To
The Members Provogue (India) Ltd
Your Directors have pleasure in presenting the 23rd Annual Report on
the business and operations of your Company for the year ended 31st March, 2019.
The members are hereby informed that the Company is undergoing
Corporate Insolvency Resolution Process ("CIRP") under section 7 of the
Insolvency & Bankruptcy Code, 2016 (‘Code'). Andhra Bank, the Financial
Creditor of Provogue (India) Limited had filed an application with Hon'ble National
Company Law Tribunal, Mumbai Bench ("NCLT") for Initiation of Corporate
Insolvency Resolution Process. The application was admitted by the Hon'ble NCLT on
25th July, 2018 and pursuant to the said order Mr. Jitendra Kumar Yadav was appointed as
the Interim Resolution Professional ("IRP") in the said matter. The members of
COC in the first meeting held on 24th August, 2018 approved the appointment of Mr. Amit
Gupta (IBBI Registration No.: IBBI/IPA-001/IP-P00016/2016-17/10040) as the Resolution
Professional
("RP") replacing Mr. Jitendra Kumar Yadav, IRP. Further, vide
order dated 26th September, 2018 the Hon'ble NCLT, Mumbai Bench approved the
appointment 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 Resolution
Professional 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, 2018
was received on 11th October, 2018. As per terms of Section 23 of Code, the management and
operations of the Company are being managed by Resolution Professional on a Going Concern
Basis. This Report was discussed in a meeting held with the Key Management persons and
thereafter taken on record by the Resolution Professional. Accordingly, Report for the
year 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 |
7,260.98 |
9,177.80 |
8,975.33 |
12,685.03 |
| Add: Other Income |
21.24 |
581.05 |
120.43 |
233.49 |
| Total Income |
7,282.22 |
9,758.85 |
9,095.76 |
12,918.52 |
| Less: Total Expenditure |
11,602.48 |
25,341.37 |
13,815.80 |
29,450.68 |
| Less : Exceptional item |
1,138.79 |
6,974.38 |
3,388.79 |
7,968.61 |
| Profit/ (loss) before Tax |
(5,459.05) |
(22,556.89) |
(8,108.63) |
(24,500.77) |
| Less: Deferred Tax and Taxes |
854.50 |
60.89 |
1400.96 |
217.13 |
| Profit/ (loss) after Tax for the year |
(6,313.54) |
(22,617.77) |
(9,509.59) |
(24,717.90) |
| Less: Minority Interest |
- |
- |
- |
- |
| Profit/ (loss) after Tax for the year |
(6,313.54) |
(22,617.77) |
(9,509.59) |
(24,717.90) |
STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE
Standalone:
The Company's gross (total) income for the financial year ended
31st March, 2019 stood at Rs. 7,282.22 Lacs against Rs. 9,758.85 Lacs during the previous
year and the Company was able to decrease the loss before tax implication to Rs.
5,459.05Lacs from Rs. 22,556.89 Lacs as recorded during previous year. The loss after tax
implication stood at Rs. 6,313.54 Lacs as against a loss of Rs. 22,617.77 Lacs in the
previous year.
Consolidated:
The Consolidated gross (total) income of the Company has reduced to Rs.
9,095.76 Lacs from Rs. 12,918.52 Lacs during the previous year. The loss before tax
implication decreased to Rs. 8,108.63 Lacs from Rs. 24,500.77 Lacs as recorded during
previous year. The loss after tax implication was stood at Rs. 9,509.59 Lacs as against a
loss of Rs. 24,717.90 Lacs in the previous year.
DIVIDEND & TRANSFER TO RESERVES
In view of the Company's carried forward and current losses your
company does not recommend any dividend for the year under review. Hence, no amount was
transferred to the general reserves.
SHARE CAPITAL
The paid-up equity share capital of your company stood at Rs. 2,333.82
Lacs consisting of 23,33,81,827 equity shares of Rs. 1/- each fully paid-up. During the
year under review, the Company has not issued shares with differential voting rights nor
has granted any stock options or sweat equity. As on 31st March, 2019, none of the
Directors 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 and
National Stock Exchange of India Limited and the listing fees for the financial year
2019-20 have been paid.
CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the
year under review.
SUBSIDIARY, JOINT VENTURE COMPANIES AND ASSOCIATES COMPANIES:
As on 31st March, 2019, the Company has 10 subsidiaries including 1
Step-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 the
affairs of the subsidiary/joint venture/associate companies. A statement containing the
salient features of the financials statement of subsidiary/joint venture/ associate
companies pursuant 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
consolidated financial statement and therefore not repeated to avoid duplication.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and related
information of the Company and audited financial statements of each of its subsidiaries,
are made available on our website www.provogue.com in due course. These documents will
also be available 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 the company by making a written request address to the Company Secretary at the
registered office of the company.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the Securities
and Exchange Board of India (SEBI). The Company has also implemented several best
governance practices. The report on Corporate Governance as stipulated under the Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of the
Company and its business, as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 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 Company's internal financial control systems are commensurate
with the nature of its business and the size and complexity of its operations. The Board
had adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, the safeguarding of its
assets, the prevention and detention of fraud, error reporting mechanisms, the accuracy
and completeness of the accounting records and the timely preparation of reliable
financial disclosures. During the year under report, the Company has, in all material
respects, an adequate internal financial control system over financial reporting and the
same are operating effectively.
