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Provogue (India) Ltd.

BSE: 532647 Sector: Industrials
NSE: PROVOGE ISIN Code: INE968G01033
BSE 00:00 | 14 Nov Provogue (India) Ltd
NSE 05:30 | 01 Jan Provogue (India) Ltd
OPEN 0.72
PREVIOUS CLOSE 0.72
VOLUME 42
52-Week high 0.95
52-Week low 0.43
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.75
Buy Qty 15155.00
Sell Price 0.72
Sell Qty 600.00
OPEN 0.72
CLOSE 0.72
VOLUME 42
52-Week high 0.95
52-Week low 0.43
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.75
Buy Qty 15155.00
Sell Price 0.72
Sell Qty 600.00

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

Company director report

To

The Members Provogue (India) Ltd

Your Directors have pleasure in presenting the 23rd Annual Report onthe business and operations of your Company for the year ended 31st March 2019.

The members are hereby informed that the Company is undergoingCorporate Insolvency Resolution Process ("CIRP") under section 7 of theInsolvency & Bankruptcy Code 2016 (‘Code'). Andhra Bank the FinancialCreditor of Provogue (India) Limited had filed an application with Hon'ble NationalCompany Law Tribunal Mumbai Bench ("NCLT") for Initiation of CorporateInsolvency Resolution Process. The application was admitted by the Hon'ble NCLT on25th July 2018 and pursuant to the said order Mr. Jitendra Kumar Yadav was appointed asthe Interim Resolution Professional ("IRP") in the said matter. The members ofCOC in the first meeting held on 24th August 2018 approved the appointment of Mr. AmitGupta (IBBI Registration No.: IBBI/IPA-001/IP-P00016/2016-17/10040) as the ResolutionProfessional

("RP") replacing Mr. Jitendra Kumar Yadav IRP. Further videorder dated 26th September 2018 the Hon'ble NCLT Mumbai Bench approved theappointment of Mr. Amit Gupta (IBBI Registration No.:IBBI/IPA-001/IP-P00016/2016-17/10040) as the Resolution Professional of Provogue (India)Limited which was uploaded on IBBI website on 4th October 2018. The ResolutionProfessional took charge of the operations of the Company from 4th October 2018 itself.However the certified true copy of the Hon'ble NCLT order dated 26th September 2018was received on 11th October 2018. As per terms of Section 23 of Code the management andoperations of the Company are being managed by Resolution Professional on a Going ConcernBasis. This Report was discussed in a meeting held with the Key Management persons andthereafter taken on record by the Resolution Professional. Accordingly Report for theyear ended 31st March 2019 is as under.

FINANCIAL RESULTS & OPERATIONS
(Rs. in Lacs)
Particulars Standalone Consolidated
31.03.2019 31.03.2018 31.03.2019 31.03.2018
Income from Operations 7260.98 9177.80 8975.33 12685.03
Add: Other Income 21.24 581.05 120.43 233.49
Total Income 7282.22 9758.85 9095.76 12918.52
Less: Total Expenditure 11602.48 25341.37 13815.80 29450.68
Less : Exceptional item 1138.79 6974.38 3388.79 7968.61
Profit/ (loss) before Tax (5459.05) (22556.89) (8108.63) (24500.77)
Less: Deferred Tax and Taxes 854.50 60.89 1400.96 217.13
Profit/ (loss) after Tax for the year (6313.54) (22617.77) (9509.59) (24717.90)
Less: Minority Interest - - - -
Profit/ (loss) after Tax for the year (6313.54) (22617.77) (9509.59) (24717.90)

STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE

Standalone:

The Company's gross (total) income for the financial year ended31st March 2019 stood at Rs. 7282.22 Lacs against Rs. 9758.85 Lacs during the previousyear and the Company was able to decrease the loss before tax implication to Rs.5459.05Lacs from Rs. 22556.89 Lacs as recorded during previous year. The loss after taximplication stood at Rs. 6313.54 Lacs as against a loss of Rs. 22617.77 Lacs in theprevious year.

Consolidated:

The Consolidated gross (total) income of the Company has reduced to Rs.9095.76 Lacs from Rs. 12918.52 Lacs during the previous year. The loss before taximplication decreased to Rs. 8108.63 Lacs from Rs. 24500.77 Lacs as recorded duringprevious year. The loss after tax implication was stood at Rs. 9509.59 Lacs as against aloss of Rs. 24717.90 Lacs in the previous year.

