To the Members
Prozone Intu Properties Limited
Your Directors are delighted to present their 10th Annual Report on thebusiness and operations of your Company for the year ended March 31 2017.
FINANCIAL RESULTS & OPERATIONS
` in Lakhs
|Particulars || |
| || |
|31.03.2016 || |
|Income from Operations ||717.55 ||752.01 ||6279.08 ||8621.19 |
|Other Income ||678.74 ||800.06 ||1012.40 ||841.97 |
|Total Income ||1396.29 ||1552.07 ||7291.48 ||9463.16 |
|Total Expenditure ||997.24 ||953.53 ||6354.33 ||8656.80 |
|Exceptional item ||- ||- ||- ||16.69 |
|Profit/ (loss) before Tax ||399.05 ||598.54 ||937.15 ||789.67 |
|Less: Tax expenses ||10.67 ||150.32 ||187.88 ||372.21 |
|Minority Interest ||- ||- ||151.20 ||(320.60) |
|Profit/ (loss) after Tax and minority interest for the year ||388.38 ||448.22 ||598.07 ||738.06 |
STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE Standalone
The Company's gross (total) income for the financial year ended 31st March2017 decreased to ` 1396.29 lakhs as against ` 1552.07 lakhs during the previous year. Theprofit before tax reduced to
` 399.05 lakhs from ` 598.54 lakhs as recorded during previous year. The profit aftertax reduced to ` 388.38 lakhs from ` 448.22 lakhs in the previous year.
The Company's gross (total) income for the financial year ended 31st March2017 decreased to ` 7291.48 lakhs from ` 9463.16 lakhs during the previous year howeverthere is a marginal topline growth in profit before tax which is increased to ` 937.15lakhs against profit of ` 789.67 lakhs as recorded during previous year. The profit aftertax & minority interest of the reporting year stood at ` 598.07 lakhs against ` 738.06lakhs reported in previous year.
Considering the cash requirement for business growth your Directors decided not topropose dividend for the year ended March 31 2017 thus there is no appropriation of anyamount to General Reserve during the year under review.
The equity shares of the Company are listed on The BSE Limited (BSE) and The NationalStock Exchange of India Ltd. (NSE) and the listing fees for the year 2017-18 have beenalready paid.
The paid up Equity Share Capital as at 31st March 2017 stood at
` 3052.06 lakhs. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on 31stMarch 2017 none of the Directors of the Company hold instruments convertible into equityshares of the Company.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has 11 subsidiary companies as on 31st March 2017 including 6step-down subsidiaries and 2 Joint Venture Companies.
1. Alliance Mall Developers Co. Private Limited
2. Kruti Multitrade Private Limited
3. Royal Mall Private Limited
4. Prozone Developers & Realtors Private Limited w.e.f. 25thApril 2016
5. Prozone Liberty International Limited Singapore
6. Empire Mall Private Limited
7. Hagwood Commercial Developers Private Limited
8. Omni Infrastructure Private Limited
9. Prozone Intu Developers Private Limited w.e.f. 18th March 2017 10.Prozone Overseas Pte. Limited Singapore 11. Prozone International Coimbatore LimitedSingapore
Joint Venture Companies
1. Moontown Trading Company Private Limited
2. Emerald Buildhome 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 have prepared consolidated financial statements of the Companyand all its subsidiaries which form part of the Annual Report. Further a statementcontaining the salient features of the financial statements of subsidiaries in theprescribed form AOC-1 is appended to this Report. The Statement also provides the detailsof 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. The annual accounts of the subsidiary companies are also made available forinspection by any member at the registered office 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 address to the Company Secretary at the registeredoffice of the 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 PracticingCompany Secretary confirming 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 Reg. 34 of the SEBI (LODR) Regulations 2015 is presentedin a separate section forming part of Annual Report under the head ManagementDiscussion 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 during theyear under review.
During the year under review the Company has neither invited nor accepted the depositfrom public within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 amended from time to time.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ? Directors
During the year Mr. John Abel Alternate Director to Mr. David Fischel Non ExecutiveDirector of the Company has resigned from the Board with effect from 24thNovember 2016. The Board places on record its sincere appreciation for the valuableservice rendered by Mr. John Able during his entire tenure.
The Board of Director designated Mr. John Abel as the Director Emeritus' inrecognition of his service as mentor to the management and nurturing the organization overthe past years by his advises. Features During the year Ms Deepa Misra Harris and Mr.Dushyant Singh Sangar Additional Directors of the Company were regularized as anIndependent Director and Non-executive Director respectively of the Company in the lastAnnual General Meeting held on 22nd September 2016.
