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Provogue (India) Ltd.

BSE: 532647 Sector: Industrials
NSE: PROVOGE ISIN Code: INE968G01033
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VOLUME 96475
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OPEN 6.58
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VOLUME 96475
52-Week high 11.11
52-Week low 3.80
P/E
Mkt Cap.(Rs cr) 151
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Provogue (India) Ltd. (PROVOGE) - Director Report

Company director report

To the Members Provogue (India) Ltd

Your Directors are presenting their 21st report on the business andoperations of your Company for the year ended 31st March 2017.

FINANCIAL RESULTS & OPERATIONS

( ` In Lakhs)

Particulars Standalone Consolidated
31.03.2017 31.03.2016 31.03.2017 31.03.2016
Income from Operations 21353.10 42343.72 26781.83 51051.46
Other Income 498.98 588.58 348.19 2011.47
Total Income 21852.08 42932.30 27130.02 53062.93
Total Expenditure 39957.41 62307.22 46639.60 73208.34
Exceptional item - - - -
Profit/ (loss) before Tax (18105.33) (19374.92) (19509.58) (20145.41)
Tax (expenses)/benefits (124.60) 35.36 212.15 (70.27)
Profit/ (loss) after Tax for the year (17980.73) (19410.29) (19721.73) (20075.14)

STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE

Standalone

The Company's gross (total) income for the financial year ended 31st March2017 decreased to ` 21852.08 lakhs against ` 42932.30 lakhs during the previous year butthe Company was able to decrease the loss to ` 18105.33 lakhs from ` 19374.92 lakhs asrecorded during previous year. The loss after tax was ` 17980.73 lakhs as against a lossof ` 19410.29 lakhs in the previous year.

Consolidated

The Company's gross (total) income for the financial year ended 31st March2017 decreased to ` 27130.02 lakhs from ` 53062.93 lakhs during the previous year. Theloss before tax decreased to ` 19509.58 lakhs from ` 20145.41 lakhs as recorded duringprevious year. The loss after tax after minority interest was ` 19721.73 lakhs as againsta loss of ` 20075.14 lakhs in the previous year.

Indian Accounting Standard

The Ministry of Corporate Affairs (MCA) on 16th February 2015 notified thatIndian Accounting Standards (Ind AS) are applicable to certain classes of companies from 1stApril 2016 with a transition date of 1st April 2015. Ind AS has replaced theprevious Indian GAAP prescribed under Section 133 of the Companies Act 2013 ("theAct") read with Rule 7 of the Companies (Accounts) Rules 2014. Ind AS is applicableto the Company from 1st April 2016.

The reconciliations and descriptions of the effect of the transition from previous GAAPto Ind AS have been set out in Note 44 in the notes to accounts in the standalonefinancial statement and in Note 43 in the notes to account in the consolidated financialstatement.

STRATEGIC DEBT RESTRUCTURING (SDR)

Pursuant to the Strategic Debt Restructuring (SDR) Scheme invoked by the SDR Lenders interms of Reserve Bank of India (RBI) Circular no. DBR.BP.BC. No.101/21.04.132/2014_15dated 8th June 2015 and the approval of members of the Company on 26thMarch 2016 for conversion of debt into equity as per the SDR scheme the Company on 26thJune 2016 (being last date of announcement of postal ballot results) obtained consent ofmembers through postal ballot to issue and allot in one or more tranches not less than119024732 fully paid up equity share of face value of Re. 1/- each at a price of Rs7.66/- per share to SDR Lenders on preferential basis in such manner against the Partoutstanding dues of ` 91.17 Crores out of total loan of ` 305.35 Crore stood payable bythe Company to SDR Lenders on the reference date (25th January 2016) enablingthe SDR Lenders collectively to hold not less than 51% of the total paid up equity sharecapital of the Company. According the Company on 9th August 2017 madeallotment of aforesaid shares to SDR lenders in proportion of their loan (outstanding)payable by the Company to them on the reference date.

The shares allotted to SDR lenders were listed with BSE and NSE on 19thAugust 2016 and 23rd August 2016 respectively and the shares are subject tolock in period requirement till 25th August 2017 SDR lenders has the right todivest/sale their holding in the equity shares of the Company to New Investor(s) inaccordance with RBI Circular.

DIVIDEND

In view of loss incurred by the Company during the financial year and considering cashrequirement for business growth and debt servicing your Directors decided not to proposeany dividend for the financial year ended 31st March 2017.