SIGNIFICANT AND MATERIAL ORDERS
1. Pursuant to an application made by Andhra Bank under Section 7 of
the Code the Hon'ble NCLT vide its order dated 25th July, 2018, initiated Corporate
Insolvency Resolution Process of the Company in accordance with the provisions of the
Code. Pursuant to the said order Mr. Jitendra Kumar Yadav was appointed as the Interim
Resolution Professional ("IRP") in the said matter.
The members of COC in the first meeting held on 24th August, 2018
approved the appointment of Mr. Amit Gupta (IBBI Registration No.: IBBI/
IPA-001/IP-P00016/2016-17/10040) as the Resolution Professional ("RP") replacing
Mr. Jitendra Kumar Yadav, IRP. Further, vide order dated 26th September, 2018 the
Hon'ble NCLT, Mumbai Bench approved the appointment 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
Resolution Professional 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, 2018 was received on 11th October, 2018.
In terms of Section 23 of the Code read with Section 25 of the Code,
the powers of the Board of Directors stand suspended and the management of the affairs of
the 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 the
Hon'ble NCLT, Mumbai Bench granted an extension of CIRP period by a further period of
90 days and an exclusion of 47 days respectively. Therefore, the last date for completion
of CIRP period was 10th June, 2019.
3. Further, during the CIRP period the Resolution Professional received
two Resolution Plans of which one of the Resolution Plan put forth for voting was not
voted in favour by the Committee of Creditors. Hence, the RP filed an application before
the Hon'ble NCLT, Mumbai Bench for the Liquidation of the Company. The said
Application is pending adjudication before the Hon'ble NCLT, Mumbai Bench. The
outcome 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 of
Chapter V of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014 and thus, no amount of principal or interest was outstanding as on
the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The CIRP was initiated against the Company on 25th July, 2018 and
pursuant to Section 17 of the Code, the powers of the Board of Directors of the Company
stood suspended, and such powers are vested with the Resolution Professional, Mr. Amit
Gupta.
• Resignation, subsequent re-appointment and retirement by
rotation during the CIRP period:
During the year, Mr. Dinesh Arya and Ms. Gauri Pote, Non Executive
Independent Directors of the Company have resigned from the Board with effect from 30th
March, 2019. The Board places on record its sincere appreciation for the valuable service
rendered by them during their entire tenure.
Pursuant to the provisions of section 152 of the Companies Act, 2013,
the office of Mr. Akhil Chaturvedi, (DIN: 00004779) is liable to retire by rotation at the
ensuing Annual General Meeting, and being eligible, has offered himself for
re-appointment. Accordingly, the proposal of his re-appointment has been included in the
Notice convening the Annual General Meeting of the Company.
The first term of office of Mr. Hetal Hakani (DIN : 06878540), an
Independent Director has expired on 25th May, 2019. The Board recommends his reappointment
for a second term of five consecutive year i.e. upto 25th May, 2024 for the approval of
members in the forthcoming annual general meeting of the Company.
A brief resume along with other details about Mr. Akhil Chaturvedi and
Mr. Hetal Hakani 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.
• Declaration by Independent Directors:
The Company has received necessary declarations from all independent
directors of the Company as per section 149(7) of the Companies Act, 2013 confirming that
they meet the criteria of independence as laid down in section 149(6) of the Companies Act
2013 and Reg. 16(1)(b) of the SEBI (LODR) Regulations, 2015.
• 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 are the Key Managerial
Personnel 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 the
Company has resigned w.e.f. 17th April, 2019 and Mr. Vishal Menon has been appointed as
Company Secretary and Compliance Officer of the Company at his place w.e.f. 18th April,
2019.
• 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 evaluation
of the independent directors. Therefore, subsequent to commencement of the CIRP process
the evaluation of the independent directors of the Company was not required to be carried
out under the provisions of the Regulation 17(10) of SEBI LODR Regulations. Further, in
accordance with Rule 8(4) of Companies (Accounts) Rules, 2014, the board of directors of a
company are required to evaluate its own performance and that of its committees and
individual directors. However, pursuant to Section 17 of the Code on the commencement of
the CIRP process of the Company, the powers of the board of directors stand suspended and
are exercised by the Interim Resolution Professional/ Resolution Professional, as the case
may be, in accordance with the provisions of the Code.
