the interest of the Company;

c) In view of our comments in para (iii) (a) and (b) above, clauses 4 (iii) (c) and (d) of the said

Order are not applicable.

d) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence clauses 4 (iii) (f) and (g) of the said Order are not applicable to the Company.

(iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company

(v) a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act,1956 that needs to be entered into the register maintained under that section have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) The Company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) We have been informed that the Central Government has not prescribed for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

(ix) a) Accordingly to the records of the Company, the undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess have generally been regularly deposited with the appropriate authorities. There are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st March, 2011 for a period more than six months from the date they became payable.

b) According to the records of the Company, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute with the relevant authorities are

given below:

Name of Statute

Amount (Rs. In lacs)

Period to which amount relates

Forum where dispute is pending

Sales Tax 68.18 2004-05 to 2007-08(except 2005-06)

Deputy Com-missioner / Joint Com-missioner –Appeals

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses during the financial year and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of its dues to banks and financial institutions.

(xii) The Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. The Company has invested temporary surplus funds in shares, securities and mutual funds. Proper records have been maintained of the transactions and contracts and timely entries have been made therein. The marketable securities and mutual funds have been held by the Company, in its own name.

(xv) The Company has given guarantee on behalf of one Subsidiary Company for loans taken from banks and financial institutions.

(xvi) The Company has applied the term loans during the year for the purpose they were obtained.

(xvii)On an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investments.

(xviii)The Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under Section 301 of the Act

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised money through a public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of any material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.





Balance Sheetas at 31st March, 2011

(Rs. in Lacs)

Particulars Schedules As at

31.03.2011 As at

31.03.2010I. SOURCES OF FUNDS Share Holders Funds

Share Capital 1 2,287.14 2,287.14

Reserves & Surplus 2 70,981.25 67,972.97 73,268.39 70,260.11

Loan Funds

Secured Loans 3 23,953.88 21,190.30 Unsecured Loans 4 974.08 779.76

24,927.96 21,970.06

98,196.35 92,230.17 II. APPLICATION OF FUNDS

Fixed Assets 5 Gross Block 10,533.09 10,544.92 Less : Depreciation 3,928.14 3,644.54 Net Block 6,604.95 6,900.38

Capital Work in progress including capital advances 35.93 45.00 6,640.88 6,945.38

Investments 6 29,018.35 28,986.44

Deferred Tax Assets (Net) (Note B-19, Schedule “18”) 635.89 238.67

Current Assets, Loans & Advances

Inventories 7 27,187.66 22,035.74 Sundry Debtors 8 17,146.38 14,099.48 Cash & Bank Balances 9 1,994.12 2,984.44 Loans & Advances 10 21,933.72 23,513.36

68,261.88 62,633.02 Less : Current Liabilties & Provisions 11 6,360.65 6,573.34 Net Current Assets 61,901.23 56,059.68

98,196.35 92,230.17 Significant Accounting Policies & Notes on Accounts 18

As per our report of even date attached

for Singrodia Goyal & Co. For and on behalf of the BoardChartered Accountants

Suresh Murarka Salil Chaturvedi Deep GuptaPartner Deputy Managing Director Wole Time DirectorMem. No. 44739

Place : Mumbai Mukesh Khetan J.K.JainDate : 30th May 2011 Company Secretary Vice President Finance

Profit & Loss Account for the year ended 31st March 2011

(Rs. in Lacs)

Particulars Schedules Year ended 31.03.2011

Year ended 31.03.2010

I. INCOME

Operational Income 12 56,538.50 48,066.70

Other Income 13 1,721.78 2,074.24

58,260.28 50,140.94

II. EXPENDITURE

Cost of Materials 14 37,685.86 30,051.54

Personnel Expenses 15 1,599.45 1,660.97

Manufacturing and Other Expenses 16 10,019.17 11,229.16

Interest & Financial Charges 17 2,603.82 1,994.50

Depreciation 1,193.10 1,228.43

53,101.40 46,164.60 Profit Before Tax & Exceptional Items (Note B-5, Schedule “18”)

5,158.88 3,976.34

Loss on discard of certain assets 844.99 -

Prior Period Items 6.33 (38.18) Profit before Tax 4,307.56 4,014.52 Less/(Add) : Provision for Tax

-Current Tax 1,253.00 1,224.93

-Deferred Tax Liability/ (Assets) (397.23) (31.01)

-Tax of earlier years 111.24 (14.66) Profit After Tax 3,340.54 2,835.26 Balance brought forward 9,035.61 7,376.44

12,376.15 10,211.70 Less: Appropriations

Amount utilised for Share Buy Back - 709.39

Proposed Dividend 285.89 228.71

Dividend Distribution Tax 46.37 37.99

Transfer to General Reseve 200.00 200.00 Balance Carried to Balance Sheet 11,843.89 9,035.61 Earning Per Share of Rs. 2 each

Basic 2.92 2.45

Diluted 2.92 2.45

Significant Accounting Policies & Notes on Accounts 18






Cash Flow Statement For the year ended 31st March, 2011

(Rs. in Lacs)

Particulars Year ended

31.03.11 Year ended

31.03.10A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and exceptional items 5,158.88 3,976.34

Adjustments for :


Provision for Doubtful Debts 4.99 9.26

Financing Charges 2,603.82 1,994.50

Interest Received (1,335.52) (1,688.48)

Loss on sale/discard of fixed assets 162.26 27.45

Dividends (152.28) (153.11)

Profit on sale of investments (211.71) (200.36)

Unrealised (Gain) / Loss on Foreign Exchange Fluctuations (110.58) 51.44

Operating profit before working Capital Changes 7,312.96 5,245.47

Adjustments for :

Trade and other receivables (3,051.89) (4,979.96)

Inventories (5,151.94) (3,096.95)

Trade Payables (278.24) 1,421.77

Loans and Advances 167.22 (1,892.75) Cash (Outflow) from operations (1,001.89) (3,302.42)

Direct Tax {Net of Refunds} (1,409.55) (1,156.30) Cash (Outflow) before expectional item (2,411.44) (4,458.72) Adjustments for exceptional items (10.38) 38.18 Net Cash from operating activities (2,421.82) (4,420.54)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (2,337.02) (1,929.62)

Sale of fixed assets 476.73 10.86

Capital Work in Progress (31.50) 1,158.30

Purchase of Investments (36,979.31) (69,869.33)

Sale of investments 37,161.34 75,790.49

Investments in Subsidiaries (2.22) (68.04)

Dividends 152.28 153.11

Loan - Others (500.71) 249.41

Advances to Subsidiaries 798.43 (2,694.93)

Advance against Property 1,160.00 (1,312.50)

Interest Received 1,335.52 1,688.48 Net Cash used in Investment Activities 1,233.54 3,176.23



31.03.11 Year ended

31.03.10C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Issue of Share Capital - (1,239.39)

Proceeds from Other Borrowings 2,957.91 6,604.33

Financing Charges (2,603.82) (1,994.50)

Dividend Paid including Tax thereon (266.70) (408.57) Net Cash used from Financing Activities 87.39 2,961.87

Net (decrease) increase in Cash and Cash Equivalents (1,100.89) 1,717.56

Add / (Less):- Unrealised Foreign Exchange Fluctuations 110.58 (51.44)

Cash and Cash Equivalents (Opening) 2,984.43 1,318.32

Cash and Cash Equivalents (Closing) 1,994.12 2,984.44

Note :1 Cash and cash equivalent at the end of the year consist of cash in hand and balances with banks as follows :

(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Cash in Hand 40.76 33.76

Balances with Bank 1,953.36 2,950.68 1,994.12 2,984.44

2 Previous year’s figures have been regrouped and rearranged wherever necessary in order to confirm to current year’s figures.





(Rs. in Lacs)


Schedules to the Balance SheetAs at 31st March, 2011

(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “1” : Share Capital Authorised 165,000,000 Equity Shares of Rs. 2/- each 3,300.00 3,300.00

3,300.00 3,300.00 Issued, Subscribed & Paid up 114,357,095 Equity Shares of Rs. 2/- each fully paid up 2,287.14 2,287.14

2,287.14 2,287.14 Of the abovei) 7,057,886 Equity Shares (of Rs. 10 each fully paid) have been

issued as Bonus Shares by Capitalisation of Reserves in the financial year 2004-05

ii) 2,900,000 Equity Shares (of Rs. 10 each fully paid ) have been issued as preferential allotment at a premium of Rs. 440 per share in the financial year 2006-07

iii) 1,333,733 Equity Shares (of Rs. 10 each fully paid ) have been issued on conversion of the share warrant issued at Rs. 450 in the ratio of one share per warrant in the financial year 2007-08 and 2008-09

iv) 2,850,000 Equity Shares (of Rs. 10 each fully paid ) have been issued as Preferential allotment at a premium of Rs. 1090 per share in the financial year 2008-09

v) The Company has sub divided the equity share of Rs. 10 each (fully paid up) into 5 (five) equity shares of Rs 2 each (fully paid up) based on the approval of the share holders in the Annual General Meeting held on 15th September 2008.

vi) “2,049,610 Equity Shares of Rs 2 each have been extinguished under Buy Back Scheme in the financial year 2009-10”

Schedule “2” : Reserves & Surplus Capital Reserve Opening Balance 1,842.22 209.82 Add: On forfeiture of warrants - 1,632.40 Closing Balance 1,842.22 1,842.22 Capital Redemption Reserve 40.99 40.99 (Balance at the beginning and end of the year) Securities Premium 56,854.15 56,854.15 (Balance at the beginning and end of the year) General Reserve

Opening Balance 200.00 530.00 Add: Transfer during the year 200.00 200.00 Less: Amount transferred to Capital Redemption Reserve - 40.99 Less: Amount withdrawn for Shares Buy Back - 489.01 Closing Balance 400.00 200.00 Balance of Profit & Loss Account 11,843.89 9,035.61

70,981.25 67,972.97


(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “3” : Secured Loans (Note B-6 Schedule “18”)Term Loan From Banks 7,442.84 8,520.60 Interest Accrued & Due 80.03 48.64

7,522.87 8,569.24 Working Capital Loans From Banks 16,322.62 12,445.24 Hire Purchase Loans 108.39 175.82

23,953.88 21,190.30

Schedule “4” : Unsecured Loans Short Term Loans & Advances Intercorporate Deposits 10.00 10.00 From Banks 660.39 438.77 Other Loans & Advances Trade Deposits 303.69 330.99

974.08 779.76


As at 31st March, 2011

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(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “6” : Investments :- (A) Long Term Investments(a) Non Trade, UnquotedI) Investment in Subsidiaries (All a face value of Rs 10 each fully paid otherwise stated)(i) Prozone Enterprises Private Limited 20,511.20 20,511.20 2,73,13,260 Equity Shares (ii) Sporting & Outdoor Ad-Agency Private Limited 132.61 132.61 4,18,102 Equity Shares (iii) Pronet Interactive Private Limited 10.00 10.00 1,00,002 Equity Sharesp (iv) Millenium Acessories Limited 2.55 2.55 25,500 Equity Shares (v) Oasis Fashion Private Limited 5.00 5.00 50,000 Equity Shares(vi) Probrand Enterprises Private Limited 10.00 10.00 1,00,000 Equity Shares(vii) Profab Fashions Private Limited 5.00 5.00 50,000 Equity Shares(viii) Provogue Infrastructure Private Limited 1.00 1.00 10,000 Equity Shares(ix) Flower, Plants & Fruits (India) Private Limited. 637.57 637.57 10,000 Equity Shares(x) Provogue Holding Limited 4.44 4.44 9385 Ordinary Shares of S$ 1 fully paid up(xi) Faridabad Festival City Private Limited 1.22 1.00 10,220 (PY 10,000) Equity Shares(xii) Merrut Festival City Private Limited 1.00 1.00 10,000 Equity Shares(xiii) Acme Advertisments Private Limited 1.00 1.00 10,000 Equity Shares(xiv) Castle Mall Private Limited 1.00 - 10,000 (PY Nil) Equity Shares(xv) Brightland Developers Private Limited 1.00 - 10,000 (PY Nil) Equity Shares (xvi) Elite Team Trading Limited 10,00,000 Equity Shares of face value of HK$1 each fully paid up 60.60 60.60II) Investment in Others (All at face value of Rs. 10 each fully paid otherwise stated)(i) Parkville Multiplex Cinema Private Limited 0.25 0.25 2500 Equity Shares(ii) “Indian Real Opportunity Venture Capital Fund (Scheme: Milestone Domestic)”

60.02 75.00

6275 (PY 7500) units of face value of Rs. 1,000 each fully paid up

(iii) Sneh Shares & Securities Private Limited 690.00 690.00 40,00,000 Equity Shares

Schedules to the Balance Sheet



(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “6” : Investments :- (Contd.)(iv) Ojas Industries Limited 310.00 310.00 3,10,000 Equity Shares(v) Presage Technopower Private Limited 0.35 - 3,514 (PY Nil) Equity Shares(vi) Phenil Sugars Private Limited 12,00,000 (PY Nil) 6% Cumulative Redeemable Preference

Shares of Rs. 100 each fully paid up 1,603.00 -

2,38,000 (PY Nil) 8.25% Cumulative Redeemable Preference Shares of Rs. 100 each fully paid up

327.00 -

(b) Non-Trade, Quoted Andhra Bank 4.05 4.05 (4,505 Equity Shares of face value of Rs. 10 each fully paid up) (Market Value Rs. 6.80 lacs PY Rs. 4.87 lacs)(B) Current Investments (a) Investments in Liquid Mutual Funds (Refer Annexure “B”) 3,244.26 3,317.57 (b) Investments in Bonds ( Refer Annexure “C” ) 1,394.23 3,206.60

29,018.35 28,986.44 Note:Market Value of Quoted Investments 6.80 4.87Aggregate Value of Quoted Investments 4.05 4.05 Aggregate Value of Unquoted Investments 29,014.30 28,982.39

Schedule “7” : Inventories (As taken, valued & certified by the Management) Finished Goods 13,309.33 13,213.78 Raw Materials 13,079.73 8,379.73 Accessories & Packing Materials 136.03 120.26 Work-in-Process 662.57 321.97

27,187.66 22,035.74

Schedule “8” : Sundry Debtors (Unsecured)(a) Debts due for more than six months Considered Good 2,751.36 233.19 Considered Doubtful 35.61 30.62