SHARE CAPITAL AND LISTING OF SHARES

As at 31st March 2017 the authorised issued subscribed and paid-upcapital of the Company is as stated below:

( ` In Lakhs)
Share Capital As on April 1 2016 Increase during the year As on March 31 2017
Authorised: 3300 Nil 3300
Equity Shares Re 1 each
Issued: 1143 1190 2333
Equity Shares Re 1 each
Subscribed: 1143 1190 2333
Equity Shares Re 1 each
Fully Paid-up: 1143 1190 2333
Equity Shares Re 1 each

During the year under review the Company had issued 119024732 fully paid up equityshare of face value of Re. 1/- each at a price of Rs 7.66/- per share to SDR Lenders onpreferential basis.

The shares were issued in accordance with the provisions of SEBI (Issue of Capital andDisclosure Requirements) Regulations 2009 and rank pari passu with the existing shares ofthe company.

The Equity Shares of the Company continue to remain listed on BSE Limited and NationalStock Exchange of India Limited.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year underreport.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has 13 subsidiary companies as on 31st March 2017 including 1Step-down subsidiary 2 Foreign subsidiaries and has 2 Joint Venture Companies.

Indian Subsidiary Companies are:

i) Millennium Accessories Ltd.

ii) Provogue Infrastructure Pvt. Ltd.

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

iv) Acme Advertisements Pvt. Ltd.

v) Brightland Developers Pvt. Ltd.

vi) Faridabad Festival City Pvt. Ltd

vii) Pronet Interactive Private Limited

viii) Profab Fashions (India) Ltd.

ix) Proflippers India Private Limited

x) Provogue Personal Care Private Limited

Step-down subsidiary is:

xi) Standard Mall Private Limited

Foreign subsidiaries are:

xii) Elite Team (HK) Ltd Hong Kong

xiii) Provogue Holding Ltd Singapore

Joint Venture Companies

i. ProSFL Private Limited

ii. Procountys Developer Private Limited

During the year Classique Creators Private Limited ceased to be a subsidiary of theCompany with effect from 25th April 2016. The Board of Directors (‘theBoard') regularly reviews the affairs of the subsidiaries. In compliance with section 129(3) of the Companies Act 2013 and also pursuant to Rule 8(1) of the Companies AccountsRules 2014 we have prepared consolidated financial statements of the Company and all itssubsidiaries which form part of the Annual Report. Further a statement containing thesalient features of the financial statements of our subsidiaries in the prescribed formatAOC-1 is appended to this Report. The Statement also provides the details of performancefinancial positions of each of the subsidiaries.

The annual accounts of the subsidiary companies and related detailed information aremade available to the members of the company and of the subsidiary companies seeking suchinformation and are also made available for inspection by any member at the registeredoffice of the company during business hours.

The copies of accounts of subsidiaries companies can be sought by any member of thecompany by making a written request to the Company Secretary at the registered office ofthe company.

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate issued by Practising CompanySecretary confirming required compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations performance and future outlook of the Company and itsbusiness as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of Annual Report underthe head ‘Management Discussion and Analysis'.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detention of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future for theyear under review

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposit within the meaning of Chapter V ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 and thus no amount of principal or interest was outstanding as on the Balance Sheetdate.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

During the year under review pursuant to the provisions of section 152 of theCompanies Act 2013 the office of Mr. Deep Gupta (DIN: 00004788) Director is liable toretire by rotation at this Annual General Meeting and being eligible he has offeredhimself for re-appointment. Accordingly the proposal for his re-appointment has beenincluded in the Notice convening the Annual General Meeting of the Company.

A brief resume of director seeking appointment/ re-appointment consisting nature ofexpertise in specific functional areas and name of companies in which they holddirectorship and/or membership/ chairmanships of committees of the respective Boardsshareholding and relationship between directorship inter-se as stipulated under Reg. 36(3)of the SEBI (LODR) Regulations 2015 are given in the section of notice of AGM formingpart of the Annual Report.

Appointment and Remuneration of Directors

The appointment and remuneration of Directors is governed by the Remuneration Policy ofthe Company which also contains the criteria for determining qualifications positiveattributes and independence of Directors. The Policy aims at attracting and retaining highcaliber personnel from diverse educational fields and with varied experience to serve onthe Board for guiding the Management team to enhanced organizational performance.

Declaration by Independent Directors

The Company has received necessary declarations from all independent directors pursuantto the requirement of section 149(7) of the Companies Act 2013 that they fulfill thecriteria of independence laid down in section 149(6) of the Companies Act 2013 and Reg.16 (1) (b) of the SEBI (LODR) Regulations 2015.