DIVIDEND & TRANSFER TO RESERVES

In view of the Company's carried forward and current losses yourcompany does not recommend any dividend for the year under review. Hence no amount wastransferred to the general reserves.

SHARE CAPITAL

The paid-up equity share capital of your company stood at Rs. 2333.82Lacs consisting of 233381827 equity shares of Rs. 1/- each fully paid-up. During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity. As on 31st March 2019 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

LISTING

The Equity Shares of the Company continue to list on BSE Limited andNational Stock Exchange of India Limited and the listing fees for the financial year2019-20 have been paid.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during theyear under review.

SUBSIDIARY JOINT VENTURE COMPANIES AND ASSOCIATES COMPANIES:

As on 31st March 2019 the Company has 10 subsidiaries including 1Step-down subsidiary 1 foreign subsidiary 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) Proflippers 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

Associate Companies:

i. ProSFL Private Limited (Joint venture)

ii. Sporting and Outdoor Ad Agency Pvt Ltd. (w.e.f

17th October 2017)

The Resolution Professional ("RP") regularly reviews theaffairs of the subsidiary/joint venture/associate companies. A statement containing thesalient features of the financials statement of subsidiary/joint venture/ associatecompanies pursuant to the provision of section 129 (3) of the Companies Act 2013 read withrule 8(1) of the Companies Accounts Rules 2014 is provided in format AOC-1 to theconsolidated financial statement and therefore not repeated to avoid duplication.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited financial statements of each of its subsidiariesare made available on our website www.provogue.com in due course. These documents willalso be available for inspection during business hours at the registered office of theCompany.

The copies of accounts of subsidiaries companies can be sought by themember of the company by making a written request address to the Company Secretary at theregistered office of the company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India (SEBI). The Company has also implemented several bestgovernance practices. The report on Corporate Governance as stipulated under the ListingRegulations forms an integral part of this Report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations performance and future outlook of theCompany and its business as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of AnnualReport under the head ‘Management Discussion and Analysis'.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company's internal financial control systems are commensuratewith the nature of its business and the size and complexity of its operations. The Boardhad adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of itsassets the prevention and detention of fraud error reporting mechanisms the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosures. During the year under report the Company has in all materialrespects an adequate internal financial control system over financial reporting and thesame are operating effectively.

SIGNIFICANT AND MATERIAL ORDERS

1. Pursuant to an application made by Andhra Bank under Section 7 ofthe Code the Hon'ble NCLT vide its order dated 25th July 2018 initiated CorporateInsolvency Resolution Process of the Company in accordance with the provisions of theCode. Pursuant to the said order Mr. Jitendra Kumar Yadav was appointed as the InterimResolution Professional ("IRP") in the said matter.

The members of COC in the first meeting held on 24th August 2018approved the appointment of Mr. Amit Gupta (IBBI Registration No.: IBBI/IPA-001/IP-P00016/2016-17/10040) as the Resolution Professional ("RP") replacingMr. Jitendra Kumar Yadav IRP. Further vide order dated 26th September 2018 theHon'ble NCLT Mumbai Bench approved the appointment of Mr. Amit Gupta (IBBIRegistration No.: IBBI/IPA-001/ IP-P00016/2016-17/10040) as the Resolution Professional ofProvogue (India) Limited which was uploaded on IBBI website on 4th October 2018. TheResolution Professional took charge of the operations of the Company from 4th October2018 itself. However the certified true copy of the Hon'ble NCLT order dated 26thSeptember 2018 was received on 11th October 2018.

In terms of Section 23 of the Code read with Section 25 of the Codethe powers of the Board of Directors stand suspended and the management of the affairs ofthe Company vests in the Resolution Professional of the Company i.e. Mr. Amit Gupta.

2. Further vide order dated 22nd January 2019 and 10th June 2019 theHon'ble NCLT Mumbai Bench granted an extension of CIRP period by a further period of90 days and an exclusion of 47 days respectively. Therefore the last date for completionof CIRP period was 10th June 2019.

3. Further during the CIRP period the Resolution Professional receivedtwo Resolution Plans of which one of the Resolution Plan put forth for voting was notvoted in favour by the Committee of Creditors. Hence the RP filed an application beforethe Hon'ble NCLT Mumbai Bench for the Liquidation of the Company. The saidApplication is pending adjudication before the Hon'ble NCLT Mumbai Bench. Theoutcome of the same will have a bearing on the Company's future operations.

PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposit within the meaning ofChapter V of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 and thus no amount of principal or interest was outstanding as onthe Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The CIRP was initiated against the Company on 25th July 2018 andpursuant to Section 17 of the Code the powers of the Board of Directors of the Companystood suspended and such powers are vested with the Resolution Professional Mr. AmitGupta.

