provogue is at the tipping point between its heritage and...

1 Annual Report 2012

Provogue is at the tipping pointbetween its heritage and its destiny

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Contents

FAsHIon stARts HeRe

LetteRs to sHAReHoLdeRs

BoARd oF dIReCtoRs

CoRpoRAte InFoRmAtIon

VIsIon

pRoVoGUe BRAnd dnA

IndIA’s ConsUmptIon ReVoLUtIon

oUR BUsIness pHILosopHY

oUR BUsIness modeL

BUsIness UpdAte 2012

LooKInG AHeAd

FInAnCIAL HIGHLIGHts

CoRpoRAte soCIAL ResponsIBILItY

FInAnCIAL seCtIon

dIReCtoR’s RepoRt

mAnAGement dIsCUssIon & AnALYsIs

CoRpoRAte GoVeRnAnCe RepoRt

AUdItoRs’ RepoRt

FInAnCIAL stAtements

ConsoLIdAted FInAnCIAL stAtements

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Provogue was founded in 1997 and quickly became a leader in India’s emerging Ready-to-Wear Fashion market. Fuelled by passion to design, manufacture and retail high quality clothing for the contemporary Indian lifestyle, the Provogue Brand today is one of the most recognized labels in India. Provogue is now poised to enter a new high growth phase – a journey that will take the business into higher orbits as an Indian fashion and lifestyle player to unleash the Brand’s full potential.

FAsHIon stARts HeRe

6

dear Fellow shareholdersWelcome to a new chapter at Provogue. this year saw the demerger of Prozone enterprises Pvt Ltd, from Provogue (India) Ltd. As Prozone CsC evolves into a real estate major, it was sensible to split the two businesses and allow each to flourish within its own environment. I’m confident you will be delighted with the future each company has chartered and that your confidence in our long term vision will be handsomely rewarded as we move ahead together. It’s my pleasure to address you this year as shareholders of ‘new Provogue’.

Robust Business Fundamentalsthe economy of India is the eleventh largest in the world by nominal GdP and the third largest by purchasing power parity. Whilst various domestic and global factors contributed towards a moderation of India’s economic growth, forecast at 5.0 to 5.5% GdP in the coming year, India remains one of the world’s most robust economies, fuelled by a long term consumption story.

nevertheless it has been a challenging year for India’s business community with inward investment undergoing a contraction, higher fuel prices, increased interest rates to dampen inflation and weakening of the Indian Rupee. All this has caused job losses across many sectors resulting in a slowdown of consumption due to reduced disposable income.

the Retail sector is one of the pillars of the modern Indian economy and accounts for about 15% of GdP. the total Indian retail market is estimated as Us$ 450 billion and, as such, is one of the top 5 retail markets in the world by economic value and growth indices. Yet organized retail, the sector in which Provogue operates, still only accounts for about 5% of the total and is envisaged to grow over the next 5 years to about Us$ 80 billion. A large portion of this next growth phase is expected from tier 2 and 3 cities and the rural markets. Permitting FdI in multi-Brand Retail, expected to pass into law in the near future, is potentially a major fillip to investment and growth of modern retailing in India.

the new Provogue strategyProvogue has reached an inflection point in its journey. the Brand name is well established and

one of our most valuable assets, underpinned by Provogue’s legacy of experience in developing retail channels pan-India. A robust supply chain that spans design, sourcing, Production and a sAP-driven Logistics network to feed our consumer stores supports the Brand. We now operate over 270 outlets split evenly between our own operated Retail outlets and shop-in shops within India’s leading national Chain stores.

typically, when Fashion Brands reach this level of maturity, a new strategy is required to fuel next stage growth. I will outline here some of our key initiatives going forward:

1. Returning ‘to our roots’ as a Fashion Label. Provogue became famous through its focus on a specific target Customer Group and offering them a distinctive range of clothing unique in the Indian marketplace. We are now carefully restructuring our product portfolio so that our collections cater not only to our existing customer base, but attract a new cadre of loyal Provogue shoppers.

2. Rapid scale up of retail outlets through Franchising. We are embarking on an aggressive franchising initiative to penetrate deeper into our existing markets and open up new markets in tier 2/tier 3 cities and smaller towns that are more costly to reach alone with our own stores. to support this, we are developing a comprehensive franchising model to attract India’s best regional entrepreneurs to join Provogue’s business family.

3. new Product Categories distributed through national FmCG channels. We’ve successfully launched Provogue’s deodorant range, which has achieved rapid growth in maharashtra, with over 3,500 outlets available in just 3 months after the launch. We will extend the rollout across the country and add a complimentary Personal Grooming Product Range. these new categories will add significant revenues at attractive margins going forward.

4. on the back of this FmCG network, we have developed a Provogue Innerwear Range for men, to tap into a large domestic market in which the Provogue Brand can add consumer value and quickly gain market share. We will launch the Collection this coming year.

5. A separate Institutional Business division has

LetteR to sHAReHoLdeRs


Against the backdrop of a sluggish Retail economy, Provogue is at a high growth inflection point. new strategic initiatives will cement Provogue’s position as India’s leading fashion label

been created to offer the core range and other specially designed products to Corporate Clients and special Buyers. We have rapidly built an impressive corporate client list that will also add significant revenues and margins to the business.

6. to facilitate this larger national distribution network, we’ve consolidated our warehousing facilities into four upgraded major hubs in strategic locations, all of which are sAP-enabled to improve operating efficiencies and delivery times.

7. Launch of e-commerce to reach out to every potential Provogue customer in the country. A major thrust is underway to position Provogue as India’s leading e-retailer fashion label. the complete range of men’s and Women’s clothing and accessories will soon be available online supported by a fully integrated back-end delivery system.

the combination of these initiatives, amongst others, heralds an exciting new era for the Company that I’m convinced will cement our position as India’s leading fashion brand.

Financial PerformanceIn view of the fact that Prozone CsC was demerged from Provogue (India) Limited during the course of the fiscal year, I will focus on standalone performance as reflected in the accounts that follow. We closed FY12 with total revenues of ̀ 610 crores, up 8% on the previous year and PAt of ` 25 crores or 4% of revenues. these lower growth metrics should be viewed against tougher retail market conditions and tighter consumer spending.

nevertheless, we have chosen not to rein in our strategy for growth. We are investing judiciously into the new business platforms as detailed above, which we believe are the formulas for long term success in our business environment.

transforming Corporate Culturetransformation of our Company into a professional organization, with upgraded processes and systems is high on our agenda in order to build the strongest of foundations from which to launch our future.In closing, my sincere thanks to our employees, our shareholders, business partners, vendors and suppliers and, of course, our customers for your unwavering support. We’re opening a new door to the Company’s future that will significantly enhance Provogue’s value to all its stakeholders and I can assure you that our best is yet to come.Sincerely,

Nikhil ChaturvediManaging Director

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nIKHIL CHAtURVedIFounder and managing director, nikhil is a visionary 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

deeP GUPtACo-Founder, deep leads finance, administration and legal teams for the company, involving the development of human resources, information technology, investment policy and new product category incubation

RAKesH RAWAtRakesh leads the international trade division involving market development, product design, sourcing and execution as well as the health, safety and environmental initiatives of the Company

ARUn BHARGAVAmr Bhargava is retired from the Indian Civil services and holds a bachelors degree in science and law. He held various positions in the Government sector over a career spanning 39 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

sURendRA HIRAnAndAnI mr. Hiranandani is the managing director and Founder of the Hiranandani Group of Companies, a leader in Indian quality real estate development. He has been honoured by the American Concrete Institute for his excellence and contribution to the real estate industry, particularly for adopting the best in foreign technology with the skills of India’s engineering and labour artisans

IndePendent dIReCtoRs


sALIL CHAtURVedICo-Founder and deputy managing director, salil leads the strategic direction of the business. His entrepreneurial spirit drives the Company’s new business development initiatives and crafts the direction of the Brand

nIGAm PAteLnigam’s experience in developing the retail footprint of Provogue and leading key account relationships provides the Board with valuable insights in his role as a non-executive director.

AKHIL CHAtURVedIAkhil leads retail activities of the Provogue Brand, driving future expansion plans, new product category development, sales and operating strategies and new retail product and channel initiatives

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 Chairman of Images Fashion Forum and India Retail Forum, which hosts India’s leading industry conferences in these fields. As a pioneer of organised retail in India the Company benefits significantly from his insights

PUnIt GoenKAmr. Goenka, director of essel Group, is the Ceo of Zee entertainment Limited and manages 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.

BoARd oF dIReCtoRs

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CoRPoRAte InFoRmAtIon

Board of directorsmr Arun Bhargava Independent director & Chairmanmr Punit Goenka Independent director mr Amitabh taneja Independent director mr surendra Hiranandani Independent director mr nikhil Chaturvedi managing director mr salil Chaturvedi deputy managing director mr Akhil Chaturvedi Whole time director mr deep Gupta Whole time director mr Rakesh Rawat Whole time director mr nigam Patel non executive director

Company secretarymr Ajayendra P Jain

statutory Auditorssingrodia Goyal & CoChartered Accountants4A, Kaledonia-HdIL, 2nd Floor, sahar Road, near Andheri station, Andheri (east), mumbai, 400069, India

BankersAndhra BankCorporation BankCentral Bank of IndiaPunjab national BankAxis Bank Limited

Registered Office and Corporate OfficeProvogue (India) Limited105/106, Provogue Houseoff new Link RoadAndheri (W), mumbai 400 053Website: www.provogue.com Registrar & transfer AgentLink Intime India Pvt Ltd C/13, Pannalal silk mills CompoundLBs Road, Bhandup (W)mumbai 400 078

e-mail Id for Investors’ [email protected]


to be India’s leading fashion and lifestyle retailer renowned for world-class quality products, tailored to customers’ evolving needs, delivered through efficient, reliable, convenient channels.

VIsIon

CoRPoRAte InFoRmAtIon

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PRoVoGUe BRAnd dnAUnderstanding the rapidly evolving needs of the Indian consumer and delivering aspirational products and efficient solutions is the essence of Provogue - a continuous cycle introducing cutting-edge designs, developing new categories, enhancing the in-store consumer experience and extending reach to new markets.


the power of one, if fearless and focused, is formidable, but the power of many like minds working together is extraordinary

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the Provogue business model is built upon global relevant fashion and lifestyle collections delivered through carefully selected retail platforms, to provide consumers with an exciting and rewarding shopping experience. today, Provogue is available through over 280 doors in more than 80 markets across the Indian geographic landscape.

oUR BUsIness modeL

Understand your customers, deliver what they need - on time, exceed their expectations 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 employees and shareholders. A rigorous focus on ‘outperformance’ in serving all our customers is our driving force.

oUR BUsIness PHILosoPHY

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 fashion and lifestyle as one of the prime drivers of the consumption story, opportunities abound for business development at super normal growth rates

IndIA’s ConsUmPtIon ReVoLUtIon


Live with Passion. Passion is the genesis of genius

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the Provogue Brand is at the tipping point between its heritage and its destiny.

Provogue has evolved to be one of the best-known fashion labels in India and is now primed for a new era of high growth. the Provogue name’s strong brand recognition is not limited to the large metropolitan cities but runs deep into the country’s smaller towns and villages. this high brand awareness, combined with a rapidly growing consumer population, provides a unique opportunity to extend the product and distribution platform whilst at the same time building upon Provogue’s high brand position.

the momentum in the organized retail sector, which is forecast to grow from 5% of total retail to over 10% within 3 years, reinforces the decision to go for an aggressive next phase of channel and product expansion this year. Whereas we now operate 138 own stores across 83 markets as well as over 130 shop-in-shops with India’s leading national Chain stores, going forward we will extend our footprint multi-fold to reach out to a new cadres of potentially loyal Provogue customers.

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 aspirations of our youthful consumer; completion of the entire store footprint in underway. Internationally themed store designs will position the brand with a world-class retail experience worthy of our name.

our design liaisons with some of India’s leading fashion designers and international consultants are being enhanced to ensure the

collections are in the vanguard of global style trends. In addition we are stepping up visits to key international fashion markets several times a year. We remain focused on building our menswear for the youthful and fashion conscious consumer. As we move forward our womenswear range will be significantly extended and is planned to be over 50% of our store offer within the next three seasons. to extend our offer, we’ve introduced a luxury watch line and launched a range of unisex deodorants that is attracting strong consumer demand. these strong early responses have encouraged us to explore other brand extensions and licensing opportunities.

our two manufacturing assets in daman and Himachel Pradesh have achieved a total manufacturing capacity of over 1 million pieces per annum. this captive manufacturing improves our time to market and is geared to quickly deliver, to order, our fast-moving clothing options. We are revamping our outsourced vendors to extend our ranges and improve time to market.

Retail and Back Office infrastructure is now well integrated and embedded in the systems and processes of the supply chain. We now have a supply chain geared for the next phase of growth, that is fully integrated into the sAP information technology platform with resulting benefits to decision-making, overall efficiencies and better store replenishment timelines.

Provogue has built its reputation as a leader in Indian fashion and we will continue to strive for leadership in every aspect of our business model. Here are some of the many things you can look forward to from Provogue.

BUsIness UPdAte 2012


BUsIness UPdAte 2012

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ReVoLUtIonARY PRodUCt desIGnProvogue’s new collections for men and women will both mine our design heritage and take the Brand into new orbits of global contemporary style with the famous “Provogue twist”

mARKet PosItIonInGWe will herald in a new era of cutting edge marketing that will align Provogue with its target customer in ways never seen before. Provogue built its reputation as fashion marketing first mover – and we will constantly aim to be first to launch the most innovative and memorable marketing campaigns in the country.

Provogue is a proud International Brand, built and created entirely in India. We are proud of our nation and excited about India’s future. Provogue will reflect this as a standard bearer for Indian fashion.

neW PRodUCt CAteGoRIesthe new Provogue deodorant line has been launched both within our own outlets and through a customized FmCG network. Already available at over 3,500 retail outlets in mumbai, we are now rolling the product line out in carefully planned regional phases across the country.

the success of this consumer launch has encouraged us to explore other FmCG licensed initiatives. there is an enormous potential for high revenue and margin growth that will underpin our direct retail platform.

e-CommeRCe to ReACH moRe mARKetsPlans are well advanced to launch a Provogue e-commerce platform in the coming year. Integrated into a new digital media multi-platform strategy, we will create a host of new routes to interact with our customers and develop significant new revenue streams

LooKInG AHeAd


the future you see is the future you get

22

Financial HigHligHtsN

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(` in lacs)

PROFit anD lOss accOUnt cOnsOliDatED stanDalOnE

2009-10 2010-11 2011-12 2009-10 2010-11 2011-12

incOMERevenue from operations (net) 49,329 69,006 78,805 48,067 56,539 60,959 Other income 2,621 1,906 1,586 2,074 1,722 1,527 total income 51,950 70,913 80,391 50,141 58,260 62,486

EXPEnsEscost of materials consumed 17,746 19,865 20,979 12,370 19,865 20,979 Purchases of stock - in - trade 16,224 27,723 37,650 20,339 18,257 19,614 changes in inventories of finished goods, work in progress and stock in trade

(3,082) (51) 996 (2,658) (436) 2,028

Employee benefits expenses 2,182 2,430 1,994 1,768 1,822 1,806 Finance costs 2,002 3,664 3,545 1,994 2,604 3,221 Depreciation / amortisation 12,103 11,522 11,138 1,228 1,193 1,181 Other expenses 1,464 2,811 1,381 11,122 9,796 10,564 total expenses 48,640 67,965 77,683 46,165 53,101 59,392

Profit before tax and prior period adjustments 3,310 2,948 2,708 3,976 5,159 3,094 Exceptional items (43) 854 133 (38) 851 133 Profit before tax 3,353 2,094 2,576 4,015 4,308 2,961 tax Provisions 1,222 315 563 1,179 967 458 Profit after tax 2,131 1,779 2,013 2,835 3,341 2,503 less: Minority interest (32) 839 (154) - - - net Profit 2,099 2,618 2,167 2,835 3,341 2,503

Net

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Financial HigHligHts(` in lacs)

BalancE sHEEtcOnsOliDatED stanDalOnE

2009-10 2010-11 2011-12 2009-10 2010-11 2011-12EQUitY anD liaBilitiEsshareholders' fundshare capital 2,287 2,287 1,144 2,287 2,287 1,144 Reserves & surplus 80,838 99,928 54,275 67,973 70,981 53,809 share application money 47 - - - - - net Worth 83,171 1,02,215 55,419 70,260 73,268 54,953

Minority interest 21,238 28,671 94 - - -

non-current liabilitieslong-term borrowings 25,325 13,674 4,255 8,620 6,328 4,255 Other long term liabilities 47 1,069 315 331 322 305 long-term provisions 501 57 40 21 27 40 total loans 25,873 14,801 4,610 8,972 6,677 4,600

current liabilitiesshort-term borrowings 7,371 20,744 31,775 12,894 16,993 23,835 trade payables 13,767 7,262 8,525 5,806 5,513 7,120 Other current liabilities 318 5,666 2,081 311 1,488 2,050 short-term provisions 1,657 781 459 560 660 445 total current liabilities 23,112 34,454 42,840 19,571 24,654 33,450

total liabilities 1,53,394 1,80,140 1,02,963 98,803 1,04,600 93,003

assEtsnon-current assetsFixed assetstangible assets 33,880 56,846 6,751 6,900 6,460 5,689 intangible assets 52 172 123 - 145 122 capital work in progress 31,103 9,762 6 45 36 6 goodwill on consolidation 8,485 11,809 3,336 - - - non-current investments 3,540 5,456 3,993 22,462 24,380 12,128 Deferred tax assets (net) 474 1,549 664 239 636 664 long-term loans and advances 23,469 11,690 3,974 6,750 4,919 5,623 Other non-current assets - 568 5 111 530 105 total non current assets 1,01,002 97,852 18,853 36,507 37,106 24,337

current assetscurrent investments 7,971 10,992 1,532 6,524 4,638 1,486 inventories 22,469 31,893 30,445 22,036 27,188 29,364 trade receivables 15,143 21,625 31,489 14,099 17,146 21,518 cash & cash equivalents 4,143 3,023 2,624 2,984 1,569 763 short-term loans and advances 1,980 13,665 17,080 15,966 15,862 14,595 Other current assets 686 1,090 940 686 1,090 938 total current assets 52,392 82,288 84,111 62,296 67,494 68,665

total assets 1,53,394 1,80,140 1,02,963 98,803 1,04,600 93,003

Financial HigHligHts

24

sPeCIAL CHILdRen In IndIAThe definition of special children refers to those who show persistent slow learning of basic

motor and language skills, often with IQs below 80. Causes range from hereditary, brain damage,

malnutrition, infection during pregnancy, excessive drug intake or RH incompatibility. there are

over 30 million special children living in India today, with very limited access to basic education,

primary health facilities and employment opportunities. the government has initiated various

measures to offer these children the basics of education and health care and various agencies

are working hard to make these and other services available to every child in need.

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.

services such as early detection, intervention,

training, education, remedial training,

vocational rehabilitation, job placements etc.

