PROVOGUE Annual Report 2009-10_new

8/6/2019 PROVOGUE Annual Report 2009-10_new

1/122

2010


2/122

Unlocking Value


3/122

Provogue 2010 is in high gear. Expandingour lifestyle brand reach across India anddeveloping the Prozone land bank into a

range of retail-centric mixed-use real estateassets. Unlocking value is the mantra of ourevolving business model

Annual Report 201001


4/122

02


5/122

Contents

UnlockingValue

Businessinmotion

Lettersto Shareholders

BoardofDirectors

OurVision

CorporateInformation

OurPhilosophy

OurDNA

OurBusinessUnits

OurBusinessModel

Provogue

Prozone

JointVenturePartner

FinancialHighlights

CSRProgramme

Financial Section

Notice

DirectorsReport

ManagementDiscussion &Analysis

CorporateGovernanceReport

Auditors'Report

Financial Statements

ConsolidatedFinancial Statements

01

05

06

10

12

13

14

15

16

17

18

22

28

30

32

34

36

46

50

53

61

64

93

03 Annual Report 2010


6/122

04


7/122

Business in motion

Provogue is a dream made reality through

consistent hard work and inspirationalstrategies. Today, we are a business in motion,attuned to the new economic world order andfit for the opportunities of a vibrant domesticeconomy. We have institutionalized thecompany and are geared to take on the next

phase of our growth against the backdrop of arobust consumption story



8/122

Letter to Shareholders

Provogue has evolved as a full-fledged retailderivatives business, empowered by India's robusteconomic and consumption fundamentals

reflect thosein ourfashionand lifestyleproductcategories formanandwomen.

Weareprimed and readyforthe nextphase ofgrowthin the Brand.An aggressive roll-out is planned for 2010-11 We will add another100 doors of distribution, the majority of which will be our ownstores in the mid and large retail formats. In addition, we willrefurbish our older stores in line with our new brand identity andenhancetheshoppingexperienceforourcustomers.FinallywewillbeginentryintooverseasmarketsstartingwithDubaiin2011.

PROZONEREGIONALSHOPPINGCENTRESFour years of meticulous designing, planning and developmentwith come to fruition in October 2010 with the launch of our first Regional Shopping Centre in Aurangabad. Our joint venture andcloserelationshipwithCapitalShoppingCentres Group Plc,UK, hasensured world-class design combined with their more than 30years o f experience as one of the world's leading retailinfrastructure owners, developers and operators. I'm delighted by

the support we have received from the country's leading retailerswho have decided to make Prozone Aurangabad their retail platform destination. Aurangabad is indeed a destination centreoffering consumers in a wide catchment area of Maharashtra asuperior retail and entertainment experience for thewhole family.Leave and License revenues will start to flow this year, which willsee the birthofa new era inthehistoryof the Company.

The two next Centres are already well advanced in terms of designandplanningandIexpectwewillbreakgroundondevelopmentofthese projects in Nagpur and Coimbatore before the end of thisfiscal year. Experience gained in our first development will yieldforward efficiencies and both these Centres are scheduled to openin 2013. With another three Centres also in the pipeline, ProzoneshouldbeoperatingsixShoppingCentreswithinthenext5years.

The recent exit of many non-specialist shopping centre developershas significantlyreduced the number ofnew Centres onthe Indianlandscape.This enables specialist players to emergeas leaders.Wehaveworked hardto ensure thatProzonebe counted amongst thisleadinggroupofretailinfrastructurecompaniesintheyearsahead.

RETAIL-CENTRICMIXEDUSE DEVELOPMENTExperience from other countries that have been through a similarsurge inorganisedretail development with the evolution of large-scale regional Centres has proven that retail infrastructure is ap athf inder f or o ther t ypes o f con temporar y p ropert ydevelopment. People want to live nearby great retail and entertainment destinations. Companieswantto move their officesinto these environments and hotels serving both business andleisure travelers want to be located within the vicinity. With thisvision in mind, we acquired ample land around each Centre location at reasonable entry costs at the beginning of the cycle of

developmentofProzone.

Weare nowunlockingthis valuewith theadditional developmentofresidential communities, office blocks and hospitality adjoining the

Dear Fellow Shareholders

This has been an exhilarating year for Provogue; one which heraldsthebeginningof a newera inthe Company. Theimpact of theglobaleconomic downturn last year forced usto take a deep dive into ourbusiness andexamine every aspectof ourmodel andits constituentparts. It provided anopportunity forus to look again at thenature ofthe investments we had made over the years and look for areaswherewe couldimproveourperformanceand addmorevalue.

The title of this year's Annual Report is a reflection of thisintrospection. I'm convinced that our faith in India's consumptionstory and our retail-centric vision has yielded a strong businessmodel. Provogue has evolved as full-fledged retail derivativesbus ines s, empowered by I nd ia 's r obus t e conomic and consumption fundamentals. And, as we grow as a business, wehave institutionalized the Company, with every single teamfocusedonunlockingthevaluethatwe'vebuilt-inovertheyears.

While the global economy is beginning to show signs of a modestrecovery, India's GDP growth, currently about 7.5%, is forecast byeconomists to remain at around 8% over the next decade. This ishaving a twin impact of fueling domestic urban development across the landscape, and bringing the world's business houses toIndia's doorstep in search of freshmarkets, particularlyin retail. Thetotal retail market is expected to cross USD 500 billion next year, but is still under 7% organized. Demand from mid to upper endconsumers for better products,more choices and better shoppingand entertainment environments is giving a strong boost to theorganized sector,whichis expectedto grow tobetween 15to 20%by 2013. In addition, India's youth below the age of 25 willrepresent55%of thepopulationin thesame timeperiod.This istheenvironment in which Provogue operates and I'm convinced thatour business is on course to add significant value in the years tocome.

We operate underthree retail businessunits, namely theProvogueBrand, Prozone Regional Shopping Centres and Retail CentricMixedUseDevelopment.

PROVOGUERETAILBRANDProvogue has achieved 'critical mass' as a fashion and lifestylebrand,bothin thefront-endretailformatsand theback-endsupplychain infrastructure. At the end of the last financial year we werepresent in 70 markets pan-India operating through about 350doors, comprising 127 of our own stores, 119 shop-in-shops withIndia's leading department stores and the balance through multibrand outlets (MBOs) and licensed wholesalers. Our sales teamsacross the country are focused on the needs of individual marketsand customer preferences. The supply chain has been fully SAPenabled improving the decision making process and the time to

market w ith resu ltant gains i n e ff ic ienc ies. Our captivemanufacturing has been expandedwiththe addition ofa new unitinHimachal Pradesh, bringing our capacity to over I million piecesperannum.Ourin house design team,enhancedthroughallianceswith leading Indian designers, keep track of global trends and

06


9/122

We have institutionalized theCompany, with every singleteam focused on unlockingthe value that we've built-inover the years

Regional Centres. We have theopportunity to sell residentialand some select adjacent land parcels to provide sufficientincome to retire the Shopping Centre development loansand leave a debt free asset in perpetuity. Lease incomefromOffices and Hotels further enhance the value of theoriginalinvestments.

Over t he long t erm the 'stic kiness' o f re ta ilinfrastructure assets, high replacement costs andconsistent rental increases over the average economic growth can lead to attractive yieldcompression. We have cut our teeth as retailproperty players and are truly at the cusp ofunleashingsignificantvaluefromthisbusiness.

We closed FY10 with total revenue of INR 501crores, 30% upon the previousyearwith EBITDAofINR 72crores,up 11%. Operating profit ofINR39 crores was up 34% from the previous yearand PAT of INR 28.35 crores was marginallydown from INR 29.45 crores. Overall it was a healthyperformance against thebackdropof a

retail market that was emerging from a down-cycle in 2008-09. I'd like to take thisopportunity to thank all our internal teamswho have worked hard todeliver these resultsandtoprepareusforanexcitingfuture.

Sincere thanks as always to our shareholders,business partners, vendors and, of course,ourcustomers foryour unwavering support.Ilook ahead with ever increasing optimismover a great future unfolding for all us atProvogue.

Sincerely,

NikhilChaturvedi

ManagingDirector

07


10/122

Once again it is a pleasure to have an opportunity to update you onthe Company, its achievements and lessons learned over the pastyearandtoshareouraspirationsforthefuture.

In accordance with our Vision, Provogue (India) Limited is evolvingother businesses around the retail centric model. Investments intothe retailinfrastructureplatformhave enabled us to enter into otherrelated retail-centric property developments. Prozone has turbo-charged the business butlet's not forgetthatProzonehas built uponthe lessons we've learned and continue to learn from the ProvogueBrand-thesouloftheCompany.

CONSUMERFOCUS

As I lead the business development activities for the Group, I amalways conscious of the lessons we've learned since starting theProvogue brand 10 years ago. We never lose sight of our foundingprinciples that consumers are our ultimate customer and thatmeeting their needs in a rapidly changingmarket requires constantvigil and creativity. So as wegrow as a business and introduceotherverticals we arecareful to keep the consumer inmind at every stageofbusinessdevelopment.

For example, we have selected land parcels for shopping centredevelopment that areconvenient andcost effective. Convenient fora the emerging catchment areas of urban development within thecities and such that we can deliverworld-class retail space at a pricethat retailers can afford. Our ability to attract the country's leadingretailers into our first Regional Shopping Centre in Aurangabad is testimony that this strategy is working. Aurangabad will offer the

best shopping and entertainment experience in the Marathwadaregion of Maharashtra and will consolidate a considerable footfallfrom a 60km catchment area.Keeping focuson consumer needshasdriventhe entiredevelopmentinitiative from the design of the widewalkways,lines of sight, plenty of convenientcar parking spaceand awide mix of entertainment and restaurants tosuit every taste for theyoungandoldergenerationsalike.