Annual Familiarization Programme

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the following link: http://www.provogue.com

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company as on 31stMarch 2017

Name Designation
Mr. Nikhil Chaturvedi Managing Director
Mr. Deep Gupta Whole-time Director & Chief Financial Officer
Mr. Vishant Shetty Company Secretary and Compliance Officer

Board evaluation

Pursuant to the Companies Act 2013 a formal annual evaluation needs to be conducted bythe Board of its own performance and that of its committees and individual directors.Schedule IV to the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated.

The Board based one valuation criteria recommended by the ‘Nomination andRemuneration Committee' and ‘Code for Independent Directors' and pursuant toapplicable regulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR)Regulations 2015 evaluated the performance of Board members. The Board after duediscussion and taking into consideration of the various aspects such as performance ofspecific duties obligations

Board's functioning composition of the Board and its Committees and governanceexpressed their satisfaction with the evaluation process and performance of the Board.

Remuneration Policy

The Company believes that a diverse and inclusive culture is integral to its success. Adiverse Board among others will enhance the quality of decisions by utilizing differentskills qualifications professional experience and knowledge of the Board membersnecessary for achieving sustainable and balanced development. Accordingly the Company hasdesigned the Remuneration Policy to attract motivate improve productivity and retainmanpower by creating a congenial work environment encouraging initiatives personalgrowth and team work and inculcating a sense of belonging and involvement besidesoffering appropriate remuneration packages and superannuation benefits. This RemunerationPolicy applies to Directors Senior Management Personnel including its Key ManagerialPersonnel (KMP) of the Company and is attached to this report as ‘Annexure 1'.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that: a. in the preparation of the annual accounts for the yearended March 31 2017 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed alongwith proper explanation relating tomaterial departures if any; b. the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312017 and of the loss of the Company for the year ended on that date; c. the Directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. the Directors haveprepared the annual accounts on a ‘going concern' basis; e. the Directors have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f. the Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.

COMMITTEES OF THE BOARD

The Board of Directors of the Company has the following committees as on 31stMarch 2017;

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

4. CSR Committee

The details of the Committees along with its composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report. The Board hasaccepted all the recommendations of the Audit Committee during the period under review.

AUDITORS

Statutory Auditors

The members of the Company in their Annual General Meeting held on September 30 2014appointed M/s Ajay Shobha & Co. as Statutory Auditors of the Company for the periodof four financial years from 2014-2015 to 2017-2018. In the term of first proviso tosection 139 of the Companies Act 2013 the appointment of the auditors shall be placedfor ratification at every Annual General Meeting. Accordingly the appointment of M/s AjayShobha & Co. Chartered Accountants as statutory auditors of the Company is placedfor ratification by the shareholders to hold the office from the conclusion of 21stAnnual General Meeting upto the conclusion of 22nd Annual General Meeting ofthe Company.

The Company had received a letter from the Statutory Auditors confirming that theirre–appointment if made would be within the limits prescribed under Section 141 ofthe Companies Act 2013. The observations and comments given by the Auditors in theirreport read together with notes to Accounts are self explanatory and hence do not requireany further comments under section 134 (3) (f) of the Companies Act 2013.

Secretarial Auditor

Pursuant to Section 204 of Companies Act 2013 the Board of Directors had appointedM/s. HS Associates Company Secretaries to undertake the Secretarial Audit of the Company.The Secretarial Auditor's Report is attached to this report as ‘Annexure 2'.The Secretarial Audit Report is self explanatory and thus does not require any furthercomments.

Cost auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company has beencarrying out audit of cost records maintained by the Company.

The Board of Directors on recommendation of Audit Committee has appointed M/s KetkiD. Visariya & Co. Cost Accountants (Firm Registration Number: 00362) as Cost Auditorto audit the cost accounts of the Company for the financial year 2017-18. As requiredunder the Companies Act 2013 a resolution seeking member's approval for remunerationpayable to the Cost Auditor forms part of the Notice convening the Annual General Meetingfor their rati_cation. Your Company has received certificates from M/s Ketki D. Visariya& Co. Cost Accountants informing their eligibility willingness and independence tobe appointed as cost auditors of the Company.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has been employing women employees in various cadres within its corporateoffice factory premises and its stores. The Company has in place a policy against SexualHarassment in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. An Internal Complaint Committee is setup to redress complaints if received and are monitored on regular basis. During the yearunder review Company did not receive any complaint regarding sexual harassment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 31 2017 is givenbelow and forms part of the Directors' Report

A. Conservation of Energy

i) The steps taken or impact on conservation of energy: The operations of the Companydo not involve high energy consumption. However the Company has for many years now beenlaying great emphasis on the Conservation of Energy and has taken several measuresincluding regular monitoring of consumption implementation of viable energy savingproposals improved maintenance of systems etc.