VdIsmR is one of the few societies in mumbai,

which covers the entire spectrum from

training and rehabilitating of special children

VALABHdAs dAGARA IndIAn soCIetY

CoRPoRAte soCIAL ResPonsIBILItY


to systematic medical research for cures to

for these diseases. some of the programs

on offer are special education, Vocational

Rehabilitation, training and Infant Care among

others. Facilities such as teachers training

Programmes, a Recreation Centre, and a

Gymnasium are also located within the centre.

students range in age groups infants to 18

years, when they are considered rehabilitated

and ready to re-enter society as productive

individuals. Presently more than 500 students

are benefiting from various services.

the success of the rehabilitation programme

is evident through children mastering a variety

of skills that others take for granted such

as singing, public speaking, and vocational

skills. VdIsmR students have won sporting

competitions in mumbai in and have won

medals at the World summer Games held in

the UsA and China. the Big Wonder musical

show has been a smash hit with over 40 shows

in mumbai and one in Bangkok, thailand.

to help support special Children in India,

please visit www.vdis.org

CoRPoRAte soCIAL ResPonsIBILItY

26

FInAnCIAL seCtIon

Annual Report 201227

To

The Members of Provogue (India) Ltd

Your Directors take pleasure in presenting their 16th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2012 is summarized below:

(` In Crores)Particulars Current

Year Previous

Year

Income from Operations 609.59 565.38Other Income 15.27 17.22Total Income 624.86 582.60Total Expenditure 595.25 539.53Profit before Taxation 29.61 43.07Less: Provision for taxation 4.58 9.67Profit after Taxation 25.03 33.40Balance brought forward 118.44 90.36Less: Provision For Dividend 1.14 2.86Less: Provision For Corporate Dividend tax

0.19 0.46

Less: Transfer to General Reserve - 2.00Balance transferred to Balance Sheet

142.14 118.44

PERFORMANCE REVIEW

During the year under review, Company endeavors to explore the business through franchisees channel in addition to direct sales studios throughout the Country. Provogue retails its products through exclusive Provogue Stores and Shop-in-Shop outlets in National Chain Stores (NCS) and Multi Brand Outlets (MBO). Your company is continuously expanding its owned retail store base, which will further increase the company’s presence in Indian Market. As on 31st March 2012, turnover of the Company reached to ` 609.59 Crore against ` 565.38 Crore recorded during previous year ended on 31st March 2011. Profit after tax for FY 2011-12 stood at ` 25.03 Crore as against ` 33.40 Crore in the previous year, which was mainly caused due to higher discount offered to the Customers for generating higher sales in competitive environment and substantial increase in cost of borrowings of the Company.

DEMERGER OF RETAIL CENTRIC REAL ESTATE DEVELOPMENT BUSINESS OF THE COMPANY

By virtue of order dated 10th February 2012 passed by the Hon’ble High Court of Bombay approving the ‘Composite Scheme of Arrangement and Amalgamation’, the Retail Centric Real Estate Development Business

(RCREDB) of the Company got demerged into Prozone Capital Shopping Centres Limited (PCSCL). The Scheme became effective from 27th February 2012 upon filing of a copy of the Court Order with Registrar of Companies, Mumbai and became operational from 1st April 2011, being the appointed date as per the approved scheme. RCREDB mainly constituted investment made by the Company in Prozone Enterprises Private Limited (PEPL) (erstwhile 75% subsidiary of the Company) which subsequently pursuant to the Scheme got merged with PCSCL.

Consequent to demerger of RCREDB of the Company into PCSCL, the paid up share capital of the Company was reduced from ` 22,87,14,190 divided into 11,43,57,095 equity shares of ` 2/- each to ` 11,43,57,095 divided into 11,43,57,095 equity shares of Re. 1/- each. Accordingly on 12th March 2012, the Company allotted 1 (one) fully paid equity share of face value of Re. 1/- each and also PCSCL allotted 1 (one) fully paid up equity share of face value of ` 2/- each, to the shareholders of PIL against every 1 (one) equity share of face value of ` 2/- each held by shareholders of PIL on 9th March 2012, being the record date decided for this purpose.

UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS

During the Financial Year 2008-09 the Company had raised an aggregate amount of ` 329.82 Crores by way of Preferential Issue of Shares and allotment of convertible warrants. Upto 31st March 2012, the Company has utilized ` 311.77 Crores towards investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization of the balance funds as at 31st March 2012 of ` 18.05 Crores has been invested in Mutual Funds, Bonds, other Loans and in fixed deposits/current account with Banks.

DIVIDEND:

The Directors are pleased to recommend a dividend on total paid up capital, subject to the approval of the members, at the rate of ` 0.10/- (10%) per fully paid-up Equity Shares of Re. 1/- each of the Company for the financial year ended 31st March, 2012. The proposed dividend will absorb ` 1.14 Crores excluding corporate dividend tax.

LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2012-13 has been paid. Post Scheme, the new share capital of the Company constituting 11,43,57,095 equity share of Re. 1/- each has been listed with Stock Exchanges.

DIRECTORS’ REPORT

28

CONSOLIDATED FINANCIAL STATEMENTS

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

Pursuant to the aforesaid Scheme, the Prozone Enterprises Private Limited (PEPL) (erstwhile Subsidiary of the Company) got merged into PCSCL and ceased to be subsidiary of the Company with effect from 27th February 2012, being the effective date of the Scheme. The scheme became operational from 1st April 2011, being the appointed date as per the approved scheme. Accordingly, in consolidation of accounts of the Company for the year ended 31st March 2012, the financials of PEPL and its subsidiaries have not been taken into account.

SUBSIDIARY COMPANIES

The Company has 15 subsidiary companies as on 31st March 2012. The names of subsidiary companies are as follows:

i) Faridabad Festival City Pvt. Ltd

ii) Sporting and Outdoor Ad-Agency Pvt. Ltd.

iii) Acme Advertisements Pvt. Ltd.

iv) Elite Team (H K) Ltd, Hong Kong

v) Brightland Developers Pvt. Ltd.

vi) Pronet Interactive Pvt. Ltd.

vii) Flowers, Plants & Fruits (India) Pvt. Ltd.

viii) Profab Fashions (India) Ltd.

ix) Oasis Fashion Ltd.

x) Millennium Accessories Ltd.

xi) Provogue Holding Ltd, Singapore

xii) Provogue Infrastructure Pvt. Ltd.

xiii) Classique Creators Limited

xiv) Prozone Infrastructure Limited

xv) Standard Mall Private Limited (Step Down Subsidiary)

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

The annual accounts of the subsidiary companies along with the related detailed information, are available for

inspection by the shareholders of the Company and its subsidiary companies during business hours at the respective registered offices of Company and subsidiary companies. Copies of the audited accounts of the company’s subsidiaries can be sought by any member by making a written request addressed to the Company Secretary of the company at the registered office of the Company.

DIRECTORS

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS

The Auditors M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai hold the office till the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. The Board recommends their reappointment. They have also confirmed their compliance pursuant to clause 41(1)(h) of the Listing Agreement in respect of “Peer Review Certificate” issued by the Peer Review Board of the ICAI.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the


names and other particulars of the employees are set out in the annexure to the Directors’ Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ‘Green Initiative in Corporate Governance’ introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, all members who have not so far registered their e-mail IDs with the Company or its ‘Registrar and Share Transfer Agent’ (RTA),, are requested to register their e-mail IDs with the Company or RTA, so as to enable the company to send all notices/reports/documents/intimations and other

correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same. A specimen of request form for registering e-mail IDs to be filled and submitted by the members to the RTA or the Company is attached below the notice of this Annual General Meeting.

AUDIT COMMITTEE

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

ELECTRONIC FILING

The Company is periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.provogue.com within the prescribed time limit.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, there are no shares certificates in physical mode lying undelivered/unclaimed with the Company as on 31st March 2012, hence Company was not required to transfer any shares or other benefits arising thereon to “Unclaimed Suspense Account”.

ACKNOWLEDGEMENT

The Board of Directors wish to express their gratitude and record sincere appreciation for the dedicated efforts of all the employees of the Company. Directors are thankful to the esteemed share holders for their continued support and confidence reposed in the Company. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by Government Authorities, Financial Institutions and Banks, Vendors, Customers, Advisors and other business partners.

For and on behalf of Board of Director

Date: 29th May 2012 Nikhil Chaturvedi Deep Gupta

Place: Mumbai Managing Director Whole time Director

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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 Takenb. Additional investments and Proposals, if any, being

implemented for reduction of consumption of energy andc. 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. 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. Specific areas in which R&D is carried out by the

Company: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. Benefits derived as a result of the above R & D:Product improvement

3. Future Plan of Action: Appropriate actions are being planned.

4. Expenditure on R & D:

a) Capital

Include in the manufacturing cost

b) Recurringc) Totald) 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 efforts e.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 financial year), following information may be furnished:

a) Technology Imported

Nil

b) Year of Importc) Has technology been fully

absorbed fully absorbedd) If not fully absorbed, areas where

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange Earned ` 27,702.09 Lakhs

Total Foreign Exchange Used ` 13,247.53 Lakhs

ANNEXURE TO THE DIRECTORS’ REPORT

FORM A

Form for disclosure of particulars with respect to supervision of energy

Particulars Current Year Previous Year A. Power and fuel consumption 1. Electricity a) Purchased Unit 3,32,338 3,49,996 Total amount 17,39,078 14,41,983 Rate/unit 5.13 4.12 b) Own generation N.A. N.A i) Through diesel generator Unit - Unit per ltr. of diesel oil Cost/unit ii) Through steam turbine/generator - - Units Units per ltr. of fuel oil/gas Cost/units 2. Coal (specify quality and where used) N.A N.A Quantity (tonnes) Total cost Average rate 3. Furnace oil N.A N.A Quantity (k. Ltrs.) Total amount Average rate 4. Others/internal generation (please give details N.A N.A Quantity Total cost Rate/unit

Consumption of production**

Particulars Standards (if any) Current Year Previous Year Electricity NA 0.31 0.32Furnace oil NA Nil NilCoal (specify quality) NA Nil NilOthers (specify NA Nil Nil

**Total no. of units consumed/No. of garments manufactured


MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC OVERVIEW

The economy of India is the eleventh largest in the world by nominal GDP and the third largest by purchasing power parity (PPP). The country is one of the G-20 major economies and a member of BRICS.

Various domestic and global factors contributed towards a moderation of Indian economic growth to 6.9% in April-December 2011 from an average of 8.4% from 2009 to 2011. Further slowdown in economic growth in 2012-13 has forecast GDP rates dipping to circa 5.0 to 5.5% reflecting an era of global economic uncertainty. Worst affected is inward investment, which underwent a mild 0.2% contraction in April-December 2011 in year-on-year terms, relative to a growth of 8.9% in the same months of 2010, reflecting a dampening of business sentiments and the pace of execution of various projects. Uncertainty about demand conditions given the global outlook and its likely contagion effect, regulatory issues including environmental clearances and land acquisition as well as sector specific factors like availability of coal and iron ore have impacted investments. Other contributory factors included an increase in interest rates to dampen high inflation and a slowdown in decision-making in various crucial areas like allocation of natural resource blocks. At the same time, while fiscal policy remains expansionary, higher outgo towards items of non-plan revenue expenditure, such as subsidies, limited the fiscal space available for boosting infrastructure spending by the public sector. Investment growth is likely to remain sluggish in 2012-13 as well, unless policy issues are addressed and there is a substantial pick up in the pace of implementation of big ticket economic reforms.

India’s interest rate cycle has peaked with moderation in headline inflation, even though concerns pertaining to commodity prices remain. The balance of growth-inflation indicators and the guidance provided by the Reserve Bank of India (RBI) in the Third Quarter Review of Monetary Policy suggest reconfirmation that the interest rate cycle has peaked. However, inflation is unlikely to moderate substantially in H1, 2012-13 on account of the anticipated revision of domestic prices of various fuel items, electricity and coal. At the same time, the price of crude oil has risen sharply in the recent months, and the possibility of further spikes cannot be ruled out in case the ongoing geo-political tensions escalate. This would fuel inflationary pressures considerably, widen India’s current account deficit and may prompt further depreciation of the Indian rupee. At present, the Indian rupee is around 12% cheaper relative to the US dollar as compared to the levels a year ago, providing exporters with a competitive advantage.

All this can be viewed against the backdrop of a bleak outlook for the Advanced Economies, several of which are likely to display low growth in 2012-13 following fiscal tightening to be undertaken to reduce the mounting sovereign debt levels. Furthermore, developments in the Advanced Economies would determine global liquidity conditions, risk aversion and business confidence, all of which may critically impact the level of financial flows into India as well as the level of the Indian rupee relative to other major currencies, both of which have undergone considerable volatility over the course of 2012-13.

Attracting larger foreign direct investment (FDI) into various sectors in India has also assumed great importance, not only for the beneficial impact in terms of productivity gains, but also to finance the widening current account deficit (CAD). As witnessed to an extent in the recent quarters, India remains vulnerable to sudden outflows of foreign institutional investors’ (FII) funds as well as drying up of inflows of external commercial borrowings, the magnitude of which are heavily influenced by global trends for risk aversion and liquidity conditions.

INDUSTRY OVERVIEW

The Retail industry is one of the pillars of the modern Indian economy and accounts for 14-15% of its GDP. The Indian retail market is estimated to be US$ 450 Billion and one of the top five retail markets in the world by economic value. India is one of the fastest growing retail markets in the world, with a population of 1.2 Billion people.

India's traditional retailing industry essentially consists of the local mom and pop stores, owner manned general stores, convenience stores, hand cart and pavement vendors, etc. Contemporary Organised retail accounts for about 5% of the market as of 2011-12. According to industry experts, the next phase of growth is expected to come from Tier 2 and 3 cities and the rural markets. The organised retail segment in India is forecast to grow by over three times during the next five years (from 2011), to reach a figure of US$ 80 Billion (as per consultancy firm, Technopak). Also, India’s consumption level will double within five years to an annual figure of US$ 1.5 trillion from the present level of about US$ 750 Billion.

FDI Policy Initiatives

100 per cent FDI is permitted under the automatic route for trading companies in the cash & carry trading and wholesale trading sector. FDI up to 51 per cent under the Government route is allowed in the 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 and is expected to pass into law in the near future. This is potentially a

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major fillip to investment and growth of modern retailing in India

India’s Textile and Fashion Industry

India’s Textile Industry is one of the leading textile industries in the world. Though it was predominantly an unorganized industry until 20 years ago, the scenario started changing after the economic liberalization of Indian economy in 1991. The opening up of the economy gave the much-needed thrust to the Indian textile industry, which has now successfully become one of the largest in the world.

India’s textile industry largely depends upon textile manufacturing and export. It also plays a major role in the economy of the country. India earns about 27% of its total foreign exchange through textile exports. Further, the textile industry of India contributes nearly 14% of the total industrial production of the country. It also contributes around 3% to India’s GDP. The textile industry is also one of the largest in the country in terms of employment generation. It not only generates jobs in its own industry, but also opens up scope for other ancillary sectors. The Indian textile industry currently provides employment to more than 35 Million people. As stated in late January, by Ministry of Textiles, the transformation of the textile industry from a degrading to a rapidly developing industry, has become the biggest achievement of the Central Government.

In the high end fashion segment, the Associated Chambers of Commerce and Industry (ASSOCHAM), the highest body of the Chambers of Commerce of India, has estimated that the country’s fashion design industry is expected to touch ` 7.50 Billion ($187.5 Million) by 2012, from the present estimated level of less than ` 2.90 Billion ($72.5 Million).

Further, the luxury brand market in the country is estimated to be worth about US$ 4 to 4.5 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 is expected to have seven stores in the country by end 2012.

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 accepted 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 Operations

Provogue commenced operations as a manufacturer and retailer of apparel under the brand Provogue in 1997. 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 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 2012, Provogue fashions and accessories were available across 140 Provogue Stores, and 138 Shop-in Shops.

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 favourable 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. Provogue is expected to benefit significantly from a combination of the growth in retail and the rise of the consuming class in Tier-2 and Tier-3 cities continues.

Threats

Apart from an 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 in order to retain 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 income 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 $1,500 Billion in 5 years from about $450 Billion in 2011.

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 brand 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.

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 potential 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 and the Company continues to maintain its focus on human resources development. The total number of employees of the Company as on 31st March 2012 stood at 845.

OUTLOOK

A strong brand image, vertical integration in captive manufacturing facilities and diversifying into new retail formats and channels position the Company as an integrated player in the growing domestic consumption story. Within the Indian economy on a firm foundation and the organized retail industry surging, the Company is confident that it is well placed to take advantage of growth opportunities in the coming years.

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FINANCIAL PERFORMANCE

Operational Income

The Company achieved a total operational income of ` 609.59 Crore against last year’s operational income of ` 565.38 Crore, which translates into a growth of about 7.82%. This reflects increasing consumer confidence following recovery from the economic downturn in 2009 and the robust nature of the growing middle to upper consumption market segment.

EBIDTA

The Company earned an EBIDTA margin of ` 74.96 Crore against ` 89.74 Crore in the previous year.

Profit after Tax

The Profit after tax for the year was ` 25.03 Crore as against ` 33.40 Crore in the previous year. This represents 4.11% and 5.90% of the operational income for the FY 2011-12 and 2010-11 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.


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 toenable the Board to efficiently conduct the business and discharge its responsibilities to shareholders.

• Toensurethatthedecisionmakingprocessisfair, transparent and equitable.

• Toensurefullestinvolvementandcommitmentof the management for maximization of stakeholders value.

• Toimbibethecorporatevaluesintheemployeesand encourage them in their conduct.

• Toensurethatthecompanyfollowsthegloballyrecognized corporate governance practices.

CORPORATE GOVERNANCE REPORT

II. BOARD OF DIRECTORS

a. Composition of the Board

The composition of Board is in total conformity with Clause 49 of the Listing Agreement, as amended from time to time. At present the Board of Directors comprises 10 Directors, out of which five (5) are Executive Directors, four (4) are Independent Directors and one (1) is Non-executive Director. The Chairman is Non-executive Director and more than 1/3 of the Board comprises Independent Directors and 50% of the Board comprises Non-executive Directors.

During the financial year 2011-12, six Board Meetings were held on 18th May 2011, 30th May 2011, 11th August 2011, 2nd September 2011, 10th October 2011 and 14th February 2012 and the gap between two meetings was not more than four months. The constitution of Board of Directors, details of meeting attended by Directors and the information with regard to chairmanship and membership of Committees are as under:

Name of the Director Category No. of Board

Meetings attended

Last AGM

No. of Directorship and Committee memberships and Chairmanships

including PILDirectorship Committee

Chairman Member

Mr. Arun Bhargava C & ID 4 Yes 1 - -Mr. Amitabh Taneja ID 1 Yes 3 2 1Mr. Punit Goenka ID 3 - 10 1 2Mr. S. L. Hiranandani ID 0 - 2 - -Mr. Nikhil Chaturvedi MD 5 Yes 2 - -Mr. Salil Chaturvedi Dy. MD 6 Yes 4 - -Mr. Deep Gupta WTD 6 Yes 4 - 1Mr. Akhil Chaturvedi WTD 5 Yes 7 - 2Mr. Rakesh Rawat WTD 1 Yes 1 - -Mr. Nigam Patel NED 4 Yes 1 - -

1. Only Directorship in Indian Public Limited Companies (listed or unlisted) have been considered, excluding Private Limited Companies whether subsidiary of Public Limited Company or not.

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.

4. In above table the term ‘C&ID’ refers Chairman & Independent Director, ‘MD’ refers Managing Director, ‘ID’ refers Independent Director, ‘Dy. MD’ refers Deputy Managing Director, ‘WTD’ refers Whole-time Director and ‘NED’ refers Non- executive Director.

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Details of Directors seeking appointment/reappointment at the forthcoming Annual General Meeting [pursuant to clause 49 (iv) (G)]

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 Chairman of Images Fashion Forum and India Retail Forum, which hosts India’s leading industry conferences in these fields. As a pioneer of organised retail in India the Company benefits significantly from his insights

Mr. Punit Goenka

Mr. Punit Goenka, Director of Essel Group, is the CEO of Zee Entertainment Enterprises Limited and manages 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.

