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Prozone Intu Properties Ltd.

BSE: 534675 Sector: Infrastructure
NSE: PROZONINTU ISIN Code: INE195N01013
BSE 00:00 | 01 Jul 22.25 1.90
(9.34%)
OPEN

20.55

HIGH

22.80

LOW

20.15

NSE 00:00 | 01 Jul 22.05 1.50
(7.30%)
OPEN

20.80

HIGH

22.75

LOW

20.25

OPEN 20.55
PREVIOUS CLOSE 20.35
VOLUME 31187
52-Week high 41.15
52-Week low 19.50
P/E 63.57
Mkt Cap.(Rs cr) 340
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.55
CLOSE 20.35
VOLUME 31187
52-Week high 41.15
52-Week low 19.50
P/E 63.57
Mkt Cap.(Rs cr) 340
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prozone Intu Properties Ltd. (PROZONINTU) - Director Report

Company director report

To

The Members

Prozone Intu Properties Limited

Your Directors are delighted to present 14th Annual Reporton the business and operations of your Company for the year ended March 312021.

FINANCIAL RESULTS & OPERATIONS

Rs. in Lakhs
Particulars Standalone Consolidated
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Income from Operations 749.63 951.44 4486.36 8503.88
Add: Other Income 849.47 956.73 1370.59 2014.17
Total Income 1599.10 1908.17 5856.95 10518.05
Less: Total Expenditure 1285.94 1321.64 10081.59 11152.80
Profit/ (loss) before Tax 313.16 586.53 (4224.64) (634.75)
Less: Tax expenses/ (Credit) 275.70 69.96 (49.63) (187.01)
Share of profit of joint venture - - 3.32 31.23
Profit/ (loss) after Tax 37.46 516.57 (4171.69) (416.51)

STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE

Standalone

The Company's gross (total) income for the financial year ended 31stMarch 2021 has decreased to ' 1599.10 lakhs as against ' 1908.17 lakhs during the previousyear profit before tax decreased to ' 313.16 lakhs against profit of ' 586.53 lakhsduring previous year and the profit after tax was decreased to ' 37.46 lakhs as comparedto ' 516.57 lakhs in the previous year.

Consolidated

The Company's gross (total) income for the financial year ended 31stMarch 2021 decreased to ' 5856.95 lakhs from ' 10518.05 lakhs during the previous yearloss before tax of the reporting year stood at ' 4224.64 lakhs against loss of ' 634.75lakhs in previous year. The loss after tax of the reporting year stood at ' 4171.69 lakhsagainst loss of ' 416.51 lakhs reported in previous year.

DIVIDEND

Considering the current financial position your Directors decided notto propose dividend for the year ended March 31 2021 thus there is no appropriation ofany amount to General Reserve during the year under review.

LISTING

The equity shares of the Company are listed on The BSE Limited (BSE)and The National Stock Exchange of India Ltd. (NSE) and the listing fees for the year2021-22 had been paid.

SHARE CAPITAL

The paid-up equity share capital of your company stood at ' 3052.06lakhs consisting of 152602883 equity shares of ' 2/- 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 2021 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has 9 subsidiaries as on 31st March 2021including 3 step-down subsidiaries and 2 Joint Venture Company.

Direct Subsidiaries:

1. Alliance Mall Developers Co. Private Limited

2. Kruti Multitrade Private Limited

3. Royal Mall Private Limited1

4. Prozone Developers & Realtors Private Limited

5. Prozone Intu Developers Private Limited

6. Prozone Liberty International Limited Singapore (Foreignsubsidiary)

Step-down subsidiaries:

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 Limited2

2. Emerald Buildhome Private Limited3

3. Calendula Commerce Private Limited4

1Mumbai Bench of the National Company Law Tribunal("NCLT") vide its order dated 17th March 2021 sanctioned the Schemeof Amalgamation of Royal Mall Private Limited ("Transferor Company/ RMPL/SoleDebenture-holder") with Prozone Developers & Realtors Private Limited("Transferee Company") and their respective Shareholders and Creditors("Scheme") under sections 230-232 and other applicable provisions of theCompanies Act 2013. The Company submitted a certified copy of NCLT Order with the MCA on15th June 2021 along with e-form INC-28.

Accordingly the Scheme became effective from 15th June 2021and operational from 1st January 2020 being the Appointed Date as per theapproved Scheme. Also please take note that by virtue of the Scheme Non-ConvertibleDebentures (NCDs) of the Company held by RMPL got cancelled from the effective date ofScheme i.e. 15th June 2021.