• Remuneration Policy:
The Company believes that a diverse and inclusive culture is integral
to its success. A diverse Board, among others, will enhance the quality of decisions by
utilizing different skills, qualifications, professional experience and knowledge of the
Board members necessary for achieving sustainable and balanced development. Accordingly,
the Company has designed the Remuneration Policy to attract, motivate, improve
productivity and retain manpower, by creating a congenial work environment, encouraging
initiatives, personal growth and team work, and inculcating a sense of belonging and
involvement, besides offering appropriate remuneration packages and superannuation
benefits. This Remuneration Policy applies to Directors, Senior Management Personnel
including its Key Managerial Personnel (KMP) of the Company and is attached to this report
as ‘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 on
internal financial controls, work performed by the internal, statutory, cost and
secretarial auditors and external agencies, the reviews performed by the management and
with the concurrence of the Audit Committee prior to commencement of CIRP and subsequently
of the RP, that for the year ended 31st March, 2019, the confirmation is hereby given for
the Company having:
a. followed in the preparation of the annual accounts for the year
ended 31st March, 2019, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed along with proper explanation relating
to material departures, if any;
b. selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2019 and of the loss of the
Company for the year ended on that date;
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets 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 Company
and that such internal financial controls are adequate and are operating effectively; and
f. devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively
DETAILS OF FRAUDS REPORTED BY AUDITORS OTHER THAN REPORTABLE TO THE
CENTRAL GOVERNMENT:
No fraud/ misconduct was detected at the time of statutory audit by the
auditors 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 as
on 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 of
meeting and attendance at the meeting are provided in the Corporate Governance Report. The
Board has accepted all the recommendations of the Audit Committee during the period under
review.
AUDITORS: Statutory Auditors:
The members of the Company in their Annual General Meeting held on 29th
September, 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 from
2017-2018 to 2022-2023 to hold the office from 22nd Annual General
Meeting till the conclusion of 27th Annual General Meeting of the
Company.
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 Act
2013, pursuant to which the appointment of Statutory Auditors is not required to be
rati_ed by the members every year during the tenure of Statutory Auditors once approved by
the members in their Annual General Meeting. The observations and comments given by the
Auditors in their report read together with notes to Accounts are self explanatory and
hence do not require any further comments under section 134 (3) (f) of the Companies Act,
2013.
Auditors' Observation and management's response to
auditors' observation:
The auditors of the Company have qualified their report to the extent
and as mentioned in the Auditors Report. The auditor's qualification on standalone
and consolidated financial and management response thereto are as under:
a. Standalone financials: The Company has a financial involvement
aggregating Rs. 11,256.31 Lacs via investments I loans in various subsidiaries I
step-down subsidiaries I Joint Venture. These Subsidiaries have made heavy losses and have
uncertainity regards to realisation of assets of subsidiaries and the net worth of few
subsidiaries have substantially eroded.
b. Consolidated financials: The Company has a financial
involvement aggregating Rs. 4,814.50 Lacs via investments I loans in various
subsidiaries I step-down subsidiaries I Joint Venture. These Subsidiaries have made heavy
losses and have uncertainity regards to realisation of assets of subsidiaries and the net
worth of few subsidiaries have substantially eroded.
Management response: The Company is in Corporate Insolvency
Resolution Process to revamp its business in the Group, accordingly no provision is made
against the aforesaid amounts at this stage.
Secretarial Auditor:
Pursuant to Section 204 of Companies Act, 2013, the Board of Directors
had appointed M/s. HS Associates, Company Secretaries to undertake the Secretarial Audit
of the Company for the financial year ended 31st March, 2019. 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 further
comments.
Cost auditors:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company
has 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 cost
accounts of the Company for the financial year 2019-20. As required under the Companies
Act, 2013, a resolution seeking member's approval for remuneration payable to the
Cost Auditor forms part of the Notice convening the Annual General Meeting for their
rati_cation. Your Company has received certificates from M/s Ketki D. Visariya & Co.,
Cost Accountants, informing their eligibility, willingness and independence to be
appointed as cost auditors of the Company.
The Company has filed the cost audit report upto the financial year
ended 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 within
its corporate office and its stores. The Company has in place a policy against Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees is set up
to redress complaints if received and are monitored on regular basis.
During the year under review, Company did not receive any complaint
regarding sexual harassment.
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 31st
March, 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 place
in other countries in the field of garment manufacturing and the same are being reviewed
for implementation. The benefits derived like product improvement, cost reduction, product
development or import substitution: Product improvement
ii) In case of imported technology (imported during the last three
years 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, reasons
therefore and future plan of action
iii) The expenditure incurred on Research and Development during the
year included in the manufacturing cost.- Not applicable
| C. Foreign Exchange Earnings and Outgo: |
|
|
|
( Rs. in Lacs) |
| Particulars |
2018-19 |
2017-18 |
| Foreign Exchange Earnings |
3,487.67 |
4,933.15 |
| 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 extract
of 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 of
which 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 the
Companies Act 2013 and SEBI (LODR) Regulations, 2015.