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

b. Role of Independent Directors

The Independent Directors play an important role in deliberations at the Board and Committee Meetings and bring to the Company their expertise in the fields of finance, management and public policy.

c. Information placed before the Board of Directors

The Board of Directors is provided all the required information wherever applicable and materially significant. These information are submitted either as a part of agenda papers or are tabled in the course of Board Meeting for enabling them to give their valuable inputs.

d. Code of Conduct

The Board has implemented a Code of Conduct for all Board members and senior management of the Company. The Code has been circulated to all members of the Board and Senior Management and also uploaded on the website of the Company i.e. www.provogue.com. The compliance of Code has been affirmed by all of

them. A declaration by the Managing Director of the Company is given below:

“I hereby confirm that:

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, all Board Members and senior management personnel have affirmed the compliance with the Code of Conduct of the Company for the year ended 31st March 2012.”

Sd/-

Nikhil Chaturvedi, MD

III. COMMITTEES OF THE BOARD

The Board has set up various level committees in accordance with the Listing Agreement with the Stock Exchanges. The minutes of the Committee Meetings are circulated and discussed in the Meeting.

(i) Audit Committee

a. Composition:

The Audit Committee comprises two Independent Directors namely Mr. Amitabh Taneja and Mr. Punit Goenka, and one Executive Director namely Mr. Akhil Chaturvedi of the Company. The Chairman of the Committee is Mr. Amitabh Taneja, Independent Director. Mr. Ajayendra P. Jain, Company Secretary acts as secretary of the Audit Committee. The members of the Committee are well versed in finance, accounts, company law and general business practices.

b. Meetings of the Audit Committee:

Audit Committee met four times during the financial year 2011-12 on 27th May 2011, 11th August 2011, 10th November 2011 and 14th February 2012. The gap between two Audit committee meetings was not more than four months. 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 were discussed and taken note by the Board of Directors. The details of attendance of the members in meetings are as follows:


Name of the Director

Cat-egory

Position Audit Committee Meetings

Held Attended

Mr. Amitabh Taneja

I & NED Chairman 4 4

Mr. Punit Goenka

I & NED Member 4 4

Mr. Akhil Chaturvedi

WTD Member 4 3

Note: In above table ‘I & NED’ refers Independent & Non-executive Director and WTD refers Whole-time Director.

c. Powers of Audit Committee

The Board has delegated the following powers to the Audit Committee:-

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain external legal or other professional advice.

4. To secure the attendance of outsiders with relevant expertise, if it considers necessary.

d. Role of Audit Committee

The role of the Audit Committee includes the following:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditors and fixation of audit fees.

3. Approval of payment to the statutory auditors for any other services rendered by them.

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors’ Responsibility Statement which forms part of the Directors’ Report pursuant to Section 217 (2AA) of the Companies Act, 1956.

b) Changes, if any, in the accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by the management.

d) Significant adjustments made in the financial statements arising out of the audit findings.

e) Compliance with the listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

5A. Reviewing with the Management, the statement of uses/applications of funds raised through an issue, the statement of funds utilized 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 recommendations to Board to take up steps in this matter.

6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

7. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, the reporting structure coverage and the frequency of internal audit.

8. Discussion with the internal auditors any significant findings and follow-up thereon.

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9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of the internal control systems of a material nature and reporting the matter to the Board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussions to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividend) and the creditors.

12. Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

e. Review of information by Audit Committee

The following information are reviewed by the Audit Committee on a mandatory basis:

1. Management discussion and analysis of the financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee) submitted by the management;

3. Management letters/letters on internal control weaknesses issued by the Statutory Auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

(ii) Shareholders’/Investors’ Grievance Committee

The Shareholders’/Investors’ Grievance Committee comprises of Mr. Amitabh Taneja, Mr. Akhil Chaturvedi and Mr. Deep Gupta. Mr. Ajayendra P. Jain, Company Secretary has been nominated as the Compliance Officer of the Company. Mr. Amitabh Taneja Non-executive

and Independent Director is the Chairman of the 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. During the year 2011-12, the Committee met thrice viz. 31st October 2011, 30th December 2011 and 31st January 2012. The details of attendance of the members in meetings are as follows:

Name of the Director

Category Position Audit Committee Meetings

Held Attended

Mr. Amitabh Taneja

I & NED Chairman 3 0

Mr. Deep Gupta

WTD Member 3 3

Mr. Akhil Chaturvedi

WTD Member 3 3

Note: In above table ‘I & NED’ refers Independent & Non-executive Director and WTD refers Whole-time Director.

Based on the report received from the Company’s Registrars and Transfer Agent, during the year ended 31st March 2012 Company received 13 complaints and all the complaints were replied /resolved to the satisfaction of the shareholders. No complaints were pending to be resolved as on 31st March 2012.

(iii) Remuneration Committee

The Committee is entrusted with all necessary powers and authority to ensure appropriate disclosure on the remuneration of the Directors and to deal with all elements of the remuneration package of all the Directors including but not restricted to the following:

• To review, assess and recommendthe appointment and remuneration of executive Directors.

• To review the remuneration packagespayable to executive Directors periodically and recommend suitable revision/increments, whenever required to the Board of Directors.


• To recommend the commission, if anypayable to the Non-executive Director(s) in accordance with and upto the limits laid down under the Companies Act, 1956.

• To carry out such other functions asdelegated by the Board from time to time.

The Remuneration Committee comprises of three Non-executive Independent Directors viz. Mr. Punit Goenka, Mr. Arun Bhargava and Mr. Amitabh Taneja. Mr. Punit Goenka is the Chairman of the Remuneration Committee. During the financial year 2011-12, remuneration committee met once on 30th May 2011. All the members of the committee attended this meeting.

Remuneration policy

The Executive Directors of the Company are appointed on a contractual basis subject to the approval of shareholders in the general meeting. The remuneration package of the Executive Directors is determined by the Remuneration Committee within the permissible limits, subject to approval by the Board and shareholders in the general meeting and as per applicable provisions of the Companies Act, 1956. The remuneration comprises of basic salary, allowances, perquisites and commissions etc. The Remuneration Committee decides and recommends annual increments for Executive Directors within the limits stipulated by the Board of Directors/Shareholders and other applicable approvals.

The details of remuneration paid to Directors during the year 2011-12 are as under:

Name of the Director Salary Paid (`)

Sitting Fees paid (`)

Mr. Arun Bhargava - 80,000Mr. Nikhil Chaturvedi ** 36,00,000 -Mr. Salil Chaturvedi ** 30,00,000 -Mr. Deep Gupta 60,00,000 -Mr. Akhil Chaturvedi** 60,00,000 -Mr. Rakesh Rawat - -Mr. Nigam Patel - -Mr. S.L. Hiranandani - -Mr. Amitabh Taneja - 40,000Mr. Punit Goenka - 80,000

** Directors are brothers.

Non-executive Directors’ Compensation and disclosures

All fees/compensation paid to Non-executive Directors, including Independent Directors are fixed by the remuneration committee/Board of Directors and are subject to approval by the shareholders in general meeting.

The Company is availing professional expertise of Non-executive Directors through their participation in the Board meetings. The Non-executive Directors are paid sitting fees of ` 20,000/- per meeting for attending Board Meetings and ̀ 5000/- per meeting for attending Audit Committee Meetings. None of the Independent Director is holding any shares in the Company.

IV. SUBSIDIARY MONITORING FRAMEWORK

The Company has 15 subsidiary companies as on 31st March 2012. Out of which, none of the company is ‘material non-listed Indian subsidiary’ as defined in clause 49 of the Listing Agreement. The performance and management of the subsidiary is monitored inter-alia by the following means:

a) Financial Statements and in particular the investments made by the unlisted subsidiary company are reviewed by the Audit Committee of the Company.

b) The minutes of the Board meetings of the subsidiary company are placed before the company’s Board for its regular review.

V. GENERAL BODY MEETING

The Location, date and time of General Meeting held during the last 3 years are given hereunder:

Finan-cial Year

Date Time Location No. of Special Resolu-tions passed

Annual General Meetings:2008-09 18.09.09 4.00

p.m.Eden Hall, The Classique Club, behind Infinity Mall, New Link Road, Andheri (West), Mumbai - 400 053

0

2009-10 24.09.10 11.00 a.m.

The Club, Colonial Hall, D. N. Nagar, Andheri (West), Mumbai- 400 053

2

2010-11 23.09.11 04.00 p.m.

Eden Hall, The Classique Club, Behind Infinity mall, New Link Road, Andheri (W), Mumbai- 400 053

2

40

Extra Ordinary General Meeting2008-09 09.05.08 4.30

p.m.The Club, 197, D.N. Nagar, Andheri (W), Mumbai 400 053

4

Court Convened Meeting2011-12 12.12.11 1.00

p.m.Esquire Hall, The Classique Club, Behind Infinity mall, New Link Road, Andheri (W), Mumbai- 400 053

2

• Whether any special resolution passed putthrough postal ballot - No.

• NoneoftheitemstransactedatthelastAnnualGeneral Meeting held on 23rd September 2011 were required to be passed by postal ballot, nor any resolution requiring postal ballot is being proposed at the ensuing Annual General Meeting.

VI. DISCLOSURES

a. Materially significant related party transactions

During the financial year 2011-12, 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. The details of transactions with the related parties are tabled before the audit committee on a quarterly basis. The register of contracts containing the transactions in which the Directors are interested are placed regularly before the Board for their approval/signature.

b. Status of regulatory compliances

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.

c. Proceeds from IPO & Preferential Issues

The Company discloses to 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 point K of note no. 33 of the Financial Statements forming part of the Annual Report.

d. 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.

e. Insider Trading Code

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.

f. Management Discussion and Analysis Report

A Management Discussion and Analysis Report forms part of the annual report and includes discussion on various matters specified under Clause 49[IV][F] of the Listing Agreement.

g. CEO/CFO certification

The certificate in terms of clause 49(V) of the Listing Agreement with Stock Exchanges for the financial year ended 31st March 2012 was placed before the Board of Directors of the Company in their meeting held on 29th May 2012 and is annexed to this Report.

VII. MEANS OF COMMUNICATION

a. Quarterly Results were published in prominent daily newspapers, viz., Business Standard or Financial Express, a English language national wide daily newspaper and Free Press Journal or Mumbai Lakshadeep, Regional language daily local newspaper.

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.com.


VIII. GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting is to be held on 28th September 2012 at 3.00 p.m.

Financial Calendar (tentative):First Quarterly Result : Mid of August 2012

Second Quarterly Result : Mid of November 2012

Third Quarterly Result : Mid of February 2013

Financial year ending : End of May 2013

Date of Book Closure : 17th September 2012 to 28th September 2012 (both days inclusive for the purpose of AGM and dividend )

Dividend Payment Date : Between 4th October 2012 to 10th October 2012

Listing of Stock Exchange

: Bombay Stock Exchange Ltd (BSE).

National Stock Exchange of India Ltd (NSE)

Scrip Code:

Bombay Stock Exchange Ltd. (Demat segment)

: 532647

National Stock Exchange of India Ltd. (Demat segment)

: PROVOGE

Demat ISIN in NSDL and CDSL for Equity Shares

: INE968G01033

Stock Market Price data for the year 2011-2012

Month BSE

Share Price (in `) Sensex

High Low Close Close

Apr 2011 48.95 41.55 42.80 19,135.96

May 2011 43.20 35.75 36.85 18,503.28

Jun 2011 40.65 33.00 34.85 18,845.87

Jul 2011 38.80 34.85 34.95 18,197.20

Aug 2011 35.70 26.90 28.35 16,676.75

Sept 2011 34.25 28.00 31.50 16,453.76

Oct 2011 32.25 28.40 28.80 17,705.01

Nov 2011 30.80 24.00 25.00 16,123.46

Dec 2011 26.30 17.15 19.55 15,454.92

Jan 2012 28.10 19.60 25.95 17,193.55

Feb 2012 36.40 25.25 35.40 17,752.68

Mar 2012 36.25 13.40 14.55 17,404.20

Month NSE

Share Price (in `) Nifty

High Low Close Close

Apr 2011 48.90 41.70 42.85 5749.50

May 2011 43.20 35.05 36.70 5560.15

Jun 2011 44.70 33.10 34.90 5647.40

Jul 2011 39.15 35.00 35.05 5482.00

Aug 2011 35.70 26.20 28.30 5001.00

Sept 2011 34.50 27.90 31.50 4943.25

Oct 2011 32.65 28.55 28.85 5326.60

Nov 2011 30.70 22.25 24.95 4832.05

Dec 2011 26.90 17.10 19.55 4624.30

Jan 2012 29.10 19.50 25.90 5199.25

Feb 2012 36.40 25.10 35.35 5385.20

Mar 2012 38.00 29.80 34.10 5295.55

Performance in comparison to broad based indices such as BSE SENSEX Index & NSE S & P CNX Nifty (closing Price)

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

19,000.00 50.00

18,000.00 40.0017,000.00 30.00

16,000.00 20.00

15,000.00 10.00

SENSEX Index PIL Price

PROVOGUE’s price comparision with SENSEX index of BSE

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

7,000.00 50.00

40.005,000.0030.00

3,000.00 20.00

1,000.00 10.00

S&P CNX Nifty PIL Price

PROVOGUE’s price comparision with S&P CNX Nifty

Details of unclaimed dividend:

Financial Year Ended

Date of declara-tion of Dividend

Due Date of Transfer

31.03.2006 24.08.2006 24.09.2013

31.03.2007 14.09.2007 15.10.2014

31.03.2008 15.09.2008 16.10.2015

31.03.2009 18.09.2009 19.10.2016

31.03.2010 24.09.2010 25.10.2017

31.03.2011 23.09.2011 24.10.2018

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.

42

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.

Dematerialization of shares:

As on 31.03.2012, 114,221,905 Equity shares of the Company, representing 99.88% of its issued capital, were held in dematerialized form and the balance 0.12% representing 135,190 equity shares were held in physical form.

Distribution of shareholding as on 31.03.2012

Share holding

Share Holders Share Amount

` Number % to total

` % to total

(1) (2) (3) (4) (5)

Upto 500 33549 83.86 5211248 4.56

501-1000 3353 8.38 2761025 2.41

1001-2000 1516 3.79 2346065 2.05

2001-3000 473 1.18 1238393 1.08

3001-4000 229 0.57 833091 0.73

4001-5000 220 0.55 1064299 0.93

5001-10000 298 0.74 2277540 1.99

10001 and above 368 0.92 98625434 86.24

TOTAL 40006 100.00 114357095 100.00

Categories of Shareholders as on 31.03.2012

Category No. of Shares

% of Share-holding

Promoters & Promoter Group 53323140 46.63

Banks & Financial Institutions 926506 0.81

Foreign Institutional Investors 3972361 3.47

Bodies Corporate 11754211 10.28

Others 44380877 38.81

TOTAL 114357095 100.00

46.63%

0.81%3.47%

10.28%

38.81%

Promoters & Promoter Group - 46.63 %

Banks & Financial Institutions - 0.81%

Foreign Institutional Investors - 3.47%

Bodies Corporate - 10.28%

Others - 38.81%

Outstanding Number of GDRs /ADRs/Warrants etc:

The Company has not issued any GDRs/ADRs and No outstanding warrants are pending for subscription.

Location of Manufacturing Units:

• 98/8 Ground Floor Daman Industrial EstateKadaiya Village, Nani Daman Daman, UT

• Village Gullarwala Sai Road, Baddi 173 205Himachal Pradesh

Address for correspondence

1. Any Query on Annual Report:

Company Secretary & Compliance OfficerProvogue House, 105/106,New Link Road, Andheri, Mumbai 400 052Phone: 022-3062 0000,Fax: 022-3068 0570, Email id for investors: [email protected]

2. Shareholders correspondence should be addressed to:

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

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

For and on behalf of Board of Director

Date: 29th May 2012 Nikhil Chaturvedi Deep Gupta

Place: Mumbai Managing Director Whole time Director


CEO/CFO CERTIFICATION (Under Clause 49(V) of Listing Agreement)

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 2012 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:

• TherearenoSignificantchangesininternalcontroloverthefinancialreportingduringtheyear;

• TherehavebeennoSignificantchanges inaccountingpoliciesduringtheyearwhicharerequiredtobedisclosed in the notes to the financial statements; and

• Therehavebeennoinstancesofsignificantfraudofwhichtheyhavebecomeawareandtheinvolvementtherein, if any, of the management or an employee having a significant role in the Company’s internal control system over the financial reporting.

Date: 29th May 2012 Nikhil Chaturvedi Deep GuptaPlace: Mumbai Managing Director & CEO Whole time Director & CFO

44

AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPO-RATE 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 2012, 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 2011-12.

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 MurarkaDate: 29th May 2012 PartnerPlace: Mumbai Mem.No.44739


To the Members of Provogue (India) Limited,

We have audited the attached Balance Sheet of Provogue (India) Limited as at 31st March 2012, the Statement Profit and Loss 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 Statement of Profit & Loss 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 Statement of Profit and Loss 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.

AudITORS' RePORT

e) On the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board, we report that none of the director is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) Attention is invited to Note no. 33 (A) (h) regarding Balances of Trade Receivables and Trade Payables which are subject to confirmation and reconciliation. Consequential revenue impact of the same which is presently not ascertainable will be considered as and when determined.

g) Attention is invited to Note no. 33 (A) (i) regarding potential tax implication, if any, on the financial statements in connection with the search and seizure operation on the Company. Amount not ascertainable at present.

h) 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 subject to our comment in para (f) and (g) above 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 2012.

ii) In the case of the Statement of profit and Loss, 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.

For Singrodia Goyal & Co.Chartered AccountantsFirm Reg No. 112081W

Suresh MurarkaPlace : Mumbai Partnerdate : 29th May 2012 Mem. No. 44739

46

Annexure referred to in Paragraph 2 of the Auditors Report for the year ended 31st March 2012.

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 under supervision of independent firms of Chartered Accountants during the year at reasonable intervals and also at the end of the year. In respect of inventory lying with third parties, confirmation have been obtained from those parties.

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 fourteen 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 ̀ 2936.48 Lakhs and the year-end balance was ` 1875.59 Lakhs.

b) The said loans are interest free except in two cases 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 for the sale of goods and services. However in respect of purchase of fixed assets, the internal control systems needs to be strengthened. 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) As per explanation and information given to us, the Company has maintained the cost record as prescribed by the Central Government under clause (d) of subsection (1) of Section 209 of the Act. However the same have not been reviewed by us.

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 2012 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

ANNEXURE TO AUDITORS’ REPORT


not been deposited on account of any dispute with the relevant authorities are given below:

Name of Statute

Amount (` in

Lakhs)

Period to which amount relates

Forum where

dispute is pending

Sales Tax 64.51 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 yearand 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 at terms which are not prejudices to the interest of the Company.

xvi) The Company has not obtained any new term loans during the year.

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.