2,786.97 263.81 Less : Provision for Doubtful Debts 35.61 30.62

2,751.36 233.19 (b) Other Debts (Considered Good) 14,395.02 13,866.29

17,146.38 14,099.48


(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “9” : Cash & Bank Balances :-Cash on Hand 40.76 33.76 Balance with Scheduled Banks i) In Current Accounts 1,122.18 2,475.97 ii) In Fixed Deposits Accounts 831.18 474.71

1,994.12 2,984.44

Schedule "10" : Loans & Advances(Unsecured, Considered Good)Loan to Subsidiaries 2,253.69 3,052.13 Loan to Others (Note B-3(iii), Schedule "18") 13,015.23 12,514.52 Advance Against Property 1,065.00 2,225.00 Advance recoverable in cash or in kind or for value to be received 4,225.52 4,452.34 Share Application Money (Note B-7, Schedule "18") 48.45 48.45 Deposits 1,271.59 1,211.99 Advance Tax & TDS (Net of Provisions) 54.24 8.93

21,933.72 23,513.36

Schedule “11” : Current Liabilties & Provisions Current LiabilitiesSundry Creditors Due to Micro, Small & Medium Enterprises - 21.36 Due to Others 5,513.31 5,784.24 Other Liabilities 452.02 442.25 ProvisionsProvision for Gratuity 27.40 20.97 Provision for Leave Encashment 35.66 37.82 Proposed Dividend 285.89 228.71 Provision for Dividend Distribution Tax 46.37 37.99

6,360.65 6,573.34

Schedules to the Balance Sheet


Schedules to Profit & Loss AccountAs at 31st March, 2011

(Rs. in Lacs)

Particulars Year ended 31.03.2011


Schedule “12” : Operational Income Sales 55,048.06 46,536.12 Less :- Excise Duty 13.33 - Net Sales 55,034.73 46,536.12 Export Benefits & Incentives 1,095.22 1,354.88 Gain on Foreign Exchange Fluctuations (Net) 312.07 - Other Operating Income 96.48 175.70

56,538.50 48,066.70

Schedule “13” : Other Income Dividend 152.28 153.11 Profit on sale of Investment 211.71 200.36 Interest Income (TDS Rs. 120.95 lacs PY Rs. 162.32 lacs) 1,335.52 1,688.48 Miscellaneous Income 22.27 32.29

1,721.78 2,074.24

Schedule “14” : Cost of Materials(a) Raw Materials Opening Stocks 8,379.73 7,930.20 Add : Purchases 24,176.64 12,277.46

32,556.37 20,207.66 Less : Closing Stocks 13,079.73 8,379.73

19,476.64 11,827.93 (b) Traded Goods 18,256.66 20,339.45 (c) Accessories & Packing Materials Opening Stock 120.26 116.55 Add : Purchases 404.48 545.38

524.74 661.93 Less : Closing Stock 136.03 120.26

388.71 541.67 d) Inventory Adjustments Opening Stocks - Work-in-Process 321.97 279.04 -Finished Goods 13,213.78 10,599.20

13,535.75 10,878.24 Less : Closing Stocks - Work-in-Process 662.57 321.97 -Finished Goods 13,309.33 13,213.78

13,971.90 13,535.75 (Increase) / Decrease in Stocks (436.15) (2,657.51) Cost of Materials (a+b+c+d) 37,685.86 30,051.54

Schedules to Profit & Loss AccountAs at 31st March, 2011

(Rs. in Lacs)


31.03.2011 Year ended 31.03.2010

Schedule "15" : Personnel Expenses Salaries Wages & Bonus 1,461.95 1,534.41 Contribution to PF & Other Funds 72.12 68.58 Workmen & Staff Welfare 65.38 57.98

1,599.45 1,660.97

Schedule “16” : Manufacturing & Other Expenses Processing Charges 2,773.76 3,033.20 Power & Fuel 35.76 38.71 Rent (Net) (Note B-10, Schedule "18") 1,748.02 1,831.80 Rates & Taxes 44.48 105.50 Insurance 46.81 39.72 Repairs and Maintenance- Building - 7.05 - Plant and Machinery 13.77 9.76 - Others 190.25 137.43 Travelling & Conveyance 233.01 335.44 Communication Costs 94.01 140.55 Printing & Stationery 54.35 67.50 Electricity Charges 303.28 385.41 Legal & Professional Fees 233.90 404.32 Directors' Remuneration 223.02 106.69 Auditors' Remuneration 55.04 55.81 Commission 307.49 345.39 Advertisement & Sales Promotion Expenses 1,545.19 1,942.55 Customer Relation Expenses 64.65 50.49 Common Area Maintenance Expenses 248.81 262.56 Studio Expenses 169.03 182.70 Transportation, Freight & Handling Charges 620.89 751.49 Sales Tax / VAT 788.11 713.94 Provision for Doubtful Debts 4.99 9.26 Loss on Foreign Exchange Fluctuations (Net) - 43.28 Loss on Sale/Discard of Fixed Assets 162.26 27.45 Miscellaneous Expenses (Note B-9(ii), Schedule "18") 58.29 201.16

10,019.17 11,229.16

Schedule "17" : Interest & Financial Charges Interest on Fixed Loans 819.83 651.74 Interest on Other Loans 1,404.05 1,065.47 Lease Charges - 0.63 Bank Charges 379.94 276.66

2,603.82 1,994.50


Schedules Forming Part of AccountsAs at 31st March, 2011

Schedule 18: Significant Accounting Policies & Notes forming part of Consolidated Financial Statements for the year ended 31st March, 2011

A. Significant Accounting Policies

1. Basis Of Accounting :

i) The Financial Statements have been prepared in compliance with the Accounting Standards noti-fied by Companies (Accounting Standard) Rules 2006 and the relevant provisions of the Companies Act, 1956 in all material aspects.

ii) Financial Statements are based on historical cost convention and are prepared on accrual basis

2. Revenue Recognition:

i) Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection.

ii) Revenue in respect of export sales is recognised on shipment of products.

iii) Interest is recognised on a time proportion basis taking in to account the amount outstanding and the rate applicable.

iv) Dividend income is recognised when the right to receive payment is established.

3. Fixed Assets:

Fixed Assets are stated at actual cost less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

4. Impairment of Fixed Assets:

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An im-pairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

5. Depreciation:

a) Tangible Assets

i. Depreciation on all Fixed Assets, except Furniture and Fixtures at Studios, is provided on ‘Writ-ten Down Value Method’ at the rates and in the manner prescribed in the Schedule XIV of the Companies Act, 1956.

ii. Depreciation on Furniture and Fixtures at Studios is amortized equally over a period of six years from the date of capitalisation.

iii. Fixed assets acquired on lease basis are amortised over the period of the lease term.

b) Intangible Assets

Trade Mark is amortised on Straight Line Method over a period of ten years.

6. Borrowing Costs:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capital-ised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to Profit and Loss Account.

7. Inventories:

Inventories are valued as follows:

i) Finished Goods are valued at lower of cost or net realisable value. *ii) Work-in-Process are valued at lower of cost or net realisable value. *iii) Raw Materials are valued at lower of cost or net realisable value. **iv) Accessories and Packing Materials are valued at lower of cost or net realisable value.* Cost is arrived at on full absorption basis as per Accounting Standard - 2 “Valuation of Inventories.** Cost is arrived at on weighted average cost method.



8. Investments:

Investments that is intended to be held for more than a year from the date of acquisition are classified as long term investments and are carried at cost less any provision for permanent diminution in value. Investments other than long term investments being current investments are valued at cost or fair mar-ket value whichever is lower.

9. Miscellaneous Expenditure:

i) Preliminary expenses are amortized in the year in which they are incurred.

ii) Expenses on preferential issue of shares/warrants are written off against the securities premium received.

10. Employee Benefits:

i) Company’s contribution to Provident Fund and other Funds for the year is accounted on accrual basis and charged to the Profit & Loss Account for the year.

ii) Liability for leave encashment benefits has been provided on accrual basis.

iii) Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are provided on the basis of the actuarial valuation, using the projected unit credit method as at the date of the Balance Sheet.

11. Provisions and Contingent Liabilities:

The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, requires an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

12. Use of Estimates:

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires estimates and assumptions to be made that affect the reported amounts of assets and li-abilities and disclosure of contingent liabilities on the financial statements and the reported amounts of revenues and expenses during the reporting period.

Difference between actual results and estimates are recognized in the periods in which the results are known/ materialize.

13. Foreign Currency Transactions:

i) The transactions in foreign currencies on revenue accounts are stated at the rate of exchange pre-vailing on the date of transactions.

ii) The difference on account of fluctuation in the rate of exchange, prevailing on the date of transac-tion and the date of realization is charged to the Profit & Loss Account.

iii) Non monetary foreign currency items are carried at cost.

iv) Differences on translation of Current Assets and Current Liabilities remaining unsettled at the year-end are recognized in the Profit and Loss Account.

v) The premium in respect of forward exchange contract is amortized over the life of the contract. The net gain or loss on account of any exchange difference, cancellation or renewal of such forward exchange contracts is recognized in the Profit & Loss Account.


14. Accounting for Taxation of Income :

Current Taxes:

Provision for current income-tax is recognized in accordance with the provisions of Indian Income- tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions.

Deferred Taxes:

Deferred tax assets resulting from “timing difference” between taxable and accounting income is ac-counted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. Deferred tax asset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will be realised in future.

B. Notes to Accounts

1. Contingent Liabilities not provided for :

i) Letters of Credit outstanding Rs.1208.26 lacs. (PY Rs. 389.52 lacs)

ii) Guarantee given by Banks on behalf of the Company Rs.142 lacs. (PY Rs. 131.95 lacs)

iii) Corporate Guarantee given on behalf of one Subsidiary Company Rs. 3190.39 lacs (PY Nil)

iv) Estimated amount of contracts remaining to be executed on capital account Rs. 1265.00 lacs. (PY Rs. 1605.00) (Net of advances).

v) Sales Tax Liability contested in appeals Rs.68.18 lacs (PY Rs. 5.11 lacs )

vi) Stamp Duty Liability not acknowledged as debt Rs.10 lacs. (PY Rs. 10 lacs)

vii) (a) The provisions in respect to service tax on renting of immovable properties to be used for com-mercial/ business purpose was amended by the Finance Act, 2010 with retrospective effect from 1st June 2007. However the High Court of Delhi had granted interim relief in relation to the said amendments vide its Order dated 18th May 2010 payable in the case of another petitioner as no value addition is discernible in so far renting of immovable property is concerned. In view of this, the Company has been advised not to pay/provide service tax liability amounting to Rs 285.32 lacs for the year (PY Rs 140.47 lacs) in respect of rent of various immovable properties and the same is reflected as contingent liability.

(b) In view of (a) above , service tax in respect of rent earned on immovable properties rented out during the year by the Company , the Company has not charged service tax on the same. Con-tingent Liability in case of the same amounts to Rs. 16.95 lacs ( PY Rs 16.95 lacs )

2. As at 31st March 2011, the Company has unutilised service tax input credit of Rs.219.65 lacs (PY Rs. 196.61 lacs). The above credit shall be utilised against the taxable service provided by the Company in future.

3. i) In the opinion of the Board the Current Assets, Loans & Advances are approximately of the value stated and are realisable in the ordinary course of business except for those which are considered doubtful and provided for. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary.

ii) The Balances in some of the Sundry Debtors, Sundry Creditors, and Loans and Advances are as per their respective ledger accounts and subject to confirmation and reconciliation. Consequential impact thereof, if any, will be considered as and when determined.

iii) “Loan to Others” under the Schedule 10 “Loan & Advances” denotes loans to various parties amounting to Rs.13,015.23 lacs (PY Rs. 12,514.52 lacs) out of unutilised surplus funds from the preferential issue of equity shares/ warrants and internal accruals. Interest income amounting to Rs 1,194.40 lacs (PY Rs. 1,448.24 lacs) has been earned on such loans. In view of the management the amount as reflected is fully realisable and hence considered good.



4. Sales are inclusive of sales tax and are stated net of discounts, returns and rebates. Purchases are stated net of discounts, returns, VAT and rate differences.

5. Exceptional Items:

a. Loss on discard of certain assets amounting to Rs. 844.99 lacs (PY Rs. Nil) is on account of closure of the Company’s large format discount Promart Stores located at Ahmadabad & Indore.

b. Prior Period Items amounting to Rs.6.33 lacs (PY Rs 38.18 lacs) includes prior period expenses of Rs.11.22 (PY Rs Nil ) , prior period income of Rs.0.84 lacs (PY Rs. 18.18) and earlier year deprecia-tion written back Rs. 4.05 lacs (PY Rs. 20.00 lacs).

6. Secured Loans:

i) Term Loans from Banks:

Rs.379.41 lacs (PY Rs. 491.22 lacs) – Secured by charge on factory land and building and hypoth-ecation on Plant & Machinery and other moveable assets acquired at Baddi and personal guarantee of promoter directors.

Rs.7,143.47 lacs*# (PY Rs. 8,078.02 lacs) – Secured by first charge on Credit Card Receivable Escrow account.

*The loans are further secured by pledge of listed shares held by promoter group and personal guarantee of promoter directors.

ii) Working Capital Loans from Banks:

a) Cash Credit Loan**:

Rs.10,081.09 lacs (PY Rs. 8,414.10 lacs) - Secured by hypothecation of stocks and book debts and the personal guarantee of promoter directors.

b) Packing Credit Loan and Foreign Bills Purchased:

Rs.5,724.07 lacs (PY Rs. 3,013.19 lacs) – Secured by hypothecation of stocks and book debts of export division and the personal guarantee of promoter directors.

c) Short Term Loan:

Rs. 517.46 lacs (PY Rs. 1,017.95 lacs) - Secured by lien of approved mutual funds for export working capital requirements.

iii) Hire Purchase Loans:

Rs.108.39 lacs (PY Rs. 175.82 lacs) – Secured by specific assets financed (Vehicles)

** Cash Credit Loans are further collaterally secured by equitable mortgage of office and factory premises of the Company.

#Term Loans are further collaterally secured by second charge on the entire fixed assets of the Company other than the assets which are specifically charged to other lenders.

7. Share Application Money under Schedule “10” Loans and Advances denotes amounts given to the subsidiaries of the Company pending allotment/refund amounting to Rs. 48.45 lacs (PY Rs.48.45 lacs).