• Resignation subsequent re-appointment and retirement byrotation during the CIRP period:

During the year Mr. Dinesh Arya and Ms. Gauri Pote Non ExecutiveIndependent Directors of the Company have resigned from the Board with effect from 30thMarch 2019. The Board places on record its sincere appreciation for the valuable servicerendered by them during their entire tenure.

Pursuant to the provisions of section 152 of the Companies Act 2013the office of Mr. Akhil Chaturvedi (DIN: 00004779) is liable to retire by rotation at theensuing Annual General Meeting and being eligible has offered himself forre-appointment. Accordingly the proposal of his re-appointment has been included in theNotice convening the Annual General Meeting of the Company.

The first term of office of Mr. Hetal Hakani (DIN : 06878540) anIndependent Director has expired on 25th May 2019. The Board recommends his reappointmentfor a second term of five consecutive year i.e. upto 25th May 2024 for the approval ofmembers in the forthcoming annual general meeting of the Company.

A brief resume along with other details about Mr. Akhil Chaturvedi andMr. Hetal Hakani as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations2015 are given in the section of notice of AGM forming part of the Annual Report.

• Declaration by Independent Directors:

The Company has received necessary declarations from all independentdirectors of the Company as per section 149(7) of the Companies Act 2013 confirming thatthey meet the criteria of independence as laid down in section 149(6) of the Companies Act2013 and Reg. 16(1)(b) of the SEBI (LODR) Regulations 2015.

• Key Managerial Personnel:

There has been no change in Key Managerial Personnel during thefinancial year 2018-19. As on 31st March 2019 the following are the Key ManagerialPersonnel of the Company

Name Designation
Mr. Nikhil Chaturvedi Managing Director
Mr. Deep Gupta Whole-time Director &
Chief Financial Officer
Mr. Vishant Shetty1 Company Secretary and
Compliance Officer

1 Mr. Vishant Shetty Company Secretary and Compliance Officer of theCompany has resigned w.e.f. 17th April 2019 and Mr. Vishal Menon has been appointed asCompany Secretary and Compliance Officer of the Company at his place w.e.f. 18th April2019.

• Board evaluation:

In terms of SEBI (Listing Obligations and Disclosure Requirements)(Third Amendment) Regulations 2018 a company undergoing Corporate Insolvency process("CIRP") is not required to comply with the requirement of conducting evaluationof the independent directors. Therefore subsequent to commencement of the CIRP processthe evaluation of the independent directors of the Company was not required to be carriedout under the provisions of the Regulation 17(10) of SEBI LODR Regulations. Further inaccordance with Rule 8(4) of Companies (Accounts) Rules 2014 the board of directors of acompany are required to evaluate its own performance and that of its committees andindividual directors. However pursuant to Section 17 of the Code on the commencement ofthe CIRP process of the Company the powers of the board of directors stand suspended andare exercised by the Interim Resolution Professional/ Resolution Professional as the casemay be in accordance with the provisions of the Code.

• Remuneration Policy:

The Company believes that a diverse and inclusive culture is integralto its success. A diverse Board among others will enhance the quality of decisions byutilizing different skills qualifications professional experience and knowledge of theBoard members necessary for achieving sustainable and balanced development. Accordinglythe Company has designed the Remuneration Policy 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 and is attached to this reportas ‘Annexure 1'.

Secretarial Standards

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to‘Meeting of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 based oninternal financial controls work performed by the internal statutory cost andsecretarial auditors and external agencies the reviews performed by the management andwith the concurrence of the Audit Committee prior to commencement of CIRP and subsequentlyof the RP that for the year ended 31st March 2019 the confirmation is hereby given forthe Company having:

a. followed in the preparation of the annual accounts for the yearended 31st March 2019 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed along with proper explanation relatingto material departures if any;

b. selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2019 and of the loss of theCompany for the year ended on that date;

c. 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. prepared the annual accounts on a ‘going concern' basis;

e. laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and

f. devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively

DETAILS OF FRAUDS REPORTED BY AUDITORS OTHER THAN REPORTABLE TO THECENTRAL GOVERNMENT:

No fraud/ misconduct was detected at the time of statutory audit by theauditors of the Company for the financial year ended 31st March 2019.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company has the following committees ason 31st March 2019;

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. CSR Committee.

The details of the Committees along with its composition number ofmeeting and attendance at the meeting are provided in the Corporate Governance Report. TheBoard has accepted all the recommendations of the Audit Committee during the period underreview.