Similarly as we extend our property business into retail-centricmixed-use developments of off ices , hotels and res idential communities we have kept the consumer in mind at all times. Toensure that we have the best experience available to us, as we didwithourtieup withCapitalShoppingCentresGroup(CSC)in2006wehave entered into a range of consulting agreements with globalarchitecture firms with a deep understanding of this infrastructure.But always it is our own knowledgeof the Indian consumer, learnedfrom Provogue that enables us to apply this experience within an

Indianmarketcontext.

PROVOGUEBRANDENERGY

The Provogue Brand has reached an exciting new point in its historyand has the energy built-in to take us to new milestones and achievements. We haverestructuredthe brandidentity to reflect theevolution ofthelabelintoa complete lifestyle collectionformen and

women and are in the process of applying this across its more than350 distribution outlets. While we invest to ensure that we areabsolutelyup to date with globalfashion trends from the markets ofJapan, The Americas and Europe it is our experience of the Indianconsumer that enables us to design c lothing, footwear and accessoriesthatfittheneedsoftheIndianmarket.

Provogue is an Indian fashion label. We are proud of the franchisewe've built up with our loyal customer base and are building new

loyaltieswith India's ever youthful consumer by introducing a largerdenim range and going deeper and broader with our womenswearcollections.

Whilst we have an aggressive expansion plan underway across theIndian geographyalready, I now feel the time isright for Provoguetotake its Indian Fashion Brand overseas. India has earned a newrespect worldwidefor itseconomicprudence,its wellconceivedlongtermgrowth storyas well asitsdeep-rooted culturalbeliefs.We wantProvogue to reflect thatspiritof newIndia inits fashion andlifestyleofferand to now make itavailableto consumers inotherpartsof theworld. This will be a carefully orchestrated entry starting with Dubainext year. Once we've cut our teeth and learnedhow to manageanoverseas operation we'll extend our reach into other markets.Provogue isone ofthe very few IndianFashionLabels that iscapableof building a global business and we are determinedthat we should

buildaleadershippositionineverymarketsegmentthatweenter.

THEQUESTFOR VALUE

Whilst wehavea reputation for being anaggressive and courageousmarketing company, we have always adopted a conservativeapproach to investments and to financial leverage. As a result our

balance sheet is in a strong position with a low debt to equity ratioand we have sufficient 'dry powder' to ensure that we have enoughworking capitalto realise allthe initiativesexplainedin thisletter.Ouroperating profit margins, up 34%from last year is a reflection of thehardworkwe'vedonethis past 12monthstoensurethatourcosts areoptimised. We are ona constantquestfor value,bothin our tangibleand intangible assets. We invest prudently and in promotion andmore inthe quality ofour infrastructure and our people our greatestasset. Wehave set uptask forces across the spectrum ofour business

Dear Fellow Shareholders

Prozone has turbo-charged the business, built uponthe lessons we've learned and continue to learn fromthe Provogue Brand - the soul of the Company

Letter to Shareholders

08


11/122

to ensure that we remainvigilant on every aspect ofcost and tooptimally leverage every assetthatwe'vebuilt or acquired over the years. You will see theseinitiatives unleashing considerable added value totheCompanygoingforward.

So in summary, i t's going to be a thril ling and fulfilling ride ahead for allof us. I'dliketo thankall

our stakeholders,our internal teams, our partnersin manufacturing and design and especially ourinvestors who have had so much faith in us overyears. We truly appreciate this trust in ourmanagement and our vision. I am sure that theProvogue oftomorrow isa Company thatwecan beproudtosaywebuilttogether.

Sincerely,

Salil Chaturvedi

ExecutiveDirector

We never lose sight ofour founding principles

that consumers are ourultimate customer andmeeting their needs in arapidly changing marketrequires constant vigil

and creativity



12/122


13/122

11

Rakesh l eads the P rozone L iber ty des ign, p ro ject

managementand constructionteams andthe health, safety

and env ir onmental i ni ti at ives . H e a lso l eads t he

International tradedivision

Nigam leads the Prozone-Liberty location sourcing, mall

management and customer relationship teams, involving

land Joint Ventures, tenant mix strategy,leasing policy andnewrevenuecreation

MR. NIGAM PATEL6Mr. Punit Goenka, Director of Essel Group, is the CEO of Zee

Entertainment Limited and manages one of India's most successful

TV and Media businesses. He has an extensive and diversified

b ackg round i n t he a reas o f med ia , enter ta inment , and

telecommunications and has attended senior managementeducation programs in both Europe and the USA. He brings a fresh

andvaluablecontributiontotheBoard

MR. PUNIT GOENKA

Mr. Taneja is Managing Director and Founder of New Delhi based

Images Multimedia Pvt. Ltd., which publishes the country's leading

trade journals on fashion and retail. He is also Chairman of Images

Fashion Forum and India Retail Forum, which hosts India's leading

industryconferencesinthesefields.Asapioneeroforganisedretailin

IndiatheCompanybenefitssignificantlyfrom his insights

Co-Founderknownfor his entrepreneurial drive,he has led

the teams and been at the forefront of the brand creation

process. Active in strategy, structuring and investor

relationsheleadsnewbusinessinitiatives

Co-Founder Deep leadsfinance, treasury,administrationand

legal teams for the group, involving the development of

systems, p rocesses , human resources , information

technology and investment policy

MR. DEEP GUPTA3

Akhil leads all retail activities of the Provogue and

Promart divisions, driving future expansion plans, sales

and operating strategies and other retail business

development initiatives

MR. AKHIL CHATURVEDI4

MR. RAKESH RAWAT5

Mr. Hiranandani is the Managing Director and Founder of the

Hiranandani Group of Companies, a leader in Indian quality real

estate development. He has been honoured by the American

Concrete Institute for his excellence and contribution to the real

estate industry, particularly for adopting the best in foreign

technologytotheskillsofIndia'sengineeringandlabourartisans

MR. SURENDRAHIRANANDANI

Mr. Balwa has promoted Associated Hotels Limited and is also the

ManagingDirector ofBD&PHotels (India) Pvt. Ltd.which ownsthe Le

Meridian Hotel, Mumbai. With over a decade's experience in thehospitalityand construction industry,he provides theCompanywith

valuableinsightsintotheIndianRealEstatemarket

MR. SHAHID BALWA

MR.AMITABH TANEJA

Board of Directors

Founder and Managing Director. Nikhil is a visionary and

hands-on leader, who inspires all the teams with a passion

for service and single mindedness to build share-holder

valuewhichishisdrivingforce

MR. NIKHIL CHATURVEDI1

MR. SALIL CHATURVEDI2

EXECUTIVE DIRECTORS NON-EXECUTIVE DIRECTORS

Mr Bhargava is retired from the Indian Civil Services and holds a

bachelorsdegree inscienceand law. Heheldvarious positionsin the

Government sector over a career spanning 38 years including

membership o f the Cent ral Board of D irect Taxes (CBDT) .

Subsequently, he became a Member of the Securities Appellate

Tr ibunal (SAT). The Company benefits signif icant ly from

hisadvice

MR. ARUNBHARGAVA

Annual Report 2010


14/122

Our Vision

Provogue (India) Limited will evolve into aretail-centric group of branded businessesfocused on customer needs

12


15/122

Corporate Information

BOARD OF DIRECTORS

Nikhil Chaturvedi - Managing Director

Salil Chaturvedi - Executive DirectorDeep Gupta - Executive Director

Rakesh Rawat - Executive Director

Akhil Chaturvedi - Executive Director

Nigam Patel - Executive Director

Arun Bhargava - Non Executive Director

Punit Goenka - Non Executive Director

Surendra Hiranandani - Non Executive Director

Shahid Balwa - Non Executive Director

Amitabh Taneja - Non Executive Director

COMPANY SECRETARY

Mukesh Khetan

STATUTORY AUDITORS

Singrodia Goyal & Co.Chartered AccountantsA-201, Rajeshri Accord, Telly Cross LaneOff. S. N. Road, Andheri (E), Mumbai - 400 069

REGISTRAR & TRANSFERAGENT

Link Intime India Pvt. Ltd.C/13, Pannalal Silk Mills CompoundL.B.S. Road, Bhandup (W), Mumnbai - 400 078

REGISTERED& CORPORATE OFFICE

105/106, Provogue Housest1 Floor, Off New Link RoadAndheri (W), Mumbai - 400 053

BANKERS

Andhra BankCorporation BankHDFC Bank

Indusind Bank



16/122

Our Philosophy

Make your customer successful and thecompany will flourish

14


17/122

15

Our DNA

India's growing consumption story is the primedriver of the new Indian economy and retail,today,representsapproximatelytwo-thirdsofthisconsumption. Modern retail is still in its infancy in

India but is growing at almost three times the rateof the overall retail market. This is the marketuniverse in which Provogue (India) Limitedoperates - a high energy segment with years of s us ta in abl e g rowt h a he ad , f lu sh with opportunitiestoexploresolutionsandcreatevalue.

PROVOGUEDNAUnderstanding the rapidly evolving Indianconsumer andmeeting those needswith efficientand compelling offers is the essence of Provogue.We have many categories of customers to whichthis applies: our consumers, our suppliers, ourdistributors, our business partners as well as our

internal customers - our valued employees. Webelieve in a strong service culture and this strivingto serve the needs of all our stakeholderswill leadus to success together. This is the spirit of new

Indiaandisourdrivingforce.