8. Subsidiary Companies:-

i. During the year the Company has acquired 100% Equity of Castle Mall Private Limited & Brightland Developers Private Limited whereby these 2 Companies have become wholly owned subsidiaries of the Company.

ii. Sundry Debtors & Advances recoverable in cash or in kind or value to be received includes Rs. 23.23 lacs (PY Rs. 25.30 lacs) & Rs.Nil (PY Rs. 219.79) respectively due from subsidiary companies.

iii. Sundry Creditors & Other Liabilities includes Rs.122.32 lacs (PY 114.88 lacs) & Rs.Nil (PY 25.00 lacs) respectively due to subsidiary Companies.






9. Provision for Doubtful Debts/ Bad-debts written off:-

i) During the year a sum Rs.4.99 lacs out of debtors due for more than six months has been considered doubtful and fully provided for.

ii) Miscellaneous Expenses under Schedule “16” Manufacturing & Other Expenses includes of Sundry Balances written off / (back) netted off :

(Rs. in Lacs)

Particulars Current Year Previous Year

Sundry Balances written off 20.27 78.94

Unclaimed Balances written back (73.88) NilTotal (53.61) 78.94

10. Rent under Schedule “16” Manufacturing & Other Expenses reflected is net of rent received Rs. 164.55 lacs (PY Rs. 164.55 lacs) including TDS Rs.16.32 lacs (PY Rs. 32.46 lacs).

11. Loans and advances in the nature of loans given to subsidiaries and associates as required to be dis-closed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

a. Details of Loans to Subsidiaries:

(Rs. in Lacs)

Name of the Subsidiary Company 31st March 2011 31st March 2010

Amount Maximum

Amount Amount

Maximum Amount

Prozone Enterprises Private Limited 560.61 5,973.58 2,576.55 2,576.55 Sporting and Outdoor Ad Agency Private Limited 196.71 291.31 291.73 303.24 Pronet Interactive Private Limited 0.18 0.18 0.18 0.18 Faridabad Festival City Private Limited 432.87 433.09 176.87 176.87 Millennium Accessories Private Limited 2.96 2.96 2.90 2.90 Meerut Festival City Private Limited Nil Nil Nil 9.00 Oasis Fashions Limited. 0.27 0.27 0.27 0.27 Provogue Holding Limited – (Singapore) 4.31 4.31 Nil 4.44 Elite Team Trading Limited – (Hongkong) 939.73 1,188.62 3.13 3.13 Provogue Infrastructure Private Limited. 0.50 0.50 0.50 138.50 Brightland Developers Private Limited 90.88 90.88 Nil Nil Castle Mall Private Limited 24.68 24.68 Nil Nil

b. Details of Investments in Subsidiaries: ( No. of Shares)

Name of the Subsidiary Company 31st March 2011 31st March 2010Prozone Enterprises Private Limited 2,73,13,260 2,73,13,260Sporting and Outdoor Ad Agency Private Limited 4,18,102 4,18,102Pronet Interactive Private Limited 1,00,002 1,00,002Probrand Enterprises Limited 1,00,000 1,00,000Profab Fashion (India) Limited 50,000 50,000Provogue Infrastructure Private Limited 10,000 10,000Oasis Fashion Limited 50,000 50,000Millennium Accessories Limited 25,500 25,500Flowers, Plants & Fruits (India) Private Limited 10,000 10,000Acme Advertisements Private Limited 10,000 10,000Faridabad Festival City Private Limited 10,220 10,000



Name of the Subsidiary Company 31st March 2011 31st March 2010Meerut Festival City Private Limited 10,000 10,000Provogue Holding Limited (Singapore) 9,385 9,385Elite Team Trading Limited (Hongkong) 1,00,000 1,00,000Castle Mall Private Limited 10,000 NilBrightland Developers Private Limited 10,000 NilInvestments through Prozone Enterprises Private Limited Alliance Mall Developers Co Private Limited 2,010,000 10,000Castle Mall Private Limited Nil 10,000Jaipur Festival City Private Limited 10,000 10,000Standard Mall Private Limited 10,000 10,000Royal Mall Private Limited 10,000 10,000Prozone Liberty International Limited (Singapore) 6,14,74,094 3,77,45,594Investments through Prozone Liberty International Limited (Singapore)

Prozone International Limited (Singapore) 38,046,055 2,64,92,145Prozone Overseas Pte Limited (Singapore) 1 1Prozone International Coimbatore Limited (Singapore) 1 1Investments through Prozone International Limited (Singapore)

Empire Mall Private Limited 4,72,09,412 4,72,09,412Omni Infrastructure Private Limited 24,000 24,000Hagwood Commercial Developers Private Limited 94,80,235 94,80,235

12. Other Liabilities in Schedule “11” Current Liabilities & Provisions include Unclaimed Dividends amount-ing to Rs.2.82 lacs (PY Rs. 2.03 lacs).

13. Directors’ Remuneration:(Rs. in Lacs)

Particulars 2010-11 2009-10i) Managing Director and other Whole-time Directors a) Salaries (including Company's contribution to Provident and

other funds) 223.02 106.69

b) Estimated value of perquisites and allowances 25.98 25.31 249.00 132.00 ii) Non Whole-time Directors Commission 12.00 - Total Remuneration 261.00 132.00Note:i) The above figures do not include provisions for encashable leave and gratuity as separate actu-

arial valuation is not available for the Whole-time Directors.ii) Computation of Net Profit in accordance with Section 309 (5) of the Companies Act, 1956.

(Rs. in Lacs) Particulars 2010-11 2009-10 Profit before taxes and exceptional items 5,158.88 3,976.34 Add: Managerial Remuneration 261.00 132.00

( No. of Shares)


Particulars 2010-11 2009-10 Loss on sale/discard of Fixed Assets 162.26 27.45 Provision for Doubtful Debts 4.99 9.26 5,587.13 4,145.05 Less: Profit on redemption / sale of mutual funds and other current

investments (net) 211.71 200.36

Net Profit as per Section 309 (5) of the Companies Act, 1956 5,375.42 3,944.69 Commission: i) Whole-time Directors - - ii) Non Whole-time Directors 12.00 - The remuneration payable to the Whole-time directors is subject to approval of the shareholders

14. Auditor’s Remuneration:(Rs. in Lacs)

Particular 31st March 2011 31st March 2010Audit Fees 25.00 25.00 Taxation Matters 22.50 15.00 Other Services 4.50 12.00Service Tax 3.04 3.81 Total 55.04 55.81

15. Additional Information Pursuant to the Provisions of Part II of the Schedule VI of the Companies Act 1956

i) Quantitative Information:

a) Installed Capacity : Not Applicable

b) Purchase / Production, Consumption / Sales / Stock: As per Annexure “A” Attached

ii) Value of Imported and Indigenous Raw Materials / Packing Materials / Accessories consumed during the year:

(Rs. in Lacs)

Description 31st March 2011 31st March 2010

In % In Rs. In % In Rs.

Imported 0.40 79.16 0.49 60.20

Indigenous 99.60 19,786.19 99.51 12,309.40

Total 100.00 19,865.35 100.00 12,369.60





iii) C.I.F. Value of Imports, Expenditure and Earnings in Foreign Exchange (Rs. in Lacs)

Particulars31st March

201131st March

2010C.I.F. Value of ImportsCapital Goods (Previous Year Trade Mark) Nil 57.89Raw Materials 79.16 60.20Trading Goods 13,722.94 9,083.37

Expenditure in Foreign ExchangeTravelling Expenses 50.52 87.95Commission Nil 4.95Professional Fees 31.83 NilMembership & Subscription Nil 1.25Interest on Foreign Currency Loans 227.69 161.63Earnings in Foreign ExchangeExport Sales – FOB 24,176.69 19,596.49

iv) Remittance in foreign currency on account of dividends:(Rs. in Lacs)


201131st March

2010

Year to which the dividend relates 2009-10 2008-09

Number of non-resident shareholders to whom remittances were made 459 154

Number of shares on which remittances were made (of Face Value Rs.2)

28,782,333 33,783,273

Dividend amount (Rs. In lacs) 57.56 101.35

16. Amounts due to Micro, Small and Medium Enterprises:

As per the requirement of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 following information have been disclosed. This information takes into account only those suppli-ers who have responded to the enquiries made by the Company for this purpose.

(Rs.in Lacs)

Sr. No Particulars31st March

201131st March

2010i) a) Principal amount remaining unpaid to any supplier at the

end of the accounting year included in sundry creditors.Nil 9.98

b) The interest due on above Nil 0.46ii) The amount of interest paid by the buyer in terms of Section 16

of the ActNil 21.98

iii) The amount of the payment made to the supplier beyond the appointed day during the accounting year.

Nil 203.74

iv) The amount of interest accrued and remaining unpaid at the end of financial year

Nil 11.38

v) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the due date during the year) but without adding the interest specified under this Act.

Nil 10.92

(Rs. in Lacs)


17. Employees Defined Benefits:Defined Benefit Plans – As per Actuarial Valuation on 31st March 2011.

(Rs. in Lacs)


201131st March

2010a)

i) Present value of obligation As at 1 April 2010 43.21 32.12 Service Cost 0.00 11.79 Interest Cost 3.24 2.25 Actuarial loss on obligation 5.48 (1.81) Benefits paid (5.30) (1.14) As at 31 March 2011 46.63 43.21

Less: ii) Fair Value of Plan Assets

As at 1 April 2010 22.24 20.76 Expected Return on Plan Assets less Loss on Investments 2.66 1.45 Actuarial Gain / (Loss) on Plan Assets (0.37) (0.28) Employers' Contribution 0.00 1.45 Benefits paid (5.30) (1.14) Expected Return on Plan Assets less Loss on Investments 19.23 22.24 Amount recognized in Balance Sheet 27.40 20.97

b) Expenses during the year Service Cost - 11.79 Interest Cost 3.24 2.25 Expected Return on Plan Assets 2.66 (1.45) Actuarial (Gain) / Loss 5.85 (1.53) Total 11.75 11.06

c) Actual Returns on Plan Assets 1.20 1.17d) Break up of Plan Assets as a percentage of total Plan Assets

(Percentage or Value) Insurer Managed Funds 100% 100%

e) Principal actuarial assumptions Rate of Discounting 8.00% 8.00% Expected Return on Plan Assets 8.00% 8.00% Rate of increase in Salaries 5.00% 5.00%




18. Earning Per Share:In accordance with Accounting Standard 20- Earning Per Share, the computation of earning per share is set below:

Sr. No.


201131st March

2010i) Weighted average number of Equity Shares of Rs. 2 each

a) Number of shares at the beginning of the year 114,357,095 116,406,705b) Number of shares at the end of the period 114,357,095 114,357,095c) Weighted average number of shares outstanding during the year 114,357,095 115,728,487

ii) Net Profit after tax available for equity shareholders (Rs. In lacs) 3340.54 2,835.26iii) Basic Earning Per Share (In Rs.) 2.92 2.45iv) Diluted Earning Per Share (In Rs.) 2.92 2.45

Note:The Company does not have any dilutive potential equity shares. Consequently the basic and diluted earning per share of the Company remain the same.

19. Taxation:

i) Provision for taxation for the year has been made in accordance with the provisions of the Income Tax Act, 1961.

ii) In terms of Accounting Standard 22 on “Accounting for Taxes on Income”, the Company has rec-ognised Deferred Tax Assets amounting to Rs.397.23 lacs (PY Rs. 31.01 lacs) for the year ended 31st March 2011 in the Profit & Loss Account.

The accumulated balance in Net Deferred Tax Liability / (Assets) comprises of: (Rs. in Lacs)

Particulars 31st March 2011 31st March 2010Depreciation (597.51) (197.04)Provision for Doubtful Debts (11.55) (10.17)Provision for Bonus (6.38) (11.92)Provision for Gratuity (8.89) (6.97)Leave Encashment Provision (11.57) (12.57)Deferred Tax Liability / (Assets) (635.89) (238.67)

20. The Company has taken premises on operating lease and entered in to non-cancellable Leave and Li-cense Agreements with various parties. The agreements have been entered for a period ranging from 11 to 36 months. The disclosure required to be made in accordance with Accounting Standard 19 on “Leases”.

a) Future minimum lease payments under non-cancellable operating leases for the following periods:(Rs. in Lacs)

Particulars As at 31st

March, 2011As at 31st

March, 2010Not later than one year 485.59 278.78Later than one year and not later than five years 743.64 592.31Later than five years Nil Nil

b) Lease payments recognised as an expense in the statement of Profit and Loss for the period Rs. 300.56 Lacs (PY Rs. 42.80 lacs), on a straight line basis over the lease term.



21. Segment Reporting:

For the year ended 31st March, 2011:

The Segment Reporting of the Company had been prepared in accordance with Accounting Standard – 17 on “Segment Reporting” issued by the ICAI / Companies (Accounting Standards) Rules, 2006.

The Company, based on business activities during this financial year has identified the geographic seg-ments as its primary segment which were secondary segment in the earlier years, hence corresponding figures for the previous year have not been furnished.

Fixed Assets and other assets used in the Company’s operations or liabilities contracted have not been identified to any of the reportable segments; hence it is not practicable to provide segment disclosures relating to total assets and liabilities.

(Rs. in Lacs)

ParticularsYear Ended 31st

March 2011

1. Segmental Revenue

a. Domestic 30,313.61

b. Exports 26,224.90Total 56,538.51

2. Segment Results

Profit before tax and interest for each segment

a. Domestic 7,815.58

b. Exports 2,803.49Total 10,619.07

Less :

i. Interest 2,603.82

ii. Un- allocable expenses net off Income 3,707.68Total Profit before Tax 4,307.57

For the year ended 31st March, 2010:

The Company’s business consists of one reportable business segment i.e., “Manufacturing & Trading of Textile Products”, hence no separate disclosures pertaining to attributable Revenues and Assets are given.

Secondary segment reporting was on the basis of geographical location of the customers. The opera-tion of the Company comprises local sales and export sales. The management views the Indian market and Export market as distinct geographical segments. The following is the distribution of the Compa-ny’s sales by geographical markets and carrying amount of segment assets & additions to fixed assets by geographical area in which the assets are located:

(Rs. in Lacs)

Geographic Segment Revenues for the year ended

31st March, 2011 Segment Assets as at

31st March, 2010 India 26,561.89 85,727.10 Outside India 19,974.23 6,503.07 Total 46,536.12 92,230.17

Note: Carrying amount of segment assets outside India represents receivables from export sales.