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil iii)The capital investment on energy conservation equipments: Nil

B. Technology Absorption

i) The efforts made towards technology absorption: The Company is monitoring thetechnological up-gradation taking place in other countries in the field of garmentmanufacturing and the same are being reviewed for implementation. The benefits derivedlike product improvement cost reduction product development or import substitution:Product improvement

ii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the Financial Year):

a) the details of technology Imported
b) the year of Import
c) whether the technology been fully absorbed Nil
d) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action

iii) The expenditure incurred on Research and Development during the year included inthe manufacturing cost- Not applicable

C. Foreign Exchange Earnings and Outgo

( ` In Lakhs)
Particulars 2016-17 2015-16
Foreign Exchange Earnings 4900.22 9485.55
Foreign Exchange outgo 36.48 121.54

DISCLOSURES UNDER COMPANIES ACT 2013:

Extract of Annual Return:

In accordance with section 134(3) of the Companies Act 2013 an extract of the annualreturn in the prescribed format is appended as ‘Annexure 3' to the Boards'Report.

Number of meetings of the Board:

The Board met five times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andSEBI (LODR) Regulations 2015.

Committees of the Board:

The Board has established committees as per the requirement of Companies Act 2013 andSEBI (LODR) Regulations 2015 including Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee and CSR Committee.

A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this Annual Report. The composition of the Committees as perthe applicable provisions of the Act Rules and SEBI (LODR) Regulations 2015 are asunder:

Committee Name Composition of the Committee
Audit Committee 1. Mr. Dinesh Arya Chairman
2. Mr. Hetal Hakani Member
3. Mr. Akhil Chaturvedi Member
Nomination & Remuneration Committee 1. Mr. Hetal Hakani Chairman
2. Mr. Dinesh Arya Member
3. Mr. Salil Chaturvedi Member
Stakeholders Relationship Committee 1. Mr. Salil Chaturvedi Chairman
2. Mr. Deep Gupta Member
3. Mr. Akhil Chaturvedi Member
CSR Committee 1. Mr. Deep Gupta Chairman
2. Mr. Nikhil Chaturvedi Member
3. Mr. Hetal Hakani Member

Vigil Mechanism/ Whistle Blower Policy:

In conformity with the requirements of Section 177 of the Companies Act 2013 theCompany has devised Vigil Mechanism and has formal whistle blower policy under which theCompany takes cognizance of complaints made by the employees and others and also providesfor direct access to the Chairman of Audit Committee in deserving cases. Your Companyhereby confirms that no directors/ employees were denied access to the Chairman of AuditCommittee and that no complaints were received during the year under period.

The Whistle Blower Policy of the Company has been posted on the website of the Companyand is available at www.provogue.com

Particulars of loans guarantees and investments:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient under the provisions of Section 186 of the Companies Act 2013read with the Companies (Meetings of Board and its Powers) Rules 2014 amended from timeto time are form part of the notes to the financial statements provided in this AnnualReport.

Particulars of material contracts or arrangements made with related parties:

The particulars of material contracts or arrangements made with related partiesreferred to in section 188(1) of the Companies Act 2013 in the prescribed form AOC-2 isappended as ‘Annexure 4' to the Boards' Report.

Particulars of employees:

Details in terms of the provisions of Section 197 of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 the names and otherparticulars of the employee are appended as ‘Annexure 5' to the Boards' ReportThe ratio of remuneration of each Director to the median employee's remuneration and otherdetails in terms of Section 197(12) of the Companies Act 2013 read along with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as ‘Annexure 6' and forms part of this Report.

Transfer to Reserves:

During the year company has not transferred any amount to reserve.

Material changes and commitments:

No material changes and commitments affecting the financial position of your Companyhave occurred between 31st March 2017 and the date of the report except saleof 100% stake of Classique Creators Private Limited (CCPL) on 25th April 2016at a consideration of ` 5 Lakh consequently CCPL ceased to be the subsidiary of theCompany .

