To the Members Provogue (India) Ltd
Your Directors are presenting their 20th report on the business andoperations of your Company for the year ended 31st March 2016.
FINANCIAL RESULTS & OPERATIONS
(Rs. In Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||31.03.2016 ||31.03.2015 ||31.03.2016 ||31.03.2015 |
|Income from Operations ||42343.66 ||54545.85 ||51051.40 ||73428.57 |
|Other Income ||217.48 ||326.73 ||1904.03 ||2176.30 |
|Total Income ||42561.14 ||54872.58 ||52955.43 ||75604.87 |
|Total Expenditure ||(61662.91) ||(63425.50) ||(72503.41) ||(84421.62) |
|Exceptional item ||(508.65) ||1042.83 ||(370.48) ||1042.83 |
|Profit/ (loss) before Tax ||(19610.42) ||(7510.09) ||(19918.46) ||(7773.92) |
|Tax (expenses)/ benefits ||43.64 ||54.24 ||(0.89) ||44.68 |
|Profit/ (loss) after Tax for the year before minority ||(19566.78) ||(7455.85) ||(19919.35) ||(7729.24) |
|Interest || || || || |
|Minority Interest ||- ||- ||85.75 ||245.28 |
|Profit/ (loss) after Tax for the year ||(19566.78) ||(7455.85) ||(19833.60) ||(7483.96) |
STATE OF COMPANYS AFFAIRS / FINANCIAL PERFORMANCE
The Companys gross (total) income for the financial year ended 31stMarch 2016 decreased to Rs. 42343.66 lakhs against Rs. 54545.85 lakhs during theprevious year. The loss before tax increased to Rs. 19610.42 lakhs from Rs.7510.09 lakhs as recorded during previous year. The loss after tax increased to Rs.19566.78 lakhs from Rs. 7455.85 lakhs in the previous year.
The Companys gross (total) income for the financial year ended 31stMarch 2016 decreased to Rs. 51051.40 lakhs from Rs. 73428.57 lakhs during the previousyear. The loss before tax increased to Rs. 19918.46 lakhs from Rs. 7773.92 lakhs asrecorded during previous year. The loss after tax and minority interest increased to Rs.19833.60 lakhs from Rs. 7483.96 lakhs in the previous year.
Strategic Debt Restructuring (SDR)
In terms of circular no. BR.BP.BC.No.101/21.04. 132/2014-15 dated 8th June2015 issued by Reserve Bank of India (RBI) the Joint Lenders Forum (JLF) reviewed theaccount of the Company on 13th January 2016 and after evaluating the severaloptions for Corrective Action Plan (CAP) for revival of business of the Company finallyon 25th January 2016 (reference date) decided to invoke the SDR on theCompany. On the reference date total amount of outstanding loan payable to lenders wasRs. 305.35 Crore and the share price for conversion of part of debt into equity wasdetermined to
Rs. 7.66 per shares as per the pricing formula stipulated by the RBI. Accordingly thepart of debt of Rs. 91.17 Crore is likely to be converted into equity subscription amountagainst issue of 119024732 equity shares by the Company to Lender entitling them tohold collectively not less than 51% of post issue equity share capital of the Company.
Accordingly the Company through Postal Ballot concluded on 28th March2016 obtained the approval of members of the Company by passing a special resolution forconversion of a part of the outstanding debt into equity however the further steps ofcompleting the issue and allotment of shares to SDR Lenders on preferential basis are inprocess and required to be accomplished before 10th August 2016 being aperiod of 210 days from review of accounts by JLF. The shares proposed to be issued shallbe listed on the Stock Exchanges where the securities of the Company are listed howeversaid shares shall be subject to lock-in requirement for the a period of one year from thedate of trading permission by the Stock Exchanges.
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 2016.
SHARE CAPITAL AND LISTING OF SHARES
The issued subscribed and paid up share capital of the Company as on 31stMarch 2016 amounted to Rs. 114357095 (Rupees Eleven Crores Forty Three Lakh FiftySeven Thousand Ninety Five only) consisting of 114357095 Equity Shares of Re 1 eachfully paid up. During the year under report your Company has not issued any class ofshares and hence there has been no change in the issued subscribed and paid up sharecapital of the 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 14 subsidiary companies as on 31st March 2016including step-down subsidiaries and 2 foreign subsidiaries.
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 Pvt. Ltd.
viii) Profab Fashions (India) Ltd.
ix) Classique Creators Private Limited
x) Proskins Fashion Private Limited
xi) Provogue Personal Care Private Limited
Step-down subsidiary is:
xii) Standard Mall Private Limited
Foreign subsidiaries are:
xiii) Elite Team (HK) Ltd Hong Kong
xiv) Provogue Holding Ltd Singapore
Joint Venture Companies
i. ProSFL Private Limited
ii. Procountys Developer Private Limited
The Board of Directors (the Board) regularly reviews the affairs of thesubsidiaries. In compliance with section 129 (3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report.
Further a statement containing the salient features of the financial statements of oursubsidiaries in the prescribed format AOC-1 is appended to this Report. The Statement alsoprovides the details of performance financial 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 the member of thecompany by making a written request to the Company Secretary at the registered office ofthe company.
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 PractisingCompany Secretary 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.