22. Related Party Disclosures:

I. For the year ended 31st March, 2011

i. List of Related Parties and Relationships

a. Key Management Personnel

Mr. Nikhil Chaturvedi Director Mr. Akhil Chaturvedi Director Mr. Salil Chaturvedi Director Mr. Deep Gupta Director Mr. Nigam Patel* Director Mr. Rakesh Rawat Director

* Resigned as whole time director of the Company w.e.f. 12th January 2011.

b. Relative of Director and Name of the enterprises having same Key Management Personnel and / or their relatives as the reporting enterprise with whom the Company has entered into transactions during the year.

• Acme Exports

c. Subsidiary – The Ownership, Directly or Indirectly through Subsidiary/ Subsidiaries

• Prozone Enterprises Private Limited• Acme Advertisements Private Limited• Sporting and Outdoor Ad Agency Private Limited• Pronet Interactive Private limited• Probrand Enterprises Limited• Profab Fashions (India) Limited• Oasis Fashions Limited• Millennium Accessories Limited• Flowers Plant & Fruits (India) Private Limited• Meerut Festival City Private Limited• Faridabad Festival City Private Limited• Provogue Holding Limited (Singapore)• Elite Team Trading Limited (Hongkong)• Castle Mall Private Limited• Provogue Infrastructure Pvt Ltd • Brightland Developers Private Limited• Alliance Mall Developers Co Private Limited• Jaipur Festival City Private Limited• Standard Mall Private Limited• Royal Mall Private Limited• Prozone Liberty International Limited (Singapore)• Prozone International Limited (Singapore)• Prozone Overseas Pte Limited (Singapore)• Prozone International Coimbatore Limited (Singapore)• Empire Mall Private Limited• Omni Infrastructure Private Limited• Hagwood Commercial Developers Private Limited

d. Joint Venturer

• Emerald Buildhome Private Limited• Moontown Trading Company Private limited




ii. Disclosures required for related parties transaction :

(Rs. in Lacs)

Nature of Transactions In relation to

(a) above In relation to

(b) above In relation to

(c) above In relation to

(d) above Purchases Nil Nil 1.56 Nil Rent Paid Nil Nil 34.83 Nil Common Area Maintenance charges (CAM) (excluding service tax)

Nil Nil 4.62 Nil

Amenities charges (excluding service tax) Nil Nil 1.09 Nil Expenses Reimbursed Nil Nil 2.37 Nil Advertisement Expenses Nil Nil 195.42 Nil Directors Remuneration 249.00 Nil Nil Nil Rent Received Nil Nil 120.00 Nil Sales Nil Nil 0.81 Nil Repayment of Loans Taken Nil 1.80 Nil Nil Loans Granted Nil Nil 5,786.41 Nil Loans Received Back Nil Nil 6,617.29 Nil Interest Received on Loans Granted Nil Nil 32.44 Nil Investment in Shares Nil Nil 2.22 Nil Purchase of Shares 1.00 Nil Nil NilAmount outstanding as on 31st March 2011 Sundry Creditors Nil 0.45 122.32 Nil Other Liabilities 42.08 Nil Nil Nil Loans Payable Nil Nil Nil Nil Loan Receivable Nil Nil 2,253.69 Nil Sundry Debtors Nil Nil 23.23 Nil Investments Nil Nil 21,385.19 Nil Share Application Money Paid Nil Nil 48.45 Nil

For the year ended 31st March, 2010

i. List of Related Parties and Relationship :

a. Key Management Personnel

Mr. Nikhil Chaturvedi Director Mr. Akhil Chaturvedi Director Mr. Salil Chaturvedi Director Mr. Deep Gupta Director Mr. Nigam Patel Director Mr. Rakesh Rawat Director

b. Relative of Director and Name of the enterprises having same Key Management Per-sonnel and / or their relatives as the reporting enterprise with whom the Company has entered into transactions during the year.

• Floro Mercantile Private Limited• Topspeed Trading Company Private Limited• Acme Exports

c. Subsidiary – The Ownership, Directly or Indirectly through Subsidiary/ Subsidiaries

• Prozone Enterprises Private Limited• Sporting and Outdoor Ad Agency Private Limited



• Pronet Interactive Private limited• Probrand Enterprises Limited• Profab Fashions (India) Limited• Oasis Fashions Limited• Millennium Accessories Limited• Flowers Plant & Fruits (India) Private Limited• Acme Advertisements Private Limited• Meerut Festival City Private Limited• Faridabad Festival City Private Limited• Provogue Holding Limited (Singapore)• Elite Team Trading Limited (Hongkong)• Alliance Mall Developers Co Private Limited• Castle Mall Private Limited• Jaipur Festival City Private Limited• Standard Mall Private Limited• Royal Mall Private Limited• Prozone Liberty International Limited (Singapore)• Prozone International Limited (Singapore)• Prozone Overseas Pte Limited (Singapore)• Prozone International Coimbatore Limited (Singapore)• Empire Mall Private Limited• Omni Infrastructure Private Limited• Hagwood Commercial Developers Private Limited

d. Joint Venturer

• Emerald Buildhome Private Limited• Moontown Trading Company Private limited

e. Co- Venturer

• Ajanta Infrastructure Limited (Upto 29th September 2009)

ii. Disclosures required for related parties transaction : (Rs. in Lacs)

Nature of Transactions In relation

to (a) above In relation

to (b) above In relation

to (c) above In relation

to (d) above In relation

to (e) above Purchases Nil 4.06 29.98 Nil Nil Rent Paid Nil Nil 24.00 Nil Nil Advertisement Expenses Nil Nil 311.14 Nil Nil Directors Remuneration 132.00 Nil Nil Nil Nil Rent Received Nil Nil 120.00 Nil Nil Sales Nil Nil 102.44 Nil Nil Interest Paid on Unsecured Loans Nil 4.67 Nil Nil Nil Repayment of Loans Taken 4.51 57.72 Nil Nil Nil Loans Granted Nil Nil 3,273.36 Nil Nil Loans Received Back Nil Nil Nil Nil Nil Interest Received on Loans Granted Nil Nil 9.97 Nil Nil Advance against Purchases Nil Nil 219.79 Nil Nil Investment in Shares Nil Nil 68.04 Nil Nil Redemption of Debentures Nil Nil Nil Nil 4,000.00 Purchase of Shares 1.00 Nil 2.00 Nil Nil




Nature of Transactions In relation

to (a) above In relation

to (b) above In relation

to (c) above In relation

to (d) above In relation

to (e) above Amount outstanding as on 31st March 2010 Sundry Creditors Nil 2.25 114.88 Nil Nil Other Liabilities 1.38 Nil 25.00 Nil Nil Advance Against Expenses Nil Nil 219.79 Nil Nil Loans Payable Nil Nil Nil Nil Nil Loan Receivable Nil Nil 3,052.13 Nil Nil Sundry Debtors Nil Nil 25.30 Nil Nil Investments Nil Nil 21,382.97 Nil Nil Share Application Money Paid Nil Nil 48.45 Nil Nil

Note: Related Parties are as disclosed by the Management and relied upon by the Auditors.

23. The details of purchases, sales and closing stock of investments in Mutual Funds and Bonds during the year are given in Annexure “B” & “C”.

24. During the years 2006-07 to 2008-09 the Company has raised an aggregate amount of Rs. 52,244 lacs through preferential issue of shares and allotment of convertible warrants. Out of these, upto 31st March 2011, the Company has utilized Rs. 39,068 lacs towards investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization of the balance funds as at 31st March 2011, Rs. 13,176 lacs has been invested in Mutual Funds, Bonds, Other Loans and in fixed deposits/current account with Banks.

25. Fixed Deposit of Rs. 512.45 lacs (PY Rs. 474.71 lacs) are pledged with bank as security towards Bank Guarantee / Letter of Credit /Short Term Loans.

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

27. Figures of the previous year have been regrouped, reclassified and/or rearranged wherever necessary.




Annexure - ‘A’

Quantitative Information (Note No. 15 (i) (b) Schedule “18”)

Purchase/Production, Consumption/Sales/Stock

a) Raw Materials(Figures in Lacs)

ParticularsQty Unit Current Year Previous Year

Quantity Amount Quantity AmountFabric In Mtrs. 525.57 19,476.64 588.59 11,827.93 Accessories & Packing Materials - - 388.71 - 541.67

b) Finished Goods(Figures in Lacs)

ParticularsQty Unit Current Year Previous Year

Quantity Amount Quantity AmountA. Opening Stock Garment In Pcs. 29.16 10,690.57 26.50 9,671.09 Fabric In Mtrs. 57.63 1,573.16 7.85 255.01 Others - - 950.05 - 673.10 B. Purchase/Production* Garment In Pcs. 17.19 9,240.28 22.07 3,013.92 Fabric In Mtrs. 657.33 834.75 747.30 11,681.65 Others - - 8,181.63 - 5,643.87 C. Sales** Garment In Pcs. 16.01 12,871.23 19.41 15,261.96 Fabric In Mtrs. 689.98 33,271.48 563.29 19,048.90 Others - 8,892.03 - 12,225.26 D. Closing Stock Garment In Pcs. 30.35 10,407.43 29.16 10,690.57 Fabric In Mtrs. 24.98 1,384.21 57.63 1,573.16 Others - - 1,517.69 - 950.04

* Purchase Quantity includes Production Quantity Garments 11.57 lakhs pcs & Fabrics 506.59 lakhs meters (P.Y Garments 13.87 lakhs pcs & Fabrics 566.45 lakhs meters)** Sales Quantity is inclusive of samples, free gifts, shortages etc.

(Rs. in Lacs)


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Annexure ‘C’

Details of purchases / Sales / Closing Balance of Bonds during the year 1st April 2010 to 31st March 2011

(Rs.in Lacs)

Name of Company Face Value

Opening Bal-ance

Purchase During Period

Sold During Pe-riod

Balance as on 31.03.2011

Units Amount Units Amount Units Amount Units Amount

10.20% Seri Infrastucture Finance Ltd 10,00,000 - - 54 545.43 54 548.60 - -

10.75%DPSC Bonds (03.11.2018) 2,00,000 - - 520 1,049.46 - - 520 1,049.46

10.90% Tata Motors Finance Limited 5,00,000 94 470.28 22 113.77 116 619.13 - -

11.25% DCB Bonds 30/4/2015 10,00,000 85 850.00 - - 85 919.06 - -

12.25% Shriram Transport Finance Co 10,00,000 - - 57 629.56 57 630.48 - -

7.55% NHB Bonds 12/07/2013 10,00,000 - - 27 274.30 27 274.44 - -

7.75% REC Bonds 17/11/2012 10,00,000 40 400.79 - - 40 405.49 - -

8.55% IIFCL Bonds 03.11.2014 10,00,000 1 10.07 - - - - 1 10.07

8.60% PFC Bonds 07/08/2014 10,00,000 17 177.25 - - 17 177.16 - -

8.64% TNEB Bonds (29.03.2020) 10,00,000 28 280.00 30 302.29 58 589.23 - -

8.75% REC Bonds (08.06.2025) 10,00,000 - - 27 270.33 27 276.41 - -

8.83% IFRC Bonds ( 14.05.2032) 10,00,000 - - 14 142.04 14 141.67 - -

8.83% IRFC Bonds (14.05.2031) 10,00,000 - - 100 1,001.41 100 1,014.27 - -

8.83% IRFC Bonds (14.05.2033) 10,00,000 - - 58 591.99 58 599.67 - -

8.90% IDFC (9.04.2025) 10,00,000 - - 10 100.49 10 101.00 - -

9.10% Canara Bank 10,00,000 - - 9 96.30 9 96.73 - -

9.13% NACIL Bonds ( 26.03.2020) 10,00,000 - - 86 918.79 86 924.82 - -

9.70% IFCI Bonds ( 04.05.2030) 10,00,000 - - 5 50.13 5 52.58 - -

9.70% IFCI Bonds ( 18.05.2030) 10,00,000 - - 18 180.72 18 188.63 - -

9.75% IFCI Bonds 25/01/2025 10,00,000 100 1,018.20 - - 100 1,026.73 - -

Aircel CP (30.05.2011) 5,00,000 - - 280 1,188.11 273 1,142.38 7 67.83

CD OBC 05/04/2011 1,00,000 - - 120 118.13 120 118.83 - -

12.50% Magma Fincorp Ltd 10,00,000 - - 34 346.24 14 142.51 20 203.89

10 % Punj Llyod limited 10/03/2014 1,00,000 - - 20 21.44 - - 20 21.44

8.84% Power Grid Corporation 12,50,000 - - 3 40.04 3 36.79 - -

8.80% CBI Bonds 23/06/2024 10,00,000 - - 3 30.90 3 30.95 - -

9.35% IDFC Bonds 17/02/2026 10,00,000 - - 14 140.39 14 140.46 - -

Water and Sanitation Pooled Fund 1,00,000 - - 40 41.54 - - 40 41.54 Total 365 3,206.60 1,551 8,193.81 1,308 10,198.02 608 1,394.23

Annexure ‘C’ (contd.)