Corporate Social Responsibility

In compliance with the requirement of section 135 of the Companies Act 2013 the Boardof Directors in their meeting held on 14th November 2014 had constitutedCorporate Social Responsibility (CSR) Committee designating Mr. Deep Gupta Whole-timeDirector & CFO as Chairman and Mr. Nikhil Chaturvedi Managing Director and Mr. HetalHakani Independent Director as members to the Committee. The Board of Directors approvedthe Corporate Social Responsibility Policy (CSR Policy) as formulated and recommended bythe CSR Committee.

The CSR Committee in its meeting held on 14th February 2017 reviewed thedraft financials of the Company for the period ended 31st December 2016 andconsidering the continuous loss suffered by the Company over a period decided not toincur any expenditure on CSR activity during financial year 2016-17. However theCommittee showed its very positive gestures of willingness to contribute towards CorporateSocial Responsibility in the period to come upon revival of financial position of theCompany.

REMOTE E-VOTING FACILITY TO MEMBERS

In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 ofthe Companies (Management and Administration) Rules 2014 and Reg. 44 of SEBI (LODR)Regulations 2015 the Company is pleased to provide members the facility to exercisetheir right to vote at this Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through e-Voting Services provided by Central DepositorySecurities (India) Limited (CDSL).

ELECTRONIC FILING

The Company periodically uploads the Annual Reports Financial Results ShareholdingPattern Corporate Governance Reports and others reports and intimations filed with StockExchanges etc. and other information on its website viz. www.provogue.com.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS OF DIVIDEND AND EQUITY SHARES TO INVESTOREDUCATION AND PROTECTION FUND

During the year under review the Company has credited Rs 101461 lying in the unpaid /unclaimed dividend account pertaining to final dividend for the year 2008-09 to theInvestor Education and Protection Fund (IEPF) pursuant to Rule 5(4) of the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016. The Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on 30th September 2016 (date of last Annual General Meeting) on theCompany's website viz www.provogue.com and on the website of the Ministry of CorporateAffairs. The Ministry of Corporate Affairs (MCA) vide notification dated September 5 2016had notified Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016 (‘IEPF Rules') which came into effect from September 7 2016.Pursuant to Section 124(6) of the Companies Act 2013 read with the IEPF Rules as amendedthe Company is required to transfer equity shares in respect of which dividend has notbeen paid or claimed by shareholders for seven consecutive years or more in favour of theInvestors Education and Protection Fund (IEPF) Authority.

In accordance with the aforesaid provision of the Act read with the IEPF Rules asamended the Company had issued a notices on 5th December 2016 to individualshareholders who haven't claimed dividend for the last 7 years and also published noticesin the newspapers on 7th December 2016 & 24th March 2017requesting shareholders to send an application to the Company/ RTA for claiming unclaimeddividends for the years 2009-10 onwards (as dividend for the year 2008-09 has already beentransferred to the IEPF Account on 17th November 2016). Shareholders arerequested to claim the unclaimed dividend so that the shares will not be transferred toDEMAT Account of IEPF Authority. Please note that no claim shall lie against company inrespect of the unclaimed dividend and shares transferred to the IEPF Authority. Howeverthe unclaimed shares and dividend can be claimed from the IEPF by making necessaryapplication in the prescribed Form (IEPF-5) available on the website of Ministry ofCorporate Affairs at www.iepf.gov.in.

Members are advised to visit to the website of the Company www. provogue.com toascertain details of the shares liable for transfer in the name of IEPF Authority.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Pursuant to SEBI (LODR) Regulations 2015 the details of the shares lying with theCompany in Unclaimed Suspense Account as on March 31 2017 are as under:

Description No. of cases No. of shares
1 Aggregate no. of shareholders and outstanding shares in unclaimed suspense account at beginning of the year 17 3400
2 No. of shareholders who approached issuer for transfer of shares from unclaimed suspense a/c during the year 0 0
3 No. of shareholders to whom shares were transferred from unclaimed suspense account during the year 0 0
4 Aggregate no. of shareholders and outstanding shares in the suspense account at the end of year 17 3400

During the financial year company has not declared any corporate benefit on aboveshares however corporate benefits if any accrued on above numbered unclaimed shares willbe credited to the same account and the Voting rights on these shares shall remainedfrozen till the rightful owner of such shares claims the shares.

APPRECIATION

Your Directors take this opportunity to express their gratitude and sincereappreciation for the dedicated efforts of all the employees of the Company. Your Directorsare also thankful to the esteemed share holders for their support and confidence reposedin the Company and to the Stock Exchanges Government Authorities Banks SolicitorsConsultants and other business partners.