 

2The Company on 3rd May 2021 had sold its whole 25%investment in Moontown consequently Moontown ceased to be a Joint venture of the Company

 

3During the financial year the Company sold whole investment madein Emerald Buildhome Private Limited and consequently this Company ceased to be anassociate Company of the Company

 

4During the financial year M/s Calendula Commerce Private Limitedbecame Joint-Venture of the Company.

The Board of Directors ('the Board') regularly reviews the affairs ofthe subsidiary/joint venture/associate companies. A statement containing the salientfeatures of the financials statement of subsidiary/joint venture/associate companiespursuant to the provision of section 129 (3) of the Companies Act 2013 read with rule 8(1)of the Companies Accounts Rules 2014 is provided in format AOC-1 to the consolidatedfinancial 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 financial statements of each of its subsidiaries will bemade available on our website www.prozoneintu.com in due course of time. These documentswill also be available for inspection during business hours at the registered office ofthe Company

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 Reg. 34 of the SEBI (LODR) Regulations2015 is presented in a separate section forming part of Annual Report under the head'Management Discussion and Analysis'.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detention of fraud error reportingmechanisms the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture during the year under review.

PUBLIC DEPOSITS

During the year under review the Company has neither invited noraccepted any deposit from public within the meaning of Section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014 amended from time totime.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Resignation and retirement by rotation

Pursuant to the provisions of section 152 of the Companies Act 2013the office of Mr. Salil Chaturvedi (DIN: 00004768) is liable to retire by rotation at theensuing Annual General Meeting and being eligible he offered himself for re-appointment.Accordingly the proposal of his reappointment has been included in the Notice conveningthe Annual General Meeting of the Company.

A brief resume along with other details about Mr. Salil Chaturvedi asper the requirements of Reg. 36(3) of the SEBI

(LODR) Regulations 2015 are given in the section of notice of AGMforming part of the Annual Report.

Mr. Dushyant Singh Sangar resigned from the Directorship of the Companywith effect from 1st April 2021. The Management and the Board expressed theirsincere thanks and gratitude towards supports and guidance received from Mr. DushyantSingh Sangar during his tenure on the Board and its Committees.

• Appointment and Remuneration of Directors

The appointment and remuneration of Directors is governed by theRemuneration Policy of the Company which also contains the criteria for determiningqualifications positive attributes and independence of Directors. The Policy aims atattracting and retaining high caliber personnel from diverse educational fields and withvaried experience to serve on the Board for guiding the Management team to enhancedorganizational performance.

• Declaration by Independent Directors

The Company has received necessary declarations from all IndependentDirectors pursuant to the requirement of section 149(7) of the Companies Act 2013 thatthey fulfill the criteria of independence laid down in section 149(6) read with ScheduleIV to Companies Act 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations 2015.

• Familiarization Programme

The details of programmes for familiarization of Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on 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 thefinancial year 2020-21. As on 31st March 2021 the following were the KeyManagerial 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

• Board Evaluation

Pursuant to the Companies Act 2013 a formal annual evaluation needs tobe conducted by the Board of its own performance and that of its committees and individualdirectors. 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 'Nominationand Remuneration 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 thevarious aspects such as performance of specific duties obligations Board's functioningcomposition of the Board and its Committees and governance expressed their satisfactionwith the evaluation process and performance of the Board.

• Remuneration Policy

The Remuneration Policy of the Company is designed to attractmotivate improve productivity and retain manpower by creating a congenial workenvironment encouraging initiatives personal growth and team work and inculcating asense of belonging and involvement besides offering appropriate remuneration packages andsuperannuation benefits. This Remuneration Policy applies to Directors Senior ManagementPersonnel including its Key Managerial Personnel (KMP) of the Company is attached to thisreport as 'Annexure 1.

Secretarial Standards

The Directors states that applicable Secretarial Standards i.e. SS- 1SS-2 and SS-4 relating to 'Meeting of the Board of Directors 'General Meetings' andBoards' Report 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 March31 2021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed along with proper explanation relating to materialdepartures if any;

b. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the Directors have prepared the annual accounts on a 'going concern'basis;

e. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

AUDITORS

Statutory Auditors

The members of the Company in their Annual General Meeting held onSeptember 28 2017 appointed M/s B S R & Co LLP Chartered Accountants as StatutoryAuditor of the Company for the period of five financial years from 2017-2018 to 2021-2022.

The observations and comments given by the Auditors in their reportread together with notes to Accounts are self explanatory and hence do not require anyfurther comments under section 134 (3) (f) of the Companies Act 2013.

Secretarial Auditor

Pursuant to Section 204 of Companies Act 2013 the Board of Directorshad appointed M/s. HS Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Auditor's Report is attached to thisreport as 'Annexure 2'. The Secretarial Audit Report is self explanatory and thus does notrequire any further comments.