Details of purchases / Sales / Closing Balance of Bonds during the year 1st April 2009 to 31st March 2010

(Rs.in Lacs)

Name of Company Face Value

Opening BalancePurchase During

PeriodSold During

PeriodBalance as on

31.03.2011 Units Amount Units Amount Units Amount Units Amount

10% WBIDFC Bonds 31.08.2010 1 - - 365 373.91 365 374.22 - -

10.10% SBI Upper Tier II Bonds 10 - - 30 331.34 30 334.24 - -

10.20% IFCI Bonds 30.06.2019 - - - 104 1,040.15 104 1,085.30 - -

10.20% SBI Upper Tier II Bonds 2022 10 - - 30 332.41 30 334.41 - -

10.40% TICSO Bonds 15.05.2019 10 - - 100 1,033.87 100 1,039.10 - -

10.90% Tata Motors Finance Limited 5 - - 200 1,000.60 106 531.28 94 470.28

11.25% PFC Bonds 28/11/2018 10 - - 95 1,189.97 95 1,146.53 - -

11.25% DCB Bonds 30/4/2015 10 - - 111 1,110.00 26 269.51 85 850.00

11.95% HDFC Ltd. Bonds 26.11.2018 10 - - 50 617.97 50 627.94 - -

12% IIBL SLR Bonds 13.01.2012 0 - - 22,000 252.08 22,000 254.61 - -

12.60% Shriram Transport Finance Bond 1 - - 500 599.11 500 599.97 - -

6.85% IIFCL Bonds 20.03.2014 1 1,725 1,726.75 - - 1,725 1,742.93 - -

7% REC Bonds 02/06/2012 10 - - 85 840.25 85 843.81 - -

7.70% REC Bonds 02.06.2014 10 - - 45 450.08 45 458.16 - -

7.75% REC Bonds 17.11.2012 10 - - 40 400.79 - - 40 400.79

7.90% REC Bonds 06.10.2012 - - - 50 500.32 50 503.48 - -

8.10% IIFCL Bonds 08/04/2024 10 - - 182 1,857.11 182 1,895.68 - -

8.40% ONGC Vidhesh Ltd Bonds 23/12/2014

10 - - 76 762.52 76 763.57 - -

8.50% IRFC Bonds 26.12.2023 10 - - 100 996.20 100 1,017.70 - -

8.50% NPCIL Bonds 16/11/2019 10 - - 32 320.98 32 327.11 - -

8.55% IIFCL Bonds 03.11.2014 10 - - 21 210.45 20 204.10 1 10.07

8.55% IRFC Bonds 15.01.2019 10 - - 6 63.01 6 62.62 - -

8.60% PFC Bonds 07/08/2014 10 - - 17 177.25 - - 17 177.25

8.65% IRFC Bonds 15.01.2024 10 - - 36 380.38 36 371.09 - -

8.65% REC Bonds 15.01.2019 10 51 497.13 - - 51 502.52 - -

8.70% Punjab & Sindh Bank 10 - - 72 724.43 72 732.22 - -

8.75 % IDFC Bonds 17/12/2019 10 - - 80 800.00 80 800.19 - -

8.90% IDBI Upper Tier II Bonds 19.11.2024 10 - - 16 160.35 16 163.32 - -

9% IDBI Bonds 25.09.2024 10 - - 46 462.28 46 466.02 - -

9.10% SBM Perpetual Bonds 10 - - 15 150.26 15 152.73 - -

9.15% BOB Perpetual Bonds 10 - - 42 420.95 42 431.10 - -

9.20% HDFC Bonds 07.02.2018 10 - - 46 495.24 46 495.54 - -

9.20% IDBI Perpetual Bonds 10 - - 80 800.00 80 800.53 - -

9.24% IOB Bonds 05/09/2021 10 - - 72 788.58 72 790.96 - -

9.30% IOB Perpetual Bond 10 - - 200 2,000.00 200 2,004.26 - -

9.30% UBI Bonds 25.03.2019 10 - - 15 153.95 15 155.34 - -

9.60% GE Shipping Bonds 10/11/2019 10 - - 19 190.80 19 195.36 - -

9.75% IFCI Bonds 25/01/2025 10 - - 153 1,548.99 53 536.99 100 1,018.20

9.85% REC Bonds 28.09.2017 10 - - 110 1,270.72 110 1,281.27 - -

PNB Housing Finance Ltd 10 - - - 490.00 - 495.58 - -

The Great Eastern Shipping Co Ltd 10 - - 100 1,000.00 100 1,004.22 - -

Tamil Nadu Electricity Booard - - - 28 280.00 - - 28 280.00 Total 1,776 2,223.89 25,369 26,577.28 26,780 25,795.53 365 3,206.60


Schedules forming Part of Accountsfor the year ended 31st March, 2011

Balance Sheet Abstract and Company’s General Business Profile

I. Registration Details

Registration No 11 - 111924 State Code 11

Balance Sheet Date 31 03 2011 Date Month Year

II. Capital raised during the year (Rs. in Thousands)

Public Issue Nil Rights Issue Nil

Bonus Issue Nil Private Placement / Nil Promoters Contribution Call Unpaid Received Nil (Including Premium & Warrant Issued)

III. Position of Mobilisation and Deployment of Funds (Rs. in Thousands)

Total Liabilities 9819635 Total Assets 9819635

Source of Funds

Paid-up Capital 228714 Reserves and Surplus 7098125

Secured Loans 2395388 Unsecured Loans 97408

Application of Funds

Net Fixed Assets (Including CWIP) 664088 Investments 2901835

Net Current Assets 6190123

Accumulated Losses Deferred Tax Assets 63589

IV. Performance of Company (Rs. in Thousands)

Turnover and Income 5826028 Total Expenditure 5395272

Profit / (Loss) Before Tax 430756 Profit / (Loss) After Tax 334054

Earning Per Share in (Rs.) 2.92 Dividend Rate % 12.50%

V. Generic Names of Three Principal Products/Services of Company (As Per Monetary Terms)

Item Code No. (ITC Code)

Product Description GarmeNts accessories etc

Signatories to Schedule “1” to “18”

For and on behalf of Board of Director

Salil Chaturvedi Deep Gupta

Dy. Managing Director Whole Time Director

Place: Mumbai Mukesh Khaitan J.K. Jain

Date: 30th May, 2011 Company Secretary Vice President Finance

Auditors’ Report on (Consolidated) Financial StatementsAuditor’s Report to the Board of Directors of Provogue (India) Limited on the Consolidated Financial Statements of Provogue (India) Limited, its Subsidiaries and its interest in Joint Ventures through its Subsidiaries.

We have audited the attached Consolidated Balance Sheet of Provogue (India) Limited (hereinafter referred as “the Company”), the holding Company, its subsidiaries and its interest in joint ventures through its subsidiaries (hereinafter collectively referred to as “the Group”) as at 31st March, 2011, the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date prepared in accordance with the accounting principles generally accepted in India. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit

1. We conducted our audit in accordance with generally accepted auditing standards in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21, “Consolidated Financial Statements” and Accounting Standard 27 “Financial Reporting of Interest in Joint Ventures” notified pursuant to the Companies (Accounting Standards) Rules, 2006 and on basis of the separate audited financial statement of the Company , its subsidiaries and joint ventures of its subsidiaries included in the Consolidated Financial Statements.

3. We did not audit the financial statements of six subsidiaries viz., Prozone Liberty International Limited, Prozone International Limited, Provogue Holding Limited, Prozone Overseas Pte Ltd., Prozone International Coimbatore Limited(all incorporated in Singapore) and Elite Team Trading Limited (incorporated in Hongkong) whose financial statements reflect the Group share of total net assets of Rs. 59,552.45 lacs as at 31st March 2011 and Group share of total revenue of Rs. 10,988.86 lacs and net cash inflow amounting to Rs. 657.88 lacs for the year ended at that date, as considered in the Consolidated Financial Statements.

These Financial Statements and other Financial Information’s of the subsidiaries have been audited by other auditors, whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect of the subsidiaries, is based solely on the report of the other auditors.

4. The financial statements of the joint venture of its subsidiary viz., Emerald Buildhome Private Limited are unaudited for the year and which reflects total net assets of Rs. 2241.69 lacs as at 31st March 2011, total revenue of Rs. Nil and net cash outflow amounting to Rs. 0.23 lacs for the year ended at that date.

5. On the basis of the information and explanations given to us and on the consideration of the separate audit reports on individual audited financial statements of the Company, its subsidiaries and joint ventures of its subsidiaries, we are of the opinion that the consolidated financial statements give a true and fair view:

(a) In case of the consolidated Balance Sheet, of the consolidated state of affairs of the Group as at 31st March, 2011 ;

(b) In case of the consolidated Profit and Loss Account, of the consolidated results of operations of the Group for the year then ended; and

(c) In case of the consolidated Cash Flow Statement, of the consolidated cash flows of the Group for the year ended on that date.





Consolidated Balance Sheetas at 31st March, 2011

(Rs. in Lacs)

ParticularsSchedules

As at 31.03.2011

As at 31.03.2010

I. SOURCES OF FUNDS Share Holders Funds

Share Capital 1 2,287.14 2,287.14 Share Application Money - 46.55 Reserves & Surplus 2 99,927.56 80,837.69

1,02,214.70 83,171.38

Minority Interest 3 28,671.11 21,237.70

Loan Funds

Secured Loans 4 32,567.76 37,691.67 Unsecured Loans 5 5,186.67 1,901.33

37,754.43 39,593.00

1,68,640.24 1,44,002.08II. APPLICATION OF FUNDS Fixed Assets 6 Gross Block 63,279.56 39,492.84 Less : Depreciation 6,261.85 4,402.03 Net Block 57,017.71 35,090.81

Capital Work in progress including capital advances 9,621.87 29,803.67 Share in Joint Ventures 140.56 140.36

66,780.14 65,034.84

Goodwill on Consolidation 7 11,808.85 8,484.61

Investments 8 16,447.34 11,511.18

Deferred Tax Assets (Net) 1,548.86 474.37

Current Assets, Loans & Advances

Inventories 9 31,892.54 22,469.35 Sundry Debtors 10 21,625.25 15,142.86 Cash & Bank Balances 11 3,448.67 4,142.50 Loans & Advances 12 26,686.88 26,134.77

83,653.34 67,889.48

Less : Current Liabilties & Provisions 13 11,598.29 9,392.40 Net Current Assets 72,055.05 58,497.08

1,68,640.24 1,44,002.08Significant Accounting Policies & Notes on Accounts 20





Consolidated Profit & Loss Account for the year ended 31st March 2011

(Rs. in Lacs)

ParticularsSchedules



A. INCOME

Operational Income 14 69,006.18 49,328.90

Other Income 15 1,906.32 2,620.79

70,912.50 51,949.69

B. EXPENDITURE

Cost of Materials 16 47,536.78 30,888.33

Personnel Expenses 17 2,048.63 1,949.65

Manufacturing and Other Expenses 18 11,903.54 12,335.59

Interest & Financial Charges 19 3,664.42 2,002.24


67,964.70 48,639.86 Profit before tax and prior period adjustments 2,947.80 3,309.83

Loss on discard of certain assets (844.99) -

Prior Period Items (8.60) 43.19 Profit before Tax 2,094.21 3,353.02 Less/(Add) : Provision for Tax

-Current Tax 1,269.64 1,305.53

-Deferred Tax Liability/ (Assets) (1,074.49) (70.86)

-Tax of earlier years 120.33 (12.74) Profit After Tax 1,778.72 2,131.09

Less/( Add) : Minority Interest (839.05) 32.21

Balance brought forward 11,301.14 10,378.34 Appropriations :

Amount utilised for Share Buy Back - 709.39

Proposed Dividend 285.89 228.71

Dividend Distribution Tax 46.38 37.99

Transfer to General Reseve 200.00 200.00

Balance Carried to Balance Sheet 13,386.64 11,301.14 Earning Per Share of Rs. 2 each

Basic 2.29 1.81

Diluted 2.29 1.81

Significant Accounting Policies & Notes on Accounts 20







(Rs. in Lacs)


31.03.11 Year ended

31.03.10

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit \(Loss)before tax and before extraordinary items 2,947.80 3,309.84

Adjustments for :


Provision for Doubtful Debts 4.99 21.02

Debtors written off 23.46 -

Provision for Doubtful Advances - 158.00

Financing Charges 3,664.42 2,002.24

Loss on sale / discard of fixed assts 162.26 27.45

Lease Rental Adjustments - Unbilled Revenue (86.67) -

Profit on sale of Fixed Assets - (0.06)

Interest Received (1,409.50) (1,943.53)

Dividends (243.08) (429.66)

Profit on sale of investments (218.04) (215.26)

Exchange difference arising on Consolidation (79.98) (276.02)

Unrealised (Gain) / Loss on Foreign Exchange Fluctuations (110.58) 43.23 Operating profit before working Capital Changes 7,466.41 4,161.30

Adjustments for :

Trade and other receivables (6,510.84) (5,851.12)

Inventories (5,827.32) (3,510.92)

Trade Payables 2,140.33 3,053.65

Loans and Advances (1,077.36) (2,489.10) Cash (Outflow) from operations (3,808.77) (4,636.19)

Direct Tax {Net of Refunds} (1,408.51) (1,388.23) Cash (Outflow) before Prior Period Adjustments (5,217.29) (6,024.43)

Prior Period adjustments (8.60) 43.19 (5,225.89) (5,981.23)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (9,003.57) (6,612.40)

Capital Work in Progress (637.67) (7,003.74)

Advance against Capital Goods 1,065.87 (1,312.50)

Intercorporate Deposits (335.79) 1,768.09

Cost for acquisition of Subsidaries (10,719.67) (5,075.97)

Loan to Joint Ventures - (0.92)

Purchase of Investments (70,230.03) (1,03,979.51)

Deposits (99.63) 27.28

Sale of investments 65,511.91 1,12,699.76

Dividends 243.08 429.66

Sale of Fixed Assets 481.48 -

Interest Received 1,409.50 1,943.53 Net Cash used in Investment Activities (22,314.52) (7,116.72)


ParticularsYear ended

31.03.11 Year ended

31.03.10

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Issue of Share Capital - (1,239.39)

Proceeds from Share Application Money (46.55) -

Proceeds from Other Borrowings (1,838.57) 14,583.20

Proceeds from issue of shares to minority 32,551.19 -

Proceeds from Securities Premium 1.04 -

Share Issue Expenses - (1.04)

Financing Charges (3,664.42) (2,002.24)

Dividend Paid including Tax thereon (266.70) (408.57) Net Cash used from Financing Activities 26,735.99 10,931.96

Net (decrease) increase in Cash and Cash Equivalents (804.41) (2,166.01)

Add / (Less):- Unrealised Foreign Exchange Fluctuations 110.58 (43.23)

Cash and Cash Equivalents (Opening) 4,142.50 6,351.74

Cash and Cash Equivalents (Closing) 3,448.67 4,142.50

Note :1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting

Standard - 3 on Cash Flow Statement 2 Cash and Cash Equivalents at the end of the year consist of cash in hand and balances with banks are as follows :

(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Cash in Hand 77.01 71.11

Balances with Bank 3,371.66 4,071.39 3,448.67 4,142.50





(Rs. in Lacs)


Schedules to the Consolidated Financial StatementsAs at 31st March, 2011

(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010 Schedule “1” : Share Capital Authorised 165,000,000 Equity Shares of Rs. 2/- each 3,300.00 3,300.00

3,300.00 3,300.00 Issued, Subscribed & Paid up 114,357,095 Equity Shares of Rs. 2/- each fully paid up 2,287.14 2,287.14 Of the abovei) 7,057,886 Equity Shares (of Rs 10 each fully paid) have been

issued as Bonus Shares by Capitalisation of Reserves in the financial year 2004-05

ii) 2,900,000 Equity Shares (of Rs 10 each fully paid) have been issued as preferential allotment at a premium of Rs 440 per share in the financial year 2006-07

iii) 1,333,733 Equity Shares (of Rs 10 each fully paid) have been issued on conversion of the share warrant issued at Rs 450 in ratio of one share per warrant in the financial years 2007-08 and 2008-09

iv) 2,850,000 Equity Shares (of Rs 10 each fully paid) have been issued as preferential allotment at a premium of Rs 1090 per share in the financial year 2008-09

v) The Company has sub divided the Equity Share of Rs 10 each (fully paid up) into 5 (five) equity shares of Rs 2 each (fully paid up) based on the approval of the share holders in the Annual General Meeting held on 15th September 2008.