For Singrodia Goyal & Co.Chartered AccountantsFirm Reg No. 112081W


48

BALANCe SHeeT as at 31st March 2012

(` in Lakhs) Particulars Notes As at

31.03.2012As at

31.03.2011

EQUITY AND LIABILITIESShareholders' fundsShare capital 3 1,143.57 2,287.14Reserves & surplus 4 53,809.01 70,981.26

54,952.58 73,268.40Non-current liabilitiesLong-term borrowings 5 4,254.90 6,327.71Other long term liabilities 6 304.97 322.06Long-term provisions 7 40.10 27.40

4,599.97 6,677.17Current liabilitiesShort-term borrowings 8 23,834.76 16,993.01Trade payables 9 7,119.82 5,513.31Other current liabilities 10 2,050.14 1,487.66Short-term provisions 11 445.25 660.36

33,449.97 24,654.3493,002.52 1,04,599.91

ASSETSNon-current assetsFixed assets 12 Tangible assets 5,688.57 6,460.32 Intangible assets 122.38 144.64Capital work in progress 5.68 35.93Non-current investments 13 12,128.23 24,379.86deferred tax assets (net) 14 664.19 635.89Long-term loans and advances 15 5,623.30 4,919.38Other non-current assets 16 104.81 530.14

24,337.16 37,106.16Current assetsCurrent investments 17 1,485.69 4,638.49Inventories 18 29,364.46 27,187.66Trade receivables 19 21,518.47 17,146.38Cash & cash equivalents 20 763.14 1,568.68Short-term loans and advances 21 14,595.23 15,862.26Other current assets 22 938.37 1,090.28

68,665.36 67,493.75 93,002.52 1,04,599.91Significant Accounting Policies 2Accompanying Notes to Accounts 33

As per our report of even date attached

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

Suresh Murarka Nikhil Chaturvedi Deep Gupta Partner Managing director Whole time director Mem. No. 44739

Place : Mumbai Ajayendra Jaindate : 29th May 2012 Company Secretary






STATeMeNT OF PROFIT & LOSS for the year ended 31st March 2012

(` in Lakhs) Particulars Notes Year ended

31.03.2012Year ended 31.03.2011

INCOMERevenue from Operations (gross) 23 61,497.21 56,551.83

Less: excise duty 538.07 13.33

Revenue from Operations (net) 60,959.14 56,538.50

Other income 24 1,526.95 1,721.78

TOTAL rEvENUE 62,486.09 58,260.28

EXPENSESCost of materials consumed 25 20,978.54 19,865.35

Purchases of stock-in-trade 26 19,613.83 18,256.66

Changes in inventories of finished goods, work in progress and stock in trade

27 2,027.51 (436.15)

employee benefits expenses 28 1,806.09 1,822.47

Finance costs 29 3,221.39 2,603.82

depreciation/Amortisation 12 1,180.98 1,193.09

Other expenses 30 10,563.95 9,796.16

TOTAL EXPENSES 59,392.29 53,101.40

Profit before exceptional items and tax 3,093.80 5,158.88Less: exceptional items 31 133.00 851.32

Profit before tax 2,960.80 4,307.56Less : Tax expenses

- Current tax 560.66 1,253.00

- deferred tax liability/(asset) (28.29) (397.22)

- MAT credit entitlement (74.58) -

- Tax of earlier years - 111.24

Total tax expense 457.79 967.02Profit for the year 2,503.01 3,340.54Earnings per equity share 32

(Nominal value of share ` 1 (PY ` 2) : Basic 2.19 2.92

: diluted 2.19 2.92

Significant Accounting Policies 2

Accompanying Notes to Accounts 33

50

CASH FLOW STATeMeNT for the year ended 31st March 2012

(` in Lakhs) Particulars Year ended

31.03.2012Year ended 31.03.2011

A. CASH FLOW FrOM OPErATING ACTIvITIES: Net profit before tax 2,960.80 4,307.57

Adjustments for :

depreciation 1,180.98 1,193.10

Provision for doubtful debts 8.15 4.99

Finance costs 3,221.39 2,603.82

Loss on sale/discard of fixed assets 155.23 162.26

Interest income (1,279.48) (1,335.52)

dividend income (98.90) (152.28)

Net gain on sale of current investments (129.89) (211.71)

unrealised (gain)/loss on foreign exchange fluctuations (net) (550.71) (110.58)

Operating profit before working capital changes 5,467.57 6,461.65 Adjustments for :

decrease/(Increase) in Trade receivables (4,380.24) (3,051.89)

decrease/(Increase) in Inventories (2,176.79) (5,151.94)

decrease/(Increase) in Short-term loans and advances 1,267.03 104.16

decrease/(Increase) in Long-term loans and advances 196.18 1,764.90

decrease/(Increase) in Other current assets 151.91 (404.48)

decrease/(Increase) in Other Non-current assets 499.92 (419.19)

Increase/(decrease) in Trade payables 1,606.50 (292.28)

Increase/(decrease) in Other current liabilities 628.66 1,176.43

Increase/(decrease) in Other long- term liabilities (17.10) (8.91)

Increase/(decrease) in Long-term provisions 12.70 6.43

Increase/(decrease) in Short term provisions (15.75) 34.57

Cash generated from/(used in) operations 3,240.59 219.45 direct taxes paid (1,460.76) (1,298.33)

Net cash flow from/(used in) operating activities 1,779.83 (1,078.88)

B. CASH FLOW FrOM INvESTING ACTIvITIES: Purchase of fixed assets - tangible (882.95) (2,338.73)

Purchase of fixed assets - intangible - (94.64)

Sale of fixed assets - tangible 99.83 1,373.45

Capital work in progress 30.25 9.07

Purchase of investments - non-current (8,277.07) (1,917.59)

Purchase of investments - current (8,460.76) 2,097.39

Sale of investments - current 11,743.45 -

Sale of investments - non-current 17.51 -

Redemption/maturity of bank deposits (having maturity more than 3 months) (177.99) 68.97

dividend income 98.90 152.28

Interest income 1,279.48 1,335.52

Net cash flow from/(used in) investment activities (4,529.35) 685.72


CASH FLOW STATeMeNT for the year ended 31st March 2012


31.03.2012Year ended 31.03.2011

C. CASH FLOW FrOM FINANCING ACTIvITIES: Repayment of borrowings - long term (2,072.81) (2,292.69)

Proceeds from borrowings - short term 6,841.75 4,099.00

Financing charges (3,221.39) (2,603.82)

dividend paid including tax thereon (332.26) (266.70)

Net cash flow from/(used in) financing activities 1,215.29 (1,064.21)

Net increase/(decrease) in cash and cash equivalents (1,534.23) (1,457.37) Cash and cash equivalents at the beginning of the year 1,162.94 2,509.73

unrealised (gain)/loss on foreign exchange fluctuations (net) 550.71 110.58

Cash and cash equivalents at the end of the year 179.42 1,162.94

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

(` in Lakhs)

Particulars As at 31.03.2012

As at 31.03.2011

Cash in hand 14.26 40.76

Balances with Bank 165.16 1,122.18

179.42 1,162.94

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





52

NOTeS TO FINANCIAL STATeMeNTS for the year ended 31st March 2012

COrPOrATE INFOrMATION:

Provogue (India) Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing, trading of garments. Company is also indulge in the business of import and export of commodities and goods.

BASIS OF PrEPArATION:

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

NOTE 1 : THE COMPOSITE SCHEME OF ArrANGEMENT

a) As per the Order dated 10th February 2012, the Hon’ble High Court of Judicature at Bombay approved the Composite Scheme of Arrangement (The Scheme) whereby the Retail Centric Real estate development Business (RCRedB) division was demerged and transferred from Provogue (India) Limited (the Company) and vested in Prozone Capital Shopping Centres Limited (the Resulting Company) as a going concern with retrospective effect from 1st April 2011 being the Appointed date.

b) The Scheme became effective from 27th February 2012 (the effective date) upon which the business of RCRedB division including all its assets whether moveable or immoveable, tangible or intangible and liabilities whether present or contingent (as detailed in the Scheme) stands transferred and vested in the Resulting Company

c) The management of Provogue (India) Limited (the Company), Prozone enterprises Private Limited (the Amalgamating Company) and Prozone Capital Shopping Centres Limited (the Resulting Company), in terms of provision contained in para no. 19.1.4 of the Scheme, mutually decided to disregard the investment made by the Company in ‘Provogue Infrastructure Private Limited’ from the RCRedB division. Accordingly, ‘Provogue Infrastructure Private Limited’ is deemed to be continued as subsidiary of the Company.

d) From the Appointed date upto the effective date, the business of RCRedB division is deemed to have been carried out by the Company in trust for the Resulting Company and hence, any income or profit accruing or arising and any costs, charges, expenses and losses incurred by the Company in relation to RCRedB division in accordance with the Scheme shall be treated as of the Resulting Company. The under mentioned assets and liabilities have been accounted for, in the method and manner, as prescribed in the Scheme:

The effects of the Scheme, are as summarised below:

(` in Lakhs) Particulars

AssetsFixed Assets - Tangible 240.90Non-Current Investments 20,512.20 20,753.10Less:LiabilitiesLong Term Borrowings 63.93Long Term Provisions 1.09Other Current Liabilities 1.16 66.18

20,686.92Less: Investment disregarded 1.00Excess of Assets over Liabilities 20,685.92




excess of Assets over Liabilities Charged to :Capital Redemption Reserve 1,143.57Securities Premium Account 19,542.35

20,685.92

e) In consideration of transfer and vesting of RCRedB division to the Resulting Company, 1(one) fully paid equity Share of ` 2 each at par was issued and allotted by the Resulting Company, to the Shareholders of the Company for every one equity Share held by them in the Company on 12th March 2012 i.e. record date fixed by the Board of directors of the Company for determining the entitlement of equity Shares of the Resulting Company.

f) Reduction & Re-organisation of equity Share Capital :

Authorised Share Capital : 1650.00 Lakhs equity Shares of ` 2 each re-organised into 3,300.00 Lakhs equity Shares of ` 1 each.

Issued, Subscribed and Paid up Share Capital :

1,143.57 Lakhs equity Shares of ` 2/- each reduced to 1,143.57 Lakhs equity Shares of ` 1/- each and difference on reduction of capital amounting to ` 1,143.57 Lakhs is credited to ‘Capital Redemption Reserve’.

g) The Resulting Company is being in the process of listing on the stock exchanges.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

a. 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.

b. 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.

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 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.

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 capitalisation.

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

54

b) Intangible Assets

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

ii) Computer Software is amortised on Straight Line Method over a period of five years.

e. Borrowing Costs:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised 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.

f. 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.

v) Publicity Materials are valued at cost.

* 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.

g. 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 market value whichever is lower.

h. Miscellaneous Expenditure:

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

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

i. 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.

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 Principles 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 transaction and the date of realisation 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 recognised in the Profit and Loss Account.

v) The premium in respect of forward exchange contract is amortised 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 recognised 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 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.

NOTE 3 : SHArE CAPITAL

(` in Lakhs)


As at 31.03.2011

Authorised3300.00 Lakhs (PY 1650.00 Lakhs) equity Shares of ` 1 (PY ` 2) each 3,300.00 3,300.00

Issued, Subscribed and Fully Paid Up1143.57 Lakhs equity Shares of ` 1 (PY ` 2) each fully paid up 1,143.57 2,287.14

1,143.57 2,287.14

a) Pursuant to The Scheme coming into effect,

Authorised Share Capital :

1,650.00 Lakhs equity Shares of ̀ 2 each re-organised into 3,300.00 Lakhs equity Shares of ̀ 1 each.

Issued, Subscribed and Paid up Share Capital :

1,143.57 Lakhs equity Shares of ` 2/- each reduced to 1,143.57 Lakhs equity Shares of ` 1/- each


56

b) reconciliation of shares outstanding at the beginning and at the end of the period

Particulars As at 31.03.2012 As at 31.03.2011

No. in Lakhs ` in Lakhs No. in Lakhs ` in Lakhs

equity SharesAt the beginning of the period 1,143.57 2,287.14 1,143.57 2,287.14Reduction and reorganisation pursuant to The Scheme

- (1,143.57) - -

Outstanding at the end of the period 1,143.57 1,143.57 1,143.57 2,287.14

c) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 1 (PY ` 2) per share. each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) Details of Shareholders holding more than 5% shares in the company:



Nikhil Chaturvedi 106.12 9.28 106.12 9.28Salil Chaturvedi 102.95 9.00 102.95 9.00Nailsfield Limited 114.15 9.98 - -

e) Other Information

i) 29.00 Lakhs equity Shares (of ` 10 each fully paid) have been issued as preferential allotment at a premium of ` 440 per share in the financial year 2006-07.

ii) 13.34 Lakhs equity Shares (of ` 10 each fully paid) have been issued on conversion of the share warrants issued at ` 450 in the ratio of one share per warrant in the financial year 2007-08 and 2008-09

iii) 28.50 Lakhs equity Shares (of ` 10 each fully paid) have been issued as preferential allotment at a premium of ` 1090 per share in the financial year 2008-09

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

v) 20.50 Lakhs equity Shares of ̀ 2 each have been extinguished under Buy Back Scheme in the financial year 2009-10.

vi) during the year, pursuant to The Scheme of Arrangement, 1143.57 Lakhs equity Shares of ` 2/- each have been reduced to 1143.57 Lakhs equity Shares of ` 1/- each



NOTE 4. rESErvES AND SUrPLUS

(` in Lakhs) Particulars As at

31.03.2012 As at

31.03.2011

Capital reserveBalance at the beginning and end of the period 1,842.22 1,842.22

Capital redemption reserveBalance at the beginning of the period 40.99 40.99Add: Transfer during the year from Securities Premium 1,143.57 -Closing Balance 1,184.56 40.99

Securities PremiumBalance at the beginning of the period 56,854.15 56,854.15Less:Transfer during the year to Capital Redemption Reserve 1,143.57 -Pursuant to The Scheme 19,542.35 -Closing Balance 36,168.23 56,854.15

General reserveBalance at the beginning of the period 400.00 200.00Add: Transfer during the year - 200.00Closing Balance 400.00 400.00

Surplus/(deficit) in the statement of profit and lossBalance at the beginning of the period 11,843.90 9,035.61Add: Profit for the year 2,503.01 3,340.55

14,346.91 12,376.16Less: AppropriationsProposed Final equity dividend (dividend per share ` 0.10 (PY ` 0.25)) 114.36 285.89Tax on Corporate dividend 18.55 46.37Transfer to General Reserve - 200.00

132.91 532.26Closing Balance 14,214.00 11,843.90

53,809.01 70,981.26

NOTE 5. LONG - TErM BOrrOWINGS


31.03.2012 As at

31.03.2011

Term loan from banks (Secured) 5,946.87 7,522.88Less: Interest accrued but not due on borrowings 61.54 80.03Less: Current maturities of long term debt (disclosed under other current liabilities)

1,644.96 1,174.97

4,240.37 6,267.88Hire purchase loans (Secured) 34.17 108.39Less: Current maturities of Long Term debt (disclosed under other current liabilities)

19.64 48.56

14.53 59.834,254.90 6,327.71


58

a) Term Loans from Banks includes :

i) ` 253.08 Lakhs (PY ` 379.41 Lakhs) term loan from Corporation Bank carries interest @ Base Rate + 3.85% p.a.. The loan is repayable in 20 quarterly instalments along with interest starting from 6th May 2009. The loan is secured by equitable Mortgage: First charge on factory land & building & Hypothecation: First charge on P&M and other moveable assets acquired out of the loan at the estimated cost of ` 845.00 Lakhs at Baddi, Himachal Pradesh.

ii) ` 2894.85 Lakhs (PY ` 3959.31 Lakhs) term loan from Axis Bank carries interest @ BPLR - 3.75% p.a.. The loan is repayable in 60 equal monthly instalments along with interest starting from 31st January 2009. The loan is secured by first charge over future credit card receivables of the Company. Second charge on entire fixed assets of Company other than the assets specifically pledge & current assets of Company

iii) ` 2798.93 Lakhs (PY ` 3184.16 Lakhs) term loan from Axis Bank carries interest @ Base Rate +3.50% p.a.. The loan is repayable in 60 unequal and progressing monthly instalments along with interest starting from 31st August 2010. The loan is secured by first charge over future credit card receivables of the Company. Second charge on entire fixed assets of Company other than the assets specifically pledge & current assets of Company.

All the above loans are further secured by pledge of listed shares held by promoter group and personal guarantee of promoter directors.

b) Hire Purchase Loans amounts to ` 34.17 Lakhs (PY ` 108.39 Lakhs) are secured by hypothecation of respective vehicles financed. The loan carries interest ranging from 8% to 12% p.a. The loan is repayable in 48 to 60 equal monthly instalments starting from the respective dates of finance.

NOTE 6. OTHEr LONG TErM LIABILITIES


31.03.2012 As at

31.03.2011

Trade deposits 275.63 303.69unbilled lease rental 29.34 18.37

304.97 322.06

NOTE 7. LONG-TErM PrOvISIONS


31.03.2012 As at

31.03.2011

Provision for gratuity 40.10 27.4040.10 27.40

NOTE 8. SHOrT-TErM BOrrOWINGS


31.03.2012 As at

31.03.2011

Working capital loans from banksSecured 22,746.65 16,322.62unsecured 1,088.11 660.39Interest free intercorporate deposit repayable on demand (unsecured) - 10.00

23,834.76 16,993.01



Working capital loans from banks includes:

Secured :

Cash Credit Loan:

` 12665.97 Lakhs (PY ` 10081.08 Lakhs) - Secured by hypothecation of stocks and book debts along with the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premise (at daman) of the Company carrying interest @ 14% to 15% p.a.2

Packing Credit Loan and Foreign Bills Purchased:

` 9427.75 Lakhs (PY ` 5724.06 Lakhs) - Secured by hypothecation of stocks and book debts of export division and the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premise (at daman) of the Company carrying interest @ 11% to 13% p.a.

Others :

` 652.92 Lakhs (PY ` 517.46 Lakhs) - secured by lien of approved mutual funds carrying interest @ 10% to 11% p.a.

Unsecured Loan:

` 676.04 Lakhs ( PY 660.39 Lakhs) suppliers bills discounting limit from Indusind bank carries interest @ 0.50% over LCBd rate.

` 412.07 Lakhs (PY NIL) suppliers bills discounting limit from SIBdI carries interest rate @ 20% LCBd rate.

NOTE 9. TrADE PAYABLES


31.03.2012 As at

31.03.2011

due to Micro, Small & Medium enterprises - -due to Others 7,119.82 5,513.31

7,119.82 5,513.31

There are no amounts due to the suppliers covered under Micro, Small and Medium enterprises development Act, 2006. This information takes into account only those Suppliers who have responded to the enquiries made by the Company for this purpose.