Understanding the rapidly evolving Indianconsumer and meeting those needs with efficientand compelling offers is the essence of Provogue

Annual Report 2010


18/122

Our Business UnitsPROVOGUE BRAND

The Provogue brand continues its tradition as one of India's premier fashion

labels. We are continuously evolving garment designs, introducing new

categories, enhancing retail fit-outs and extending our reach through new

locations across the country.

PROZONE REGIONAL SHOPPING CENTRES

Prozone shopping centres are under development with the first scheduled to

open in October 2010. Close liaison with our joint-venture partner Liberty

International Plc, a UK FTSE-100 company with more than 30 years of experience

in retail infrastructure, is ensuring design, quality and safety measures to the

highest international standards.

RETAIL-CENTRIC MIXED USE DEVELOPMENTLand banks upon which retail infrastructure is being developed present

opportunities to unlock additional value through mixed use development.

Prozone is enhancing its real estate portfolio with the addition of commercial,

hospitality and residential developments.

16


19/122

INDIANCONSUMPTION

STORY

RETAILPORTFOLIO

INTANGIBLEASSETS

PROPERTYYIELDS

17

Our Business Model

RETAIL BRANDS BUILD INTANGIBLE ASSETS, RETAIL FORMATS BUILD APORTFOLIO OF EXPERIENCE AND INVESTMENTS IN RETAILINFRASTRUCTURE LEAD TO PROPERTY YIELDS

The Provoguebusiness model is built upon three platformseach of which involve a longterm ownership strategy designed around the Indian consumption story. Retail brandsbuild intangible assets, retail formats build a portfolio of experience and investments inretail infrastructure today will develop high property yields in the future. The balance of

these three businesses is designed to both optimise and smoothen earnings and toleverage our knowledge and experience of the Indian retail market.

Annual Report 2010


20/122

18

Provogue operates across 350 doors in Indiaand will add another 100 this year


21/122

19

Investments in the Brand over the past few yearshas ensured that up to date infrastructure in boththe front and back ends of the business is wellembedded. Ourlearnings over thepast fewyearshas resulted in a mature business model that isnow primed for the next phase of growth. Themomentum in the organized retail sector, which is forecastto grow from 7%of total retailto over 15% within 3 years, combined with acorrection in retai l rents re inforces thedecisionto goforan aggressivenext phaseof

distributionexpansionthisyear.

At the end of the last financial year we werepresent in 70 markets pan-India operatingthrough about 350 doors, comprising 127 ofourown stores, 119 shop-in-shopswith India'sleading department stores and the balancethrough mult i brand outlets (MBOs) and licensed wholesalers. We will add another 100doors thisyear, themajority ofwhichwillbe ourown stores in the Studio and Mega StoreFormats. Approximately 60 locations havea lready been identi fied and a re underdevelopment.

To be alignedwith our new brand identityall the older stores are under anintensive refurbishmentprogrammethat will be completed during thecoming year. International storedesigners have been engaged to bring in world-class styling and fit-outs.

Annual Report 2010


22/122

To build deeper market penetration and enhance productcategories further wehave entered a series of Joint VenturesandLicensing agreements for thebrandwhich is successfullyreaching moreandmore ofthemassmarket in locations andmarketsthatwouldotherwisebedifficulttoreachalone.

Our manufacturing assets have been augmented with theopening of a new garment making plant in HimachelPradesh, bringing our total manufacturing capacity to over 1million pieces per annum. This captive manufacturingimproves ourtime tomarketand isgearedto ourfast-movinglines. We continue to outsource the remaining garment

manufacturingwithaclose-knitgroupofspecialtyvendors.

Finally thesupplychainhasbeen fully SAPenabled in thepasttwelve months. This improves the decision making processandthe time tomarketwith resultant gains in efficienciesandbetterstore replenishment timelines. Everythingwedo in theProvogue Brand is geared tomeet thewants andneedsofourconsumersintherapidlyevolvingnewIndiamarket.

This will ensure that we meet and exceed consumerexpectations for a rewarding and contemporary experiencewhile shopping. Provogue has built its reputation as a leaderin Indian fashion and we will maintain this position as adestinat ion for consumers looking for the best incontemporary Indian lifestyle choices.

Our in house design team has been augmented throughliaisons with some of India's leading fashion designers. Wealso visit key international fashion markets each season. Thecombination of these initiatives is ensuring that ourcollections are critically aligned with global fashion trends

and are relevantto the tastes and fits ofthe Indian consumer.Brand new collections and accessories for men and womenare launched twice a year and in-between we haveintroduced spotlightmini-collectionsto keep thestoresfreshfor every consumer visit. New product categories will beintroduced this year, with a major focus on denim and theaccessories range will be augmented with a high-endwristwatchcollection.

20

Provogue Brand


23/122



24/122

22

Our first regional shopping centre will openin October 2010... and will pave the way for anew era in the evolution of Provogue.


25/122

23

Prozone Enterprises Pvt Limited is a joint venturebetweenProvogue (India) Limitedand

Capital Shopping Centres Group Plc of the UK(Formerly Liberty International). Liberty International P lc was r enamed Cap ital Shopping Centres Group Plc upon thedemerger of its central London business into aseparate listed company, Capital & Counties.CSC is one of the UK's largest listed propertycompanies,arealestateinvestmenttrust(REIT)and a constituent of the FTSE-100 Index of theUK's leading listed companies. CSC has over 30years of experience in developing retai linfrastructure assets and own and operate 9 oftheUK'stop21shoppingcentres.

PROZONESTRATEGYThe Prozone-CSClong term strategy is to builda portfolio of retail-centric property assets inprime urban locationspan India. Prozone aimsto build a leading position as an owner,manager and developer of prime Indian regional shopping centres through a mix ofretail, catering and leisure facilities, creating acompelling choice for both retailers and themodernIndianshopper.

Inadditionto itsportfolio of ShoppingCentres,Prozone-CSC is developing related mixed-usedevelopments of Office Blocks, Hotels and

Residential Communities on land adjacent tothe retail infrastructure.

Annual Report 2010


26/122

Regional Shopping Centres

secured and we plan to bring our retail infrastructure assetportfolio up to 6 operating regional shopping centreswithinfiveyears.

It's all in the detail.Webelievethat specialist developers witha single minded focus on the details will deliver the bestshopping centres providing optimal long term rewards invalue. Details in design around the needs of both the retailerand the consumer; details on internal infrastructure such ascar parking, amenities, services and access roads; details onshoplayoutsand themix of tenants;detailson safety systemsandcare facilities forthe handicapped, small childrenand the

elderly; details on entertainment and refreshment locations;details on ease of access for deliveries and facilities for thestaff and employees who will make it their career to work inourCentres.

Construct ion of the f ir st reg ional shopping centredevelopment in Aurangabad with approximately 800,000square feet of shops, restaurantsand entertainmenthasbeencompleted and is in the fit-out stage. Prozone Aurangabadwill open inOctober 2010 and will pave the way for a new eraintheevolutionofProvogue.

With our partners, CSC, we have put major emphasis ongetting our first shopping centre right the first time, withinbuilt ability to serve a community long into the future. Wearealsoworkingcloselywiththe local authorities to optimisevalue to local communities and tomake it a true destination

fortouristsandresidentsinawidecatchmentarea.

The next two developments in Nagpur and Coimbatore arewell advanced in terms of design and architecture and weexpect to start construction on both projects before the endof this fiscal year. In additionthree other locations have been

24


27/122



28/122

venture development or to sell these finished assets. Thesedecisions will be made in the best interests of the Companyonacase-by-casebasis.

Retail infrastructure assets have a stickiness over the longterm because retailers are reluctant to move locations awayfromastrongconsolidatedfootfalldriverandtheircustomersbecome accustomed to shopping in a large engagingmodern environment. In addition high replacement costsand consistent rental increases over and above the averageeconomic growth can lead to attractive yield compression.Capital Shopping Centres for example have experienced an

averageyear-on yeargrowth in lease income from tenants of7% over a 25 year period, compared to general economicgrowthofonly2%overthesameperiod.

We have successfully established Provogue in the retail-centric property field and look forward t adding significantvalue to the Company as these plans outlined abovematerializeoverthenextfewyears.

Regional Shopping Centres traditionally become a magnetfornew urban developmentincluding offices, residential andhospital ity. To capitalize on our investments in retail infrastructure, we have acquired sufficient land around theShopping Centre plots to enable our own development inthese mixed-use assets and add significant value to thebusinessasawhole.

Experience from the first development in Aurangabad hasproven that people will want to live nearby great retail andentertainment destinations. Companies too, are keen tomove their offices into these environments and hotels

servingbothbusinessand leisuretravelerswant tobe locatedwithinthevicinity.

We have the opportunity to sell residential and some selectadjacent land parcels to provide sufficient income to retirethe Shopping Centre development loans and leave a debtfree asset in perpetuity. We have the choice to either leaseOffices and Hotels to operates ourselves, enter into a joint

26

Retail-Centric Mixed Use Development


29/122



30/122

Background onCapital Shopping Centres Group PLC

Braehead Glasgow;The Harlequin,Watford;and TheArndale,Manchester.

CSC's strategy is tomaintain a market leading position as anactive owner, manager and developer of prime UK regionalshopping centres . CSC undertakes asset and centremanagement initiatives across its existingcentres, combinedwith selective acquisitions and disposals, with the aim ofdelivering strong long-term returnsfor shareholders throughincomeandcapitalgrowth.CSCiscommittedtoactivetenantmanagement and ongoing investment in its shoppingcentres with the aim of creating, through a mix of retail, catering and leisure facilities, a compelling choice for bothretailersandtheshoppingpublic.