vi) 2,049,610 Equity Shares of Rs 2 each have been extinguished under Buy Back Scheme in the financial year 2009-10

2,287.14 2,287.14 Schedule “2” : Reserves & Surplus Capital Reserve Opening Balance 11,386.95 9,754.55 Add : Capital Reserve on consolidation 16,884.34 - Add : Capital Reserve on Forfeiture of Share Warrant - 1,632.40 Closing Balance 28,271.29 11,386.95 Capital Redemption Reserve Opening Balance 40.99 - Add: Transferred from General Reserve - 40.99 Closing Balance 40.99 40.99 Securities Premium Opening Balance 56,839.44 56,840.48 Add : On further issue of shares - -

56,839.44 56,840.48 Less : Share Issue Expenses - 1.04 Closing Balance 56,839.44 56,839.44 General Reserve Opening Balance 209.36 539.36 Add: Transfer during the year 200.00 200.00 Less: Amount transferred to Capital Redemption Reserve - 40.99 Less: Amount withdrawn for Shares Buy Back - 489.01 Closing Balance 409.36 209.36 Foreign Exchange Translation Reserve 979.84 1,059.82 Balance of Profit & Loss Account 13,386.64 11,301.13

99,927.56 80,837.69


(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “3”: Minority Interest Opening balance 21,237.70 23,224.32 Add\(Less) on account of Capital/ reserve 8,272.46 (2,018.83) Add\(Less) on account of P&L (839.05) 32.21

28,671.11 21,237.70

Schedule “4” : Secured Loans Term Loan From Banks 15,988.85 24,962.49 Interest Accrued & Due 80.03 48.64

16,068.88 25,011.13 Working Capital Loans From Banks 16,346.97 12,445.25 Hire Purchase Loans 151.91 235.29

32,567.76 37,691.67

Schedule “5” : Unsecured Loans Short Term Loans & Advances Intercorporate Deposits 877.08 877.08 From Banks 3,177.62 438.77 From Directors/Shareholders 4.90 5.56 Other Loans & Advances Trade Deposits 1,048.11 500.96

5,107.71 1,822.37 Share in Joint Ventures 78.96 78.96

5,186.67 1,901.33



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(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “7” : Goodwill on ConsolidationOpening balance 8,484.61 5,427.47 Add\(Less) on account of Capital/ reserve 3,324.24 3,057.14

11,808.85 8,484.61

Schedule “8” : Investments :-(A) Long Term Investments(a) Non Trade, UnquotedI) Investments in Shares (All a face value of Rs 10 each fully paid otherwise stated)(i) Parkville Multiplex Cinema Private Limited 0.25 0.25 2500 Equity Shares (ii) Anant Trexim Private Limited 40.00 40.00 40000 Equity Shares (iii) Golden Ingots Private Limited 100.00 100.00 20,000 Equity Shares of face value of Rs. 100 each fully paid up (iv) Jorko Polymers Private Limited 25.00 25.00 50000 Equity Shares (v) Madhujas Promotions Private Limited 10.00 10.00 12500 Equity Shares(vi) Trade Winds Impex Private Limited 25.00 25.00 20,000 Equity Shares(vii) Miracle Agro Pvt Ltd 450.00 450.00 4,50,000 Equity Shares of Face value of Rs.100 each fully paid up(viii) Indian Real Opportunity Venture Capital Fund

(Scheme: Milestone Domestic) 60.02 75.00

2,775 (PY 4,000) Units of face value of Rs. 1,000 each fully paid up(ix) Choice Realty Private Limited 650.00 650.00 1,00,000 Equity Shares(x) Rigveda Properties Limited 1,000.00 1,000.00 50,000 Equity Shares(xi) Sojatia Auto Private Limited 160.88 160.88 16,500 Equity Shares of Face value of Rs 100 each fully paid up(xii) Ojas Industries Limited 310.00 310.00 3,10,000 Equity Shares(xiii) Sneh Shares & Securities Private Limited 690.00 690.00 40,00,000 Equity Shares(xiv) Presage Technopower Private Limited 0.35 - 3,514 (PY Nil) Equity Shares(xv) Phenil Sugars Private Limited 12,00,000 (PY Nil) 6% Cumulative Redeemable Preference

Shares of Rs. 100 each fully paid up 1,603.00 -

2,38,000 (PY Nil) 8.25% Cumulative Redeemable Preference Shares of Rs. 100 each fully paid up

327.00 -



(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “8” : Investments :- (Contd.)

(b) Non-Trade, Quoted 4.05 4.05 Andhra Bank - - (4,505 Shares of face value of Rs. 10 Each fully paid up) (B) Current Investments (a) Investments in Mutual Funds Liquid Funds (Annexure - A) 6,104.92 4,764.40(b) Investments in Bonds (Annexure - B) 4,886.87 3,206.60

16,447.34 11,511.18

Note:Market Value of Quoted Investments 6.80 4.87Aggregate Value of Quoted Investments 4.05 4.05 Aggregate Value of Unquoted Investments 16,443.29 11,057.13

Schedule “9” : Inventories (As taken, valued & certified by the Management)

Finished Goods 13,358.22 13,647.39 Raw Materials 13,079.73 8,379.73 Accessories & Packing Materials 136.03 120.26 Work-in-Process 662.57 321.97 Construction WIP 4,655.99 -

31,892.54 22,469.35

Schedule “10” : Sundry Debtors

(Unsecured)(a) Debts due for more than six months Considered Good 3,228.96 451.61 Considered Doubtful 35.61 48.03

3,264.57 499.64 Less : Provision for Doubtful Debts 35.61 48.03

3,228.96 451.61 (b) Other Debts (Considered Good) 18,396.29 14,691.25

21,625.25 15,142.86

Schedule “11” : Cash & Bank Balances :-

Cash on Hand 77.01 71.11Balance with Scheduled Banks i) In Current Accounts 1,546.43 3,030.58ii) In Fixed Deposits Accounts 1,818.15 1,033.46

3,441.59 4,135.15 Add:- Share in Joint Ventures 7.08 7.35

3,448.67 4,142.50


(Rs. in Lacs)

Particulars As at

31.03.2011 As at

31.03.2010

Schedule “12” : Loans & Advances(Unsecured, Considered Good)Loans Other 14,070.26 13,734.47 Advance Against Property 1,159.13 2,225.00 Advance recoverable in cash or in kind or for value to be received 9,006.28 7,928.92 Lease Rental Adjustments - Unbilled Revenue 86.67 - Loan to Joint Ventures 313.41 313.41 Deposits 1,344.94 1,245.32 Advance Tax & TDS (Net) 518.94 500.40

26,499.63 25,947.52 (Unsecured, Considered Doubtful)Advance recoverable in cash or in kind or for value to be received 407.65 571.73 Less: Provision for Doubtful Advances 407.65 571.73

- - Add:- Share in Joint Ventures 187.25 187.25

26,686.88 26,134.77

Schedule “13” : Current Liabilties & ProvisionsCurrent LiabilitiesSundry Creditors Due to Micro, Small & Medium Enterprises - 21.36 Due to Others 9,299.48 7,349.64 Other Liabilities 1,861.98 1,656.47 ProvisionsProvision for Gratuity 56.69 46.59 Provision for Leave Encashment 47.84 51.60 Proposed Dividend 285.89 228.71 Provision for Dividend Distribution Tax 46.37 37.99

11,598.25 9,392.36 Add:- Share in Joint Ventures 0.04 0.04

11,598.29 9,392.40



(Rs. in Lacs)



Schedule “14” : Operational Income Sales 66,139.92 47,418.06 Less :- Excise Duty 13.33 -

66,126.59 47,418.06 Export Benefits & Incentives 1,096.93 1,354.88 Gain on Foreign Exchange Fluctuations (Net) 314.32 - Other Operating Income 1,468.34 555.96

69,006.18 49,328.90

Schedule “15” : Other Income Dividend 243.08 429.66 Interest Income 1,409.50 1,943.53 Profit on sale of Investment 218.04 215.26 Miscellaneous Income 35.70 32.29 Profit on sale of Fixed Assets - 0.06

1,906.32 2,620.79 Schedule “16” : Cost of Materials

(a) Raw Materials Opening Stocks 8,379.73 7,940.50 Add : Purchases 24,176.10 17,643.36

32,555.83 25,583.86 Less : Closing Stocks 13,079.73 8,379.73

19,476.10 17,204.13 (b) Accessories & Packing Materials Opening Stocks 120.26 116.55 Add : Purchases 404.47 545.38

524.73 661.92 Less : Closing Stocks 136.03 120.26

388.70 541.66 (c) Traded Goods 27,723.41 16,224.33 (d) (Increase)/Decrease in Work-in-Process and Finished

Goods Opening Stock - Work-in-Process 321.97 279.04 -Finished Goods 13,647.39 10,608.53

13,969.36 10,887.57 Less : Closing Stock - Work-in-Process 662.57 321.97 -Finished Goods 13,358.22 13,647.39

14,020.79 13,969.36

(Increase) / Decrease in Stocks (51.43) (3,081.79)

Cost of Materials (a+b+c+d) 47,536.78 30,888.33


(Rs. in Lacs)



Schedule "17" : Personnel Expenses Salaries Wages & Bonus 1,876.23 1,809.86 Contribution to PF & Other Funds 74.82 71.01 Workmen & Staff Welfare 97.58 68.78

2,048.63 1,949.65 Add: Share in Joint Ventures - -

2,048.63 1,949.65 Schedule “18” : Manufacturing & Other Expenses Processing Charges 2,773.76 3,033.20 Power & Fuel 35.76 38.71 Repairs and Maintenance-Building 3.31 7.05 -Plant and Machinery 48.67 9.76 -Others 227.81 419.64 Rent (Net) 2,046.63 1,935.29 Rates & Taxes 48.01 393.05 Insurance 71.55 43.04 Travelling & Conveyance 354.94 442.59 Communication Costs 116.75 156.87 Printing & Stationery 64.08 75.61 Electricity Charges 449.76 428.23 Mall Maintenance expenses Charges 359.06 - Legal & Professional Fees 434.79 612.62 Directors' Remuneration 381.25 232.29 Auditors Remuneration 97.38 91.37 Commission 365.04 363.39 Advertisement & Sales Promotion Expenses 1,806.74 2,064.07 Customer Relation Expenses 74.01 50.89 Studio Expenses 169.03 182.70 Transportation, Freight & Handling Charges 880.38 769.57 Sales Tax / VAT 788.40 722.34 Gain on Foreign Exchange Fluctuations (Net) - 43.23 Provision for Doubtful Debts 4.99 21.02 Provision for Doubtful Advances - 158.00 Loss on sale/discard of Fixed Assets 162.26 27.45 Miscellaneous Expenses 139.11 220.44

11,903.47 12,542.41 Less: Elimination of the cost of services rendered to subsidiaries - 206.86 Add:- Share in Joint Ventures 0.07 0.04

11,903.54 12,335.59 Schedule "19" : Interest & Financial Charges Interest on Fixed Loans 1,941.96 656.36 Interest on Other Loans 1,454.56 1,065.46 Lease Charges - 0.63 Bank Charges 435.00 279.79

3,831.52 2,002.24 Less:- Transferred to Project Inventory (167.10) - Add:- Share in joint venture - -

3,664.42 2,002.24




1. (A) Basis Of Accounting :

a) The Financial Statements have been prepared in compliance with the Accounting Standards notified by Companies (Accounting Standard) Rules 2006 and the relevant provisions of the Companies Act, 1956 in all material aspects.

b) Financial Statements are based on historical cost convention and are prepared on accrual basis

(B) Significant Accounting Policies:

(a) Principles Of Consolidation:

The Consolidated Financials Results comprise of the financial statements of Provogue (India) Limited and its subsidiaries, which are consolidated in accordance with Accounting Standard 21 on Consolidat-ed Financial Statements notified pursuant to the Companies (Accounting Standards) Rules, 2006. The Subsidiaries proportionate share in the results of both Joint Venture Companies viz. Emerald Buildhome Private Limited (unaudited) and Moontown Trading Company Private Limited (audited) are consolidated in accordance with Accounting Standard 27 on Financial Reporting of Interests in Joint Ventures.

The Consolidated Financial Statements relate to Provogue (India) Limited (‘The Company’) and its Sub-sidiaries and Joint Ventures of Subsidiaries have been prepared on the following basis:

i) The financial statements of the Company and its subsidiaries have been combined on a line-by-line basis by adding together the balances of like items of assets, liabilities, income and expenditure after fully eliminating the intra-group balances and intra-group transactions resulting in unrealized profit or loss.

ii) The financial statements of the Company and its Joint Ventures have been consolidated using the proportionate consolidation method

iii) The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent pos-sible, in the same manner as the Company’s separate financial statements.

iv) While preparing Consolidated Financial Statements, the foreign exchange adjustments have been carried out as per Accounting Standard 11 – “Accounting for effects of changes in Foreign Ex-change Rates” on following basis:

a) The summarized revenue and expenses transactions at the year-end reflected in Profit and Loss Account of the foreign subsidiaries, which are stated in the currency of their domicile, are translated into Indian Rupees at an average exchange rate.

b) All monetary and non-monetary items reflected in the Balance Sheet of the foreign subsidiaries which are stated in the currency of their domicile, are translated into Indian Rupees at the year-end closing exchange rate.

c) The resultant translation exchange gain/loss in case of non-integral foreign operations is dis-closed as Foreign Exchange Translation Reserve in Reserves & Surplus Schedule in the Ac-counts.

v) The excess of cost to the Company of its investments in the subsidiaries over its portion of equity of subsidiaries at the dates they become subsidiaries is recognized in the financial statements as goodwill.

vi) The excess of Company’s portion of equity of the subsidiaries over the cost to the Company of its investments at the dates they become subsidiaries is recognized in the financial statements as capital reserve.