NOTE 10. OTHEr CUrrENT LIABILITIES


31.03.2012 As at

31.03.2011

Current maturities of long term debts 1,664.60 1,223.53Interest accrued & due on borrowing 61.54 80.03Book overdrafts 187.37 -duties & taxes 110.83 162.79dividend payable 4.13 2.82Advance from sundry debtors 11.94 18.49Trade deposits 9.73 -

2,050.14 1,487.66


60

NOTE 11. SHOrT-TErM PrOvISIONS


31.03.2012 As at

31.03.2011

Provision for leave encashment 35.44 35.66Provision for employee benefits 223.24 252.76Provision for expenses 53.66 39.68Proposed dividend 114.36 285.89Provision for dividend distribution tax 18.55 46.37

445.25 660.36



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62

NOTE 13. NON-CUrrENT INvESTMENTS

(` in Lakhs)


As at 31.03.2011

Trade, Unquoted(Valued at cost unless stated otherwise)Investment in equity instruments of subsidiaries(All at face value of ` 10 each fully paid unless stated otherwise)

Prozone enterprises Private Limited - 20,511.20Nil (PY 2,73,13,260) equity Shares(Pursuant to The Scheme)

Sporting & Outdoor Ad-Agency Private Limited 132.61 132.614,18,102 equity Shares

Pronet Interactive Private Limited 10.00 10.001,00,002 equity Shares

Millennium Accessories Limited 1,505.06 2.5515,50,000 (PY 25,500) equity Shares

Oasis Fashion Private Limited 5.00 5.0050,000 equity Shares

Probrand enterprises Private Limited - 10.00Nil (PY 1,00,000) equity Shares

Profab Fashions Private Limited 505.00 5.004,50,000 (PY 50,000) equity Shares

Provogue Infrastructure Private Limited 5,851.00 1.0045,10,000 (PY 10,000) equity Shares

Flower, Plants & Fruits (India) Private Limited. 637.57 637.5710,000 equity Shares

Provogue Holding Limited (Singapore) 4.44 4.449385 Ordinary Shares of S$ 1 fully paid up

Faridabad Festival City Private Limited 410.78 1.224,11,355 (PY 10,220) equity Shares

Merrut Festival City Private Limited - 1.00Nil (PY 10,000) equity Shares

Acme Advertisements Private Limited 1.00 1.0010,000 equity Shares



(` in Lakhs)


As at 31.03.2011

Brightland developers Private Limited 1.00 1.0010,000 equity Shares

elite Team HK Limited (Formerly known as elite Team Trading Limited) 60.60 60.6050,00,000 (PY 10,00,000) equity Shares of HK$ 10 fully paid up(Includes 40,00,000 equity shares received as bonus shares during the year)Classique Creators Limited 5.00 -50,000 equity Shares

Prozone Infrastructure Limited 5.00 -50,000 equity Shares

Non-trade, Unquoted(Valued at cost unless stated otherwise)Investment in equity instruments(All at face value of ` 10 each fully paid unless stated otherwise)

Prozone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited)

5.00 1.00

2,50,000 (PY 10,000) equity Shares of ` 2 (PY ` 10) each

Standard Mall Private Limited 1.00 -10,000 equity Shares

Parkville Multiplex Cinema Private Limited - 0.25Nil (PY 2500) equity Shares

Presage Techno power Private Limited 0.35 0.353,514 equity Shares

Investment in Preference shares

Sneh Shares & Securities Private Limited 690.00 690.0040,00,000 18% Non-cumulative Redeemable Preference Shares of Re. 1 each fully paid up

Ojas Industries Private Limited 310.00 310.003,10,000 7.5% Cumulative Redeemable Preference Shares of ` 100 each fully paid up

Phenil Sugars Private Limited12,00,000 6% Cumulative Redeemable Preference Shares of ` 100 each fully paid up

1,603.00 1,603.00

2,38,000 8.25% Cumulative Redeemable Preference Shares of ` 100 each fully paid up

327.00 327.00


64

(` in Lakhs)


As at 31.03.2011

OthersIndian Real Opportunity Venture Capital Fund (Scheme: Milestone domestic)"

53.77 60.02

5376 (PY 6275) units of face value of ` 1,000 each fully paid up

Non-trade, QuotedInvestment in equity instrumentsAndhra Bank 4.05 4.05(4,505 equity Shares of face value of ` 10 each fully paid up)[Market Value ` 5.37 Lakhs (PY ` 6.80 Lakhs)]

12,128.23 24,379.86Note:Aggregate Value of unquoted Investments 12,124.18 24,375.81Aggregate Value of Quoted Investments 4.05 4.05Market Value of Quoted Investments 5.37 6.80

NOTE 14. DEFErrED TAX ASSETS (NET)

(` in Lakhs)


As at 31.03.2011

Deferred tax assets Fixed Assets : Impact of difference between tax depreciation and depreciation/amortisation charged for the financial reporting

615.54 597.51

Provision for doubtful debts 14.20 11.55Impact of expenditure charged to the statement of profit and loss in the current year but allowed for tax purposes on payment basis

34.45 26.83

664.19 635.89

NOTE 15. LONG - TErM LOANS AND ADvANCES (UNSECUrED, CONSIDErED GOOD)


31.03.2012 As at

31.03.2011

Security deposits 1,438.35 1,271.59

Advance against property 1,065.00 1,065.00

Loans and advances- To related parties 1,854.11 2,253.69- Others 27.83 -

Other loans and advancesAdvance Tax & TdS (net of provision for tax) 968.91 68.81CeNVAT credit receivable 229.68 219.96




31.03.2012 As at

31.03.2011

excise duty refundable 32.44 32.82Input VAT receivable 6.98 7.51

5,623.30 4,919.38

Details of Loans and advances to related parties:- To subsidiary companies Faridabad Festival City Private Limited 92.44 432.87 Millennium Accessories Limited 36.04 2.96 Oasis Fashions Limited 0.27 0.27 Pronet Interactive Private limited - 0.18 Sporting and Outdoor Ad Agency Private Limited 171.08 196.71 Prozone enterprises Private Limited - 560.61 Brightland developers Private Limited 197.72 90.88 Provogue Holding Limited (Singapore) 7.18 4.31 Provogue Infrastructure Pvt Ltd 7.03 0.49 Classique Creators Limited 0.17 - Prozone Infrastructure Limited 0.24 - Prozone Capital Shopping Centres Limited (Formerly known as

Castle Mall Private Limited)- 24.68

elite Team HK Limited (Hongkong) 1,166.28 939.73

- To step down subsidiary company Standard Mall Private Limited 145.58 -

- To enterprises under significant influence Prozone Capital Shopping Centres Limited (Formerly known as

Castle Mall Private Limited)30.08 -

1,854.11 2,253.69

NOTE 16. OTHEr NON-CUrrENT ASSETS

(` in Lakhs)


As at 31.03.2011

Share application money given (unsecured, Considered Good)- To Related Parties 100.00 48.45- To Others - 56.25

Balances with banks to the extent held as margin money 4.81 425.44104.81 530.14

Share application money given to related parties includes:- Millennium Accessories Limited - 48.45- elite Team HK Limited (Hong Kong) 100.00 -


66

NOTE 17. CUrrENT INvESTMENTS

(` in Lakhs)


As at 31.03.2011

Unquoted Investments(valued at lower of cost and fair value, unless stated otherwise)Investments in Bonds 1 (PY 1) 8.55% IIFCL Bonds (03.11.2014) of ` 10 Lakhs each fully paid up

10.07 10.07

Nil (PY 520) 10.75% dPSC Bonds (03.11.2018) of ` 2 Lakhs each fully paid up

- 1,049.46

Nil (PY 7) Aircel CP (30.05.2011) of ` 5 Lakhs each fully paid up - 67.83Nil (PY 20) 12.50% Magma Fincorp Limited of ` 10 Lakhs each fully paid up

- 203.89

Nil (PY 20) 10 % Punj Lloyd limited (10.03.2014) of ` 1 lakh each fully paid up

- 21.44

Nil (PY 40) Water and Sanitation Pooled Fund of ` 1 lakh each fully paid up

- 41.54

Investments in Mutual Funds - -Nil (PY 0.51 Lakhs) units of Birla Sun Life Saving Fund - 5.13116.53 Lakhs (PY 116.53 Lakhs) units of dWS Short Maturity Fund 1,332.02 1,332.02Nil (PY 90.64 Lakhs) units of Fidelity ultra Short Term debt Fund - 906.87Nil (PY 100.00 Lakhs) units of BNP Paribas Fixed Asset Fund - 1,000.00Nil (PY 208) units of ICICI Prudential Flexible income plan - 0.22Nil (PY 19.74) units of ICICI Prudential Liquid Super Institutional Plan - 0.021,894 units of Reliance Money Manager Fund-CSd 18.96 -12,447 units of Reliance Short Term Fund - dividend 124.64 -

1,485.69 4,638.49

NOTE 18. INvENTOrIES

(` in Lakhs)


As at 31.03.2011

(As taken, valued, and certified by the management)Raw materials and components 17,363.37 13,079.73Work-in-process 248.67 662.57Finished goods 6,994.09 8,496.76Stock in trade 4,701.63 4,812.57Accessories & packing materials 56.70 136.03

29,364.46 27,187.66



NOTE 19 : TrADE rECEIvABLES

(` in Lakhs)


As at 31.03.2011

Due for a period exceeding six months from the date they are due for paymentunsecured, Considered Good 1,251.01 1,647.24unsecured, Considered doubtful 43.76 35.61

1,294.77 1,682.85Less : Provision for doubtful debts 43.76 35.61

1,251.01 1,647.24

Other debts (unsecured, Considered Good) 20,267.46 15,499.1421,518.47 17,146.38

Other debts includes from related parties Millennium Accessories Limited 52.40 - Profab Fashion (India) Limited 21.48 -

73.88 -

NOTE 20 : CASH & CASH EQUIvALENTS

(` in Lakhs)


As at 31.03.2011

Cash and Cash EquivalentsBalances with Banks:On Current Accounts 165.16 1,122.18Cash on Hand 14.26 40.76Other Bank BalancesBalances with banks to the extent held as margin money 583.72 405.74

763.14 1,568.68

NOTE 21 : SHOrT-TErM LOANS AND ADvANCES (UNSECUrED, CONSIDErED GOOD)

(` in Lakhs)


As at 31.03.2011

Loans and advances 11,984.44 13,015.24Advances recoverable in cash or kind 2,503.28 2,626.21Loans to employees 50.93 69.95Prepaid expenses 56.58 150.86

14,595.23 15,862.26


68

NOTE 22 : OTHEr CUrrENT ASSETS

(` in Lakhs)


As at 31.03.2011

Interest accrued 37.61 42.71MAT credit entitlement 74.58 -export benefit receivable 826.18 1,047.57

938.37 1,090.28

NOTE 23 : rEvENUE FrOM OPErATIONS (GrOSS)

(` in Lakhs)

Particulars Year ended 31.03.2012

Year ended 31.03.2011

Sale of products 59,845.79 55,048.06export benefits & incentives 871.02 1,095.22Gain on foreign exchange fluctuations (net) 750.26 339.62Other operating revenue 30.14 68.93

61,497.21 56,551.83

Details of products sold

(` in Lakhs)



Finished GoodsFabric 26,194.25 24,734.78Garments 10,539.86 8,847.00

36,734.11 33,581.78

Traded GoodsFabric 6,997.21 8,536.70Garments 3,969.87 4,037.56Accessories 1,172.20 53.15Others 10,972.41 8,838.87

23,111.69 21,466.28TOTAL 59,845.79 55,048.06

NOTE 24 : OTHEr INCOME

(` in Lakhs)



Interest income on Bank deposits 19.63 1.29Non-current investments 1,226.08 1,194.40Current investments 1.21 126.15Others 32.56 13.68



(` in Lakhs)



dividend income on current investments 98.90 152.28Net gain on sale of current investments 129.89 211.71Miscellaneous income 18.68 22.27

1,526.95 1,721.78

NOTE 25 : COST OF MATErIALS CONSUMED

(` in Lakhs)



raw Materials (Fabric)Opening stocks 13,079.73 8,379.73Add : Purchases 25,029.29 24,176.64

38,109.02 32,556.37Less : Closing stocks 17,363.37 13,079.73

20,745.65 19,476.64Accessories & Packing MaterialsOpening Stocks 136.03 120.26Add : Purchases 153.56 405.48

289.59 525.74Less : Closing Stocks 56.70 136.03

232.89 388.7120,978.54 19,865.35

NOTE 26 : PUrCHASES OF STOCk-IN-TrADE

(` in Lakhs)



Purchases of stock-in-trade 19,613.83 18,256.6619,613.83 18,256.66

Details of purchase of traded goods

(` in Lakhs)



Fabric 6,564.42 8,745.62Garments 1,123.20 1,329.41Accessories 722.96 9.24Others 11,203.25 8,172.39TOTAL 19,613.83 18,256.66


70

NOTE 27 : CHANGES IN INvENTOrIES OF FINISHED GOODS, WOrk IN PrOGrESS AND STOCk IN TrADE

(` in Lakhs)



Opening Stocks - Work in Process 662.57 321.97 - Finished Goods 8,496.76 8,897.69 - Stock in trade 4,812.57 4,316.09

13,971.90 13,535.75Less : Closing Stocks - Work in Process 248.67 662.57 - Finished Goods 6,994.09 8,496.76 - Stock in trade 4,701.63 4,812.57

11,944.39 13,971.902,027.51 (436.15)

Details of Inventory

(` in Lakhs)



Work in progressGarments 248.67 662.57

248.67 662.57Finished GoodsFabric 1,505.68 1,384.21Garments 5,488.41 7,112.55Accessories - -Others - -

6,994.09 8,496.76Stock in tradeFabric - -Garments 2,024.75 3,285.46Accessories 1,661.43 1,336.63Others 1,015.45 190.48

4,701.63 4,812.57TOTAL 11,944.39 13,971.90

NOTE 28 : EMPLOYEE BENEFITS EXPENSES

(` in Lakhs)



Salaries, wages & bonus 1,497.26 1,461.09Contribution to provident & other funds 73.82 72.12Workmen & staff welfare 69.20 66.24directors' remuneration 165.81 223.02

1,806.09 1,822.47



NOTE 29 : FINANCE COSTS

(` in Lakhs)



Interest expense on bank borrowings 2,943.46 2,223.88Bank Charges 277.93 379.94

3,221.39 2,603.82

NOTE 30 : OTHEr EXPENSES

(` in Lakhs)



Processing charges 3,511.48 2,773.76Power & fuel 37.52 35.76Rent (net) 1,955.83 1,748.02Rates & taxes 77.49 44.48Insurance 38.95 46.81Repairs and maintenance- Plant and machinery 4.74 13.77- Others 155.65 190.25Travelling & conveyance 209.37 233.01Communication costs 100.54 94.01Printing & stationery 44.25 54.35electricity charges 270.96 303.28Legal & professional fees 146.27 233.90Auditors' remuneration 42.85 55.04Commission 209.00 307.49Advertisement & sales promotion expenses 1,276.43 1,545.19Customer relation expenses 47.31 64.65Common area maintenance expenses 371.87 248.81Studio expenses 151.08 169.03Transportation, freight & handling charges 849.03 620.89Sales Tax/VAT 745.20 788.11Provision for doubtful debts 8.15 4.99Loss on sale/discard of fixed assets 155.23 162.26Miscellaneous expenses 154.75 58.30

10,563.95 9,796.16

Payments to Auditors

(` in Lakhs)



Audit fees 25.00 25.00Taxation matters 5.00 22.50Other services 8.82 4.50Service tax 4.03 3.04

42.85 55.04


72

rent (Net) represents :

(` in Lakhs)



Rent expenses 2,110.57 1,898.02Less: Rent income (154.74) (150.00)

1,955.83 1,748.02

Miscellaneous expenses includes :

(` in Lakhs)



Sundry balances written off 48.00 20.27Less: unclaimed balances written back 34.48 73.88

13.52 (53.61)

NOTE 31 : EXCEPTIONAL ITEMS

(` in Lakhs)



Prior Period Items 20.46 6.33Sundry balances written off 112.54 -Loss on discard of certain assets - 844.99

133.00 851.32

NOTE 32 : EArNINGS PEr EQUITY SHArE

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

(` in Lakhs) Sr. No.



i) Weighted average number of equity Shares of ` 1 each (PY ` 2 each)a) Number of shares at the beginning of the year 1,143.57 1,143.57b) Number of shares at the end of the period 1,143.57 1,143.57c) Weighted average number of shares outstanding during the year 1,143.57 1,143.57

- -ii) Net Profit after tax available for equity shareholders 2,503.01 3,340.55

iii) Basic earning Per Share of ` 1 each (PY ` 2 each) 2.19 2.92iv) diluted earning Per Share of ` 1 each (PY ` 2 each) 2.19 2.92

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.



NOTE 33 : ACCOMPANYING NOTES TO ACCOUNTS

A. Contingent Liabilities not provided for :

a) Letters of Credit outstanding ` 176.41 Lakhs. (PY ` 168.24 Lakhs)

b) Guarantee given by Banks on behalf of the Company `140.00 Lakhs. (PY ` 142.00 Lakhs)

c) Corporate Guarantee given on behalf of a Subsidiary Company ` 8088.66 Lakhs (PY ` 3190.39 Lakhs)

d) estimated amount of contracts remaining to be executed on capital account (net of advances) ` 1240.00 Lakhs. (PY ` 1265.00 Lakhs)

e) Sales Tax Liability contested in appeals ` 64.51 Lakhs (PY ` 68.18 Lakhs)

f) Stamp duty Liability not acknowledged as debt ` 10.00 Lakhs (PY ` 10.00 Lakhs)

g) Pursuant to the Interim Order dated 14th October 2011 passed by The Hon’ble Supreme Court with regard to the levy of service tax on immovable properties rented out for commercial use, the Company has deposited with the concerned department an amount of ` 139.73 Lakhs in respect of services tax liability upto 30th September 2011. For the balance 50% of the amount, the Company has furnished a solvent surety and has accordingly not provided (the total amount of) ` 279.47 Lakhs in the accounts. From October 2011 onwards, the Company is accounting and paying for such service tax regularly.

h) Confirmation letters have been sent in respect of Trade Receivables and Trade Payables. Very few parties are have responded to the request, the balances under these heads have been shown as per the books of account and are subject to reconciliation and adjustment if any. Consequential revenue impact, presently not ascertainable, will be considered as and when determined. However in view of management effect of the same is not expected to be material.

i) The Income Tax Authorities carried out a search and seizure operations at certain locations of the Company in January 2012 and have seized certain documents and various statements were recorded during the course of the search. The Company has co-operated with the Tax Authorities and has provided necessary details/information as and when required. Pending conclusion of the search operations as on date, it is not possible to assess the potential tax implication, if any, on the financial statements.

B. As at 31st March 2012, the Company has unutilised service tax input credit of ` 229.68 Lakhs (PY ` 219.65 Lakhs). The above credit shall be utilised against the taxable service provided by the Company in future.

C. 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.

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


74

Details of Loans to Subsidiaries:

Name of Subsidiary Company 31st March 2012 31st March 2011No. in Lakhs

Maximum Amount

No. in Lakhs

Maximum Amount

Sporting and Outdoor Ad Agency Private Limited

171.08 209.43 196.71 291.31

Pronet Interactive Private Limited - 0.18 0.18 0.18Standard Mall Private Limited 145.58 145.58 - -Faridabad Festival City Private Limited 92.44 432.86 432.87 433.09Millennium Accessories Private Limited 36.04 36.04 2.96 2.96Oasis Fashions Limited. 0.27 0.27 0.27 0.27Profab Fashions (India) Limited 21.48 21.48 - -Classique Creators Limited 0.17 0.17 - -Provogue Holding Limited - (Singapore)

7.18 7.18 4.31 4.31

elite Team Trading Limited - (Hongkong)

1,166.28 1,166.28 939.73 1,188.62

Provogue Infrastructure Private Limited.

