Prozone Intu Properties Limited
Your Directors are delighted to present 12th Annual Report on the businessand operations of your Company for the year ended March 312019.
FINANCIAL RESULTS & OPERATIONS
Rs in Lakhs
|Particulars || |
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|Income from Operations ||829.64 ||678.24 ||11822.35 ||9614.64 |
|Add: Other Income ||769.43 ||845.99 ||1559.70 ||1156.81 |
|Total Income ||1599.07 ||1524.23 ||13382.04 ||10771.45 |
|Less: Total Expenditure ||1262.73 ||1065.54 ||12598.35 ||11255.78 |
|Profit/ (loss) before Tax ||336.34 ||458.69 ||783.69 ||(484.36) |
|Less: Tax expenses/ (Credit) ||94.16 ||231.89 ||148.79 ||232.69 |
|Share of Profit of Joint Venture ||- ||- ||17.44 ||16.50 |
|Profit/ (loss) after Tax ||242.18 ||226.80 ||652.35 ||(700.55) |
STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE
The Company's gross (total) income for the financial year ended 31st March2019 has increased to 'Rs 829.64 lakhs as against Rs 678.24 lakhs during the previousyear profit before tax decreased to Rs 336.34 lakhs against profit of Rs 458.69 lakhsduring previous year and the profit after tax was increased to Rs 242.18 lakhs as comparedto Rs 226.80 lakhs in the previous year.
The Company's gross (total) income for the financial year ended 31st March2019 surged to 'Rs 13382.05 lakhs from 'Rs 10771.45 lakhs during the previous year profitbefore tax increased to Rs 783.69 lakhs from loss of Rs 484.36 lakhs as recorded duringprevious year. The profit after tax of the reporting year stood at Rs 652.35 lakhs againstloss of Rs 700.55 lakhs reported in previous year.
Considering the current financial position your Directors decided not to proposedividend for the year ended March 31 2019 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 2019-20 had beenpaid.
The paid-up equity share capital of your company stood at Rs 3052.06 lakhs Croresconsisting of 152602883 equity shares of Rs 2/- each fully paid-up. During the yearunder review the Company has not issued shares with differential voting rights nor hasgranted 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.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has 9 subsidiaries as on 31st March 2019 including 3 step-downsubsidiaries 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
5. Prozone Intu Developers Private Limited w.e.f. 12th March 2019
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
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.
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.
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 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 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 PERSONNEL
* Resignation subsequent re-appointment and retirement by rotation
During the year the shareholders of the Company in their meeting held on 26thSeptember 2018 approved the reappointment of Mr. Punit Goenka as Independent Director forsecond term of 5 years effecting from April 01.2019.
Pursuant to the provisions of section 152 of the Companies Act 2013 the office of Mr.Dushyant Singh Sangar (DIN: 07347397) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.Accordingly the proposal of his re-appointment has been included in the Notice conveningthe Annual General Meeting of the Company.
The Board of Directors of the Company on 23rd May 2019 appointed Mr. UmeshKumar on the Board of the Company as an Independent Director of the Company.
Mr. David Fischel Non Executive Director upon getting superannuation from IntuProperties Plc UK resigned from the Board of the Company w.e.f. 3rd June2019. The Management and the Board expressed their sincere thanks and gratitude towardssupports and guidance received from Mr. David Fischel during his tenure on the Board andits Committees. Considering superannuation of Mr. David Fischel Intu Properties Plc UKProposed the name of Ms. Barbara Gibbes Director of Finance Intu properties Plc to fillthe place of Mr. David Fischel on the Board of the Company. The Board of Directors on 4thJuly 2019 appointed Ms. Barbara Replace with the following text:
A brief resume along with other details about Mr. Dushyant Sangar Mr. Umesh Kumar andMs. Barbara Gibbes as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations
2015 are given 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.
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://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 2018-19.As on 31st March 2019 the following were the Key Managerial Personnel of theCompany;
|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 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.
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'.
The Directors states that 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
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31 2019 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 2019 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.
However as a practice of good corporate governance the auditors have confirmed theireligibility and independence for the financial year 2019-20.
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 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.
DEMATERIALIZATION OF SHARES:
Break up of shares in physical and demat form as on 31st March 2019
|Particulars ||No. of Shares ||% of Shares |
|Physical segment ||64142 ||0.04% |
|Demat segment ||152538741 ||99.96% |
|NSDL ||83894752 ||54.98% |
|CDSL ||68643989 ||44.98% |
|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 from 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 c dateof such amendment is yet to be confirmed
Shareholders who continue to hold shares in physical form are advised to dematerialisetheir shares at the earliest.
For any clarifications assistance or information relating to dematerialization ofshares the Company's RTA may be 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 2019 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: Ni
Your Company is not engaged in manufacturing activity and p 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.
iv) Your Company has not incurred any expenditure on Research and Development duringthe 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 lakhs
Foreign Exchange Outgo: Rs 28.77 lakhs
The above does not include foreign exchange gain or loss arise due to change in foreignexchange rate.
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 2019 as per the applicable provisions of the Act Rules and SEBI(LODR) Regulations 2015 was as under:
|Committee Name ||Composition of the Committee |
|Audit Committee ||1. Mrs. Deepa Misra Harris Chairperson1 |
| ||2. Mr. Punit Goenka Member |
| ||3. Mr. Salil Chaturvedi Member |
|Nomination & Remuneration Committee ||1. Mrs. Deepa Misra Harris Chairperson |
| ||2. Mr. Punit Goenka Member |
| ||3. Mr. David Fischel Chairperson2 |
|Stakeholders Relationship Committee ||1. Mrs. Deepa Misra Harris Chairperson |
| ||2. Mr. Punit Goenka Member |
| ||3. Mr. Nikhil Chaturvedi Member |
| ||4. Mr. Salil Chaturvedi Member |
|Corporate Social Responsibility Committee ||1. Mr. Nikhil Chaturvedi Chairperson |
| ||2. Mrs. Deepa Misra Harris Member |
| ||3. Mr. Salil Chaturvedi Member |
1. Mr. Umesh Kumar Independent Director was appointed as Chairman and Ms. Deepa MisraHarris was re-designated as member of Audit Committee w.e.f 29th May 2019.
2. Resigned from 3rd June 2019
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 affirms 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 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:
No material changes and commitments affecting the financial position of your Companyhave occurred between 31st March 2019 and the date of the report.
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 12th Annual General Meeting (AGM) by electronicmeans and the business may be transacted through remote E-Voting Services provided byCentral Depository Securities (India) Limited (CDSL).
The Company periodically uploads the Annual Reports Financial Results ShareholdingPattern Corporate Governance Reports and others reports and intimations filed with StockExchanges etc. and other information on its website viz. www.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 2019 are as under:
|Sr. Description No ||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 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 |
| ||Nikhil Chaturvedi ||Salil Chaturvedi |
|Date: 12th August 2019 ||Managing Director ||Dy. Managing Director |
|Place: Mumbai ||DIN:00004983 ||DIN:00004768 |