For and on behalf of Board of Director
Sd/- Sd/-
Date: 14th August 2017 Nikhil Chaturvedi Deep Gupta Whole time
Place: Mumbai Managing Director Director & CFO
DIN: 00004983 DIN: 00004788

REMUNERATION POLICY

Preamble

The Remuneration Policy of Provogue (India) Limited (the "Company") isdesigned to attract motivate improve productivity and retain manpower by creating acongenial work environment encouraging initiatives personal growth and team work andinculcating a sense of belonging and involvement besides offering appropriateremuneration packages and superannuation benefits. The policy reflects the Company'sobjectives for good corporate governance as well as sustained long- term value creationfor shareholders.

This Remuneration Policy applies to directors senior management personnel includingits Key Managerial Personnel (KMP) of the Company.

Principles governing the remuneration decisions

1. Support for strategic objective: Remuneration and reward frameworks anddecisions shall be developed in a manner that is consistent with supports and reinforcesthe achievement of the Company's vision and strategy.

2. Transparency: The process of remuneration management shall betransparent conducted in good faith and in accordance with appropriate levels ofconfidentiality.

3. Flexibility: Remuneration and rewards offerings shall be sufficientlyflexible to meet both the needs of individuals and those of the Company whilst complyingwith relevant tax and other obligations..

4. Internal equity: The Company shall remunerate the Board members and theexecutives in terms of their roles within the organization. Positions shall be formallyevaluated to determine their relative weight in relation to other positions within theCompany.

5. External equity: The Company shall endeavor to pay equitableremuneration capable of attracting and retaining high quality personnel. Therefore theCompany will remain logically mindful of the ongoing need to attract and retain highquality personnel and the influence of external remuneration pressures.

6. Affordability and sustainability: the Company shall ensure thatremuneration of affordable on a sustainable basis.

Procedure for selection and appointment

1. Criteria for Board Members:

The Nomination and Remuneration Committee ("the Committee) along with the Boardwill review of a annual basis appropriate skills characteristics and experience requiredby the Board as a whole and its individual member. The objective is to have a Board withdiverse background and experience in business government academics technology and inareas that are relevant for the company's operations.

In evaluating the sustainability of individual Board Members the committees takes intoaccount many factors including general understanding of the Company's business socialperspective educational and professional background and personal achievements. TheCommittee evaluates each individual with the objective of having a group that best enablesthe success of the Company's business. The Committee shall also identify suitablecandidates in the event of a vacancy being created on the Board on account of retirementresignation or demise of an existing Board Member. Based on the recommendations of theCommittee the Board shall evaluate the candidates and decides on the selection theappropriate member.

Criteria for evaluation of performance of Independent Directors:

1. Knowledge and skills in accounting and finance business judgement generalmanagement practices crisis response and management industry knowledge strategicplanning etc.

2. Personal characteristics matching the Company's values such as integrityaccountability financial literacy and high performance standards

3. Commitment to attend a minimum of 75% of meetings which will include the attendancethrough audio/video conferencing.

4. Ability and willingness to represent the Stakeholders' long and short term interests

5. Awareness of the Company's responsibilities to its customers employees suppliersregulatory bodies and the communities in which it operates

6. Responsibility towards following objectives being an Independent Director i.Maintenance of independence and abstain himself from availing of benefits directly orindirectly from the Company ii. Responsibilities of the Board as outlined in the CorporateGovernance requirements prescribed under applicable laws. iii. Accountability under theDirectors' Responsibility Statement iv. Overseeing the maintenance of Corporate Governancestandards of the Company and ethical conduct of business

2. Criteria for other executives:

a. The Committee shall actively liaise with the relevant departments of the company tounderstand the requirement of management personnel and produce a written document thereon.

b. The Committee may conduct a wide ranging search for candidates for the positions ofemployees.

c. The professional academic qualifications professional titles detailed workexperience and all concurrently held positions of the candidates shall be complied aswritten documents.

d. The committee may examine the qualifications of the candidates on the basis of theconditions for appointment of the employees.

e. The Committee may carry out other follow up tasks based on the decisions andfeedback from the Board of Directors if any.