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
During the year pursuant to the provisions of second proviso to Section 149(1) andSection 161 of the Companies Act 2013 and the Rules made thereunder the Company hasappointed Ms. Gauri Sanjay Pote (DIN: 07301254) as an Additional Director in the categoryof Independent Director with effect from 30th September 2015 to hold officeuntil the date of this Annual General Meeting in terms of Section 161 of the Act. Pursuantto the provisions of Sections 149 152 and other applicable provisions of the CompaniesAct 2013 and the rules made thereunder read with Schedule IV to the Companies Act 2013your Directors recommended the appointment of Ms. Gauri
Pote as Woman cum Independent Director of the Company to hold office for a period offive years upto 30th September 2020 subject to approval by the members in thethis Annual General Meeting and her office as an Independent Director shall not be subjectto retirement by rotation. Details of the proposal for appointment of Ms. Gauri Pote arementioned in the Explanatory Statement of the Notice of this Annual General Meeting
Pursuant to the provisions of section 152 of the Companies Act 2013 the office of Mr.Akhil Chaturvedi (DIN: 00004779) Director is liable to retire by rotation at this AnnualGeneral Meeting and being eligible he has offered himself for re-appointment.Accordingly the proposal for his re-appointment has been included in the Notice conveningthe Annual General Meeting of the Company.
A brief resume of directors 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.
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.
The details of programmes for familiarisation 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://corporate.provogue.com/investors
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company as on 31stMarch 2016
|Name ||Designation |
|Mr. Nikhil Chaturvedi ||Managing Director |
|Mr. Deep Gupta ||Whole-time Director & Chief Financial Officer |
|Mr. Vishant Shetty ||Company Secretary and Compliance Officer (w.e.f. 20th January 2016) |
During the year Mr. Ajayendra Pratap Jain Company Secretary and Key ManagerialPersonnel had resigned from the office with effect from the end of business hours ofMonday the 30th November 2015.
Consequently the Board had appointed Mr. Vishant Shetty a member of the Institute ofCompany Secretaries of India (ICSI) (Membership no. ACS- 38378) as Company Secretary ofthe Company with effect from 20th January 2016 and subsequently in its Meetingheld on 12th February 2016 designated him as Key Managerial Personnel of theCompany.
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.
TheBoardbasedonevaluationcriteriarecommended by the Nomination and RemunerationCommittee and Code for Independent Directors and pursuant to applicableregulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations2015 evaluated the performance of Board members.
The Board after due discussion and taking into consideration of the various aspectssuch as performance of specific duties obligations Boards functioning compositionof the Board and its Committees and governance expressed their satisfaction with theevaluation process and performance of the Board.
The Company believes that a diverse and inclusive culture is integral to its success. Adiverse Board among others will enhance the quality if 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 Director state that:
a. in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures ifany;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the loss ofthe Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concernbasis;
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that 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 2016;
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 meeting andattendance at the meeting 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 20thAnnual General Meeting upto the conclusion of 21st Annual GeneralMeeting of the 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 of theCompanies Act 2013.
The observations and comments given by the Auditors in their report read together withnotes to Accounts are self explanatory and hence do not require any further comments undersection 134 (3) (f) of the Companies Act 2013.
Pursuant to Section 204 of Companies Act 2013 the Board of Directors had appointedMr. Hemant Shetye Partner of M/s. HS Associates Practising Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Auditors Report isattached to this report as Annexure 2. The Secretarial Audit Report isself explanatory and thus does not require any further comments.
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 the recommendation of Audit Committee has appointed M/sKetki D. Visariya & Co. Cost Accountants (Firm Registration Number: 00362) as CostAuditor to audit the cost accounts of the Company for the financial year 2016-17. Asrequired under the Companies Act 2013 a resolution seeking members approval forthe remuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting for their ratification. Your Company has received certificates from M/sKetki D. Visariya & Co. Cost Accountants informing their eligibility willingnessand independence to be 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. Internal Complaint Committees is set upto redress complaints if received and are monitored on regular basis.
During the year under review Company did not receive any complaint regarding sexualharassment.
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 2016 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 Company do not involve high energy consumption. However theCompany has for many years now been laying great emphasis on the Conservation of Energyand has taken several measures including regular monitoring of consumption implementationof viable energy saving proposals 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 the technological up-gradation taking place in othercountries in the field of garment manufacturing and the same are being reviewed forimplementation.
ii) The benefits derived like product improvement cost reduction product developmentor import substitution : Product improvement
iii) 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 || |
|d) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action ||Nil |
iv) The expenditure incurred on Research and Development during the year included inthe manufacturing cost.- Not applicable
C. Foreign Exchange Earnings and Outgo
(Rs. In Lakhs)
|Particulars ||2015-16 ||2014-15 |
|Foreign Exchange Earnings ||9485.55 ||12004.90 |
|Foreign Exchange outgo ||121.54 ||1265.20 |
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 theBoards Report.
Number of meetings of the Board:
The Board met four 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 Company hereby confirms that no directors/ employees were denied access to theChairman of Audit Committee and that no complaints were received during the year underperiod.
The Whistle Blower Policy of the Company has been posted on the website of the Companyand is available at http://corporate.provogue.com/ investors.
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 theBoards Report
The ratio of remuneration of each Director to the median employees remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read along withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure 6 and forms part of thisReport.
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 2016 and the date of the report except saleof 100% stake of Classique Creators Private Limited (CCPL) on 25th April 2016at a consideration of Rs. 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 hadapproved the Corporate Social Responsibility Policy (CSR Policy) as formulated andrecommended by the CSR Committee.
The CSR Committee in its meeting held on 12th February 2016 reviewed thedraft financials of the Company for the period ended 31st December 2015considering the continuous loss suffered by the Company over a period decided not toincur any expenditure on CSR activity during financial year 2015-16. 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).
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.
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 2016 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.
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 |
|Date: 27th May 2016 ||Nikhil Chaturvedi ||Deep Gupta |
|Place: Mumbai ||Managing Director ||Whole time Director |
| ||DIN: 00004983 ||DIN: 00004788 |