7.02 17.02 0.50 0.50

Prozone Infrastructure Limited 0.24 0.24 - -Prozone enterprises Private Limited - - 560.61 5,973.58Prozone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited)

- - 24.68 24.68

Brightland developers Private Limited 197.72 212.42 90.88 90.88

Details of Investments in Subsidiaries:

(No. of shares)Name of Subsidiary Company As at

31.03.2012 As at

31.03.2011

Prozone enterprises Private Limited - 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 - 1,00,000Profab Fashion (India) Limited 4,50,000 50,000Provogue Infrastructure Private Limited 45,10,000 10,000Oasis Fashion Limited 50,000 50,000Millennium Accessories Limited 15,50,000 25,500Flowers, Plants & Fruits (India) Private Limited 10,000 10,000Acme Advertisements Private Limited 10,000 10,000Faridabad Festival City Private Limited 4,11,355 10,220Meerut Festival City Private Limited - 10,000Provogue Holding Limited (Singapore) 9,385 9,385elite Team Trading Limited (Hongkong) 50,00,000 10,00,000Prozone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited)

2,50,000 10,000

Brightland developers Private Limited 10,000 10,000Classic Creators Limited 50,000 -Prozone Infrastructure Limited 50,000 -



(No. of shares)Name of Subsidiary Company As at

31.03.2012 As at

31.03.2011

Investments through Provogue Infrastructure Private LimitedStandard Mall Private Limited 40,000 -Investments through Prozone Enterprises Private LimitedAlliance Mall developers Co Private Limited - 20,10,000Jaipur Festival City Private Limited - 10,000Standard Mall Private Limited - 10,000Royal Mall Private Limited - 10,000Prozone Liberty International Limited (Singapore) - 6,14,74,094Investments through Prozone Liberty International Limited (Singapore)Prozone International Limited (Singapore) - 3,80,46,055Prozone Overseas Pte Limited (Singapore) - 1Prozone International Coimbatore Limited (Singapore) - 1Investments through Prozone International Limited (Singapore)empire Mall Private Limited - 4,72,09,412Omni Infrastructure Private Limited - 24,000Hagwood Commercial developers Private Limited - 94,80,235

E. Additional Information Pursuant to the Provisions of Part II of the Schedule vI of the Companies Act 1956

I value of Imported and Indigenous raw Materials/Packing Materials/Accessories consumed during the year:

Particulars 31st March 2012 31st March 2011 In % ` in Lakhs In % ` in Lakhs

Imported 0.20 42.27 0.40 79.16Indigenous 99.80 20,936.27 99.60 19,786.19TOTAL 100.00 20,978.54 100.00 19,865.35

C.I.F. value of Imports, Expenditure and Earnings in Foreign Exchange

(` in Lakhs)Particulars 31st March

201231st March

2011

C.I.F. value of ImportsCapital Goods 2.01 NilRaw Materials 42.27 79.16Trading Goods 12,779.95 13,722.94

Expenditure in Foreign ExchangeTravelling expenses 47.15 50.52Professional Fees Nil 31.83Interest on Foreign Currency Loans 376.15 227.69

Earnings in Foreign Exchangeexport Sales - FOB 27,702.09 24,176.69


76

remittance in foreign currency on account of dividends:

(` in Lakhs)Particulars 31st March

201231st March

2011

Year to which the dividend relates 2010-11 2009-10Number of non-resident shareholders to whom remittances were made

633 459

Number of shares on which remittances were made (of Face Value ` 2 each)

2,28,24,634 2,87,82,333

dividend amount (` in Lakhs) 57.06 57.56

F. Disclosure as per AS 15 “Employee Benefits” :

defined Benefit Plans - As per Actuarial Valuation on 31st March 2012




a) i) Present value of obligation Opening defined benefit obligation 46.63 43.21 Current Service Cost 10.21 - Pursuant to the Scheme (0.61) - Interest Cost 3.12 3.24 Actuarial loss on obligation 0.83 5.48 Benefits paid (15.16) (5.30) Closing defined benefit obligation 45.02 46.63

Less: ii) Fair value of Plan Assets Opening Fair Value of Plan Assets 19.23 22.24 expected Return on Plan Assets less Loss on Investments 0.85 2.66 Actuarial Gain/(Loss) on Plan Assets - (0.37) employers' Contribution - - Benefits paid (15.16) (5.30) expected Return on Plan Assets less Loss on Investments 4.92 19.23 Amount recognized in Balance Sheet 40.10 27.40

b) Expenses during the year Service Cost 10.21 -Pursuant to the Scheme (0.34) -Interest Cost 3.12 3.24Actuarial (Gain)/Loss 0.83 4.28TOTAL 13.82 7.52

c) Actual returns on Plan Assets 0.85 1.20

d) 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%F5Y

8.5%TA"5.00%

G. Segment information:

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 segments as its primary segment.

The primary segment reporting format is determined to be geographic segment as the company’s risks and rates of returns are affected predominantly by the geographic distribution of activities.


31.03.2012 As at

31.03.2011

1. Segment Revenue

a. domestic 31,073.99 30,313.61

b. exports 29,885.15 26,224.90

Gross Sales/Income from Operations 60,959.14 56,538.51

2. Segment Results

Profit before tax and interest for each segment

a. domestic 7,406.52 7,815.58

b. exports 3,157.94 2,803.49

Sub Total 10,564.46 10,619.07Less : i) Interest 3,221.39 2,603.82

ii) un-allocable expenses (net of income) 4,382.26 3,707.68

Total Profit before Tax 2,960.80 4,307.57Less : Tax expenses 457.79 967.02

Net Profit 2,503.01 3,340.55

3. Capital employed (Segment Assets - Segment Liabilities)

a. domestic 27,250.97 38,990.02

b. exports 7,427.46 4,395.89

unallocated Capital employed 20,274.15 29,882.49

TOTAL 54,952.58 73,268.39

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


78

H. related Party Disclosure:

As required under Accounting Standard 18 “Related Party disclosure” (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18:

For the year ended 31st March 2012

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

b) Enterprises under significant influence

Acme exports


empire Mall Private Limited

c) Subsidiaries - The Ownership, Directly or Indirectly through Subsidiary/Subsidiaries

Acme Advertisements Private Limited


Pronet Interactive Private limited

Profab Fashions (India) Limited

Oasis Fashions Limited

Millennium Accessories Limited

Flowers Plant & Fruits (India) Private Limited

Faridabad Festival City Private Limited

Provogue Holding Limited (Singapore)

elite Team HK Limited

Provogue Infrastructure Private Limited

Brightland developers Private Limited

Standard Mall Private Limited

Classique Creators Limited

Prozone Infrastructure Limited



ii) Disclosures required for related parties transaction:

a) Sale/Purchase of goods and services

Particulars Sale of Services

Purchase of

Services

Purchase of Goods

Sales of Goods

Lease rental

Deposit

Amount due to

related Parties

Amount due

from related Parties

Enterprises under significant influenceAcme exports - - - - - 0.25 -Prozone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited)

120.00 63.95 - - - - -


- 37.14 - - 7.27 16.32 -

SubsidiariesSporting and Outdoor Ad Agency Private Limited

- 0.09 - - - 26.36 -

Acme Advertisement Private Limited

- 280.59 - - - 10.28 -


- - - 1,503.95 - - 52.40

Flowers, Plants, & Fruits Private Limited

- 26.40 - - - 69.00 -


- - - - - - -


- - - 499.55 - - 21.48

120.00 408.17 - 2,003.50 7.27 122.21 73.88

b) Loans given and repayment thereof

Particulars Pursuant to Amal-

gamation

Loans Given

received Back

Interest Accrued

Amount due from

related Parties

Enterprises under significant influenceProzone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited)

560.61 162.24 717.51 0.06 30.08


80

Particulars Pursuant to Amal-

gamation

Loans Given

received Back

Interest Accrued

Amount due from

related Parties

Subsidiaries - - - - -Millennium Accessories Limited

- 33.08 - - 36.04


- 0.03 53.51 27.85 171.08

Pronet Interactive Private Limited

- - 0.18 - -

Oasis Fashion Limited - - - - 0.27Provogue Infrastructure Private Limited

- 17.02 10.50 - 7.03

elite Team HK Limited - 560.26 333.71 - 1,166.28Provogue Holding Limited

- 2.87 - - 7.18


- 229.97 570.40 - 92.44


- 145.58 - - 145.58


- 121.73 14.89 - 197.72

Classique Creators Limited

- 0.17 - - 0.17

Prozone Infrastructure Limited

- 0.24 - - 0.24

560.61 1,273.19 1,700.70 27.91 1,854.11

c) Investments

Particulars Invest-ment in shares


4.00

Standard Mall Private Limited 1.00SubsidiariesMillennium Accessories Limited 1,502.51Faridabad Festival City Private Limited 409.56Provogue Infrastructure Private Limited 5,850.00Profab Fashions (India) Limited 500.00Classique Creators Limited 5.00Prozone Infrastructure Limited 5.00

8,277.07



d) Share Application Money Given

Particulars Share Application

Money Given

Shares Allotted

Amount due from

related Parties

SubsidiariesMillennium Accessories Limited - 48.45 -elite Team HK Limited 100.00 - 100.00

e) remuneration to key Management Personnel

Particulars remuneration

Key Management PersonnelMr. Nikhil Chaturvedi 21.43Mr. Akhil Chaturvedi 59.89Mr. Salil Chaturvedi 24.58Mr. deep Gupta 59.89


i) List of related Parties and relationships:

a) key Management Personnel

Mr. Nikhil Chaturvedi directorMr. Akhil Chaturvedi directorMr. Salil Chaturvedi directorMr. deep Gupta directorMr. Nigam Patel directorMr. Rakesh Rawat director

b) Enterprises under significant influence

Acme exports

c) Subsidiaries

Prozone enterprises Private Limited



Pronet Interactive Private limited

Probrand enterprises Limited


Oasis Fashions Limited


Flowers Plant & Fruits (India) Private Limited

Meerut Festival City Private Limited


Provogue Holding Limited (Singapore)

elite Team Trading Limited (Hongkong)

Castle Mall Private Limited


82

Provogue Infrastructure Private Limited


Alliance Mall developers Co Private Limited

Jaipur Festival City 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)


Omni Infrastructure Private Limited

d) Joint ventures and Coventurers:

emerald Buildhome Private Limited (JV)

Moontown Trading Company Private Limited (JV)

ii) related parties transaction:

a) Sale/Purchase of goods and services

Particulars Sale of Services

Purchase of

Services

Purchase of Goods

Sales of Goods

Amount due to

related Parties

Enterprises under significant influenceAcme exports - - - - 0.45SubsidiariesProzone enterprises Private Limited

120.00 - - 0.81 -


- - - - 30.48

Acme Advertisement Private Limited

- 195.42 - - 24.94


- - 1.56 - 15.02

empire Mall Private Limited - 17.31 - - 10.06Flowers, Plants, & Fruits Private Limited

- 25.60 - - 51.88

120.00 238.33 1.56 0.81 132.83

b) Loans given and repayment thereof

Particulars Loans Given

received Back

Interest Accrued

Amount due to

related Parties

SubsidiariesMillennium Accessories Limited 0.06 - - 2.96Sporting and Outdoor Ad Agency Private Limited

49.12 175.83 31.68 196.71



Particulars Loans Given

received Back

Interest Accrued

Amount due to

related Parties

Pronet Interactive Private Limited - - - 0.18Oasis Fashion Limited - - - 0.27Prozone enterprises Private Limited 4,176.32 6,192.26 - 560.61Provogue Infrastructure Private Limited - - - 0.49elite Team Trading Limited 1,185.50 248.90 - 939.73Provogue Holding Limited 4.31 - - 4.31Faridabad Festival City Private Limited 256.23 0.22 - 432.87Castle Mall Private Limited 24.00 0.08 0.76 24.68Brightland developers Private Limited 90.88 - - 90.88

5,786.42 6,617.29 32.44 2,253.69

c) Loans taken and repayment thereof

Particulars Loans Taken

Loan repaid

Interest Paid

Amount due to

related Parties

Enterprises under significant influenceAcme exports 1.80 -

d) Investments

Particulars Acquisi-tion of shares

Invest-ment in shares

key Management PersonnelMr. deep Gupta 0.50 -Mr. Nigam Patel 0.50 -

SubsidiariesFaridabad Festival City Private Limited - 0.22Castle Mall Private Limited - 1.00Brightland developers Private Limited - 1.00

e) remuneration to key Management Personnel

Particulars remuneration

key Management PersonnelMr. Nikhil Chaturvedi 21.34 Mr. Akhil Chaturvedi 59.91 Mr. Salil Chaturvedi 49.17 Mr. deep Gupta 59.91 Mr. Rakesh Rawat 32.69


84

I. The Company has taken premises on operating lease and entered 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” is as under ;

a) Future minimum lease payments receivable under non-cancellable operating leases in aggregate for the following periods:


31.03.2012 As at

31.03.2011

Not later than one year 702.98 485.59Later than one year and not later than five years 1,113.58 743.64Later than five years Nil Nil

b) Initial direct costs incurred on these leasing transactions have been recognised in the Profit and Loss Account.

J. during the year 2008-09 the Company has raised an amount of ̀ 32,982 Lakhs through preferential issue of shares and allotment of convertible warrants. The Company has partially utilized the above proceeds for investment in its subsidiaries, towards other objects and general corporate purposes. Pending utilization, the balance funds as at 31st March 2012 has been invested in Mutual Funds, Bonds, Other Loans and in fixed deposits/current account with Banks.

k. Till the year ended 31st March 2011, the Company was using Pre-Revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. during the year ended 31st March 2012, the revised schedule VI notified under the Companies Act, 1956 has become applicable to the Company. The Company has re-grouped, reclassified and/or re-arranged previous year’s figures, wherever necessary to conform to current year’s classification. except accounting for dividend on investments in subsidiary companies, the adoption of Revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements applicable in the current year.







Auditors’ Report to the Board of Directors of Provogue (India) Limited on the Consolidated Financial Statements of Provogue (India) Limited and its Subsidiaries

We have audited the attached Consolidated Balance Sheet of Provogue (India) Limited (hereinafter referred as “the Company”), the holding Company and its subsidiaries (hereinafter collectively referred to as “the Group”) as at 31st March 2012, the Consolidated statement of Profit and Loss 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” notified pursuant to the Companies (Accounting Standards) Rules, 2006 and on basis of the separate audited financial statement of the Company and its subsidiaries included in the Consolidated Financial Statements.

3. We did not audit the financial statements of six subsidiaries viz., Standard Mall Private Limited, Profab Fashions (India) Limited, Millennium Accessories Limited, Provogue Infrastructure Private Limited, (all incorporated in India) ; Provogue Holding Limited, (incorporated in Singapore) and Elite Team (HK) Limited (incorporated in Hongkong) whose financial statements reflect the Group share of total net assets of ` 9,411.06 Lakhs as at 31st March 2012 and Group share of total revenue of ` 19,376.06 Lakhs and net cash inflow amounting

AudITORS’ REPORT on (Consolidated) Financial Statements

to ` 1051.50 Lakhs for the year ended at that date, as considered in the Consolidated Financial Statements.

These Financial Statements and other Financial Informations 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. Attention is invited to Note no. 33 (B) regarding Balances of Trade Receivables, Trade Payables and some of the Loans and Advances which are subject to confirmation and reconciliation. Consequential revenue impact of the same which is presently not ascertainable will be considered as and when determined.

5. Attention is invited to Note no. 33 (C) regarding potential tax implication, if any, on the financial statements in connection with the search and seizure operation on the Company. Amount not ascertainable at present.

6. 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 2012 ;

b) In case of the Consolidated Statement of Profit and Loss, 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.

For Singrodia Goyal & Co.Chartered Accountants

Firm Reg. No. 112081W


86

CONSOLIdATEd BALANCE SHEET as at 31st March 2012


31.03.2012As at

31.03.2011

EQUITY AND LIABILITIESShareholders' fundsShare capital 3 1,143.57 2,287.14Reserves & surplus 4 54,275.16 99,927.56Share application money - -

55,418.73 1,02,214.70Minority interest 94.06 28,671.11

Non-current liabilitiesLong-term borrowings 5 4,254.90 13,674.48Other non current liabilities 6 315.16 1,069.45Long-term provisions 7 40.33 56.69

4,610.39 14,800.62Current liabilitiesShort-term borrowings 8 31,775.03 20,744.15Trade payables 9 8,524.94 7,262.42Other current liabilities 10 2,081.27 5,666.23Short-term provisions 11 459.07 781.13

42,840.31 34,453.93 102,963.49 1,80,140.36

ASSETSNon-current assetsFixed assets 12 Tangible assets 6,751.40 56,846.14 Intangible assets 122.95 171.56 Capital work in progress 5.67 9,762.45Goodwill on consolidation 3,336.31 11,808.85Non-current investments 13 3,993.17 5,455.55deferred tax assets (net) 14 664.36 1,548.86Long-term loans and advances 15 3,974.03 11,690.24Other non-current assets 16 4.81 568.36

18,852.70 97,852.01Current assetsCurrent investments 17 1,532.07 10,991.80Inventories 18 30,444.89 31,892.55Trade receivables 19 31,488.92 21,625.26Cash and cash equivalents 20 2,624.40 3,023.23Short-term loans and advances 21 17,080.43 13,665.23Other current assets 22 940.08 1,090.28

84,110.79 82,288.351,02,963.49 1,80,140.36

Significant Accounting Policies 2Accompanying Notes to Accounts 33







31.03.2012As at

31.03.2011

INCOMERevenue from Operations (gross) 23 79,343.05 69,019.51Less: excise duty 538.06 13.33Revenue from Operations (net) 78,804.99 69,006.18

Other income 24 1,586.20 1,906.32

TOTAL REvENUE 80,391.19 70,912.50

EXPENSESCost of materials consumed 25 20,978.54 19,865.34Purchases of stock - in - trade 26 37,650.44 27,723.41Changes in inventories of finished goods, work in progress and stock in trade

27 995.97 (51.43)

Employee benefits expenses 28 1,994.07 2,429.88Finance costs 29 3,544.77 3,664.42Other expenses 30 11,137.71 11,521.75depreciation 1,381.36 2,811.33TOTAL EXPENSES 77,682.86 67,964.70

Profit before tax and prior period items 2,708.33 2,947.80Less: Exceptional items 31 132.54 853.60Profit before tax 2,575.79 2,094.20

Less : Tax expenses-Current tax 598.00 1,269.64-deferred tax liability/(asset) 39.20 (1,074.49)-MAT credit entitlement (74.58) --Tax of earlier years 0.14 120.33

562.76 315.48

Profit for the year before minority interest 2,013.03 1,778.72

Less: Minority interest (153.66) 839.05

Profit for the year 2,166.69 2,617.77

Earnings per equity share 32(Nominal value of share ` 1 (PY ` 2)) : Basic 1.89 2.29

: diluted 1.89 2.29Significant Accounting Policies 2Accompanying Notes to Accounts 33





CONSOLIdATEd STATEMENT OF PROFIT & LOSS for the year ended 31st March 2012

88

CONSOLIdATEd CASH FLOW STATEMENT for the year ended 31st March 2012


31.03.2012Year ended 31.03.2011

A. CASH FLOW FROM OPERATING ACTIvITIES: Net profit before tax 2,575.78 2,094.20 Adjustments for : depreciation 1,380.47 2,811.33 Provision for doubtful debts 8.15 4.99 Finance costs 3,544.77 3,664.43 Loss on sale/discard of fixed assets 155.23 162.26 Interest income (1,298.96) (1,409.50) dividend income (99.79) (243.08) Net gain on sale of current investments (129.89) (218.04) unrealised (gain)/loss on foreign currency translation 121.43 (79.98) unrealised (gain)/loss on foreign exchange fluctuations (550.71) (110.58) Operating profit before working capital changes 5,706.48 6,676.03 Adjustments for : decrease/(Increase) in Trade receivables (10,185.91) (6,487.40) decrease/(Increase) in Inventories (3,208.33) (9,423.20) decrease/(Increase) in Other current assets 128.12 (404.48) decrease/(Increase) in Short-term loans and advances (1,070.46) (11,684.93) decrease/(Increase) in Long-term loans and advances 2,206.41 11,923.96 decrease/(Increase) in Other non-current assets 603.23 (568.36) Increase/(decrease) in Trade payables 2,289.43 (108.57) Increase/(decrease) in Other current liabilities 702.81 4,276.39 Increase/(decrease) in Long-term provisions (1.81) 10.10 Increase/(decrease) in Short term provisions (6.98) 130.56 Increase/(decrease) in Other long- term liabilities (28.25) 568.49 Cash generated from/(used in) operations (2,865.26) (5,091.41) direct taxes paid (1,501.72) (1,535.50) Net cash flow from/(used in) operating activities (4,366.98) (6,626.91) B. CASH FLOW FROM INvESTING ACTIvITIES: Purchase of fixed assets (1,528.20) (27,082.18) Sale of fixed assets 99.84 2,169.20 Capital work in progress 173.19 20,194.08 Purchase of non-current investments (4,015.35) (1,930.35) Sale of non-current investments 17.51 14.98 Purchase of current investments (8,460.76) (68,299.67) Sale of current investments 11,743.45 65,496.93 Redemption/maturity of bank deposits (having maturity of more than 3 months) (320.96) (359.24) Interest income 1,298.96 1,409.50 dividend income 99.79 243.08 Net cash flow from/(used in) investment activities (892.53) (8,143.67)