Liberty International PLC was renamed Capital ShoppingCentres Group PLC on 7 May 2010 upon the demerger of its

central London business into a separate listed company,Capital&Counties.

Capital ShoppingCentresGroupPLC is oneof theUK's largestlisted property companies, a real estate investment trust(REIT) and a constituent of the FTSE-100 Index of the UK'sleading listed companies. On a pro-forma post merger basis,at 31 December 2009, adjusted, diluted shareholders' fundsamounted to 2.1 billion and Capital Shopping CentresGroup PLC owned 5.0 billion of properties. It is the leadingUK shopping centre business with focus on prime assetsincluding Lakeside Thurrock; Metrocentre, Gateshead;

13.8MILLIONSQ.FT.OFRETAILSPACE

13COMPLETEDCENTRES-INCLUDING9OFTHEUK'STOP30

OVER2,000SHOPSANDSTORES

275MILLIONCUSTOMERVISITSPERYEAR

28


31/122

Capital Shopping Centres Group PLC have appointed two of their most senior Directors to the Board

of Prozone Enterprises Pvt Ltd, namely Mr David Fischel, Chief Executive and Mr John Abel, Director.

Joined the group in 1985, appointed Finance Director in 1988, Managing Director in 1992 and

Chief Executive in March 2001. Throughout his career with the group, he has been closely

involved with its corporate development, including its shopping centre business. He wasappointed Non-executive Director of Capital & Counties Properties PLC on its demerger from

thegroupinMay2010.

David Fischel, Chief Executive, Capital Shopping Centres Group PLC

Joined theLiberty InternationalGroup in1972and wasappointed anExecutive Director in 2000.

He was appointed a Director of Capital Shopping Centres in 1994 and Managing Director of

Capital ShoppingCentres in September 2005 He has been integrally involvedwith the group's

shopping centre activities from its very first major development, The Victoria Centre,

Nottingham,whichopenedintheearly1970s.

John Abel,Director, Capital Shopping Centres Group PLC

29


32/122

Financial Highlights

Earnings Per Share(Rs.)

20

06-07

20

07-08

20

08-09

11.93 13.59 2.59* 2.45

20

09-10

*Sh

aresweresplit5:1inOctober2008

PROFIT AND LOSS ACCOUNT

2007-08 2008-09 2009-10 2007-08 2008-09 2009-10

Operational Income 33,752 36,356 49,329 33,656 35,973 48,067

Other Income 1,220 8,283 2,621 913 2,626 2,074

Total Income 34,972 44,639 51,950 34,569 38,599 50,141

Decrease / (Increase) in Stocks (3,233) (1,110) (3,082) (3,233) (1,101) (2,658)

Cost of Raw Material Consumed/ Good Sold 21,429 21,502 33,970 21,429 21,545 32,709

Personnel Expenses 1,414 1,635 1,950 1,357 1,523 1,661

Manufacturing & Other Expenses 9,702 11,804 12,336 9,287 10,154 11,229

Interest & Financial Charges 1,680 1,511 2,002 1,642 1,497 1,995

Depreciation 844 1,126 1,464 811 951 1,228

Total Expenses 31,836 36,468 48,640 31,293 34,569 46,165

Profit before tax and prior period adjustments 3,136 8,171 3,310 3,276 4,030 3,976

Prior Period items (16) 2 43 (16) 4 38

Profit Before Tax 3,120 8,173 3,353 3,260 4,034 4,015

Tax provisions 641 1,077 1,222 680 1,088 1,179

Profit After Tax 2,479 7,096 2,131 2,580 2,945 2,835

CONSOLIDATED STANDALONE

(Rs. in Lacs)

30

Total Income(Rs. in Lacs)

2009-10

50,141

2008-09

38,599

2007-08

34,569

2006-07

24,039

PAT(Rs. in Lacs)

20

09-10

2,835

20

08-09

2,945

20

07-08

2,580

20

06-07

1,960

EBIDTA (Rs. in Lacs)

2006-07

3,416 6,478.35

2009-10

7,199.26

2007-08

5,729

2008-09


33/122

31

Debt Equity(Ratio)

20

07-08

20

09-10

0.21 0.46 0.22 0.31

20

06-07

20

08-09

Net Worth(Rs. in Lacs)

20

09-10

70,260

20

08-09

68,931

20

07-08

32,016

20

06-07

26,258

2007-08 2008-09 2009-10 2007-08 2008-09 2009-10

Sources of Funds

Equity share capital 2,000 2,328 2,827 2,000 2,328 2,287

Share application money 2,738 47 47 - - -

Share Warrants 405 1,632 - 405 1,632 -

Reserves & Surplus 39,440 78,849 80,838 29,611 64,971 67,973

NetWorth 44,583 82,856 83,171 32,016 68,931 70,260

Minority Interest 12,078 23,224 21,238 - - -

Secured Loans 18,887 22,707 37,692 13,313 14,503 21,190

Unsecured Loans 2,576 2,303 1,901 1,481 863 780

Total Loans 21,463 25,010 39,593 14,794 15,366 21,970

Total Liabilities 78,124 131,090 144,002 46,810 84,297 92,230

Application of Funds

Fixed Assets

Gross Block 25,269 33,283 39,493 6,198 9,018 10,545

Less : Depreciation 2,020 3,216 4,402 1,844 2,780 3,645

Net Block 23,249 30,067 35,091 4,354 6,238 6,900

Capital work in progress

including capital advances 16,135 22,703 29,804 40 1,203 45

Share in joint ventures 187 140 140 - - -

Goodwill on Consolidation 3,827 5,427 8,485 - - -

Investments 4,317 19,566 11,061 14,221 34,639 28,986

Deferred Tax assets 243 404 474 137 208 239

CurrentAssets

Inventories 15,367 18,958 22,469 15,367 18,939 22,036

Sundry Debtors 7,790 9,313 15,143 7,388 9,129 14,099

Cash & Bank Balances 3,926 6,352 4,143 2,694 1,318 2,984

Loans & Advances 12,585 24,640 26,585 9,260 17,917 23,513

Total Current Assets 39,668 59,264 68,339 34,709 47,303 62,633

Less : Current Liabilities & Provisions 9,502 6,481 9,392 6,651 5,293 6,573

Net Current Assets 30,166 52,783 58,947 28,058 42,009 56,060

Total Assets 78,124 131,090 144,002 46,810 84,297 92,230

BALANCE SHEET CONSOLIDATED STANDALONE

(Rs. in Lacs)

Annual Report 2010


34/122

Corporate SocialResponsibility Programme

VDIS INSTITUTE

With an objective of providing a platform to showcase thetalent of special children in society, VDISMR in associationwi th PROVOGUE a nd ROTARY CLUB OF BOMBAY NORTHWEST o rganised ' BIG WONDERS ', an annua lprogramme at the Indian Education Society, supported byBollywoodactorVivekOberoiandfilmdirectorAnilSharma.

Big Wonders is a unique opportunity for children studying atVDISMR to display their capabilities of organising, hostingand performing an event all by themselves. The show hadexcellent dance and song performances by 60 children and

was attended by over 300 people. The audience was leftmesmerized by the graceful dance movements andmelodious songperformancesof these speciallygifted kids.

Sharing her experience of the event Dr. Hemlata Dhoot,Principal, VDISMR said, We work on removing the burden oftraditional subjects and concentrate on performance areaslike sports and games, music and dance, painting andhandicrafts.Thesearethewaytomakethedisabledable.

SPECIAL

CHILDREN IN INDIA

LIFE IS A CELEBRATION AT

BIG WONDERS

32


35/122

VDISMR is one of the few societies in Mumbai which coversthe entire spectrum from training and rehabilitation ofspecial children to systematic medical research for cures tothesediseases. Someoftheprogrammeson offer are SpecialEducation, Vocational Rehabilitation, Training and InfantCare among others. Facilities such as Teachers TrainingProgrammes, a Recreation Centre, and a Gymnasium arealsolocatedwithinthe centre.

Students range in age groups from infants to 18 years, when

they are considered rehabilitated and ready to enter societyas productive individuals. Presently,more than500 studentsarebenefittingfromvarious services. Scientific processes andsystematic training grooms children to reach higher levels ofexpertise inwhateveractivities theyundertake,helping themtobecomemore selfconfident and self-reliant.Many of thesechildrencome from economically disadvantaged homes andonly a part of their costs and expenses are covered throughgovernment grantsandparentalcontributions.

The success of the rehabilitation programme is evidentthrough childrenmastering a variety of skills thatothers takefor granted such as singing, public speaking, and vocationalskills. VDISMR students have won sport competitions inMumbai and have received medals at the World SummerGames held in the USA and China. The Big Wonder musicalshowhasbeena smash hitwithover40 showsinMumbai andonein Bangkok,Thailand.

Ambitious plans for the future involve Residential Facilities

for Male and Female Training and Care Groups, initiation ofPublic andPrivatePartnerships to ensure financial support ofthe wards, Centralized Marketing and Networking of thegoodspreparedbyourstudentsandInvestmentsinStemCelltherapyto assist specialchildren.

VALABHDAS DAGARA

INDIAN SOCIETY

For more information on the VDISMR or to make a donation, please contact www.vdis.org



36/122

34


37/122

Financial Section



38/122

Notice

Notice isherebygiventhatthe14thAnnualGeneralMeetingof the members of Provogue (India) Limited will be held onFriday, 24th September, 2010, at 11.00 A.M. at Colonial Hall,

The Club, D. N. Nagar, Andheri (W) Mumbai - 400 053 totransactthe followingbusiness:

1) To receive, consider and adopt the audited BalanceSheet as at 31st March, 2010, the Profit & LossAccountandCashFlowStatementfortheyearendedon that date along with the Schedules and theReportsof theDirectors andAuditors thereon.

