Prozone Intu Properties Limited
Your Directors are delighted to present 13th Annual Report on the business andoperations of your Company for the year ended March 312020.
FINANCIAL RESULTS & OPERATIONS
|Particulars || |
| ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Income from Operations ||951.44 ||829.64 ||8503.88 ||11822.35 |
|Add: Other Income ||956.73 ||769.43 ||2014.17 ||1559.70 |
|Total Income ||1908.17 ||1599.07 ||10518.05 ||13382.04 |
|Less: Total Expenditure ||1321.54 ||1262.73 ||11152.80 ||12598.35 |
|Profit/ (loss) before Tax ||586.53 ||336.34 ||(634.75) ||783.69 |
|Less: Tax expenses/ (Credit) ||69.96 ||94.16 ||(187.01) ||148.79 |
|Share of profit of joint venture ||- ||- ||31.23 ||17.44 |
|Profit/ (loss) after Tax ||516.57 ||242.18 ||(416.51) ||652.35 |
STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE
The Company's gross (total) income for the financial year ended 31st March 2020 hasincreased to ' 1908.17 lakhs as against ' 1599.07 lakhs during the previous year profitbefore tax increased to ' 586.53 lakhs against profit of ' 336.34 lakhs during previousyear and the profit after tax was increased to ' 516.57 lakhs as compared to ' 242.18lakhs in the previous year.
The Company's gross (total) income for the financial year ended 31st March 2020decreased to ' 10518.05 lakhs from ' 13382.05 lakhs during the previous year loss beforetax of the reporting year stood at Rs. 634.75 lakhs against profit of ' 783.69 lakhs inprevious year. The loss after tax of the reporting year stood at ' 416.51 lakhs againstprofit of ' 652.35 lakhs reported in previous year.
Considering the current financial position your Directors decided not to proposedividend for the year ended March 31 2020 thus there is no appropriation of any amountto 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 2020-21 had beenpaid.
The paid-up equity share capital of your company stood at ' 3052.06 lakhs consistingof 152602883 equity shares of ' 2/- 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 2020 none of the Directors of the Companyhold instruments convertible into equity shares of the Company.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has 9 subsidiaries as on 31st March 2020 including 3 step-down subsidiariesand 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
5. Prozone Intu Developers Private Limited
6. Prozone Liberty International Limited Singapore (Foreign subsidiary)
7. Empire Mall Private Limited
8. Hagwood Commercial Developers Private Limited
9. Omni Infrastructure Private Limited
Associate Companies / Joint Venture
1. Moontown Trading Company Private Limited
2. Emerald Buildhome Private Limited
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 financial statements of each of its subsidiaries will be made available onour website www.prozoneintu.com in due course of time. These documents will also beavailable for inspection during business hours at the registered office of the Company Thecopies of accounts of subsidiaries companies can be sought by the member of the company bymaking a written request address to the Company Secretary at the registered office of thecompany.
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.
Business Responsibility Report (BRR):
The Company was not falling under the applicable criteria for Business ResponsibilityReport.
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 'Management Discussionand 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 the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
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 any 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
Resignation subsequent re-appointment and retirement 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 he offered himself for re-appointment. Accordinglythe proposal of his reappointment has been included in the Notice convening the AnnualGeneral Meeting of the Company.
The first term of office of Ms. Deepa Misra Harris (DIN: 00064912) an IndependentDirector is going to expire on 8th February 2021. The Board recommends her re-appointmentfor a second term of five consecutive year i.e. upto 8th February 2026 for the approval ofmembers of the by passing a special resolution.
A brief resume along with other details about Mr. Salil Chaturvedi and Ms. Deepa MisraHarris as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations 2015 aregiven in the 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 educational fields and with varied experience to serve onthe Board for guiding the Management team to enhanced organizational performance.
Declaration by Independent Directors
The Company has received necessary declarations from all Independent Directors pursuantto the requirement of section 149(7) of the Companies Act 2013 that they fulfill thecriteria of independence laid down in section 149(6) read with Schedule IV to CompaniesAct 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations 2015.
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/files/upload/Familiarisaion- Programme-for-IDs.pdf
Key Managerial Personnel
There has been no change in Key Managerial Personnel during the financial year 2019-20.As on 31st March 2020 the following were the Key Managerial Personnel of the Company;
|Name ||Designation |
|Mr. Salil Chaturvedi ||Dy. Managing Director |
|Mr. Anurag Garg ||Chief Financial Officer |
|Mr. Ajayendra P. Jain ||Company Secretary and Chief Compliance Officer |
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 Broad based on evaluation criteria recommended by the 'Nomination and RemunerationCommittee' and 'Code for Independent Directors' and pursuant to applicable regulations ofChapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations 2015evaluated 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.