CONSOLIdATEd CASH FLOW STATEMENT for the year ended 31st March 2012


31.03.2012Year ended 31.03.2011

C. CASH FLOW FROM FINANCING ACTIvITIES: Proceeds from issue of shares to minority shareholders of subsidiaries 407.28 21,833.60 Share issue expenses (2.17) (1.04) Proceeds from share application money - (46.55) Proceeds from borrowings - short term (net) 6,288.10 6,977.50 Proceeds from borrowings - long term (net) 1,869.53 (11,650.90) Finance Cost (3,544.77) (3,664.43) dividend Paid including tax thereon (332.26) (266.70) Net cash flow from/(used in) financing activities 4,685.71 13,181.48

Net increase/(decrease) in cash and cash equivalents (573.80) (1,589.10) Cash and cash equivalents at the beginning of the year 1,630.53 3,109.05 Less: Pursuant to the Scheme (874.69) - unrealised (gain)/loss on foreign exchange fluctuations 550.71 110.58 Cash and Cash Equivalents at the end of the year 732.75 1,630.53

Notes :1. Cash and Cash Equivalents at the end of the year consists of cash in

hand and balances with banks are as follows:


31.03.2012As at

31.03.2011 Cash on hand 32.37 77.02 Balances with Banks: On current accounts 700.38 1,553.51

732.75 1,630.53

2. Cash Flow Statement for the year has been prepared after giving effect of the composite scheme of arrangement as per Note No. 1





90

NOTES TO CONSOLIdATEd FINANCIAL STATEMENTS for the year ended 31st March 2012

NOTE 1 : THE COMPOSITE SCHEME OF ARRANGEMENT

a) As per the Order dated 10th February 2012, the Hon’ble High Court of Judicature at Bombay approved the Composite Scheme of Arrangement (The Scheme) whereby the Retail Centric Real Estate development Business (RCREdB) division was demerged and transferred from Provogue (India) Limited (the Company) and vested in Prozone Capital Shopping Centres Limited (the Resulting Company) as a going concern with retrospective effect from 1st April 2011 being the Appointed date.

b) The Scheme became effective from 27th February 2012 (the Effective date) upon which the business of RCREdB division including all its assets whether moveable or immoveable, tangible or intangible and liabilities whether present or contingent (as detailed in the Scheme) stands transferred and vested in the Resulting Company

c) The management of Provogue (India) Limited (the Company), Prozone Enterprises Private Limited (the Amalgamating Company) and Prozone Capital Shopping Centres Limited (the Resulting Company), in terms of provision contained in para no. 19.1.4 of the Scheme, mutually decided to disregard the investment made by the Company in ‘Provogue Infrastructure Private Limited’ from the RCREdB division. Accordingly, ‘Provogue Infrastructure Private Limited’ is deemed to be continued as subsidiary of the Company.

d) From the Appointed date upto the Effective date, the business of RCREdB division is deemed to have been carried out by the Company in trust for the Resulting Company and hence, any income or profit accruing or arising and any costs, charges, expenses and losses incurred by the Company in relation to RCREdB division in accordance with the Scheme shall be treated as of the Resulting Company. The under mentioned assets and liabilities have been accounted for, in the method and manner, as prescribed in the Scheme:

The effects of the Scheme on the Consolidated Financial Statements, are as summarised below:


AssetsFixed Assets - Tangible 240.90Non-Current Investments 20,512.20 20,753.10Less:LiabilitiesLong Term Borrowings 63.93Long Term Provisions 1.09Other Current Liabilities 1.16 66.18

20,686.92Less: Investment disregarded 1.00Excess of Assets over Liabilities 20,685.92

Excess of Assets over Liabilities Charged to :Capital Redemption Reserve 1,143.57Securities Premium Account 19,542.35

20,685.92

e) In consideration of transfer and vesting of RCREdB division to the Resulting Company, 1(one) fully paid Equity Share of ` 2 each at par was issued and allotted by the Resulting Company, to the Shareholders of the Company for every one Equity Share held by them in the Company on 9th March 2012 i.e. record date fixed by the Board of directors of the Company for determining the entitlement of Equity Shares of the Resulting Company.



f) Reduction & Re-organisation of Equity Share Capital : Authorised Share Capital : 1650.00 Lakhs Equity Shares of ` 2 each re-organised into 3300.00 Lakhs Equity Shares of ` 1/- each.

Issued, Subscribed and Paid up Share Capital :1143.57 Lakhs Equity Shares of ` 2/- each reduced to ` 1,143.57 Lakhs Equity Shares of ` 1/- each and difference on reduction of capital amounting to ` 1,143.57 Lakhs is credited to ‘Capital Redemption Reserve’.

g) The Resulting Company is being in the process of listing on the stock exchanges.

h) Pursuant to the Scheme, Prozone Enterprises Private Limited (PEPL) (Subsidiary Company of the Company) got merged into the Resulting Company and ceased to be a subsidiary of the Company. Accordingly, in the Consolidated Accounts of the Company for the year ended 31st March, 2012, the financials of PEPL and its subsidiaries (in other words, step down subsidiaries of the Company) have not been reflected. To this extent, the Consolidated financial statements for year ended 31st March, 2012 are not comparable with the consolidated financial statements for the previous year.

NOTE 2 : SIGNIFICANT ACCOUNTING POLICIES

CORPORATE INFORMATION:

Provogue (India) Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company and its subsidiaries (the Group) are engaged in the business of manufacturing, trading of garments. The Group is also in the business of import and export of commodities and goods.

A. Basis Of Accounting :

i. 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.

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

B. Principles of Consolidation:

The Consolidated Financial Statements relate to Provogue (India) Limited (‘The Company’) and its Subsidiaries 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 in accordance with Accounting Standard 21 on Consolidated Financial Statements.

ii) Interest in Joint Ventures have been accounted by using the proportionate consolidation method as per with Accounting Standard 27 on Financial Reporting of Interests in Joint Ventures.

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 possible, 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 Exchange Rates” on following basis:

a) The summarized revenue and expenses transactions at the year-end reflected in Statement of Profit and Loss of the foreign subsidiaries, which are stated in the currency of their domicile, are translated into Indian Rupees at an average exchange rate.

92

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 disclosed as Foreign Exchange Translation Reserve in Reserves & Surplus Note in the Accounts.

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 on consolidation.

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 on consolidation.

C. Other Significant Accounting Policies:

a) 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 recognized on shipment of products.

iii. Interest is recognized 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.

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 working 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 construction 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 Statement of Profit and Loss 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.

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

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

ii. Computer Softer is amortised on Straight Line Method over a period of five 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 Inventories.

** 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 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 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 capitalised 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 premium received.

i) 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.

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.


94

k) 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 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) 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 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.

NOTE 3 : SHARE CAPITAL

(` in Lakhs)


As at 31.03.2011

Authorised3300.00 Lakhs (PY 1650.00 Lakhs) Equity Shares of ` 1 (PY ` 2) each 3,300.00 3,300.00

Issued, Subscribed and Fully Paid Up1143.57 Lakhs Equity Shares of ` 1 (PY ` 2) each fully paid up 1,143.57 2,287.14

1,143.57 2,287.14

a) Pursuant to the Scheme coming into effect, the Issued, Subscribed and Fully Paid up Share Capital of the Company has been reduced from ̀ 2,287.14 Lakhs divided into 1,143.57 Lakhs equity shares of ̀ 2/- per share to ̀ 1,143.57 Lakhs divided into 1,143.57 Lakhs equity shares of Re. 1/- per share.

b) Reconciliation of shares outstanding at the beginning and at the end of the period



At the beginning of the period 1,143.57 2,287.14 1,143.57 2,287.14Reduction and reorganisation pursuant to The Scheme

- (1,143.57) - -

Outstanding at the end of the period 1,143.57 1,143.57 1,143.57 2,287.14

c) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 1 (PY ` 2) per share. Each holder of equity share is entitled to one vote per share.The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.



d) Details of Shareholders holding more than 5% shares in the company:


No. in Lakhs % Holding No. in Lakhs % Holding

Nikhil Chaturvedi 106.12 9.28 106.12 9.28Salil Chaturvedi 102.95 9.00 102.95 9.00Nailsfield Limited 114.15 9.98 - -

e) Other Information

i) 29.00 Lakhs Equity Shares (of ` 10 each fully paid) have been issued as preferential allotment at a premium of ` 440 per share in the financial year 2006-07.

ii) 13.33 Lakhs Equity Shares (of ` 10 each fully paid) have been issued on conversion of the share warrants issued at ` 450 in the ratio of one share per warrant in the financial year 2007-08 and 2008-09

iii) 28.50 Lakhs Equity Shares (of ` 10 each fully paid) have been issued as preferential allotment at a premium of ` 1,090 per share in the financial year 2008-09

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

v) 20.50 Lakhs Equity Shares of ̀ 2 each have been extinguished under Buy Back Scheme in the financial year 2009-10.

NOTE 4. RESERvES AND SURPLUS


31.03.2012 As at

31.03.2011

Capital ReserveBalance at the beginning and end of the year 1,842.22 1,842.22

Capital Reserve on ConsolidationBalance at the beginning of the year 26,429.07 9,544.73 Add/(Less) :Additions during the year - 16,884.34 Pursuant to The Scheme (26,182.63) - Closing Balance 246.44 26,429.07

Foreign Currency Translation ReserveBalance at the beginning of the year 979.84 1,059.82 Add/(Less) :Additions/(deductions) during the year 121.43 (79.98)Pursuant to The Scheme (1,012.78) - Closing Balance 88.49 979.84

Capital Redemption ReserveBalance at the beginning of the year 40.99 40.99 Add: Transfer during the year from Securities Premium 1,143.57 - Closing Balance 1,184.56 40.99


96


31.03.2012 As at

31.03.2011

Securities PremiumBalance at the beginning of the year 56,839.44 56,839.44Add/(Less) :On further issue of shares 9.09 -Pursuant to The Scheme (19,542.35) -Transfer during the year to Capital Redemption Reserve (1,143.57) -Share issue expenses (3.60) -Closing Balance 36,159.01 56,839.44

General ReserveBalance at the beginning of the year 409.36 209.36Add/(Less) :Transfer during the year - 200.00Pursuant to The Scheme (9.36) -Closing Balance 400.00 409.36

Surplus/(deficit) in the statement of profit and lossBalance at the beginning of the year 13,386.64 11,301.13Add/(Less) :Profit for the year 2,166.69 2,617.77Pursuant to The Scheme (829.83) -Capital Profit 10.29 -Amount utilised for issue of bonus shares (246.44) -Proposed dividend (114.36) (285.89)Tax on Corporate dividend (18.55) (46.37)Transfer to General Reserve - (200.00)Closing Balance 14,354.44 13,386.64

54,275.16 99,927.56

NOTE 5. LONG - TERM BORROWINGS


31.03.2012 As at

31.03.2011

Term loan from banks (Secured) 5,946.86 15,731.29Less: Interest accrued but not due on borrowings 61.54 153.78Less: Current maturities of long term debt (disclosed under other current liabilities)

1,644.96 2,117.16

4,240.36 13,460.35Hire purchase loans (Secured) 34.18 151.91Less: Current maturities of long term debt (disclosed under other current liabilities)

19.64 16.74

14.54 135.174,254.90 13,595.52

Add: Share in joint venture - 78.96TOTAL 4,254.90 13,674.48



NOTE 6. OTHER NON CURRENT LIABILITIES


31.03.2012 As at

31.03.2011

Trade deposits 277.73 1,048.11unbilled expenses - lease rent adjustments 37.43 21.34

315.16 1,069.45

NOTE 7. LONG-TERM PROvISIONS


31.03.2012 As at

31.03.2011

Provision for gratuity 40.33 56.6940.33 56.69

NOTE 8. SHORT-TERM BORROWINGS


31.03.2012 As at

31.03.2011

Intercorporate deposits (unsecured) - 877.08Working Capital LoansSecured 23,163.65 3,177.62unsecured 8,606.40 16,684.55Interest free loans and advances from related parties (unsecured) 4.98 4.90

31,775.03 20,744.15

NOTE 9. TRADE PAYABLES


31.03.2012 As at

31.03.2011

- due to Micro, Small & Medium Enterrises - -- Others 8,524.94 7,262.42

8,524.94 7,262.42

There are no amounts due to the suppliers covered under Micro, Small and Medium Enterprises development Act, 2006. This information takes into account only those Suppliers who have responded to the enquiries made by the company for this purpose.


98

NOTE 10. OTHER CURRENT LIABILITIES


31.03.2012 As at

31.03.2011

Current maturities of long term debt 1,664.60 2,133.90Interest accrued but not due on borrowings 61.54 153.78Payables for capital work in progress - 2,055.78Security deposit - 701.50Application money received for allotment of securities and due for refund - 10.05Advance from debtors 12.46 268.61duties & taxes payable 141.44 339.75Book overdrafts 187.37 -Trade deposits 9.73 -dividend payable 4.13 2.82

2,081.27 5,666.19Add: Share in joint venture - 0.04

2,081.27 5,666.23

NOTE 11. SHORT-TERM PROvISIONS


31.03.2012 As at

31.03.2011

Proposed dividend 114.36 285.89Provision for dividend distribution tax 18.55 46.37Provision for employee benefits 264.20 283.03 Provision for expenses 61.96 165.84

459.07 781.13



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100

NOTE 13. NON - CURRENT INvESTMENTS

(` in Lakhs)


As at 31.03.2011

Non-Trade(Valued at cost unless stated otherwise)Unquoted Equity Instruments Parkville Multiplex Cinema Private Limited - 0.25Nil (PY 2,500) Equity Shares

Anant Trexim Private Limited - 40.00Nil (PY 40,000) Equity Shares

Golden Ingots Private Limited - 100.00Nil (PY 20,000) Equity Shares of face value of ` 100 each fully paid up

Jorko Polymers Private Limited - 25.00Nil (PY 50,000) Equity Shares

Madhujas Promotions Private Limited - 10.00Nil (PY 12,500) Equity Shares

Trade Winds Impex Private Limited - 25.00Nil (PY 20,000) Equity Shares

Choice Realty Private Limited - 650.00Nil (PY 1,00,000) Equity Shares

Rigveda Properties Limited - 1,000.00Nil (PY 50,000) Equity Shares

Sojatia Auto Private Limited - 160.88Nil (PY 16,500) Equity Shares of Face value of ` 100 each fully paid up

1,50,000 0% Compulsory Convertible debentures of ` 1000 each partly paid up in Circumflex Trading private limited

1,000.00 -


5.00 -

2,50,000 Equity Shares of ` 2 each

Indian Real Opportunity Venture Capital Fund (Scheme: Milestone domestic)

53.76 60.02

5,376 (PY 6,275) units of face value of ` 1,000 each fully paid up

Presage Technopower Private Limited 0.35 0.353,514 Equity Shares



(` in Lakhs)


As at 31.03.2011

Unquoted Preference Shares

Ojas Industries Private Limited 310.00 310.003,10,000 7.5% Cumulative Redeemable Preference Shares of ` 100 each fully paid up

Sneh Shares & Securities Private Limited 690.00 690.0040,00,000 18% Non - cumulative Redeemable Preference Shares of Re. 1 each fully paid up

Miracle Agro Private Limited - 450.00Nil (PY 4,50,000) 6% Non Cumulative Preference Shares of Face value of ` 100 each fully paid up

Phenil Sugars Private Limited12,00,000 6% Cumulative Redeemable Preference Shares of ` 100 each fully paid up

1,603.00 1,603.00

2,38,000 8.25% Cumulative Redeemable Preference Shares of ` 100 each fully paid up

327.00 327.00

Quoted equity instrumentsAndhra Bank 4.05 4.05(4,505 Shares of face value of ` 10 Each fully paid up)

3,993.17 5,455.55Note:Aggregate Value of unquoted Investments 3,989.12 5,451.50Aggregate Value of Quoted Investments 4.05 4.05Market Value of Quoted Investments 5.37 6.80

NOTE 14. DEFERRED TAX ASSETS (NET)


31.03.2012 As at

31.03.2011

Deferred Tax Assets/(Liabilities)Fixed Assets : Impact of difference between tax depreciation and depreciation/amortisation charged for the financial reporting

615.71 648.58

Impact of expenditure charged to the statement of profit and loss in the current year but allowed for tax purposes on payment basis.