2) To declaredividendonthe Equity Shares.

3) To appointa Director in placeofMr. AkhilChaturvedi,who retires by rotation and being eligible, offershimselfforre-appointment.

4) To appoint a Director in place of Mr. Rakesh Rawat,who retires by rotation and being eligible, offershimselfforre-appointment.

5) To appoint a Director in place of Mr. Nigam Patel,who retires by rotation and being eligible, offershimselfforre-appointment.

6) To re-appoint M/s Singrodia Goyal & Co., CharteredAccountants as Statutory Auditors of the Companywho shall hold office from the conclusion of this

Annual General Meeting until the conclusion of thenext Annual General Meeting and fix theirremuneration.

7) To consider and if thought fit to pass the followingresolution,withorwithout modification,as anOrdinaryResolution:

RESOLVED THAT Mr. Punit Goenka who wasappointed as an Additional Director by way ofCircular resolution dated 27th November, 2009 andwho holds office up to the date of this AnnualGeneral Meeting and in respect of whom the

Company has received a notice inwriting proposinghis candidature for the office of Director undersection 257 of the Companies Act, 1956 be and ishereby appointed as Director of the Company liabletoretirebyrotation.

8) To consider and if thought fit, to pass, the followingresolutionasanOrdinaryResolution: RESOLVED THAT pursuant to the provisions ofSections 198, 269, 309, 310, Schedule XIII and allother applicable provisions, if any, of the CompaniesAct, 1956, (the Act) including any statutorymodification or re-enactment thereof, for the time

ASORDINARYBUSINESS:

ASSPECIALBUSINESS:

beingin force, and all otherapplicableguidelines formanagerial remuneration issued by the CentralGovernment from time to time or any other law and

subjectto such conditionsasmay beimposedby anyauthoritywhilegrantingsuch consent(s), approval(s)and permission(s) and as are agreed to by the Boardof Directors (hereinafter referred to as the Board,which term shall be deemed to include anyCommittee thereof and any person, authorized bythe Board in this behalf), consent of the Members beand is hereby accorded to the re-appointment ofMr. Nikhil Chaturvedi as Managing Director of theCompany for a period of 5 years with effect from 1stApril, 2010 and the terms and conditions ofre-appointmentas setout below:

A. Salary:InthegradeofRs.6,00,000-Rs.10,00,000 permonth

B. Commission: such amount for each accounting yearasmaybe decidedbytheBoard subject totheoveralllimit(s)asstatedinpointNo.C

C. The total remuneration including salary, allowances,perquisites and commission shall not exceed thelimit(s) as specified in Schedule XIII to the CompaniesAct,1956.

D. Subject to superintendence, control and direction oftheBoard,heshallperformsuchdutiesand functionsaswould be commensurate with his position as the

Managing Director of the Company and as may bedelegatedbytheBoardfromtimetotime.

E. The Company or he shall be entitled to terminate thisappointment by giving six months notice in writing orinlieu of notice, paymentby the Companyor byhim tothe Company, equivalent to six months last drawnremunerationsubject to commission included in suchremuneration being restricted to 50% of the commission paid in respect of the immediatelyprecedingaccountingyear

RESOLVED FURTHER THAT notwithstandinganything contained herein above, where, in any

fi nancia l y ea r duri ng the c urrency of t hi sappointment, the Company has noprofitsor its profitsare inadequate the remuneration payable to theWhole time Directors as salary, perquisites and anyotherallowances shallbe governedby, and besubjectto the ceilings provided under Section II of Part II ofScheduleXIIIoftheCompaniesAct,1956orsuchotherlimit as may be prescribed by the Government fromtimetotimeasminimumremuneration.

RESOLVED FURTHERTHAT the Boardof Directorsbeand ishereby authorised totakeallsuchsteps asmaybe necessary, proper or expedient to give effect tothisresolution.

36


39/122

Notice

9. To consider and if thought fit, to pass, the followingresolutionasanOrdinaryResolution:

"RESOLVED THAT pursuant to the provisions ofSections 198, 269, 309, 310, Schedule XIII and all otherapplicable provisions, if any, of the Companies Act,1956, ("theAct") includinganystatutorymodificationorre-enactmentthereof,forthetimebeing inforce,andallo ther appli cable guide lines for manager ia lremuneration issued by the Central Government fromtime to time or any other law and subject to suchconditions as may be imposed by any authority whilegrantingsuch consent(s), approval(s) andpermission(s)and as are agreed to by the Board of Directors(hereinafter referred to as the Board, which term shallbedeemed to include any Committee thereof and anyperson,authorizedby theBoard in thisbehalf),consentof the Members be and is hereby accorded to theappointment of Mr. Salil Chaturvedi as Dy. ManagingDirector of the Company for a period of 5 years witheffect from1stApril, 2010andthetermsand conditionsofappointmentassetoutbelow:

A. Salary : In the grade of Rs.3,00,000 - Rs.6,00,000 permonth

B. Commission: such amount for each accounting yearasmaybe decidedby the Boardsubject totheoveralllimit(s)asstatedinpointNo.C

C. The total remuneration including salary, allowances,perquisites and commission shall not exceed thelimit(s) as specifiedin ScheduleXIII to theCompaniesAct,1956.

D. Subject tosuperintendence, control and direction ofthe Board, he shall perform such duties andfunctions as would be commensurate with hisposition as the Dy. Managing Director of theCompany and as may be delegated by the Boardfromtimetotime.

E. The Company or he shall be entitled to terminate thisappointment by giving six months notice inwriting or

in lieuof notice,payment bythe Companyor by him tothe Company, equivalent to six months last drawnremunerationsubject to commission included in suchremuneration being restricted to 50% of thecommission paid in respect of the immediatelyprecedingaccountingyear."

RESOLVED FURTHER THAT notwithstandinganything contained herein above, where, in anyf in anc ial ye ar du ring the c urr ency of th is appointment,theCompanyhas noprofitsor its profitsare inadequate the remuneration payable to theWhole time Directors as salary, perquisites and anyotherallowances shallbe governedby, and besubject

to the ceilings provided under Section II of Part II ofScheduleXIIIoftheCompaniesAct,1956orsuchotherlimit as may be prescribed by the Government from

timetotimeasminimumremuneration.

RESOLVED FURTHERTHAT the Boardof Directors beand isherebyauthorizedto takeall such stepsasmaybe necessary, proper or expedient to give effect tothisresolution."

10. To consider and if thought fit, to pass, the followingresolution asanOrdinaryResolution:

"RESOLVED THAT pursuant to the provisions ofSections 198, 269, 309, 310, Schedule XIII and all other applicable provisions, if any, of theCompanies Act, 1956, ("the Act") including any

statutory modification or re-enactment thereof, forthe time being in force, and all other applicableguidelines for managerial remuneration issued bythe Central Government from time to time or anyother law and subject to such conditions as may beimposed by any authority while granting suchconsent(s),approval(s)andpermission(s)andasareagreed to by the Board of Directors (hereinafterreferred to as the Board, which term shall bedeemed to include anyCommittee thereof and anyperson, authorized by the Board in this behalf),consent oftheMembers beand ishereby accordedto the re-appointment ofMr. Deep Gupta as WholetimeDirector oftheCompany for a period of5 yearswith effect from 1st April, 2010 and the terms andconditionsofre-appointmentassetoutbelow:

A. Salary: In the grade of Rs.3,00,000 - Rs.6,00,000 per month.



D. Subject tosuperintendence,controland direction ofthe Board, he shall perform such duties andfunctions as would be commensurate with hisposition as a Whole time Director of the Companyand as may be delegated by the Board from time totime.

E. TheCompany or he shall beentitled to terminatethisappointment by giving six months notice in writingor in lieu of notice, payment by the Company or byhim to the Company, equivalent to six months lastdrawn remunerat ion subject to commiss ionincluded in such remuneration being restricted to

Annual Report 201037


40/122

Notice

50% of the commission paid in respect of theimmediatelyprecedingaccountingyear.

RESOLVEDFURTHERTHAT notwithstandinganythingcontained herein above, where, in any financial yearduring the currency of this appointment, theCompany has no profits or its profits are inadequatethe remunerationpayable to theWholetime Directorsassalary,perquisitesandanyotherallowancesshallbegoverned by, and be subject to the ceilings providedunder Section II of Part II of Schedule XIII of theCompanies Act, 1956 or such other limit as may beprescribed by the Government from time to time asminimumremuneration.

RESOLVED FURTHER THAT the Boardof Directors beand ishereby authorized totakeallsuchsteps asmay

be necessary, proper or expedient to give effect tothisresolution."


"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII and all otherapplicable provisions, if any, of the Companies Act,1956, ("the Act") including any statutory modificationor re-enactment thereof, for the time being in force,and all other applicable guidelines for managerialremuneration issued by the Central Government from time to time orany otherlaw and subject tosuch

conditions as may be imposed by any authoritywhile granting such consent(s), approval(s) andpermission(s) and as are agreed to by the Board ofDirectors (hereinafter referred to as the Board, which term shall be deemed to include anyCommittee thereofand anyperson, authorized by theBoard in this behalf), consent of the Members be andis hereby accorded to the re-appointment ofMr. Akhil Chaturvedi as Whole time Director of theCompany for a period of 5 years with effect from 1stApril, 2010 and the terms and conditions of re-appointmentassetoutbelow:

A. Salary : In the grade of Rs.3,00,000 - Rs.6,00,000 per

month

B. Commission: such amount for each accounting yearasmaybedecidedbytheBoardsubjecttotheoveralllimit(s)asstatedinpointNo.C

C. The total remuneration including salary, allowances,perquisites and commission shall not exceed thelimit(s) as specified in ScheduleXIII to theCompaniesAct,1956.