The Secretarial Audit Reports of the material subsidiaries viz.Alliance Mall Developers Co. Private Limited Empire Mall Private Limited HagwoodCommercial Developers Private Limited and Prozone Developers & Realtors PrivateLimited (PDRPL) have been annexed along with the report of the Company.

During the Financial year PDRPL ceased to be material subsidiary ofthe Company.

Internal Auditor

Pursuant to Section 138 of Companies Act 2013 and as recommended byAudit Committee the Board of Directors has appointed M/s CAS & Co (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 31stMarch 2021

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%

Shareholders who continue to hold shares in physical form are advisedto dematerialise their shares at the earliest. For any clarifications assistance orinformation relating to dematerialization of shares the Company's RTA may be contacted

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 in branch offices. The Company has in place a policy againstSexual Harassment in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committeesis set up to 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 March 312020 is given below 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 ofenergy: Nil

iii) The capital investment on energy conservation equipments: Nil

Your Company is not engaged in manufacturing activity and thus itsoperations are not energy intensive. However adequate measures are always taken to ensureoptimum utilisation 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 reductionproduct development or import substitution : Nil

iii) i n case of imported technology (imported during the last threeyears reckoned from the 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 placeand the reasons thereof.

iv) Your Company has not incurred any expenditure on Research andDevelopment during the year under review.

C. Foreign Exchange Earnings and Outgo

During the year under review the details of foreign exchange earnings& outgo are as follows:

Foreign Exchange Earnings: Nil.

Foreign Exchange Outgo: Nil

The above does not include foreign exchange gain or loss arise due tochange in foreign exchange rate.

DISCLOSURES UNDER COMPANIES ACT 2013

• Extract of Annual Return:

Pursuant to Section 92 of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return is available on the websiteof the Company on the following link: https://www.prozoneintu.com/investors-corner/#1563102127966-0de27a50-7e31

• 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 CorporateSocial Responsibility Committee.

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 on 31st March 2021 as per the applicable provisions of the ActRules and SEBI (LODR) Regulations 2015 was as under:

Committee Name Composition of the Committee
Audit Committee 1. Mr. Umesh Kumar Chairman
2. Ms. Deepa Misra Harris Member
3. Mr. Punit Goenka Member
4. Mr. Nikhil Chaturvedi Member*
Nomination & Remuneration Committee 1. Ms. Deepa Misra Harris Chairperson
2. Mr. Punit Goenka Member
3. Mr. Dushyant Singh Sangar Member**
4. Mr. Umesh Kumar Member***
Stakeholders Relationship Committee 1. Ms. 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. Ms. Deepa Misra Harris Member
3. Mr. Salil Chaturvedi Member

* On 26th August 2020 Mr. Salil Chaturvedi stepped down fromthe Membership of the Committee and Mr. Nikhil Chaturvedi appointed as a Member of theCommittee.

** Mr. Dushyant Singh Sangar resigned from the Directorship of theCompany w.e.f. 1st April 2021.

***Mr. Umesh Kumar Independent Director of the Company appointed asMember of Nomination & Remuneration Committee w.e.f. 22nd June 2021

• Vigil Mechanism/ Whistle Blower Policy:

Your Company has established a Vigil Mechanism and implemented WhistleBlower Policy the 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 deniedaccess to the Chairman of Audit Committee and that no complaints were received during theyear.

The policy on Vigil Mechanism may be accessed on Company's website atthe following link: http://www. prozoneintu.com/investor/policies

• 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 contracts or arrangements entered into withrelated parties:

The particulars of 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:

Details in terms of the provisions of Section 197 of the Companies Act2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 thenames and other particulars of the employee is appended as 'Annexure 5' to the Boards'Report.

The ratio of remuneration of each Director to the median employee'sremuneration and other details in terms of Section 197(12) of the Companies Act 2013 readalong with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is 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 toreserve.

• Material changes and commitments:

No material changes and commitments affecting the financial position ofyour Company have occurred between 31st March 2021 and the date of the report.

• Corporate Social Responsibility:

The CSR Policy of the Company and the details about the development ofCSR Policy and initiatives taken by the Company on Corporate Social Responsibility duringthe year as per the Rule 9 of the Companies (Corporate Social Responsibility Policy)Amendment Rules 2021 have been appended as 'Annexure 7' attached to this report.

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 the 14th Annual General Meeting (AGM) byelectronic means and the business may be transacted through remote E-Voting Services to beprovided by Link Intime India Private Limited.

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.prozoneintu.com.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSEACCOUNT:

There are no shares lying in demat suspense account of the Company.

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.

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