You are here » Home » Companies » Company Overview » Provogue (India) Ltd

Provogue (India) Ltd.

BSE: 532647 Sector: Industrials
BSE 00:00 | 19 Mar 1.33 -0.07






NSE 00:00 | 19 Mar 1.25 -0.05






OPEN 1.33
VOLUME 103003
52-Week high 5.79
52-Week low 1.02
Mkt Cap.(Rs cr) 31
Buy Price 1.55
Buy Qty 567.00
Sell Price 1.33
Sell Qty 12982.00
OPEN 1.33
CLOSE 1.40
VOLUME 103003
52-Week high 5.79
52-Week low 1.02
Mkt Cap.(Rs cr) 31
Buy Price 1.55
Buy Qty 567.00
Sell Price 1.33
Sell Qty 12982.00

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

Company director report


The Members Provogue (India) Ltd

Your Directors are presenting their 22nd report on the business andoperations of your Company for the year ended 31st March 2018.


(Rs. In Lakhs)
Particulars Standalone Consolidated
31.03.2018 31.03.2017 31.03.2018 31.03.2017
Income from Operations 9177.80 21353.10 12685.03 26781.83
Add: Other Income 581.05 498.98 233.49 348.19
Total Income 9758.85 21852.08 12918.52 27130.02
Less: Total Expenditure 23524.35 39957.40 27633.67 46639.59
Less : Exceptional item 1722.04 - 2716.27 -
Profit/ (loss) before Tax (15487.54) (18105.32) (17431.42) (19509.57)
Less: Deferred Tax and Taxes 60.89 (124.60) 217.13 212.15
Profit/ (loss) after Tax for the year (15548.43) (17980.72) (17648.55) (19721.73)
Less: Minority Interest - - (393.12) (238.51)
Profit/ (loss) after Tax for the year (15548.43) (17980.72) (17255.43) (19483.23)



The Company's gross (total) income for the financial year ended 31st March2018 stood at ` 9758.85 lakhs against ` 21852.08 Lakhs during the previous year and theCompany was able to decrease the loss before tax implication to ` 15487.54 Lakhs from `18105.32 Lakhs as recorded during previous year. The loss after tax implication stood at` 15548.43 Lakhs as against a loss of ` 17980.72 Lakhs in the previous year.


The Consolidated gross (total) income of the Company has reduced to ` 12918.52 Lakhsfrom ` 27130.02 Lakhs during the previous year. The loss before tax implication decreasedto ` 17431.42 Lakhs from ` 19509.57 Lakhs as recorded during previous year. The lossafter tax implication minority interest was stood at ` 17255.43 Lakhs as against a lossof ` 19483.23 Lakhs in the previous year.


In view of the Company's carried forward and current losses your Directors do notrecommend any dividend for the year under review. Hence no amount was transferred to thegeneral reserves.


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 members' approval for conversion of debt into equitythe Company on 9th August 2016 allotted 119024732 fully paid up equity shareof face value of Re. 1/_ each at a price of ` 7.66/_ per share to SDR Lenders onpreferential basis against the conversion of outstanding dues of ` 91.17 Crore out oftotal outstanding loan of ` 305.35 Crore payable to SDR Lenders on the reference date(i.e. 25th January 2016) enabling the SDR Lenders collectively to hold notless than 51% of the total paid up equity share capital of the Company. The said shareswere subject to lock in requirement till 25th August 2017.


The paid-up equity share capital of your company stood at ` 2333.82 lakhs consisting of233381827 equity shares of Re. 1/- each fully paid-up. During the year under reviewthe Company has not issued shares with differential voting rights nor has granted anystock options or sweat equity. As on 31st March 2018 none of the Directors ofthe Company hold instruments convertible into equity shares of the Company.


The Equity Shares of the Company continue to list on BSE Limited and National StockExchange of India Limited and the listing fees for the financial year 2018-19 have beenpaid.


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


As on 31st March 2018 the Company has 11 subsidiaries including 1 Step-downsubsidiary 2 foreign subsidiaries and has 2 Associate companies.

Indian Subsidiary Companies:

i) Acme Advertisements Pvt. Ltd.

ii) Brightland Developers Pvt. Ltd.

iii) Faridabad Festival City Pvt. Ltd

iv) Millennium Accessories Ltd.

v) Profab Fashions (India) Ltd.

vi) Provogue Infrastructure Pvt. Ltd.

vii) Pro_ippers India Private Limited

viii) Provogue Personal Care Private Limited

Step-down Subsidiary:

i) Standard Mall Private Limited

Foreign Subsidiaries:

i) Elite Team (HK) Ltd Hong Kong

ii) Provogue Holding Ltd Singapore (under Strike Off process)

Associate Companies:

i. ProSFL Private Limited (Joint venture)

ii. Sporting and Outdoor Ad Agency Pvt Ltd. (w.e.f 17th October 2017) Inaddition to above during the year Pronet Interactive Pvt. Ltd ceased to be a subsidiaryCompany with effect from 18th August 2017 due to its conversion into LimitedLiability Partnership.