D. Subject to superintendence, control and direction oftheBoard,he shall performsuchdutiesand functionsas would be commensurate with his position as a

Whole time Director of the Company and as may bedelegatedbytheBoardfromtimetotime.

E. TheCompany or he shall beentitled to terminatethisappointment by giving six months notice in writingor in lieu of notice, payment by the Company or byhim to the Company, equivalent to six months lastdrawn remunerat ion subject to commiss ionincluded in such remuneration being restricted to50% of the commission paid in respect of theimmediatelyprecedingaccountingyear.

RESOLVED FURTHER THAT notwithstandinganything contained herein above, where, in anyfi nancia l y ear duri ng the c urrency of t hi sappointment, the Company has noprofitsor its profitsare inadequate the remuneration payable to the

Whole time Directors as salary, perquisites and anyotherallowances shallbe governedby, and besubjectto the ceilings provided under Section II of Part II ofScheduleXIIIoftheCompaniesAct,1956orsuchotherlimit as may be prescribed by the Government fromtimetotimeasminimumremuneration.

RESOLVED FURTHERTHAT the Boardof Directorsbeand isherebyauthorizedto take all such stepsasmaybe necessary, proper or expedient to give effect tothisresolution."


"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions, if any, of theCompanies Act, 1956, ("the Act") including anystatutory modificationor re-enactment thereof, forthe time being in force, and all other applicableguidelines for managerial remuneration issued bythe Central Government from time to time or anyother law and subject tosuch conditions asmay beimposed by any authority while granting suchconsent(s), approval(s)and permission(s)and as areagreed to by the Board of Directors (hereinafterreferred to as the Board, which term shall bedeemed to include anyCommittee thereof and anyperson, authorised by the Board in this behalf),consent oftheMembers beand ishereby accordedto the re-appointment ofMr. NigamPatel asWholetimeDirectorof the Company for aperiodof 5 yearswith effect from 1st April, 2010 and the terms andconditionsofre-appointmentassetoutbelow:

A. Salary: In the grade of Rs.3,00,000 - Rs.6,00,000 permonth.


38


41/122

Notice

C. The total remuneration including salary, allowances,perquisites and commission shall not exceed thelimit(s) as specifiedin ScheduleXIII to theCompanies

Act,1956.

D. Subject to superintendence, control and direction oftheBoard,he shall performsuchdutiesand functionsas would be commensurate with his position as a Whole time Director of the Company and as may bedelegatedbytheBoardfromtimetotime.

E. TheCompany or he shall beentitled to terminatethisappointment by giving six months notice in writingor in lieu of notice, payment by the Company or byhim to the Company, equivalent to six months lastdrawn remunerat ion subject to commiss ionincluded in such remuneration being restricted to

50% of the commission paid in respect of theimmediately precedingaccounting year.

RESOLVED FURTHER THAT notwithstandinganything contained herein above, where, in anyfi nancial ye ar duri ng the c urrency of t hi sappointment, the Company has no profits or itsprofits are inadequate the remuneration payable tothe Whole time Directors as salary, perquisites andany other allowances shall be governed by, and besubject to the ceilings provided under Section II ofPart II of Schedule XIII of the Companies Act, 1956 orsuch other limit as may be prescribed by theGovernment from time to time as minimum

remuneration.

RESOLVEDFURTHERTHATtheBoardofDirectorsbeandis hereby authorised to take all such steps as may benecessary, proper or expedient to give effect to thisresolution."


"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII and all other applic able provisions, if any, of theCompanies Act, 1956, ("the Act") including any

statutory modification or re-enactment thereof, forthe time being in force, and all other applicableguidelines for managerial remuneration issued bythe Central Government from time to time or anyother law and subject to such conditions asmay beimposed by any authority while granting suchconsent(s), approval(s) andpermission(s) andas areagreed to by the Board of Directors (hereinafterreferred to as the Board, which term shall bedeemed to include any Committee thereof and anyperson, authorised by the Board in this behalf),consent of the Members be and ishereby accordedto the re-appointment of Mr. Rakesh Rawat asWholetimeDirector ofthe Company for a period of

5 years with effect from 1st Apri l, 2010 and theterms and conditions of re-appointment as set outbelow:

A. Salary: In the grade of Rs.3,00,000 - Rs.6,00,000 per month.



D. Subject to superintendence, control and direction of

the Board, he shall perform such duties and functionsas would be commensurate with his position as a Whole time Director of the Company and as may bedelegatedbytheBoardfromtimetotime.

E. TheCompany or he shall beentitled to terminatethisappointment by giving six months notice in writingor in lieu of notice, payment by the Company or byhim to the Company, equivalent to six months lastdrawn remunerat ion subject to commiss ionincluded in such remuneration being restricted to50% of the commission paid in respect of theimmediatelyprecedingaccountingyear.

RESOLVED FURTHER THAT notwithstandinganything contained herein above, where, in anyf in anc ial y ea r duri ng the cu rrency of thi sappointment, the Company has no profits or itsprofits are inadequate the remuneration payable tothe Whole time Directors as salary, perquisites andany other allowances shall be governed by, and besubject to the ceilings provided under Section II ofPart II of Schedule XIII of the Companies Act, 1956 orsuch other limit as may be prescribed by theGovernment from time to time as minimumremuneration.

14 To consider and, if thought fit, to pass, with or

withoutmodification(s), thefollowingresolutionas aSpecialResolution;

"RESOLVED THAT pursuant to the provisions ofSection81(1A) andall other applicable provisions,if any, of the Companies Act, 1956 ("the Act"), andin accordance with the provisions of theMemorandum and Articles of Association of theCompany, p rovi sions of t he Securi ti es andExchange Board of India (Employees Stock OptionScheme and Employees Stock Purchase Scheme)Gui de li ne s, 1 999 ( "t he E SOP Gui de li ne s" )[ including any statutory modification(s) or re-enactment of the Act or the ESOP Guidelines for



42/122

Notice

the time being in force], the Listing Agreement entered into with the Stock Exchanges where thesecurit ies of the Company are li sted or other

relevant authority, from time to time, tothe extentapplicable and subject to such other conditionsand modifications as may be prescribed orimpos ed whi le g ra nt in g s uch a pp ro va ls ,permissions and sanctions, which may be agreedto by the Board of Directors of the Company(hereinafter referred to as "the Board" which termshall be deemed to include any Committeei nc ludi ng R emuner at ion & Compens at ionCommittee to exercise its powers, including thepowers,conferredby this resolution), theBoard beand is hereby authorized to amend, create, offer, issue and allot at any time to or to the benefit ofsuch person(s) who are in employment of the Company and its subsidiaries, including Directorsof the Company, whether working in India or ab road or o the rw ise , e xcept the P romote rDirectors, under the Employee Stock Opt ionScheme - 2010 (hereinafter referred to as the"Provogue ESOP 2010"], such number of equitys ha re s a nd /o r e qu it y l in ked i ns tr umen ts (including Options/Warrants), and/or any otherinstruments or securities (hereinafter collectivelyreferred to as "Securities") which shall not exceedf ive percent of the i ssued equity shares of theCompany as on the date of grant of option(s) convertible into equivalent number of Securities,

at such price, inone or more tranches and onsuchterms and conditions as may be fixed or determined by the Board/Committee.

"RESOLVED FURTHER THAT the said Securities mayb e g ra n t ed /a l l o t te d d i r ec t l y t o s uc h employees/directors of the Company in accordancewith the Provogue ESOP 2010 framed and tabledbefore the Board or Provogue ESOP 2010 framedthrough a trust which may be set up by theBoard/Committee of Directors of the Company inanypermissiblemanner

"RESOLVED FURTHERTHAT the issueof Securities to

any non-res ident employee(s) , non-res identDirector(s) shall be subject to such approvals, permissions or consents as may be necessary fromReserve Bank of Indiaor any other relevant authorityin thisregard.

"RESOLVED FURTHERTHAT the new equity shares tobe issued and allotted by the Company in themanner aforesaid shall rank pari passu in all respectswiththeexistingequitysharesoftheCompany.

"RESOLVED FURTHER THAT the Company shallconform to the accounting policies prescribed fromtimeto timeunder theESOPGuidelines.

"RESOLVED FURTHER THAT the Board be and ishereby authorized to take necessary steps for listingof the Securities allotted upon exercise under the

ProvogueESOP 2010, onthe stock exchanges wherethe Company's shares are listed asper the terms andconditions of the listing agreement entered intowith the stock exchanges and other applicable guidelines,rulesandregulations.

"RESOLVED FURTHER THAT for the purpose ofgiving effect to any creation,offer, issue or allotmentor listing of the Securities under the Provogue ESOP2010 or through trust, the Board/Committee be andis hereby authorized on behalf of the Company toevolve, decide upon and bring in to effect and makeanymodifications,changes, variations, alterations or

revisions in the said Provogue ESOP 2010 or tosuspend, withdraw or revive the Provogue ESOP2010 from time to time as per the discretion of theBoard/Committee and to do all such acts, deeds,mattersand things as itmay in itsabsolutediscretiondeem fit or necessary or desirable for such purposeand with power on behalf of the Company to settleany issues, questions, difficulties or doubts that mayari se in this regard w ithout requiring the Board/Committee to secure any further consent orapprovaloftheshareholdersoftheCompany".