Compensation structure a. Compensation to non-executive directors including IndependentDirectors

The non-executive directors shall be eligible for remuneration by way of payment ofsitting fees only for attending the meetings of the Board of Directors and its committees.The amount of sitting shall be decided by the Board of Directors of the Company subject tothe revisions from time to time within maximum permissible limit prescribed under therespective provisions of the Companies Act 2013. Taking into account the financialpositions of the Company the Board of Directors shall be entitled to decide whether toreduce or waive the payment of sitting for a meeting or for a period specific orpermanently until otherwise decided by the Board. Besides sitting fees non-executivedirectors shall also be entitled to reimbursement of expenses incurred by them forattending the meeting of Board of Directors and its committees. All compensation apartfrom sitting fees and reimbursement of expenses as stated above if recommended by theCommittee shall be fixed by the Board of Directors and shall require previous approval ofthe shareholders in general meeting subject to the maximum limit and other compliances asprescribed under the Companies Act 2013 and rules made there under.

The special resolution shall specify the limits for the maximum numbers of stockoptions that can be granted to non-executive directors in any financial year and inaggregate. However the independent directors shall not be entitled for any stock option.

b. Compensation to executive directors key managerial personnel and senior managementpersonnel

The remuneration determined for managing directors whole-time directors and keymanagement personnel are subjected to the approval of Board of Directors in due compliancewith the provisions of the Companies Act 2013. The remuneration of the KMP and SMP afterthe appointment shall be informed to the Board of Directors and subsequent increment shallbe decided by the Managing Director of the Company as per the HR policy of the Company.The executive directors shall not be eligible for payment of any sitting fees. The Companyshall formulate a credible and transparent framework in determining and accounting for theremuneration of the MD/ WTD/ KMPs and SMPs. Their remuneration shall be governed by theexternal competitive environment track record potential individual performance andperformance of the Company as well as industry standards.

Disclosure of information

Information on the total remuneration of members of the Company's Board of DirectorsWhole Time Directors and KMP/senior management personnel may be disclosed in the Company'sannual financial statements as per statutory requirements.

Application and amendment to the policy

This Remuneration Policy shall continue to guide all future employment of DirectorsCompany's Senior Management including Key Managerial Personnel and other employees.

The Board of Directors as per the recommendations of the Committee can amend thisPolicy as and when deemed fit. Any or all provisions of this Policy would be subject torevision / amendment in accordance with the rules regulations notifications etc. on thesubject as may be issued by relevant statutory authorities from time to time.

In case of any amendment(s) clarification(s) circular(s) etc. issued by the relevantauthorities not being consistent with the provisions laid down under this Policy thensuch amendment(s) clarification(s) circular(s) etc. shall prevail upon the provisionshereunder and this Policy shall stand amended accordingly from the effective date as laiddown under such amendment(s) clarification(s) circular(s) etc.

Dissemination

The Company's Remuneration Policy shall be published on its website.

ANNEXURE 4

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis.

Sr. No. Name (s) of the related party & nature of relationship Nature of contracts/ arrangements/ transaction Duration of the contracts/ arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value if any Justification for entering into such contracts or arrangements or transactions Date of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in General meeting as required under first proviso to section 188

Not Applicable

2. Details of material contracts or arrangements or transactions at Arm's lengthbasis.

(INR in lakhs)
Sr. No. Name (s) of the related party & nature of relationship Nature of relationship Nature of contracts/ arrangements/ transaction Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transaction including the value if any Date of approval by the Board Amount paid as advances if any
Not Applicable

Note: For this purpose a transaction with related party is considered material if thevalue of transaction(s) taken together during financial year exceeds 10% of annualconsolidated turnover of the Company as per latest audited financial statement. The term‘material transaction' is taken from Regulation 23 of SEBI (LODR) Regulations 2015being Company is a listed entity.

For and on behalf of Board of Director
Sd/- Sd/-
Nikhil Chaturvedi Deep Gupta
Date: 14th August 2017 Managing Director Whole time Director
Place: Mumbai Din: 00004983 Din:00004788

ANNEXURE 5

Statement of particulars of employees pursuant to the provisions of Section 197 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration) Rules 2014 andforming part of Directors' Report for the year ended 31st March 2017