The Board of Directors (‘the Board') regularly reviews the affairs of thesubsidiary/joint venture/associate companies. A statement containing the salient featuresof the financials statement of subsidiary/joint venture/ associate companies pursuant tothe provision of section 129 (3) of the Companies Act 2013 read with rule 8(1) of theCompanies Accounts Rules 2014 is provided in format AOC-1 to the consolidated financialstatement and therefore not repeated to avoid duplication.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited financial statements of each of its subsidiaries are made availableon our website in due course. These documents will also be available forinspection during business hours at the registered office of the Company The copies ofaccounts of subsidiaries companies can be sought by the member of the company by making awritten request address to the Company Secretary at the registered office of the company.


The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best governance practices.The report on Corporate Governance as stipulated under the Listing Regulations forms anintegral part of this Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.


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'.


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


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


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.


Director retire by rotation :

Pursuant to the provisions of section 152 of the Companies Act 2013 the office of Mr.Salil Chaturvedi (DIN: 00004768) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment. Accordinglythe proposal of his re-appointment has been included in the Notice convening the AnnualGeneral Meeting of the Company A brief resume of Mr. Salil Chaturvedi as per therequirements of Reg. 36(3) of the SEBI (LODR)

Regulations 2015 are given in the section of notice of AGM forming part of the AnnualReport.

Payment of remuneration to Executive Director for a further period of 2years of appointment

The Nomination & Remuneration Committee and the Board of Directors on 14thFebruary 2018 subject to the approval of members of the Company at ensuing annual generalmeeting approved the payment of remuneration to Mr. Deep Gupta Whole-time Director of theCompany for remaining period of his tenure of two years with effect from 1stApril 2018 to 31st March 2020. Detailed explanations on the matter are givenin explanatory statement of notice of this AGM forming part of this report.

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 meet the criteriaof 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 link: http://

Key Managerial Personnel:

There has been no change in Key Managerial Personnel during the financial year 2017-18.As on 31st March 2018 the following are the Key Managerial Personnel of theCompany.

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 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 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'.

Secretarial Standards

The Directors states that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meeting of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.


Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31 2018 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 2018 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 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.


The Board of Directors of the Company has the following committees as on 31stMarch 2018;

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:

At the 18th Annual General Meeting of the Company held on 30thSeptember 2014 M/s Ajay Shobha & Co Chartered Accountants (Firm Reg. No. 317031E)was appointed as the Statutory Auditors of the Company to hold office from the conclusionof the 18th Annual General Meeting until the conclusion of the 22ndAnnual General Meeting subject to the ratification by the Shareholders each year and onsuch remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Statutory Auditor.

As the first term of M/s Ajay Shobha & Co Chartered Accountants will expire at theconclusion of the ensuing 22nd Annual General Meeting of the Company; it isproposed to re-appoint M/s Ajay Shobha & Co Chartered Accountants as StatutoryAuditor for a second term of five years subject to the approval of the Shareholders ofthe Company. Pursuant to the recommendation of the Audit Committee of the Board the Boardof Directors has proposed the appointment of M/s Ajay Shobha & Co as the StatutoryAuditors of the Company for a period of five consecutive years (second term) and to holdoffice from the conclusion of the 22nd Annual General Meeting upto theconclusion of the 27th AGM of the Company to be held in the year 2023. TheShareholders are requested to consider their appointment on such remuneration as may bemutually decided by the Board and the Auditors.

In this regard the Company has received a certificate from the said Statutory Auditorto the effect that the appointment if made would be in accordance with the relevantprovisions of Section 141 of the Companies Act 2013. Further as required under Regulation33(1) (d) of the Listing Regulations the Statutory Auditors have confirmed that they havesubjected themselves to the peer review process of the Institute of Chartered Accountantsof India (ICAI) and that they hold a valid certificate issued by the Peer Review Board ofICAI.

Auditors' observations and management's response to auditors' observation:

The auditors of the Company have qualified their report to the extent and as mentionedin the Auditors Report. The auditors' qualifications on standalone and consolidatedfinancial and management response thereto are as under:

The Company has not provided interest for the quarter and year ended March 31 2018amounting to ` 740.50 lacs and ` 1481.00 lacs respectively and reversedinterest provided post SDR amounting to ` 5252.34 lacs payable to various lenderssince the credit facilities are classified as sub-standard as per RBI guidelines. Had theCompany provided interest for the quarter and year ended March 31 2018 finance costwould have been higher by ` 740.50 lacs and ` 1481.00 lacs respectively andhad the Company had not reversed post SDR interest net loss would have been higher by `740.50 lacs and 6733.34 lacs for the quarter and year ended March 31 2018.