Pursuant to the provisions of section 152 of the Companies Act 2013 the office of Mr.David Fischel Director is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment. The Board recommendshis re-appointment for consideration of the Meeting of the Company at the forthcomingAnnual General Meeting. Reports A brief resume of directors seekingappointment/reappointment consisting nature of expertise in specific functional areas andname of companies in which they hold directorship and/or membership/ chairmanships ofcommittees of the respective Boards shareholding and relationship between directorshipinter-se as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations 2015 are given inthe section of notice of AGM forming part 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 Financials educational fields and with varied experience toserve on the Board for guiding the Management team to enhanced organizational performance.
The Nomination & Remuneration Committee and Board of Directors in their respectivemeetings held on 13th February 2017 recommended the reappointment of Mr.Nikhil Chaturvedi as Managing Director and Mr. Salil Chaturvedi as Dy. Managing Directorfor members approval for the term of 3 years.
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) read with Schedule IV to CompaniesAct 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations 2015.
Annual Familiarisation 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 link: http://www.prozoneintu.com/ investor/policies
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company as on 31stMarch 2017
|Name ||Designation |
|Mr. Salil Chaturvedi ||Dy. Managing Director |
|Mr. Anurag Garg ||Chief Financial Officer |
|Mr. Ajayendra P. Jain ||Company Secretary and Chief |
| ||Compliance Officer |
During the year under review Mr. Salil Chaturvedi was reappointed as Dy. ManagingDirector of the Company for a term of three years with effect from 27thFebruary 2017 and he was also designated as Key Managerial Personnel of the Company.
? 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 on evaluation 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 due discussion and taking into consideration of the various aspectssuch as performance of specific duties obligations Board's functioning composition ofthe Board and its Committees and governance expressed their satisfaction with theevaluation process and performance of the Board.
? Remuneration Policy
The Remuneration Policy of the Company is designed to attract motivate improveproductivity and retain manpower by creating a congenial work environment encouraginginitiatives personal growth and team work and inculcating a sense of belonging andinvolvement besides offering appropriate remuneration packages and superannuationbenefits. This Remuneration Policy applies to Directors Senior Management Personnelincluding its Key Managerial Personnel (KMP) of the Company is attached to this report asAnnexure 1'.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed alongwith 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 2017 and of the profit 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 concern' basis;
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.
AUDITORS Statutory Auditors
M/s. SGCO & Co LLP the retiring Statutory Auditor has been a Statutory Auditor ofthe Company for more than 10 years being the maximum period permitted under Section 139of the Companies Act 2013. Therefore in compliance with the provisions of Section 139and all other applicable provisions if any of the Companies Act 2013 and Rules framedthereunder and based on recommendation of the Audit Committee the Board of Directors atits meeting held on 22nd August 2017 recommended the appointment of M/s B S R& Co LLP Chartered Accountants (ICAI Firm Registration No. 101248W/100022) to holdoffice for a period of 5 years from the conclusion of this Annual General Meeting (AGM)until the conclusion of the 15th AGM of the Company to be held in the year 2022(subject to rati_cation of their appointment at every AGM) on such remuneration as may befixed by the Board of Directors of the Company on the recommendation of the AuditCommittee.
M/s B S R & Co LLP have provided their respective consent certificates anddeclarations as required under Section 139 and 141 of the Companies Act 2013 andCompanies (Audit and Auditors) Rules 2014.
The observations and comments given by the retiring Auditors in their report readtogether with notes to Accounts are self explanatory and hence do not require any furthercomments under section 134 (3) (f ) of the Companies Act 2013.
Pursuant to Section 204 of Companies Act 2013 the Board of Directors had appointedM/s. HS Associates Practicing Company Secretaries to undertake the Secretarial Audit ofthe Company. The Secretarial Auditor's Report is attached to this report as Annexure2'. The Secretarial Audit Report does not contain any qualification reservation oradverse remark and is self explanatory and thus does not require any further comments.
Pursuant to Section 138 of Companies Act 2013 and as recommended by Audit Committeethe Board of Directors had appointed M/s K.M. Tulsian & Associates (Firm RegistrationNo. 111075W) Chartered Accountants Mumbai to undertake the Internal Audit of the Companyincluding performing internal audit of the activities of the Company's subsidiary.
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 and in branch offices. The Company has in place a policy against Sexual Harassmentin line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaint Committees is set up to redresscomplaints 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 2017 is givenbelow and forms part of the Directors' Report
A. Conservation of Energy i) The steps taken or impact on conservation of energy:Nil ii) The steps taken by the Company for utilizing alternate sources of energy: Nil iii)The capital investment on energy conservation equipments: Nil
Your Company is not engaged in manufacturing activity and thus its operations are notenergy intensive. However adequate measures are always taken to ensure optimumutilisation and maximum possible saving of energy.