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 as'Annexure 1'.
The Directors states that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meeting of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31 2020 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 2020 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.
The members of the Company in their Annual General Meeting held on September 28 2017appointed M/s B S R & Co LLP Chartered Accountants as Statutory Auditor of theCompany for the period of five financial years from 2017-2018 to 2021-2022.
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 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 Annexure 2'.The Secretarial Audit Report is self explanatory and thus does not require any furthercomments.
Pursuant to Section 138 of Companies Act 2013 and as recommended by Audit Committeethe Board of Directors has appointed M/s CAS & Co (Firm Registration No. 111075W)Chartered Accountants Mumbai to undertake the Internal Audit of the Company includingperforming internal audit of the activities of the Company's subsidiary.
DEMATERIALIZATION OF SHARES:
Break up of shares in physical and demat form as on 31st March 2020
|Particulars ||No. of Shares ||% of Shares |
|Physical segment ||64142 ||0.04% |
|Demat segment ||152538741 ||99.96% |
|Total ||152602883 ||100.00% |
|Particulars ||No. of Shares ||% of Shares |
|NSDL ||81426025 ||53.36% |
|CDSL ||71112716 ||46.60% |
|Physical ||64142 ||0.04% |
|Total ||152602883 ||100.00% |
The Securities and Exchange board of India (SEBI) at its Board Meeting held on 28thMarch 2018 revised the provisions relating to transfer of listed securities and decidedthat request for effecting transfer of listed securities shall not be processed unless thesecurities are held in the dematerialized form with a depository participant. The saidmeasure of SEBI is aimed at curbing fraud and manipulation risk in physical transfer ofsecurities by unscrupulous entities. Transfer of securities only in demat form willimprove ease convenience and safety of transactions for investors. The effective date ofsuch amendment is yet to be confirmed Shareholders who continue to hold shares in physicalform are advised to dematerialise their shares at the earliest. For any clarificationsassistance or information relating to dematerialization of shares the Company's RTA maybe contacted
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 2020 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 : Nil
ii) The benefits derived like product improvement cost reduction product developmentor import substitution : Nil
iii) in case of imported technology (imported during the last three years reckoned fromthe beginning of the Financial Year): Not Applicable
(a) Details of Technology Imported;
(b) Year of Import;
(c) Whether the Technology has been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof.
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 appended 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 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:
In March 2020 World Health Organization has declared COVID 19 a pandemic. Consequentto this Government of India declared lockdown on March 23 2020 This has resulted indisruption to regular business operations due to disruptions in transportationquarantines social distancing and other emergency measures imposed by the government. TheCompany believes that the COVID 19 pandemic will only have a short to medium term impacton its operations and post easing of the lockdown the business is expected to be normalgradually in 9-12 months.
The Company has taken various measures to reduce its fixed cost for example salaryreductions optimization of administrative costs etc. The Company management hasconsidered the possible effects that may result from the COVID-19 pandemic on the carryingvalue of assets (including property plant and equipment investment property capitalwork in progress intangible assets goodwill investments loans receivables etc). Indeveloping the assumptions relating to the possible future uncertainties in the economicconditions because of this pandemic the Company as at the date of approval of thesefinancial results has used internal and external sources of information to assess theexpected future performance of Company and expects that the carrying amount of theseassets as reflected in the balance sheet as at March 312020 are fully recoverable.
The management has also estimated the future cash flows with the possible effects thatmay result from the COVID-19 and does not foresee any adverse impact on realizing itsassets and in meeting its liabilities as and when they fall due. The actual impact of theCOVID-19 pandemic may be different from that estimated as at the date of approval of thesefinancials.
The Company will continue to closely monitor any material changes to future economicconditions.
Corporate Social Responsibility:
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.
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 13th Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through remote E-Voting Services to be provided by Link IntimeIndia Private Limited.
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 2020 are as under:
|Sr. No Description ||No. of Shareholders ||No. of Shares |
|1 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; ||17 ||3400 |
|2 Number of shareholders who approached listed entity for transfer of shares from suspense account during the year; ||0 ||0 |
|3 Number of shareholders to whom shares were transferred from suspense account during the year ||0 ||0 |
|4 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 L on above numberedunclaimed shares will be credited to the same account and the voting rights on theseshares shall remain frozen 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: 31st August 2020 ||Nikhil Chaturvedi ||Salil Chaturvedi |
|Place: Mumbai ||Managing Director ||Dy. Managing Director |
| ||DIN:00004983 ||DIN:00004768 |