Management response: The Company is in discussion with the bankers for a resolutionplan hence Company has not accrued interest for the period post SDR date and the samewill be accounted on finalization of resolution plan.

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 enclosed to this report as ‘Annexure 2'.The Secretarial Audit Report enclosed herewith is self explanatory.

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: 000362) as CostAuditor to audit the cost accounts of the Company for the financial year 2018-19. Asrequired under the Companies Act 2013 a resolution seeking member's approval forremuneration 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 willingness and independence to beappointed as cost auditors of the Company.

The Company has filed the cost audit report upto the financial year ended 31stMarch 2017 with MCA during the financial year


The Company has been employing women employees in various cadres within its corporateoffice and its stores. The Company has in place a policy against Sexual Harassment in linewith 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 reviewCompany did not receive any complaint regarding sexual harassment.


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 2018 is givenbelow and forms part of the Directors' Report

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy: Currently the operations of theCompany do not involve high energy consumption. However the Company has for many yearsnow been laying great emphasis on the Conservation of Energy and has taken severalmeasures including regular monitoring of consumption implementation of viable energysaving 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 thetechnological up-gradation taking place in other countries in the field of garmentmanufacturing and the same are being reviewed for implementation.

The benefits derived like product improvement cost reduction product development orimport 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:

(Rs. In Lakhs)
Particulars 2017-18 2016-17
Foreign Exchange Earnings 4933.15 4900.22
Foreign Exchange outgo 4.41 36.48


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 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 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:

The table containing names and other particulars of Directors in accordance with theprovisions of Section 197(12) of the Companies Act 2013 read with rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed asAnnexure 5 to the Board Report. The statement containing particulars of employeesas required under Section 197(12) of the Act read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in aseparate annexure as appended as ‘Annexure 6' forming 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 during 31st March 2018.

Corporate Social Responsibility

There has been no change in constitution of the Corporate Social ResponsibilityCommittee as on 31st March 2018. Mr. Deep Gupta Whole-time Director & CFOheads the Committee as Chairman and Mr. Nikhil Chaturvedi Managing Director and Mr. HetalHakani Independent Director are the members of the Committee.

The CSR Committee in its meeting held on 14th February 2018 reviewed thedraft financials of the Company for the period ended 31st December 2017considering the continuous loss suffered by the Company over a period decided not toincur any expenditure on CSR activity during financial year 2017-18.


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.


Unclaimed Dividends

Pursuant to the provisions of Section 125 of the Companies Act 2013 and the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 the amount of unpaid dividends that are lying unclaimed for a period of 7consecutive years from the date of its transfer to the unpaid dividend account is liableto be transferred to the Investors' Education & Protection Fund (IEPF). Accordinglythe unclaimed dividend amounting to ` 75856/- in respect of the financial year 2009-10was transferred to the IEPF on 10th November 2017. The Company has uploaded thedetails of unpaid and unclaimed amounts lying with the Company as on 28thSeptember 2017 (date of last Annual General Meeting) on the Company's website and on the website of the Ministry of Corporate Affairs. Further pleasenote that the unclaimed dividend in respect of the financial year 2010-11 must be claimedby the concerned shareholders on or before 24th October 2018 failing which itwill be transferred to the IEPF in accordance with the said Rules.

Transfer of underlying Equity Shares in respect of the Unclaimed Dividends to the IEPFAuthority Account

In terms of the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 as amended from time to time the Company transferred thecorresponding shares to IEPF where the dividends which have been unclaimed by theconcerned shareholders for the last seven consecutive years viz. since FY 2009-10.Further dividend which remains unclaimed for the last 7 years since 2010-11 must beclaimed by the concerned shareholders on or before 24th October 2018 for whichCompany has sent reminder letter to them. If the shareholders fail to claim the dividendthe company will be transferring the unclaimed dividend and the corresponding shares toIEPF within a period of 30 days from the due date. Details of unpaid and unclaimeddividends lying with the Company as on 28th September 2017 (date of theprevious Annual General Meeting) are provided on the website at The shareholders are requested to verify theirrecords and claim their unclaimed dividends for the past years if not claimed.


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 con_dence reposed inthe Company and to The Stock Exchanges Government Authorities Banks SolicitorsConsultants and other business partners.

For and on behalf of Board of Director

Sd/- Sd/-
Nikhil Deep
Date: 11th May 2018 Chaturvedi Gupta
Place: Mumbai Managing Whole time
Director Director
DIN: 00004983 DIN: 00004788