• • Committees of the Board:
The Board has established committees as per the requirement of
Companies Act, 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR
Committee.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report. The composition of the
Committees as per the applicable provisions of the Act, Rules and SEBI (LODR) Regulations,
2015 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 Companies
Act, 2013, the Company has devised Vigil Mechanism and has formal whistle blower policy
under which the Company takes cognizance of complaints made by the employees and others
and also provides for direct access to the Chairman of Audit Committee in deserving cases.
Your Company hereby confirms that no directors/ employees were denied
access to the Chairman of Audit Committee and that no complaints were received during the
year under period.
The Whistle Blower Policy of the Company has been posted on the website
of the Company and is available at http://corporate.provogue.com/ investors.
• Particulars of loans, guarantees and investments:
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient under the provisions of Section 186 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
amended from time to time, are form part of the notes to the financial statements provided
in this Annual Report.
• Particulars of material contracts or arrangements made with
related parties:
The particulars of material contracts or arrangements made with related
parties referred to in section 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:
The table containing names and other particulars of Directors in
accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with
rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 is enclosed as 'Annexure 5' to the Board Report. The statement containing
particulars 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, is
provided in a separate annexure as appended as ‘Annexure 6' forming part
of this report.
• Transfer to Reserves:
During the year, company has not transferred any amount to reserve.
• Material changes and commitments:
There were no material changes and commitments which adversely affected
the financial position of the Company after the end of Financial Year to the date of
report except the Hon'ble NCLT, Mumbai Bench order(s) related to CIRP Process issued
from time to time.
• Corporate Social Responsibility:
There has been no change in constitution of the Corporate Social
Responsibility 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, 2013
and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Reg. 44 of
SEBI (LODR) Regulations, 2015, the Company is pleased to provide members, the facility to
exercise their right to vote at this Annual General Meeting (AGM) by electronic means and
the business may be transacted through e-Voting Services provided by Central Depository
Services (India) Limited (CDSL).
ELECTRONIC FILING:
The Company periodically uploads the Annual Reports, Financial Results,
Shareholding Pattern, Corporate Governance Reports and others reports and intimations
filed with Stock Exchanges etc. and other information on its website viz.
www.provogue.com.
TRANSFER OF UNPAID/UNCLAIMED AMOUNTS OF DIVIDEND AND EQUITY SHARES TO
INVESTOR EDUCATION AND PROTECTION FUND
Unclaimed Dividends
Pursuant to the provisions of Section 125 of the Companies Act, 2013
and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time, the amount of unpaid dividends that are
lying unclaimed for a period of 7 consecutive years from the date of its transfer to the
unpaid dividend account, is liable to be transferred to the Investors' Education
& Protection Fund (IEPF). Accordingly, the unclaimed dividend amounting to Rs.
1,44,155/-, in respect of the financial year 2010-11 was transferred to the IEPF on 21st
November, 2018. The Company has uploaded the details of unpaid and unclaimed amounts lying
with the Company as on 29th September, 2018 (date of last Annual General Meeting) on the
Company's website viz www.provogue.com, and on the website of the Ministry of
Corporate Affairs. Further, please note that the unclaimed dividend in respect of the
financial year 2011-12 must be claimed by the concerned shareholders on or before 29th
October, 2019, failing which it will be transferred to the IEPF, in accordance with the
said Rules.
Transfer of underlying Equity Shares in respect of the Unclaimed
Dividends 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, the
Company transferred the corresponding shares to IEPF, where the dividends which have been
unclaimed by the concerned shareholders for the last seven consecutive years viz., since
FY 2010-11. Further dividend which remains unclaimed for the last 7 years since 2011-12
must be claimed by the concerned shareholders on or before 29th October, 2019 for which
Company has sent reminder letter to them. If the shareholders fail to claim the dividend,
the company will be transferring the unclaimed dividend and the corresponding shares to
IEPF within a period of 30 days from the due date. Details of unpaid and unclaimed
dividends lying with the Company as on 29th September, 2018 (date of the previous Annual
General Meeting), are provided on the website, at http://corporate.provogue.com/investors/
The shareholders are requested to verify their records and claim their unclaimed dividends
for the past years, if not claimed.
APPRECIATION:
Your Directors take this opportunity to express their gratitude and
sincere appreciation for the dedicated efforts of all the employees of the Company. Your
Directors are also thankful to the esteemed share holders for their support and confidence
reposed in the
Company and to The Stock Exchanges, Government Authorities, Banks,
Solicitors, 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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