A. Top 10 employees in term of remuneration drawn

Last Employment
Sr. No. Name of Employee Age Designation Qualification Experience (In years) Gross Remuneration (in Rs.) Date of comencement of employment Name of Employer Position held % of Equity Shares held by employee in the Company Relation with Director/ Manager of the Company
1 Mr.Deep Gupta 48 Director MBA 20+ 6000000 01.11.2007 NA NA 2.43% (5000 Share) -
2 Ms.Bhavana Nirmal 44 Head Operations B.Com 15+ 1755600 15.03.2002 International Trading Corp Export Assistant 0% (150 Share) -
3 Mr.Sameer Khandelwal 44 Manager C.A. 15+ 1677720 23.05.2005 M/S Thambi Ashok & Assoc Audit Clerk 0% (175 Share) -
4 Mr.Nikhil Patel 49 Brand Director 20+ 1623600 01.04.06 NA NA 0% (10000 Share) -
5 Mr.Mukesh Agrawal 46 General Manager MBA 25+ 1611000 01.07.1999 Texport Garment Manager - IT - -
6 Ms.Monika Agarwal 39 Manager IT B.Sc. 7+ 1611000 01.07.2010 NA NA - -
7 Ms.Namita Saraf 31 Sr. Manager - Institutional Sales B.Sc. 10+ 1350000 05.06.2013 S.Kumars Senior Merchandiser - -
8 Mr.Ashok Ghugare 46 Head Production B.Sc. 15+ 1222824 01.09.2005 Bombay Rayon Fashions Ltd Production Head - -
9 Mr.Abhishek Khandelwal 36 Merchandiser MBA 10+ 1200000 11.05.2009 India Insurance Risk Mgm Sr. Business Development Exec - -
10 Mr.Rajesh Kumar Vig 49 Manager CSD S.S.C. 15+ 1080000 03.05.2013 Hipolin Limited C.E.O - -

B Employed throughout the financial year under review and were in receipt of grossremuneration for the financial year in aggregate of not less than ` 1.02 crore perannum.

Last Employment

Sr. No. Name of Employee Age Designation Qualification Experience (In years) Gross Remuneration (In ` ) Date of comencement of employment Name of Employer Position held % of Equity Shares held by employee in the Company Relation with Director/ Manager of the Company

NOT APPLICABLE

c Employed for the part of financial year and were in receipt of average grossremuneration not less than ` 8.5 lakhs per month

Sr. No. Name of Employee Age Designation Qualification Experience (In years) Gross Remuneration (In ` ) Date of comencement of employment

Last Employment

% of Equity Shares held by employee in the Company Relation with Director/ Manager of the Company
Name of Employer Position held

NOT APPLICABLE

Note:

1 Other terms and conditions as per Company's rules/ schemes and terms of individualappointment letter.

2 Detail required to be given under rule 5(2) (iii) of Chapter XIII Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable.

For and on behalf of Board of Director
Sd/- Sd/-
Nikhil Chaturvedi Deep Gupta
Date: 14th August 2017 Managing Director Whole time Director
Place: Mumbai Din: 00004983 Din:00004788

ANNEXURE 6

PARTICULARS OF EMPLOYEES AND RELATED DETAILS

Pursuant to section 197(2) of the Companies Act 2013 read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

No. Requirements Disclosures
1 The ratio of remuneration of each Director to the Mr. Nikhil Chaturvedi MD NIL
Median remuneration of employees for the financial year Mr. Deep Gupta WTD 21.28:1
Mr. Akhil Chaturvedi WTD Nil
Mr. Salil Chaturvedi NED Nil
Mr. Dinesh Arya ID Nil
Mr. Hetal Hakani ID Nil
Ms. Gauri Pote ID Nil
2 Percentage increase in Remuneration of each director Mr. Nikhil Chaturvedi MD No increase
CFO CEO CS in the Financial Year Mr. Deep Gupta WTD & CFO No increase
Mr. Vishant Shetty CS No increase

 

3 The Percentage increase in the median remuneration In the Financial year there was an increase of 27.03% of employees in the financial year in the median remuneration of employees
4 The Number of permanent employees on the rolls of There were 148 employees as on 31st March 2017 the Company
5 Average percentile increase already made in the salaries Average percentile increase in the salaries of employees of employees other than the managerial personnel other than the managerial personnel was 9.41%; in the last financial year and its comparison with the however there has been decrease in the remuneration percentile increase in the managerial remuneration drawn by the managerial personnel. and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
6 Affirmation that the remuneration is as per the It is confirmed that the remuneration is paid as per the remuneration policy of the Company. remuneration policy of the Company.

** During the financial year company incurred the loss however the remuneration paidto directors were within limit specified under schedule V of the Companies act 2013.

For and on behalf of Board of Director
Sd/- Sd/-
Nikhil Chaturvedi Deep Gupta
Date:14.08.2017 Managing Director Whole time Director
Place: Mumbai DIN: 00004983 DIN:00004788