(b) Other Significant Accounting Policies:

a) Revenue Recognition:

i. Revenue is recognized when it is earned and no significant uncertainty exists as to its realiza-tion or collection.



ii. Revenue in respect of export sales is recognized on shipment of products.

iii. Income earned by way of leasing or renting out of commercial premises is recognised as in-come in accordance with Accounting Standard 19 on “Leases” (AS 19). Initial direct costs are recognised as expense on accrual basis in Profit and Loss Account.

iv. Interest is recognized on a time proportion basis taking in to account the amount outstanding and the rate applicable.

v. Dividend income is recognised when the right to receive payment is established.

b) Fixed Assets:

i. Fixed Assets are stated at cost less accumulated depreciation and impairments loss, if any. Cost comprises the purchase price and any attributable cost of bringing the assets to its work-ing condition for intended use. Indirect preoperative expenses and borrowing costs attributable to construction or acquisition of Fixed Assets for the period up to the completion of construc-tion or acquisition of Fixed Assets are capitalised.

ii. Intangible fixed assets are recognised only if they are separately identifiable and the Company controls the future economic benefits arising out of them. Intangible assets are stated at cost less accumulated amortisation and impairment.

c) Impairment of Fixed Assets:

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identi-fied as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

d) Depreciation:

a) Tangible Assets

i. Depreciation on all Fixed Assets, except Furniture and Fixtures at Studios, is provided on ‘Written Down Value Method’ at the rates and in the manner prescribed in the Schedule XIV of the Companies Act, 1956.

ii. Depreciation on Furniture and Fixtures at Studios is amortized equally over a period of six years from the date of capitalization.

iii. Fixed assets acquired on lease basis are amortized over the period of the lease term.

iv. Fixed Assets at advertisement sites are amortized over the license period of the respective sites.

b) Intangible Assets

Trade Mark is amortised on Straight Line Method over a period of ten years.

e) Inventories:

Inventories are valued as follows:

i. Finished Goods are valued at lower of cost or net realizable value. *

ii. Work-in-Process are valued at lower of cost or net realisable value. *

iii. Raw Materials are valued at lower of cost or net realizable value. **

iv. Accessories and Packing Materials are valued at lower of cost or net realizable value.

v. Publicity Materials are valued at cost.

* Cost is arrived at on full absorption basis as per Accounting Standard - 2 “Valuation of In-ventories.

** Cost is arrived at on weighted average cost method.


f) Investments:

Investments that is intended to be held for more than a year from the date of acquisition are classi-fied as long term investments and are carried at cost less any provision for permanent diminution in value. Investments other than long term investments being current investments are valued at cost or fair market value whichever is lower.

g) Borrowing Costs:-

Borrowing costs are recognised as an expense in the period in which they are incurred except the borrowing cost attributable to be acquisitions\ constructions of a qualifying assets which are capi-talised as a part of the cost of the fixed assets, upto the date, the assets are ready for its intended use.

h) Miscellaneous Expenditure:

i) Preliminary expenses are amortized in the year in which they are incurred.

ii) Expenses on preferential issue of shares/warrants are written off against the securities pre-mium received.

i) Employee Benefits:

i) Company’s contribution to Provident Fund and other Funds for the year is accounted on ac-crual basis and charged to the Profit & Loss Account for the year.

ii) Liability for leave encashment benefits has been provided on accrual basis.

iii) Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are provided on the basis of the actuarial valuation, using the projected unit credit method as at the date of the Balance Sheet.

j) Provisions and Contingent Liabilities:

The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, requires an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

k) Use of Estimates:

The preparation of financial statements in conformity with Generally Accepted Accounting Princi-ples requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the financial statements and the reported amounts of revenues and expenses during the reporting period.

Difference between actual results and estimates are recognized in the periods in which the results are known/ materialize.

l) Foreign Currency Transactions:

i) The transactions in foreign currencies on revenue accounts are stated at the rate of exchange prevailing on the date of transactions.

ii) The difference on account of fluctuation in the rate of exchange, prevailing on the date of trans-action and the date of realization is charged to the Profit & Loss Account.

iii) Non monetary foreign currency items are carried at cost.

iv) Differences on translation of Current Assets and Current Liabilities remaining unsettled at the year-end are recognized in the Profit and Loss Account.

v) The premium in respect of forward exchange contract is amortized over the life of the contract.





The net gain or loss on account of any exchange difference, cancellation or renewal of such forward exchange contracts is recognized in the Profit & Loss Account.

m) Accounting for Taxation of Income :

Current Taxes:

Provision for current income-tax is recognized in accordance with the provisions of Indian Income- tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions.

Deferred Taxes:

Deferred tax assets resulting from “timing difference” between taxable and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the bal-ance sheet date. Deferred tax asset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will be realised in future.

2. Companies considered in the consolidated financial statement are

a) Subsidiaries:

Name of CompanyDate of

Becoming Subsidiary

Country of Incorpora-

tion

% Voting Power heldAs on

31.03.2011As on

31.03.2010Prozone Enterprises Private Limited (PEPL) 26-Dec-05 India 75.00 -

2 Shares75.00 -

2 SharesOmni Infrastructure Private Limited (OIPL) (1) 04-May-07 India 59.99 59.99Hagwood Commercial Developers PrivateLimited (HCDPL) (1) 07-May-07 India 61.50 100.00Alliance Mall Developers Co Private Limited (AMDPL) (2) 31-Aug-07 India 61.50 100.00Standard Mall Private Limited (SMPL) (2) 14-Sep-07 India 100.00 100.00Castle Mall Private Limited (CMPL) (4) 06-Oct-10 India 100.00 100.00Royal Mall Private Limited (RMPL) (2) 14-Sep-07 India 100.00 100.00Jaipur Festival City Private Limited (JFCPL) (2) 14-Sep-07 India 100.00 100.00Prozone Liberty International Ltd (PLIL) (2) 17-Oct-07 Singapore 100.00 100.00Prozone International Ltd (PIL) (3) 18-Oct-07 Singapore 100.00 69.64Pronet Interactive Private Limited (PIPL) 7-Nov-07 India 50.23 50.23Sporting and Outdoor Ad Agency Private Limited (SOAPL) 15-Jan-08 India 50.00+

2 Shares50.00+

2 SharesProzone Overseas Pte Ltd (POPL) (3) 23-Jan-08 Singapore 100.00 100.00Profab Fashions (India) Limited (PFIL) 20-Feb-08 India 100.00 100.00Oasis Fashion Limited (OFL) 20-Feb-08 India 100.00 100.00Probrand Enterprises Limited (PEL) 21-Feb-08 India 100.00 100.00Millennium Accessories Limited (MAL) 24-Feb-08 India 51.00 51.00Empire Mall Private Limited (EMPL) (1) 11-Mar-08 India 61.50 100.00Provogue Infrastructure Pvt. Ltd. (PPL) 2-Sep-08 India 100.00 100.00Provogue Holding Ltd. (PHL) 2-Sep-08 Singapore 100.00 100.00Flower Plants & Fruits (India) Pvt. Ltd. (FPFPL) 05-Feb-09 India 100.00 100.00Acme Advertisements Private Limited (AAPL) 01-April-09 India 100.00 100.00Elite Team Trading Limited – (ETTL) 01-June-09 Hongkong 100.00 100.00Prozone International Coimbatore Limited (PICL) (3) 01-Oct-09 Singapore 100.00 100.00Faridabad Festival City Private Limited (FFCPL) 20-Oct-09 India 73.00 100.00Meerut Festival City Private Limited (MFCPL) 20-Oct-09 India 100.00 100.00Brightland Developers Private Limited (BDPL) 10-Jan-11 India 100.00 -


b) Joint Ventures:

Name of CompanyCountry of Incorpora-

tion

% Voting Power heldAs on

31.03.2011As on

31.03.2010Emerald Buildhome Private Limited (EBPL) (1) India 50.00 50.00Moontown Trading Company Private Limited (MTCPL) (2) India 25.00 25.00

i. Held through Prozone International Limitedii. Held through Prozone Enterprises Private Limitediii. Held through Prozone Liberty International Limitediv. This was till previous year held through Prozone Enterprises Private Limited

3. Related Party Disclosures:

i) For the year ended 31st March 2011.

(a) Key Management Personnel

Mr. Nikhil Chaturvedi DirectorMr. Akhil Chaturvedi DirectorMr. Salil Chaturvedi DirectorMr. Deep Gupta DirectorMr. Nigam Patel DirectorMr. Rakesh Rawat DirectorMr. Rajesh Javalkar Director of SubsidiaryMr. Tanvir Shah Director of SubsidiaryMr. Mansoob Haider Director of SubsidiaryMr. Mahesh Khandelwal Director of Subsidiary

(b) Shareholders having substantial interest in the Subsidiary Company of Provogue (India) Limited.

Nailsfiled Limited (Incorporated in Mauritius)Calentie Fashions Private LimitedCybele Paradise Private Limited

(c) Relative of Director and Name of the enterprises having same Key Management Personnel and / or their relatives as the reporting enterprise with whom the Company has entered into transactions during the year.

Sporting & Outdoor SolutionsWinmax Technologies Private LimitedStarlight City Commercial Developers Private LimitedAcme ExportsKruti Multitrade Private Limited

(d) Joint Ventures & Co-ventures

Emerald Buildhome Private LimitedMoontown Trading Company Private LimitedShalom Voyagers Private Limited





(Rs. in Lacs)

Nature of TransactionsRefer to (a)

aboveRefer to (b)

aboveRefer to (c)

aboveRefer to (d)

above Purchases Nil 149.51 Nil Nil Directors Remuneration 408.00 Nil Nil NilReimbursement of Expenses Nil 9.13 0.12 NilProfessional Fees Rendered Nil 21.18 Nil Nil Repayment of Loans Taken Nil Nil 1.80 Nil Loans Received Back 0.66 Nil Nil NilShare Application Money Repaid Nil 36.50 Nil NilShare Application Money Given Nil Nil 5.99 NilShare Application Money Received Back Nil Nil 40.00 Nil Acquisition of Shares 1.00 Nil Nil NilAmount Outstanding as on 31st March 2011 Sundry Creditors Nil 174.62 Nil Nil Other Liabilities 49.57 10.05 Nil Nil Loans Payable 4.90 2.15 0.63 1729.49Sundry Debtors Nil Nil 26.74 Nil Other Receivables Nil Nil Nil 568.71Share Application Money Given Nil Nil 380.89 200.00

ii) For the year ended 31st March, 2010.

(a) Key Management Personnel

Mr. Nikhil Chaturvedi DirectorMr. Akhil Chaturvedi DirectorMr. Salil Chaturvedi DirectorMr. Deep Gupta DirectorMr. Nigam Patel DirectorMr. Rakesh Rawat DirectorMr. Rajesh Javalkar Director of SubsidiaryMr. Tanvir Shah Director of SubsidiaryMr. Mansoob Haider Director of Subsidiary

(b) Shareholders having substantial interest in the Subsidiary Company of Provogue (India) Limited.

Nailsfiled Limited (Incorporated in Mauritius)Ajanta Infrastructure Limited (upto 29th September 2009)Calentie Fashions Private Limited

(c) Relative of Director and Name of the enterprises having same Key Management Personnel and / or their relatives as the reporting enterprise with whom the Company has entered into transactions during the year.

Winmax Technologies Private LimitedAmanda Mall Developers Private LimitedBrightLand Developers Private LimitedFloro Mercantile Private LimitedTopspeed Trading Company Private LimitedSporting & Outdoor SolutionsStarlight City Commercial Developers Private LimitedAcme ExportsKruti Multitrade Private Limited


(d) Joint Ventures & Co-ventures

Emerald Buildhome Private LimitedMoontown Trading Company Private LimitedShalom Voyagers Private Limited

(Rs. in Lacs)

Nature of TransactionsRefer to (a)

aboveRefer to (b)

aboveRefer to (c)

aboveRefer to (d)

above Purchases Nil 6.54 4.06 Nil Directors Remuneration 259.20 Nil Nil Nil Unsecured Loans Taken Nil Nil 0.13 Nil Interest Paid on Unsecured Loans Nil Nil 4.67 Nil Repayment of Loans Taken 40.21 Nil 57.85 Nil Loans Granted Nil Nil Nil 1.22 Loans Received Back Nil Nil Nil 10.00Redemption of Debentures Nil 4000.00 Nil Nil Acquisition of Shares 1.00 Nil Nil Nil Amount Outstanding as on 31st March 2010 Sundry Creditors Nil Nil 2.25 Nil Other Liabilities 6.96 Nil Nil Nil Loans Payable 5.56 2.15 0.18 1729.49Sundry Debtors Nil Nil 26.98 Nil Other Receivables Nil Nil Nil 568.71Share Application Money Given Nil Nil 414.90 200.00Share Application Money Received Nil 46.55 Nil Nil

4. Employees Defined Benefits:

The disclosure as required under Accounting Standard 15 regarding the employee’s retirement benefits plan for gratuity is as follows:

Defined Benefit Plans – As per Actuarial Valuation on 31st March 2011.(Rs. in Lacs)

Particulars 31st March 2011 31st March 2010a) i) Present value of obligation

As at 1 April 2010 49.21 40.43Service Cost 7.13 21.30Interest Cost 3.71 2.84Actuarial loss on obligation 3.97 (14.23)Benefits paid (5.30) (1.14)As at 31 March 2011 58.72 49.21

Less: ii) Fair Value of Plan Assets

As at 1 April 2010 27.48 26.03Expected Return on Plan Assets less Loss on Investments 1.98 1.45Actuarial Gain / (Loss) on Plan Assets (0.76) (0.28)Employers' Contribution - 1.45Benefits paid (5.30) (1.14)Expected Return on Plan Assets less Loss on Investments 23.40 27.48Amount recognized in Balance Sheet 35.32 26.55

b) Expenses during the year Service Cost 7.10 21.30





Particulars 31st March 2011 31st March 2010Interest Cost 3.74 2.84Expected Return on Plan Assets 1.16 (1.82)Actuarial (Gain) / Loss 4.73 (13.54)Total 16.74 8.77

c) Actual Returns on Plan Assets 1.20 1.17d) Break up of Plan Assets as a percentage of total Plan As-

sets (Percentage or Value) Insurer Managed Funds 100% 100%

e) Principal actuarial assumptions Rate of Discounting 8.00% 7.00%-8.00%Expected Return on Plan Assets 8.00% 7.00%-8.00%Rate of increase in Salaries 5.00% 4.00%-5.00%

5. The premises have been taken on operating lease by entering in to non-cancellable Leave and License Agreements with various parties. The agreements have been entered for a period ranging from 11 to 36 months. The disclosure required to be made in accordance with Accounting Standard 19 on “Leases”.

i. Assets taken on operating lease:-

a) Future minimum lease payments under non-cancellable operating leases for the following periods:(Rs. in Lacs)

Particulars 31st March 2011 31st March 2010Minimum Lease PaymentNot later than one year 521.47 NilLater than one year but not later than five years 958.92 NilLater than five year Nil Nil

b) Lease payments recognised as an expense in the statement of profit and loss for the period Rs. 335.38 Lacs, on a straight line basis over the lease term.

ii. Assets given on operating lease:-

a) Future minimum lease payments receivable under non-cancellable operating leases in aggregate for the following periods:

(Rs. in Lacs)

Particulars As at 31st

March, 2011As at 31st

March 2010Not later than one year 1694.01 NilLater than one year and not later than five years 3255.66 NilLater than five years Nil NilLater than five years Nil Nil

b) Initial direct costs incurred on these leasing transactions have been recognised in the Profit and Loss Account.