B. Technology Absorption i) The efforts made towards technology absorption : Nilii) The benefits derived like product improvement cost reduction product development orimport substitution : Nil iii) in case of imported technology (imported during the lastthree years reckoned from the beginning of the Financial Year): Not Applicable (a) Detailsof Technology Imported; (b) Year of Import; (c) Whether the Technology has been fullyabsorbed; (d) if not fully absorbed areas where absorption has not taken place and thereasons thereof. iv) Your Company has not incurred any expenditure on Research andDevelopment during the year under review.
C. Foreign Exchange Earnings and Outgo
During the year under review the details of foreign exchange earnings & outgo areas follows: Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: ` 23.96 lakhs
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 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 Corporate Social ResponsibilityCommittee.
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 on31st March 2017 as per the applicable provisions of the Act Rules and SEBI(LODR) Regulations 2015 are as under:
|Committee Name ||Composition of the Committee |
| ||1. Ms. Deepa Misra Harris Chairperson |
|Audit Committee ||2. Mr. Punit Goenka Member |
| ||3. Mr. Salil Chaturvedi Member |
| ||1. Mr. Rajiv Singh Chairperson upto 24th April 2017 |
| ||2. Ms. Deepa Misra Harris Chairperson w.e.f. 22nd August 2017 |
|Nomination & Remuneration Committee || |
| ||3. Mr. Punit Goenka Member |
| ||4. Mr. David Fischel Member |
| ||1. Mr. Rajiv Singh Chairperson upto 24th April 2017 |
| ||2. Ms. Deepa Misra Harris Chairperson w.e.f. 22nd August 2017 |
|Stakeholders Relationship Committee ||3. Mr. Punit Goenka Member |
| ||4. Mr. Nikhil Chaturvedi Member |
| ||5. Mr. Salil Chaturvedi Member |
| ||1. Nikhil Chaturvedi Chairperson |
| ||2. Ms. Deepa Misra Harris Member |
|Corporate Social Responsibility Committee || |
| ||3. Mr. Rajiv Singh Member upto 24th April 2017 |
| ||4. Mr. Salil Chaturvedi Member |
Vigil Mechanism/ Whistle Blower Policy:
Your Company has established a Vigil Mechanism and implemented Whistle Blower Policythe mechanism to provide adequate safeguards against victimisation ofdirector(s)/employee(s) who use mechanism to report genuine issues and also provide directaccess to the Chairman of the Audit Committee in exceptional cases. The Audit Committee ofyour Company oversees the Vigil Mechanism on regular basis.
Your Company hereby afirms that no director/ employee have been denied access to theChairman of Audit Committee and that no complaints were received during the quarter.
The policy on Vigil Mechanism may be accessed on Company's website at the followinglink: http://www. prozoneintu.com/investor/policies
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 contracts or arrangements entered into with related parties:
The particulars of contracts or arrangements made with related parties referred to insection 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appendedas 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 is appended as Annexure 5 ' to the Boards' Report
The ratio of remuneration of each Director to the median employee's remuneration andother details in terms of Section 197(12) of the Companies Act 2013 read along with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed herewith as Annexure 6 ' and forms part of this Report.
Transfer to Reserves:
During the year Company was not required to transfer 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.
Corporate Social Responsibility:
During the financial year 2016-17 the Profit of the Company was raised to the limitstipulated under section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 hence in pursuance of this the Board ofDirectors of the Company in their meeting held on 4th August 2016 hadconstituted the "Corporate Social Responsibility Committee" to carry out and tomonitor CSR activities by the Company and designated Mr. Nikhil Chaturvedi ManagingDirector as Chairman' and Mr. Salil Chaturvedi Dy. Managing Director and Mr. RajivSingh Independent Director and Ms. Deepa Misra Harris Independent Director respectivelyas its members. Further on 14th November 2016 the Board in its meeting approvedthe CSR policy to implement sustainable initiative which will have maximum societal impactby identifying the critical needs and gaps in the society.
The CSR Policy of the Company and the details about the development of CSR Policy andinitiatives taken by the Company on Corporate Social Responsibility during the year as perthe Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 have beenappended as Annexure 7' attached to this report. The CSR committee met onceduring the financial year 2016-17 the details of which are given in the CorporateGovernance Report that forms part of this Annual Report
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 the 10th Annual General Meeting (AGM) by electronicmeans and the business may be transacted through remote E-Voting Services provided byCentral Depository Securities (India) Limited (CDSL). Features
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.prozoneintu.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 2017 are as under:
|Description ||No. of Shareholders ||No. of Shares |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; ||17 ||3400 |
|Number of shareholders who approached listed entity for transfer of shares from suspense account during the year; ||0 ||0 |
|Number of shareholders to whom shares were transferred from suspense account during the year ||0 ||0 |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the 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 remain frozentill 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: 22nd August 2017 Place: Mumbai ||sd/- Nikhil Chaturvedi Managing Director DIN: 00004983 ||sd/- Salil Chaturvedi Dy. Managing Director DIN: 00004768 |