48.65 141.71

unabsorbed losses - 758.57DEFERRED TAX ASSETS (NET) 664.36 1,548.86


102

NOTE 15. LONG - TERM LOANS AND ADvANCES (Unsecured, Considered Good)


31.03.2012 As at

31.03.2011

Security deposit 1,462.52 1,437.35

Capital advance 1,134.65 2,913.52

Loans and advances - To related parties 30.08 288.41 - To Others 46.56 3,509.67

76.64 3,798.08Advance recoverable in cash or kindunsecured, Considered Good 5.00 2,373.57unsecured, Considered doubtful - 407.65

5.00 2,781.22Less: Provision for doubtful advances - 407.65

5.00 2,373.57Other Loans and Advances Advance Tax & TdS (net of provisions) 1,004.52 645.93CENVAT credit receivable 247.52 299.83Excise duty refundable 32.44 32.82Input VAT receivable 10.74 1.89

1,295.22 980.47Add: Share in joint venture - 187.25

3,974.03 11,690.24Loans and advances to related parties includes : - Loan given to enterprises under significant influenceProzone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited)

30.08 -

Moontown Trading Company Private Limited - 288.41

NOTE 16. OTHER NON-CURRENT ASSETS


31.03.2012 As at

31.03.2011

Balance with banks to the extent held as margin money 4.81 425.44Share application money - 56.25Lease rental adjustments - unbilled revenue - 86.67

4.81 568.36



NOTE 17. CURRENT INvESTMENTS

(` in Lakhs)


As at 31.03.2011

Traded, Unquoted(Valued at lower of cost or fair value, unless state otherwise)Investments in Mutual FundsNil (PY 116.53 Lakhs) units of dWS Short Maturity Fund 1,332.02 1,332.0212447 (PY Nil) units of Reliance Short Term Fund - dividend 124.64 -3083 (PY Nil) units of ` 1,001.12 each of Reliance Money Manager Fund 30.87 -1894 (PY Nil) units of Reliance Money Manager Fund-CSd 18.96 -1530 units of Reliance Money Manager Fund 15.32 -188.856 (PY: 176.59) units of ` 100.0680 each of Birla Sun Life Savings Plus - daily dividend

0.19 -

Nil (PY 10.82 Lakhs) units of ICICI Prudential Institutional Liquid Plan - 1,082.40Nil (PY 100.00 Lakhs) units of BNP Paribas Fixed Asset Fund - 1,000.00Nil (PY 90.64 Lakhs) units of Fidelity Mutual Fund - 906.87Nil (PY 75.00 Lakhs) units of Fidelity ultra Short Term debt Fund - 750.20Nil (PY 49.80 Lakhs) units of Fidelity Short Term Income Fund - 500.00Nil (PY 49.80 Lakhs) units of Fidelity Short Term Income Fund - 500.00Nil (PY 0.18 Lakhs) units of ICICI Prudential Flexible Income Paln - 19.61Nil (PY 0.08 Lakhs) units of ICICI Prudential Institutional Liquid Plan - 8.28Nil (PY 0.51 Lakhs) units of Birla Sunlife Savings Fund - 5.13Nil (PY 0.00208 Lakhs) units of ICICI Prudential Flexible Income Plan - 0.22Nil (PY 0.02 Lakhs) units of Birla Sunlife Savings Fund - 0.18Nil (PY 0.00019 Lakhs) units of ICICI Prudential Institutional Liquid Plan - 0.02

1,522.00 6,104.93Investments in Bonds1 (PY 1) 8.55% IIFCL Bonds (03.11.2014) of ` 10 Lakhs each fully paid up

10.07 -

110 (PY 115) 12.50% Magma Fincorp Limited Perpetual Bonds of ` 10 Lakhs each fully paid up

- 1,185.49

Nil (PY 520) units of 10.75% dPSC Bonds (03/11/2018) of ` 2.00 Lakhs each fully paid up

- 1,049.46


- 1,042.08

Nil (PY 81) 10.20% Srei Infrastructure Finance Limited (23/3/2020) of ` 10 Lakhs each fully paid up

- 815.88


- 303.14

Nil (PY 20) units of 12.50% Magma Fincorp Limited of ` 10.00 Lakhs each fully paid up

- 203.89


- 104.53

Nil (PY 7) units of Aircel CP (30/05/2011) of ` 5.00 Lakhs each fully paid up - 67.83Nil (PY 40) units of Water and Sanitation Pooled Fund of ` 1.00 Lakhs each fully paid up

- 41.54

19 (PY Nil) units of 12.50% Magma Fincorp Limited Perpetual Bonds of ` 10.00 Lakhs each fully paid up

- 41.52


104

(` in Lakhs)


As at 31.03.2011

Nil (PY 20) units of 10 % Punj Llyod Limited (10/03/2014) of ` 1.00 Lakhs each fully paid up

- 21.44

Nil (PY 1) units of 8.55% IIFCL Bonds 03/11/2014 of ` 10.00 Lakhs each fully paid up

- 10.07

10.07 4,886.871,532.07 10,991.80

NOTE 18. INvENTORIES

(` in Lakhs)


As at 31.03.2011

Raw materials and components 17,363.37 13,079.73Work-in-progress 248.67 662.57Finished goods 8,741.19 13,309.33Stock in trade 4,034.96 48.89Accessories & packing materials 56.70 136.04Construction work in progress - 4,655.99

30,444.89 31,892.55

NOTE 19 : TRADE RECEIvABLES

(` in Lakhs)


As at 31.03.2011

Due for a period exceeding six months from the date they are due for paymentunsecured, Considered Good 4,355.38 2,124.84unsecured, Considered doubtful 43.76 35.61

4,399.14 2,160.45Less : Provision for doubtful debts 43.76 35.61

4,355.38 2,124.84Other Debts (Unsecured, Considered Good) - due from related party 48.47 - - Others 27,085.07 19,500.42

31,488.92 21,625.26Trade receivables due from related party represents:Empire Mall Private Limited (Enterprise under significant influence) 48.47 -



NOTE 20 : CASH & CASH EQUIvALENTS

(` in Lakhs)


As at 31.03.2011

Cash and cash equivalentsBalances with Banks:On current accounts 700.38 1,546.43

Cash on hand 32.37 77.02

Other bank balancesdeposits with maturity for more than 3 months but less than 12 months 30.09 38.39Balance with banks to the extent held as margin money 1,861.56 1,354.31

2,624.40 3,016.15Add: Share in Joint venture - 7.08

2,624.40 3,023.23

NOTE 21 : SHORT-TERM LOANS AND ADvANCES (Unsecured, Considered Good)

(` in Lakhs)


As at 31.03.2011

Loans & advances 14,220.81 13,015.23 Advance recoverable in cash or kind 2,751.61 518.52 Other Loans and AdvancesLoan to employees 50.93 70.23 Prepaid expenses 57.08 61.25

17,080.43 13,665.23

NOTE 22 : OTHER CURRENT ASSETS

(` in Lakhs)


As at 31.03.2011

Interest accrued 37.61 42.71MAT credit entitlement 74.58 -Export incentive receivable 827.89 1,047.57

940.08 1,090.28


106

NOTE 23 : REvENUE FROM OPERATIONS (GROSS)

(` in Lakhs)



Sale of products 77,479.83 66,139.92Export benefits & incentives 871.02 1,096.93Gain on foreign exchange fluctuations (net) 750.26 314.32Other operating income 241.94 1,468.34

79,343.05 69,019.51

NOTE 24 : OTHER INCOME

(` in Lakhs)



Interest income on- Long term loans & advances 10.87 62.99- Short term loans and advances 1,226.08 1,194.40- Balances with banks 54.32 14.97- Current investments 1.21 126.15- Others 6.48 10.99dividend income on current investments 99.79 243.08unclaimed balances written back 11.38 -Net gain on sale of current investments 129.89 218.04Miscellaneous income 46.18 35.70

1,586.20 1,906.32

NOTE 25 : COST OF MATERIALS CONSUMED

(` in Lakhs)



Raw materials and components

Opening stocks 13,079.73 8,379.73

Add : Purchases 25,029.29 24,176.64

38,109.02 32,556.37

Less : Closing stocks 17,363.37 13,079.73

20,745.65 19,476.64

Accessories & Packing Materials

Opening Stocks 136.03 120.26

Add : Purchases 153.55 404.48

289.59 524.74

Less : Closing Stocks 56.70 136.03

232.89 388.70

20,978.54 19,865.34



NOTE 26 : PURCHASES OF STOCk - IN - TRADE

(` in Lakhs)



Purchases of stock - in - trade 37,288.25 27,723.41Advertisement Purchases 362.19 -

37,650.44 27,723.41

NOTE 27 : CHANGES IN INvENTORIES OF FINISHED GOODS, WORk IN PROGRESS AND STOCk IN TRADE

(` in Lakhs)



Opening Stocks - Work in Process 662.57 321.97 - Finished Goods 8,496.76 9,331.30 - Stock in trade 4,861.46 4,316.09

14,020.79 13,969.36Less : Closing Stocks - Work in Process 248.67 662.57 - Finished Goods 6,994.10 8,496.76 - Stock in trade 5,782.05 4,861.46

13,024.82 14,020.79995.97 (51.43)

NOTE 28 : EMPLOYEE BENEFITS EXPENSES

(` in Lakhs)



Salaries, wages & bonus 1,675.73 1,876.23directors' remuneration 165.81 381.25Contribution to provident & other funds 80.53 74.82Workmen & staff wellfare expenses 72.01 97.58

1,994.08 2,429.88

NOTE 29 : FINANCE COSTS

(` in Lakhs)



Interest expense on bank borrowings 1,747.94 1,941.96Interest on other loans 821.35 1,454.56Other borrowing costs 922.64 -Bank charges 52.84 435.00Less: Capitalised in inventory - (167.10)

3,544.77 3,664.42


108

NOTE 30 : OTHER EXPENSES

(` in Lakhs)



Processing charges 3,511.48 2,773.76Power & fuel 37.52 35.76Rent 1,941.13 2,046.63Insurance 39.41 71.55Rates and taxes 117.97 48.01Travelling & conveyance 267.36 354.94Repairs and maintenance - Building - 3.31- Plant and machinery 9.97 48.67- Others 161.83 227.81Transportation, insurance, freight & handling charges 1,016.04 880.38Advertisement & business promotion expenses 1,194.34 1,806.76Sales Tax/VAT 745.20 788.40Brokerage & commission 314.46 365.04Communication costs 117.66 116.75Printing & stationery 48.96 64.08Electricity charges 327.08 449.76Housekeeping charges 9.17 58.62Security charges 6.16 30.91Legal & professional fees 176.03 434.79Auditors' remuneration 48.61 97.38Customer relation expenses 47.31 74.01Common area maintenance expenses 411.03 269.53Studio expenses 151.08 169.03Loss on sale/discard of fixed assets 155.23 162.26Provision for doubtful debts 8.15 4.99Bad debts 88.32 23.46Miscellaneous expenses 186.23 115.09Add: Share in joint venture - 0.07

11,137.73 11,521.75

NOTE 31 : EXCEPTIONAL ITEMS

(` in Lakhs)



Prior period items 19.99 8.61Loss on discard of certain assets - 844.99unclaimed balances written back 112.54 -

132.53 853.60



NOTE 32 : EARNINGS PER EQUITY SHARE

In accordance with Accounting Standard 20- Earning Per Share prescribed by The Institute of Chartered Accountants of India:




i) Weighted average number of Equity Shares of ` 2 eacha) Number of shares at the beginning of the year 1,143.57 1,143.57b) Number of shares at the end of the year 1,143.57 1,143.57c) Weighted average number of shares outstanding during the year 1,143.57 1,143.57

ii) Net Profit \ (Loss) after tax available for equity shareholders 2,166.68 2,617.77iii) Basic Earning per share (in `) 1.89 2.29iv) diluted Earning per share (in `) 1.89 2.29

NOTE 33 : ACCOMPANYING NOTES TO ACCOUNTS

A. Companies considered in the consolidated financial statement are:

Name of Company Held Through

Date of Becoming

Subsidi-ary

Country of Incorpora-

tion

% voting Power

held As on

31.03.2012

% voting Power

held As on

31.03.2011


14-Sep-07 India 73.00 73.00


15-Jan-08 India "50.00 +2Shares"

50.00 +2Shares"

Millennium Accessories Private Limited

24-Mar-08 India 100.00 51.00

Flowers, Plants & Fruits Private Limited

06-Feb-09 India 100.00 100.00


01-Apr-09 India 100.00 100.00

BrightLand developers Private Limited.

10-Jan-11 India 100.00 100.00

Pronet Interactive Private Limited. 07-Nov-07 India 50.23 50.23Profab Fashions (India) Limited 20-Feb-08 India 100.00 100.00Oasis Fashion Limited 20-Feb-08 India 100.00 100.00Classique Creator Private Limited 18-Aug-11 India 100.00 100.00Prozone Infrastructure Limited 23-Jul-11 India 100.00 100.00Elite Team (HK) Ltd. 01-Jun-09 HongKong 100.00 100.00Provogue Holding Ltd 02-Sep-08 Singapore 100.00 100.00Provogue Infrastructure Private Limited

10-Jul-08 India 100.00 100.00

Standard Mall Private Limited 1 15-Mar-12 India 100.00 100.00Prozone Enterprises Private Limited

26-dec-05 India - "75.00 -2Shares"

Alliance Mall developers Co Private Limited

2 31-Aug-07 India - 61.50

Standard Mall Private Limited 2 14-Sep-07 India - 100.00Castle Mall Private Limited 2 06-Oct-10 India - 100.00


110


Date of Becoming

Subsidi-ary

Country of Incorpora-

tion

% voting Power

held As on

31.03.2012

% voting Power

held As on

31.03.2011

Royal Mall Private Limited 2 14-Sep-07 India - 100.00Jaipur Festival City Private Limited 2 14-Sep-07 India - 100.00Prozone Liberty International Ltd 2 17-Oct-07 Singapore - 100.00Prozone International Ltd 3 18-Oct-07 Singapore - 100.00Prozone Overseas Pte Ltd 3 23-Jan-08 Singapore - 100.00Prozone International Coimbatore Limited

3 01-Oct-09 Singapore - 100.00

Empire Mall Private Limited 4 11-Mar-08 India - 61.50Omni Infrastructure Private Limited 4 04-May-07 India - 59.99Hagwood Commercial developers Private Limited

4 07-May-07 India - 61.50

Joint ventures :


Country of

Incorpo-ration

% voting Power

held As on

31.03.2012

% voting Power

held As on

31.03.2011

Emerald Buildhome Private Limited 4 India - 50.00 Moontown Trading Company Private Limited 2 India - 25.00

Held through:

1. Provogue Infrastructure Private Limited

2. Prozone Capital Shopping Centres Limited

3. Prozone Liberty International Ltd

4. Prozone International Ltd

B. Confirmation letters have been sent in respect of Trade Receivables, Trade Payables and Loans and Advances. Very few parties are have responded to the request,the balances under these heads have been shown as per the books of account and are subject to reconciliation and adjustment if any. Consequential revenue impact, presently not ascertainable, will be considered as and when determined. However in view of managementeffect of the same is not expected to be material.

C. The Income Tax Authorities carried out a search and seizure operations at certain locations of the Company in January 2012 and have seized certain documents and various statements were recorded during the course of the search. The Company has co-operated with the Tax Authorities and has provided necessary details/information as and when required. Pending conclusion of the search operations as on date, it is not possible to assess the potential tax implication, if any, on the financial statements. Amount not acertainable at present.

D. 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 2012.


31.03.2012 Year ended

31.03.2011 a) i) Present value of obligation Opening defined benefit obligation 46.63 49.21 Current Service Cost 10.44 7.13 Pursuant to the Scheme (0.61) - Interest Cost 3.14 3.71 Actuarial loss on obligation 0.66 3.97 Benefits paid (15.16) (5.30) Closing defined benefit obligation 45.10 58.72Less: ii) Fair value of Plan Assets Opening Fair Value of Plan Assets 19.00 27.48 Expected Return on Plan Assets less Loss on Investments 0.85 1.98 Actuarial Gain/(Loss) on Plan Assets - (0.76) Employers' Contribution - - Benefits paid (15.16) (5.30) Expected Return on Plan Assets less Loss on Investments 4.77 23.40 Amount recognized in Balance Sheet 40.33 35.32

b) Expenses during the year Service Cost 10.44 7.10 Pursuant to the Scheme (0.34) - Interest Cost 3.12 3.74 Expected return on plan assets - 1.17 Actuarial (Gain)/Loss 0.83 4.74 TOTAL 14.06 16.74

c) Actual Returns on Plan Assets 0.93 1.20

d) 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% 8% Expected Return on Plan Assets 8% 8% Rate of increase in Salaries 5% 5%

E. Segment Reporting:

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 segments as its primary segment.


112

The primary segment reporting format is determined to be geographic segment as the company’s risks and rates of returns are affected predominantly by the geographic distribution of activities.


31.03.2012

1. Segment Revenue a. domestic 31,759.72 b. Exports 49,024.97

80,784.70Less: Intersegment Revenue 1,979.71Gross Sales/Income from Operations 78,804.99

2. Segment ResultsProfit before tax and interest for each segment a. domestic 6,113.59 b. Exports 4,041.23Sub Total 10,154.82Less : i) Interest 3,544.77 ii) un-allocable expenses net off income 4,034.27Total Profit before Tax 2,575.77Less : Tax Expenses 562.76Net Profit/(Loss) 2,013.01

3. Capital Employed (Segment Assets - Segment Liabilities) a. domestic 36,714.92 b. Exports 10,254.73unallocated Capital Employed 8,449.09 TOTAL 55,418.73

Consolidated Segment Reporting for the year ended 31.03.2011

(Audited)

(` in Lakhs)Particulars Textile

BusinessInfra-

structure Business

Others Total

1. Segment Revenue 58,667.40 1,008.31 9,973.34 69,649.05 Less: Inter-Segment Revenue 642.87TOTAL 69,006.18

2. Segment Results 5,415.79 (2,315.92) 494.84 3,594.71 Add: unallocable Income 2,302.45 Less: Interest 3,802.99 Total Profit before tax 2,094.17 Less: Tax Expenses 315.48 Net Profit/(Loss) 1,778.69

3. Capital Employed NA 56,236.21 NA NA

i) 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.



ii) In view of the Composite Scheme of Arrangement as mentioned in the Note 1, the segment results are strictly not comparable with previous year figures.

F. Related Party Disclosure:

As required under Accounting Standard 18 “Related Party disclosure” (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18:


a) List of Related Parties and Relationships:

i) 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

ii) Enterprises under significant influence

Acme Exports


Empire Mall Private Limited

b) Disclosures required for related parties transaction:

i) Sale/Purchase of goods and services

(` in Lakhs)Particulars Sale of

Services Purchase

of Services

Amount due to

Related Parties

Amount due from Related

Parties

Enterprises under significant influenceEmpire Mall Private Limited 80.81 44.41 - 48.47 Acme Exports - 0.01 0.01 - Prozone Capital Shopping Centres Limited (Formerly known as Castle Mall Private Limited)

120.00 63.95 - -

ii) Loans taken and repayment thereof

(` in Lakhs)Particulars Amount

due to Related Parties

key Management Personnel :Mr. Salil Chaturvedi 0.15


114

iii) Loans given and repayment thereof

(` in Lakhs)Particulars Pursuant

to the scheme

Loans Given

Received Back

Interest Accrued

Amount due to

Related Parties


560.61 162.24 717.51 0.06 30.08

iv) Remuneration to key Management Personnel

(` in Lakhs)Particulars Remuneration

key Management PersonnelMr. Nikhil Chaturvedi 21.43Mr. Akhil Chaturvedi 59.89Mr. Salil Chaturvedi 24.58Mr. deep Gupta 59.89


a) List of Related Parties and Relationships:

i) 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

ii) Enterprises under significant influence

Acme Exports

iii) Joint ventures and Coventurers:

Emerald Buildhome Private Limited (JV)

Moontown Trading Company Private Limited (JV)



b) Related parties transactions

i) Loans taken and repayment thereof

(` in Lakhs)Particulars Loan

Repaid Amount

due to Related Parties

key Management PersonnelMr. Salil Chaturvedi 0.15Enterprises under significant influenceAcme Exports 1.80 -

ii) Remuneration to key Management Personnel

(` in Lakhs)

Particulars Remuneration

key Management PersonnelMr. Nikhil Chaturvedi 21.34Mr. Akhil Chaturvedi 59.91Mr. Salil Chaturvedi 49.17Mr. deep Gupta 59.91Mr. Rakesh Rawat 32.69

G. The premises have been taken and given 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:


31.03.2012 As at

31.03.2011

Not later than one year 738.61 521.47Later than one year and not later than five years 1,167.75 958.92Later than five years Nil Nil



116

ii. Assets given on operating lease:

a) Future minimum lease payments receivable under non-cancellable operating leases in aggregate for the following periods:


31.03.2012 As at

31.03.2011

Not later than one year Nil 1694.01Later than one year and not later than five years Nil 3255.66Later than five years Nil Nil


H. Figures less than ` 500/- have been shown at actuals wherever statutory required to be disclosed since figures have been rounded off to the nearest thousands


For Singrodia Goyal & Co. For and on behalf of the Board

Chartered Accountants





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PROVOGUE (INDIA) LIMITED

Registered Office105/106, Provogue House,

Off New Link Road, Andheri (W),Mumbai - 400 053

Tel: +91 (22) 3065 3111+91 (22) 3065 3222

Fax: +91 (22) 3068 0570

[email protected]

Websitewww.provogue.com

Concept & Designwww.spakcomm.com

Printedwww.sapprints.com

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