RESOLVED FURTHER THAT the Board be and ishereby authorized to delegate all or any of the

powers herein conferred to any Committee ofDirectors, orChairmanof theCompany."

15. To consider and, if thought fit, to pass, with orwithoutmodification(s),the followingresolutionasaSpecialResolution;

"RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable provisions, ifany, of the Companies Act, 1956 ("the Act"), and inaccordancewiththe provisions of theMemorandumand Articles of Association of the Company,provisions of the Securities and Exchange Board ofIndia (Employees S tock Option Scheme and

Employees Stock Purchase Scheme) Guidelines, 1999 ( "the ESOP Guidelines") [ including any statutory modification(s) or re-enactment of the Actor the ESOP Guidelines for the time being in force],the Listing Agreement entered into with the StockExchanges where the securities of the Company arelisted or other relevant authority, from time to time,to the extent applicable and subject to such otherconditions and modifications as may be prescribedo r imposed whi le g rant ing such approva ls ,permissions and sanctions, whichmay be agreed toby the Board of Directors of the Company(hereinafter referred to as "the Board" which termshall bedeemed toincludeanyCommittee including

40


43/122

Notice

Remuneration & Compensation Committee toe xe rc is e it s power s, i nc luding the power s,conferred by this resolution), the Board is be and

hereby authorized to amend, create, offer, issueand allot at any time to or to the benefit of suchperson(s) whoare inpermanent employment of theSubsidiary Company(ies),including Directors of theSubsidiary Company(ies),whether working in Indiaor abroad or otherwise, except the PromoterDi rectors , under the Employee Stock Opt ion Scheme - 2010 (hereinafter referred to as the"Provogue ESOP 2010"], such number of equityshares and/or equity linked instruments (includingOptions/Warrants), and/or any other instrumentsor securities (hereinafter collectively referred to as"Securities") (subject to the ceiling referred to inresolutionno.14 above)which shall notexceed fivepercent of the issued equity shares of theCompanyason the date ofgrant ofoption(s) convertible intoequ ival en t number o f S ecur it ie s i nc luding permanent employees of the Company, at suchprice, in one or more tranches and on such termsand conditions as may be fixed or determined bythe Board/Committee.

"RESOLVED FURTHER THAT the said Securities mayb e g ra nt ed /a l l o t te d d i r ec t l y t o s uc h employees/directors of the Company in accordancewith the Provogue ESOP 2010 framed as tabledbefore the Board or Provogue ESOP 2010 framed

through a trust which may be set up by theBoard/Committee of Directors of the Company inanypermissiblemanner.

"RESOLVED FURTHERTHAT the issueofSecuritiestoany non-res ident employee(s) , non-res identDirector(s) shall be subject to such approvals,permissions or consents as may be necessary fromReserve Bank of Indiaor any other relevant authorityin thisregard.

"RESOLVED FURTHERTHAT the new equity shares tobe issued and allotted by the Company in themanner aforesaid shall rank pari passu in all respects

withthe existingequity sharesof theCompany.

"RESOLVED FURTHER THAT the Company shallconform to the accounting policies prescribed fromtimetotimeundertheESOPGuidelines.

"RESOLVED FURTHER THAT the Board be and ishereby authorized to take necessary steps for listingof the Securities allotted upon exercise under theProvogueESOP2010, on the stock exchangeswherethe Company's shares are listed asper the terms andconditions of the listing agreement with the stockexchanges and other applicable guidelines, rulesandregulations.

"RESOLVED FURTHER THAT for the purpose ofgiving effect toany creation, offer, issueor allotmentor listing of the Securities under the Provogue ESOP2010 or through trust, the Board/Committee be and

is hereby authorized on behalf of the Company toevolve, decide upon and bring in to effect and makeanymodifications,changes, variations, alterations orrevisions in the said Provogue ESOP 2010 or tosuspend, withdraw or revive the Provogue ESOP2010 from time to time as per the discretion of theBoard/Committee and to do all such acts, deeds,matters and things asitmay inits absolutediscretiondeem fit or necessary or desirable for such purposeand with power on behalf of the Company to settleany issues, questions, difficulties or doubts that mayarise in th is regard without requi ri ng theBoard/Committee to secure any further consent orapprovaloftheshareholdersoftheCompany".

RESOLVED FURTHER THAT the Board be and ishereby authorized to delegate all or any of thepowers herein conferred to any Committee ofDirectors,orChairmanoftheCompany."

RESOLVEDFURTHERTHATtheBoardofDirectorsbeand isherebyauthorisedtotakeall suchstepsasmaybenecessary,properorexpedienttogiveeffecttothisresolution."

By Order of the Board of DirectorsProvogue (India) Limited

Place:Mumbai DeepGupta

Date: 29th July, 2010 Whole time Director



44/122

Notice

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT ONE OR MOREPROXIES TO ATTEND AND VOTE ON A POLL ONLYINSTEADOF HIMSELFAND THE PROXYNEED NOT BE AMEMBER.

2. The instrument appointing a proxy must bedeposited with the Company at its RegisteredOfficenot less than48hours before the time for holding themeeting.

3. The Explanatory Statement, pursuant to Section173(2) of the Companies Act, 1956, in respect of theSpecial Businessstatedabove is annexed.

4. Members/ Proxies should bring the Attendance Slipdulyfilledinforattendingthemeeting.

5. TheRegister of Membersand ShareTransfer Booksofthe Company will remain closed from 20th to 24thSeptember,2010 (bothdays inclusive).

6. The Dividend on Equity Shares as recommended bytheBoard ofDirectors, if any, declared at themeeting,will be payable to those shareholders whose namesappear in the Register of Members as on 24thSeptember, 2010 and in respect of shares held inElectronic form the dividend will be paid on the basis

of beneficial ownershipasper details furnished by theDepositoriesforthis purpose.

7. Shareholders seeking any information with regard toAccounts are requested to write to the Company at anearly date to enable the management to keep theinformationready.

8. Membersare requestedtobringtheircopyofAnnualReport tothemeeting.

9. TheEquitySharesof the Company are compulsorilytraded in demat form and the share holderswho have not yet dematerialized their sharesare requested to dematerial ize their shares byopening DP Account with nearest DepositoryParticipants at the earliest to avail the benefits ofdematerialization.

10. Pursuant to the provisions of Section 205A(5)oftheCompanies Act, 1956, dividends which remain unclaimed in the unpaid dividend account for a period of seven years from the date of transfer ofthe same, will be transferred to the Investor Education and Protection Fund (IEPF)establishedbythe Central Government, pursuant to Section 205C oftheCompaniesAct,1956.

I nf ormati on in re spect of su ch unclaimeddividend when due for transfer to the said Fund isgivenbelow:

According to the provisions of the Act, Shareholdersare requested to note that no claims shall lie againstthe Company or said Fund in respect of any amountswhich were unclaimed and unpaid for a period of seven years from the date that they first became duefor payment and nopayment shallbe made in respectofanysuchclaims.

11. In order to provide protection against fraudulentencashment of the warrants, Members holdingShare Certificates in physical form are requested tonotify any change in their addresses or bankmandates immediately, in any event not later than20th September, 2010 to the Company's Registrarand Transfer Agent, Link Intime India Pvt. Ltd. C/13,Pannalal Silk Mills Compound, L.B.S. Road, Bhandup(W),Mumbai400078MaharashtraState.

12. Non-Resident Shareholders are requested to informimmediately Link Intime India Pvt. Ltd. C/13,Pannalal Silk Mills Compound, L.B.S. Road, Bhandup(W),Mumbai400078MaharashtraState,India:

a. The change in the Residential status on return toIndia forpermanentsettlement.

b. The particulars of the Bank Account maintainedin India with complete name, branch, andaccount type, account number and address oftheBank,ifnotfurnishedearlier.

13. Corporate Members intending to send their

authorized representatives are requested to send aduly certified copy of the Board Resolutionauthorizing their representatives to attend andvoteattheAnnualGeneralMeeting.

14. All documents referred to in the accompanyingNotice are open for inspection at the RegisteredOffice of the Company during the officehours on allworking days between 11.00 a.m. and 1.00 p.m uptothedateofAnnualGeneralMeeting.

15. Information required under Clause 49 of theListingAgreement on D ir ec to rs Re- appointment /Appointment:

42

Financial Dateof Last Date forYear declaration ClaimingEnded of Dividend Dividend

31.03.2006 24.08.2006 24.08.201331.03.2007 14.09.2007 14.09.201431.03.2008 15.09.2008 15.09.201531.03.2009 18.09.2009 18.09.2016


45/122

Mr.PunitGoenka:

Mr. Punit Goenka, son of Mr. Subhash Chandra -

Chairman Essel Group, is a young professional withan ent repreneurial background. A BombayUniversity Graduate, he began his career with EsselGroup which has diversified business interest in thea re a s o f m ed ia , e n t e r ta in me nt , a nd telecommunications. S ince 1997, he has beeninvolved in ASC Enterprises Ltd., a diversified multiventure corporate with interests in the field ofsatellite infrastructure & services, retail & publicmobile radio trunking.He hasparticipated in variousintensive management education programs viz.youngmanagers programat INSEAD, France andMITEnterprises Forum, INC., Boston, USA. Mr. Punit Goenka does not hold any shares of the Company.The Directorships held by Mr. Punit Goenka in otherpublic limited companies is provided in theexplanatorystatementtothisnotice.