AUDITORS: Statutory Auditors:

The members of the Company in their Annual General Meeting held on 29thSeptember 2018 appointed M/s Ajay Shobha & Co Chartered Accountants (Firm Reg. No.317031E) as Statutory Auditor of the Company for the period of five financial years from2017-2018 to 2022-2023 to hold the office from 22nd Annual General

Meeting till the conclusion of 27th Annual General Meeting of theCompany.

However the Ministry of Corporate Affairs vide its notification S.O.1833(E) dated 7th May 2018 notified the amendment in section 139 of the Companies Act2013 pursuant to which the appointment of Statutory Auditors is not required to berati_ed by the members every year during the tenure of Statutory Auditors once approved bythe members in their Annual General Meeting. The observations and comments given by theAuditors in their report read together with notes to Accounts are self explanatory andhence do not require any further comments under section 134 (3) (f) of the Companies Act2013.

Auditors' Observation and management's response toauditors' observation:

The auditors of the Company have qualified their report to the extentand as mentioned in the Auditors Report. The auditor's qualification on standaloneand consolidated financial and management response thereto are as under:

a. Standalone financials: The Company has a financial involvementaggregating Rs. 11256.31 Lacs via investments I loans in various subsidiaries Istep-down subsidiaries I Joint Venture. These Subsidiaries have made heavy losses and haveuncertainity regards to realisation of assets of subsidiaries and the net worth of fewsubsidiaries have substantially eroded.

b. Consolidated financials: The Company has a financialinvolvement aggregating Rs. 4814.50 Lacs via investments I loans in varioussubsidiaries I step-down subsidiaries I Joint Venture. These Subsidiaries have made heavylosses and have uncertainity regards to realisation of assets of subsidiaries and the networth of few subsidiaries have substantially eroded.

Management response: The Company is in Corporate InsolvencyResolution Process to revamp its business in the Group accordingly no provision is madeagainst the aforesaid amounts at this stage.

Secretarial Auditor:

Pursuant to Section 204 of Companies Act 2013 the Board of Directorshad appointed M/s. HS Associates Company Secretaries to undertake the Secretarial Auditof the Company for the financial year ended 31st March 2019. The SecretarialAuditor's Report is attached to this report as ‘Annexure 2'. TheSecretarial 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 theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyhas been carrying out audit of cost records maintained by the Company.

The Board of Directors has appointed M/s Ketki D. Visariya & Co.Cost Accountants (Firm Registration Number: 000362) as Cost Auditor to audit the costaccounts of the Company for the financial year 2019-20. As required under the CompaniesAct 2013 a resolution seeking member's approval for remuneration payable to theCost Auditor forms part of the Notice convening the Annual General Meeting for theirrati_cation. Your Company has received certificates from M/s Ketki 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 yearended 31st March 2018 with MCA during the financial year

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has been employing women employees in various cadres withinits corporate office 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 complaintregarding sexual harassment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information under Section 134 (3) (m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014 for the year ended 31stMarch 2019 is given below 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 the Company do not involve high energy consumption. However the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption implementation of viable energy saving proposals improved maintenance of systems etc.
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 placein other countries in the field of garment manufacturing and the same are being reviewedfor implementation. The benefits derived like product improvement cost reduction productdevelopment or import substitution: Product improvement

ii) In case of imported technology (imported during the last threeyears reckoned from the 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 reasonstherefore and future plan of action

iii) The expenditure incurred on Research and Development during theyear included in the manufacturing cost.- Not applicable

C. Foreign Exchange Earnings and Outgo:
( Rs. in Lacs)
Particulars 2018-19 2017-18
Foreign Exchange Earnings 3487.67 4933.15
Foreign Exchange outgo - 4.41

DISCLOSURES UNDER COMPANIES ACT 2013:

• Extract of Annual Return:

In accordance with section 134(3) of the Companies Act 2013 an extractof the annual return 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 ofwhich are given in the Corporate Governance Report that forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

• • Committees of the Board:

The Board has established committees as per the requirement ofCompanies Act 2013 and SEBI (LODR) Regulations 2015 including Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee and CSRCommittee.