6. Segment Reporting:

i. Primary (Business) Segment:

Basis of Preparation :- The Group has identified following business segments as reportable viz. Manu-facture & Trading of textile and related product, Infrastructure and Other Operations. Business seg-ments have been identified as reportable primary segments in accordance with Accounting Standard – 17 as prescribed under the Companies (Accounting Standards) Rules, 2006. taking into account the organization and internal reporting structure as well as evaluation of risks and returns from these seg-ments.

(Rs. in Lacs)




Segmental Revenue, Results and Capital Employed include the respective amounts identifiable to each of the segments.

a. For the year ended 31st March 2011(Rs. in lacs)

ParticularsTextile

BusinessInfrastruc-ture Busi-

ness

Others Total

1. Segmental Revenue 58,667.40 1,413.65 9,568.57 69,649.62

Less: Inter-Segment Revenue - - - 643.44

Income from Operations - - - 69,006.18

2. Segment Results

Profit Before tax and interest from Segment 6,260.78 (1,910.57) 494.84 4,845.05

Add : Unallocable Income - - - 1,905.74

Less : Interest - - - 3,802.99

Total Profit before tax - - - 2,947.80

Less: Taxes - - - 315.48

Profit After Tax - - - 1,778.72

Less: Minority Interest - - - (839.05)

Profit after tax & Minority interest 2617.77

3. Other Information

Segment Assets - 71,348.49 - 71,348.49

Unallocable Corporate Assets - - - 98,250.08

Total Assets 1,69,598.57

Segment Liabilities - 15,112.28 - 15,112.28

Unallocable Corporate Liabilities - - - 36,958.19

Total Liabilities - - - 52,070.47

Segment Capital Expenditure - 3,613.57 - 3,613.57

Unallocable Capital Expenditure - - - 2,387.30

Segment Depreciation - 1,517.28 - 1,517.28

Unallocable Depreciation - - - 1,294.05

Other Significant Non Cash Expenses/ (Income) 925.12 - - 925.12

Note:- Fixed Assets and other assets used in the Company’s operations or liabilities have not been identified to any of the reportable segments except Infrastructure; accordingly no disclosure relating to segmental assets and liabilities have been made.

b. For the year ended 31st March 2010



i. Primary Segment :-(Rs. in Lacs)

ParticularsTextile

BusinessInfrastruc-ture Busi-

ness

Others Total

1. Segmental Revenue 48,976.61 206.86 690.81 49,874.28

Less: Inter-Segment Revenue - - - 545.38 Income from Operations 49,328.90

2. Segment Results

Profit Before tax and interest from Segment 3,629.17 (1,186.35) (27.63) 2,415.19

Add : Unallocable Income - - - 2,620.79

Less : Interest - - - 1,726.14 Total Profit before tax - - - 3,309.83

Less: Taxes - - - 1,221.93 Profit After Tax - - - 2,131.09

Less: Minority Interest - - - 32.21 Profit after tax & Minority interest - - - 2,098.883. Other Information

Segment Assets 57,581.77 61,888.41 909.75 1,20,379.93

Unallocable Corporate Assets - - - 26,681.50 Total Assets 1,47,061.43

Segment Liabilities 32,132.43 19,204.60 252.96 51,589.97

Unallocable Corporate Liabilities - - - 21.34 Total Liabilities - - 51,611.31

Segment Capital Expenditure 773.18 12,959.02 - 13,732.20

Depreciation 1,229.74 137.38 96.92 1,464,04

Other Significant Non Cash Expenses/ (Income) 31.56 160.73 17.42 209.71

ii. Secondary (Geographical) Segment:Secondary segment reporting is on the basis of geographical location of the customers. The opera-tion of the Company comprises local sales and export sales. The management views the Indian market and Export market as distinct geographical segments. The following is the distribution of the Company’s sales by geographical markets:

(Rs. in Lacs)

Sales 31st March 2010

Domestic 26,561.89

Exports 20,856.17Total 47,418.06

The following is the carrying amount of segment assets and additions to fixed assets by geo-graphical area in which the assets are located:

(Rs. in Lacs)Carrying amount of Segment Assets As at 31.03.2010India 136,750.64Outside India* 7,251.54Total 144,002.18

* Carrying amount of segment assets outside India represents receivables from export sales.




7. Earning Per Share:(Rs. in Lacs)

Particulars 31st March 2011 31st March 2010A Weighted average number of Equity Shares of Rs. 2 each i Number of shares at the beginning of the year of) 114,357,095 116,406,705ii Number of shares at the end of the period 114,357,095 114,357,095iii Weighted average number of shares outstanding during the year 114,357,095 115,728,487B Net Profit after tax available for equity shareholders (Rs. In lacs) 2617.77 2098.88C Basic and diluted income per share (in rupees) {B/A (iii)} 2.29 1.81

Note: The Company does not have any dilutive potential equity shares. Consequently the basic and diluted earning per share of the company remains the same.

8. Deferred Tax Liability:

i) Provision for taxation for the accounting year has been made in accordance with the provisions of the Income Tax Act, 1961.

ii) In terms of Accounting Standard on “Accounting for Taxes on Income” (AS 22) the Company has recognized Deferred Tax Assets amounting to Rs. 1074.49 lacs (PY Rs 70.86 lacs) for the year ended 31st March 2011 in the Profit & Loss Account. The accumulated balance in Net Deferred Tax Liability as on 31st March 2011 comprises of:

(Rs. in Lacs)Particulars 31st March 2011 31st March 2010Depreciation (648.58) (241.17)Provision for Doubtful Debts (137.51) (200.08)Bonus Payable (6.94) (11.92)Provision for Gratuity (12.44) (6.97)Leave Encashment (11.60) (14.23)Lease Rental Adjustments – Unbilled Revenue 26.78 -Carried Forward Losses (758.57) -Deferred Tax Liability / (Assets) (1548.86) (474.37)

9. In respect of certain Subsidiaries, the following notes to accounts are disclosed:

a. The Subsidiary Company PEPL is a co-venturer in the Joint Venture Company (JVC) – Moontown Trading Company Private Limited (MTCPL) along with Shalom Voyagers Private Limited (SVPL) to develop a Mall at Mysore. In terms of Shareholding Agreement (SHA) entered in April 2006 between the co venturers and the JVC, PEPL has paid Rs. 200 lacs to MTCPL as Share Application Money. In addition PEPL has also advanced a loan of Rs. 313.71 lacs (PY Rs. 312.43 lacs) to MTCPL. MTCPL in terms of the SHA has in turn paid Rs. 200 lacs to SVPL as advance for Land. An amount of Rs. 50 lacs has also been advanced as Loan to SVPL by MTCPL. MTCPL has incurred preoperative expenses amounting Rs.215.62 lacs (PY Rs. 215.62 lacs) and has also incurred a loss of Rs.49.80 lacs (PY Rs. 49.63 lacs) till the year ended. Till than, in view of PEPL’s management, the advances are considered good and fully recoverable.

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

11. Figures of the previous year have been regrouped, reclassified and/or rearranged wherever necessary.As per our report of even date attached




Annexure ‘A’

Annexure ‘B’

Details of Closing Balance of Investments in Mutual Funds

Details of Closing Balance of Investments in Bond

(Figures in Lacs)

Name of Mutual Fund Balance as on

31.03.11 Balance as on

31.03.10 Units Amount Units Amount

Birla sun life - Institutional Premium - Daily Dividend -Re-investment - - 144.72 1,450.02 Birla Sun Life Savings Plus - Daily Dividend 0.53 5.30 0.02 0.17 BNP Paribas Fixed Asset Fund - Series 21C- Dividend on maturity M592DM 100.00 1,000.00 - - DWS Short Maturity fund Monthly Dividend Plan Payout 116.53 1,332.02 - - DWS Twin Advantage Fund - Growth Plan - - 13.19 200.00 Fidelity Short term Income Fund-DD 99.61 1,000.00 - - Fidelity Ultra Short Term Debt Fund Super Institutional- Daily Dividend 90.64 906.87 - - Fidelity Ultra Short term Debt Fund-DD 75.00 750.20 - - ICICI Prudencial Flexible incom plan premium-DD 1524 0.00 0.22 20.74 2,192.95 ICICI Prudential Flexible Income Premium - Daily Dividend 0.19 19.61 - - ICICI prudential Institutional Liquid Plan - Super Institutional Daily Dividend 10.90 1,090.70 - - JM Money Manager Fund Super Plus Plan - Daily Dividend - - 0.28 2.77 Reliance Short Term Fund-Daily Dividend Plan - - 5.00 53.20 SBI - SHF - Ultra Short Term Fund - Institutional Plan - Daily Dividend - - 86.48 865.29

493.40 6,104.92 270.43 4,764.40

(Figures in Lacs)

Name of Mutual Fund Balance as on

31.03.11 Balance as on

31.03.10 Units Amount Units Amount

10.20% Srei Infrast. Fin. Ltd.23/3/2020 81.00 815.88 - - 12.50% Magma Fincrop Ltd. Perpetual Bond 115.00 1,185.49 - - 10.75% DPSC Bonds3/11/2017 145.00 303.14 - - 10.75% DPSC Bonds3/11/2016 500.00 1,042.08 - - 10.75% DPSC Bonds3/11/2019 50.00 104.53 - - 12.50% Magma Fincrop Ltd. Perpetual Bond 4.00 41.52 - - 10.75%DPSC Bonds (03.11.2018) 520.00 1,049.46 - - 8.55% IIFCL Bonds 03.11.2014 1.00 10.07 1.00 10.07 Aircel CP (30.05.2011) 7.00 67.83 - - 12.50% Magma Fincorp Ltd 20.00 203.89 - - 10 % Punj Llyod limited 10/03/2014 20.00 21.44 - - Water and Sanitation Pooled Fund 40.00 41.54 - - 10.90% Tata Motors Finance Limited - - 94.00 470.28 11.25% DCB Bonds 30/4/2015 - - 85.00 850.00 7.75% REC Bonds 17.11.2012 - - 40.00 400.80 8.60% PFC Bonds 07/08/2014 - - 17.00 177.25 9.75% IFCI Bonds 25/01/2025 - - 100.00 1,018.20 Tamil Nadu Electricity Booard - - 28.00 280.00

1,503.00 4,886.87 365.00 3,206.60

116

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PROVOGUEProvogue (India) Limited

Registered Office :105/106, Provogue House, Off. New Link Road, Andheri (W), Mumbai 400053.

PROXY FORM

Reference Folio / No. of Share held:

DP ID / Client ID No.:

I/We............................................................................................. of .................................................in the district of ...................................................................... being a Member/Members of the above named Company hereby appoint ....................................................................................................................................................................of .................................................................in the district of ...............................................................................or failing him / her ........................................................... of .......................................................... in the district of ............................................................... as my/our proxy to vote for me / us on my / our behalf at the 15th Annual General Meeting of Company at Eden Hall, Classique Club, Behind Infinity Mall, New Link Road, Andheri (W) Mumbai - 400 053 at 4.00 p.m, on Friday, the 23rd September 2011 and at any adjournment(s) thereof.

Signed this ...............................day of .......................2011

Affix One Rupee

Revenue Stamp

Signature across Revenue Stamp

Note: The proxy form must be deposited at the Registered Office of the Company situated at 105/106, Provogue House, Off New Link Road, Andheri (W), Mumbai 400 053 not less than FORTY EIGHT HOURS before the time for holding of the aforesaid meeting.

PROVOGUEProvogue (India) Limited

Registered Office :105/106, Provogue House, Off. New Link Road, Andheri (W), Mumbai 400053.

ATTENDANCE SLIP

Folio No. ____________________________ No. of Shares held ____________________________________________ DP ID _______________________________________________ Client ID_______________________________________ Mr. / Ms./Mrs. ______________________________________________________________________________________Address: __________________________________________________________________________________________

I hereby record my presence at the 15th Annual General Meeting of the Company held at Eden Hall, Classique Club, Behind Infinity Mall, New Link Road, Andheri (W) Mumbai - 400 053 at 4.00 p.m on Friday 23rd September, 2011.

(Proxy’s Name in Block letters) _________________________________

____________________________(Member’s /Proxy’s Signature#)

1. Strike out whichever is not applicable2. Please fill in this Attendance Slip and hand it over at the entrance of the meeting hall. Joint shareholders may

obtain additional Attendance Slip on request.

TEA

R H

ER

E

PROVOGUE

Provogue (India) Limited

Registered Office :

105/106, Provogue House, Off. New Link Road, Andheri (W), Mumbai 400053.

E-MAIL IDs REGISTRATION FORM

I, ……………………....................................................................................……….. (name of first/individual

shareholder) holding …...........................................……. (no. of shares) equity shares in physical mode vide

folio no. ………............................……… in the Company, would like to register below mentioned e-mail ID for

receiving all the communications/ documents/ notices/ correspondences from the Company in electronic mode

instead of getting physical copies of the same. Kindly register the same.

E-mail ID: …………………………………………………..

Yours truly,

……………………………………

Name: ......................................................................................................................

Address: ......................................................................................................................

Dated: ……………………………………

TEA

R H

ER

E

PROVOGUE (INDIA) LIMITED

Registered Office105/106, Provogue House,

Off New Link Road, Andheri (W), Mumbai 400 098

Tel: +91 (22) 3065 3111+91 (22) 3065 3222

Fax: +91 (22) 3068 0570

[email protected]

Websitewww.provogue.net

Concept & DesignEynon & Kar

L I V E Y O U R D R E A M

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