Mr.AkhilChaturvediMr. Akhil Chaturvedi, son of Late. AnupendranathChaturvedi, He is a B.Sc. and MMS. Mr. AkhilChaturvedi Leads all retail activities of Provogue andPromart divisions, driving future expansion plans,sales and operating strategies and other retailbus iness development ini tiat ives . Mr. Akh il Chaturvediholds2912830sharesoftheCompany.

Mr.NigamPatelMr. Nigam Patel, son of Mr. Anil Patel, he leads theP ro zone - Li be rt y l oc at ion s ou rc ing , mal lmanagement and customer relationship teams,involvingand joint-ventures, tenant mix strategy,leasing policy and new revenue creation. Mr. NigamPatelholds2912830sharesof theCompany.

Mr.Rakesh RawatMr. Rakesh Rawat, son ofMr. Ghanashyam Rawat, hel eads t he P rozone -L iber ty des ign, p ro ject management and construction teams and thehealth, safety and environmental initiatives. He isalso leads international trade division. Mr. RakeshRawat holds 4111750sharesof theCompany.

EXPLANATORY STATEMENT PURSUANT TO

SECTION173(2)OF THECOMPANIESACT, 1956.

ItemNo.7Pursuant to section 260 of the Companies act, 1956Mr. Punit Goenka was appointed as an AdditionalDirector of the Company on 27th November, 2009and he holds office as director up to the date ofensuing Annual General Meeting. The Company hasalso received an application from a member of theCompany depositing Rs 500 and proposing hiscandidature as Director of the Company under

Notice


SN NAMEOFTHECOMPANY

1 ZeeEntertainmentEnterprises Ltd

2 Essel Infraprojects Ltd

3 Essel ShipBreakingLtd

4 Essel Damoh-JabalpurTollRoadsLtd

5 EsselSagarDamohTollRoadsLtd

6 Zee Sports Ltd

7 Agrani Telecom Ltd

8 Adhikaar Foundation

9 Diligent MediaCorporationLtd

10 Zee Turner Ltd

11 ETCNetworksLtd

12 Zee News Ltd

section 257 of the Companies Act, 1956. Thebackground and educational qualification of Mr.Punit Goenka has been provided in the notes to thisnotice. The Directorship held in other public limitedCompaniesbyMr.PunitGoenka isas follows:

*excludesdirectorship in foreign companies,privatelimited companies (including subsidiaries of publiclimitedcompanies).

Mr. Punit Goenka is on the shareholders Grievancecommitteeof ETCNetworks Ltd..

The Board recommends thathe may be appointed asDirector liable to retire by rotation. Your directorsrecommend the resolution for approval of theshareholders. Mr. Punit Goenka is interested in theresolutionto theextentof hisappointmentasDirector.None of the other Directors of the Company is, in anywayconcernedor interestedin theresolution.

ItemNo.8-13TheManaging Director and theWhole timeDirectorshave been appointed by the members at their ExtraOrdinary General Meeting held on 15th March 2005for a period of 5 years with effect from 1st April 2005.The un-paralleled contributions of the ManagingDirector and Whole time Directors have driven theCompany to achieve new heights of growth. This hasbeenappreciatedbytheBoardofDirectors.

The Board of Directors of the Company has subjectto your confirmation approved the re-appointmentofExecutive Directors for a period of5 yearsfrom1stApril, 2010. The abstract dated 8th February, 2010under section 302 of the Companies Act., 1956relating to terms and conditions of the re-appointment of Executive Directors was alreadycirculated to the members and the same issummarizedasbelow:


46/122

44

The resolution containing the details of reappointmentand seeking the approval of Members under theCompanies Act, 1956 is given under Item No. 8 to 13 oftheNoticeconveningtheMeeting.

The re-appointment of Whole-Time Directors afterretirement by rotation will not be treated as break intheir serviceperiod.

Mr. Nikhil Chaturvedi, Mr. Salil Chaturvedi, Mr. Akhil Chaturvedi, Mr. Deep Gupta, Mr. Rakesh Rawat and Mr.Nigam Patel be considered as interested in the abovementionedresolutions.

None of the other Directors of the Company is, in anyway,concernedorinterestedinthesaidresolution.

In thebeneficial interestof theCompany,yourDirectorsrecommendthe resolutions foryourapproval.

ItemNo.14&15The Company is proposing to amend the EmployeeStock Option Scheme approved by the members in itsAGM dated 14th September 2007. The existingapproved Stock Option Scheme could not be

implemented as such after its approval from themembers asthe Companyintendsto make the termsofthe employee stock opti on plan broader byincorporating fewchanges in theexisting plan. Thenewscheme would be titled as 'Provogue ESOP-2010', themajor terms of which were approved by the Board ofDirectorsattheirmeetingheldonJuly29,2010.

This scheme is being formulated in line with the SEBI(EmployeesStockOptionSchemeand Employees StockPurchase Scheme) Guidelines 1999 (hereinafterreferredas "Guidelines").

The broad terms and conditions of Provogue ESOP -2010areasunder:

a) Totalnumber ofoptions tobegranted:

The total number of Options that may be grantedunder Provogue ESOP 2010in oneormore tranchesare 500,000 in aggregate which would result inadditional 500,000 equity shares of Rs.2/- each intheCompanyonexerciseofsuchoptions.

b) Identification of classes of employees entitled toparticipateintheESOS:

Mr.RakeshRawat

Mr. NigamPatel

Mr. AkhilChaturvedi

Mr. SalilChaturvedi

Mr. NikhilChaturvedi

Name of theDirector

Mr.DeepGupta

Age(in yrs) 41 39 41 44 40 40

Qualification B.Com B.Sc BE, MBA B.Sc, MMS B.Com B.Com, MBA

Designation Managing Dy. Managing Whole time Whole time Whole time Whole timeDirector Director Director Director Director Director

Specialization Optimization Active strategy General General Formulation Generalof share holder formulation for management management of strategies managementvalue and Brand creation including in respect in respect of in respect ofdevelopment process, Finance, of retail leasing policy, textileof business investor Secretrial, activities of the new revenue business in thestrategies for relation and Legal, H.R, and Company, creation and overseasthe entire new business IT matters sales and mall market.Group. initiatives for for the Group operating management Also involvedFormulation of the Group. involving strategies and activities of with projectpolicies to development other retail the Group. managementattain best of systems, business andcorporate processes, Initiatives. constructiongovernance information activities ofpractices in technology the Group.respect of the etc.businesses of

theGroup.List of Public NIL Good day NIL Probrand NIL NILCompanies in Foods Ltd EnterpriseswhichDirecto- Ltd.rshipheld Profab Fashions

(India) LtdOasisFashion LtdMillenniumAccessoriesLtd.

Chairman/ NIL NIL NIL NIL NIL NILMemberof theCommittee ofBoard ofDirectors ofthe Companies

Shareholding 10611995 10295135 5673445 2912830 2912830 4111750intheCompany

Sitting Fees The Executive Directors shall not be entitled to any sitting fee for attendingmeetings of theBoardand/or any Committee of Directors.

Other terms The Office of all Executive Directors shall be liable to retire by rotation.

*excludes directorship in foreign companies, private limited companies (including subsidiaries of public limited companies).


47/122

(i) All the permanent Employees of the Companywill be eligible toparticipate in the Scheme. (ii)An employee who is a promoter or belongs to

the promoter group shall not be eligible toparticipate in theESOS. ( i ii)A Dir ect or who either by himself or through his relative orthrough any body corporate, d irect ly or indirectly holds more than 10% of theoutstanding equity shares of the Company atthe time of granting of option shall not beeligible toparticipate in ESOS.

c) Requirementsof vesting,periodofvestingandmaximumperiodwithinwhichtheoptionsshallbevested:

Theminimum periodof vesting is one year from thedateof grantof optionandthemaximumperiodshallbe four years. The Compensation Committee shalldecide onthe vesting schedule.The vestingmayalso

happen in one or more tranches as may be decidedandapprovedbytheCompensationCommittee.

d) Exercisepriceorpricingformula:

The exercise price of an option shall be fixed on thebasis of the "Market Price" and shall not be less thanseventy fivepercent(75%)of the"MarketPrice" aspertheGuidelines orsuchotherprice asmay bedeemedappropriatebythecompensationcommittee.

e) Exerciseperiod and processof exercise:

The exercise period of the options shall be 4 yearsfrom the date of vesting of the options. In order toexercise the options, the option grantee shall give awrittenapplication to thedesignatedofficerwith the

full consideration of the option to be exercised. Theoption grantee may apply for exercise of options inany number of lots from the date of vesting. Theoptions shall not be permitted to be exercised afterthe expiry of the above mentioned exercise period.After this date, all the options vested and remainunexercisedundertheschemewilllapse.

f) The appraisal process for determiningthe eligibilityofemployeestotheESOS:

The Board/Compensation Commit tee shal ldetermine the eligibility criteria for the eligibleemployee[s]under ESOS based on evaluation of theeligible employee[s] on various parameters whichshallincludebutshallnotbelimitedtoperformance

appraisal score, length of service, role criticality ofthe function etc and such other factors as may bedeemedappropriateby it.

g) Maximum number of options to be issued peremployee andin aggregate:

It is proposed that no eligible employee shall begranted, in any financial year of the Company,Options to purchase more than or equaling 1% ofthe outstanding issued equity share capital as onthe date of grant (excluding outstanding options,warrantsandconversions).

Theoptionsissuedintermsof thePlan shallnotexceed500,000(FiveHundredThousand) inaggregate.

h) AccountingPolicies:

The Company shall comply with th

Documents

PROVOGUE Annual Report 2009-10_new