A detailed note on the Board and its committees is provided under theCorporate Governance Report section in this Annual Report. The composition of theCommittees as per the applicable provisions of the Act Rules and SEBI (LODR) Regulations2015 are as under:

Committee Name Composition of the Committee
Audit Committee 1. Mr. Dinesh Arya Chairman
(Till 30th March 2019)
2. Mr. Hetal Hakani Member
3. Mr. Akhil Chaturvedi Member
Nomination & Remuneration Committee 1. Mr. Hetal Hakani Chairman
2. Mr. Dinesh Arya Member
(Till 30th March 2019)
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 CompaniesAct 2013 the Company has devised Vigil Mechanism and has formal whistle blower policyunder which the Company takes cognizance of complaints made by the employees and othersand also provides for direct access to the Chairman of Audit Committee in deserving cases.

Your Company hereby confirms that no directors/ employees were deniedaccess to the Chairman of Audit Committee and that no complaints were received during theyear under period.

The Whistle Blower Policy of the Company has been posted on the websiteof the Company and is available at http://corporate.provogue.com/ investors.

• Particulars of loans guarantees and investments:

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014amended from time to time are form part of the notes to the financial statements providedin this Annual Report.

• Particulars of material contracts or arrangements made withrelated parties:

The particulars of material contracts or arrangements made with relatedparties referred to in section 188(1) of the Companies Act 2013 in the prescribed formAOC-2 is appended as ‘Annexure 4' to the Boards' Report.

• Particulars of employees:

The table containing names and other particulars of Directors inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withrule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is enclosed as 'Annexure 5' to the Board Report. The statement containingparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure as appended as ‘Annexure 6' forming partof this report.

• Transfer to Reserves:

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

• Material changes and commitments:

There were no material changes and commitments which adversely affectedthe financial position of the Company after the end of Financial Year to the date ofreport except the Hon'ble NCLT Mumbai Bench order(s) related to CIRP Process issuedfrom time to time.

• Corporate Social Responsibility:

There has been no change in constitution of the Corporate SocialResponsibility Committee as on 31st March 2019. Mr. Deep Gupta Whole-time Director &CFO heads the Committee as Chairman and Mr. Nikhil Chaturvedi Managing Director and Mr.Hetal Hakani Independent Director are the members of the Committee.

REMOTE E-VOTING FACILITY TO MEMBERS:

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

ELECTRONIC FILING:

The Company periodically uploads the Annual Reports Financial ResultsShareholding Pattern Corporate Governance Reports and others reports and intimationsfiled with Stock Exchanges etc. and other information on its website viz.www.provogue.com.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS OF DIVIDEND AND EQUITY SHARES TOINVESTOR EDUCATION AND PROTECTION FUND

Unclaimed Dividends

Pursuant to the provisions of Section 125 of the Companies Act 2013and the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended from time to time the amount of unpaid dividends that arelying unclaimed for a period of 7 consecutive years from the date of its transfer to theunpaid dividend account is liable to be transferred to the Investors' Education& Protection Fund (IEPF). Accordingly the unclaimed dividend amounting to Rs.144155/- in respect of the financial year 2010-11 was transferred to the IEPF on 21stNovember 2018. The Company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on 29th September 2018 (date of last Annual General Meeting) on theCompany's website viz www.provogue.com and on the website of the Ministry ofCorporate Affairs. Further please note that the unclaimed dividend in respect of thefinancial year 2011-12 must be claimed by the concerned shareholders on or before 29thOctober 2019 failing which it will be transferred to the IEPF in accordance with thesaid Rules.

Transfer of underlying Equity Shares in respect of the UnclaimedDividends to the IEPF Authority Account:

In terms of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 as amended from time to time theCompany transferred the corresponding shares to IEPF where the dividends which have beenunclaimed by the concerned shareholders for the last seven consecutive years viz. sinceFY 2010-11. Further dividend which remains unclaimed for the last 7 years since 2011-12must be claimed by the concerned shareholders on or before 29th October 2019 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 29th September 2018 (date of the previous AnnualGeneral Meeting) are provided on the website at http://corporate.provogue.com/investors/The shareholders are requested to verify their records and claim their unclaimed dividendsfor the past years if not claimed.

APPRECIATION:

Your Directors take this opportunity to express their gratitude andsincere appreciation for the dedicated efforts of all the employees of the Company. YourDirectors are also thankful to the esteemed share holders for their support and confidencereposed in the

Company and to The Stock Exchanges Government Authorities BanksSolicitors Consultants and other business partners.

For and on behalf of Board of Directors
Sd/- Sd/- Sd/-
Amit Gupta Nikhil Chaturvedi Deep Gupta
Resolution Professional Managing Director Whole-time Director
IBBI Registration No.: DIN : 00004983 DIN : 00004788
IBBI/IPA-001/IP-P00016/2016-17/10040

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