prozone intu properties ltd share price Directors report


The Members

Prozone Realty Limited

(Formerly, Prozone Intu Properties Limited)

Your Directors are delighted to present 16th Annual Report on the business and operations of your Company for the year ended March 31, 2023.


Rs in Lakhs




31.03.2023 31.03.2022 31.03.2023 31.03.2022
Income from Operations 1083.99 986.53 17317.27 9337.69
Add: Other Income 1060.04 901.09 5750.96 2188.58

Total Income

2144.03 1887.62 23068.23 11526.27
Less: Total Expenditure 1292.91 1185.05 18297.45 12118.82

Profit/ (loss) before Tax

851.12 702.57 4770.78 (592.55)
Less: Tax expenses/ (Credit) 216.36 173.02 934.29 (445.72)
Share of profit of joint venture - - (4.16) (1.56)

Profit/ (loss) after Tax

634.76 529.55 3832.33 (148.39)



The Companys gross (total) income for the financial year ended 31st March 2023 has increased to Rs 2144.03 lakhs as against

Rs 1887.62 lakhs during the previous year, profit before tax increased to Rs 851.12 lakhs against profit of Rs 702.57 lakhs during previous year and the profit after tax was increased to Rs 634.76 lakhs as compared to Rs 529.55 lakhs in the previous year.


The Companys gross (total) income for the financial year ended 31st March 2023 increased to Rs 23068.23 lakhs from Rs 11526.27 lakhs during the previous year, profit before tax of the reporting year stood at Rs 4770.78 lakhs against a loss of Rs 592.55 lakhs in the previous year. The Profit after tax of the reporting year stood at Rs 3832.33 lakhs against a loss of Rs 148.39 lakhs reported in the previous year.


In order to conserve the financial resources for future growth of the company, your management decided not to propose a dividend for the year ended March 31, 2023, thus there is no appropriation of any amount to the General Reserve during the year under review.


The equity shares of the Company are listed on The BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fees for the year 2023-24 had been paid.


The paid-up equity share capital of your company stood at Rs 3,052.06 lakhs consisting of 15,26,02,883 equity shares of Rs 2/- 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 2023 none of the Directors of the Company hold instruments convertible into equity shares of the Company.


The Company has 8 subsidiaries as on 31st March 2023 including 3 step-down subsidiaries and 1 Joint Venture Company.

Direct Subsidiaries:

1. Alliance Mall Developers Co. Private Limited

2. K ruti Multitrade Private Limited

3. P rozone Developers & Realtors Private Limited

4. P rozone Intu Developers Private Limited

5. P rozone Liberty International Limited, Singapore (Foreign subsidiary)

Step-down subsidiaries:

6. Empir e Mall Private Limited

7. Hagw ood Commercial Developers Private Limited

8. Omni I nfrastructure Private Limited

Associate Companies / Joint Venture

1. C alendula Commerce e Limited Privat

The Board of Directors (‘the Board) 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 financial statements of each of its subsidiaries, will be made available on our website in due course of time. These documents will also be available for inspection during business hours at the registered office of the Company

The copies of accounts of subsidiary 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.


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.


A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Reg. 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis.


The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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.


There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future during the year under review.


During the year under review, the Company has neither invited nor accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.


R esignation, subsequent re-appointment and retirement by rotation

P ursuant to the provisions of section 152 of the

Act, 2013, the office of Mr. Bipin Gurnani, (DIN: 07966971) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he offered himself for re-appointment. Accordingly, the proposal of his reappointment has been included in the Notice convening the Annual General Meeting of the Company.

T he first term of office of Mr. Umesh Kumar (DIN: an Independent Director is going to expire on 22nd May 2024. The Board recommends his re-appointment for a second term of five consecutive years i.e. upto 22nd May 2029 for the approval of members of the Company by passing a special resolution.

A br ief resume along with other details about Gurnani and Mr. Umesh Kumar 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.

Declar ation by Independent Directors

T he Company has received necessary declarations all Independent Directors pursuant to the requirement of section 149(7) of the Companies Act, 2013 that they fulfill the criteria of independence laid down in section 149(6) read with Schedule IV to Companies Act, 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

F amiliarization Programme

T he details of programmes for familiarization of

Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https:// Images/Familiarisaion-Programme-for-IDs-9617351.pdf

K ey Managerial Personnel

T here has been no change in Key Managerial Personnel the financial year 2022-23. As on 31st March 2023, the following were the Key Managerial Personnel of the Company;



Mr. Salil Chaturvedi Dy. Managing Director
Mr. Anurag Garg Chief Financial Officer
Mr. Ajayendra P. Jain CS and Chief Compliance Officer

B oard Evaluation

P ursuant to the Companies Act, 2013 a formal evaluation needs to be conducted by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

T he Board based on evaluation criteria recommended the ‘Nomination and Remuneration Committee and ‘Code for Independent Directors and pursuant to applicable regulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations, 2015, evaluated the performance of Board members.

T he Board after due discussion and taking into of the various aspects such as performance of specific duties, obligations, Boards functioning, composition of the Board and its Committees and governance expressed their satisfaction with the evaluation process and performance of the Board.

R emuneration Policy

T he Remuneration Policy of the Company is designed 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, is attached to this report as

‘Annexure 1.

Secretarial Standards

The Directors states that applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-4 relating to ‘Meeting of the Board of Directors, ‘General Meetings and Boards Report, respectively, have been duly followed by the Company. Since Company has not declared any dividend during the previous year, the compliance under SS-3 was not applicable to the Company during last year.


Your Directors States that: a. in the preparation of the annual accounts for the year ended March 31 2023, 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. the Directors have 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 March 31 2023 and of the profit of the Company for the year ended on that date;

c. the Directors have 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 by the Company and for preventing and detecting fraud and other irregularities;

d. the Dir ectors have prepared the annual accounts on a ‘going concern basis;

e. the Directors have 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. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.


Statutory Auditors

M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), were appointed as the Statutory Auditors of the Company at 15th Annual General Meeting (AGM) of the Company held on 30th September 2022 to hold office until the conclusion of 20th Annual General Meeting.

The statutory Auditors report on the financial statement for the financial year ended on 31st March 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and Secretarial Audit Reports

Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed M/s. HSPN Associates & LLP (Erstwhile HS Associates), Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditors Report is attached to this report as ‘Annexure 2. The Secretarial Audit Report is self explanatory and thus does not require any further comments.

The Secretarial Audit Reports of the material subsidiaries viz. Alliance Mall Developers Co Private Limited, Empire Mall Private Limited and Hagwood Commercial Developers Private Limited have been annexed along with the report of the Company.

Internal Auditor

Pursuant to Section 138 of Companies Act, 2013 and as recommended by Audit Committee, the Board of Directors has appointed M/s CAS & Co (Firm Registration No. 111075W) Chartered Accountants, Mumbai to undertake the Internal Audit of the Company including performing internal audit of the activities of the Companys subsidiary.


Break up of shares in physical and demat form as on 31st March 2023


No. of Shares % of Shares
Physical segment 64,142 0.04%
Demat segment 15,25,38,741 99.96%


15,26,02,883 100.00%



No. of Shares % of Shares
NSDL 7,23,55,016 47.41%
CDSL 8,01,83,725 52.55%
Physical 64,142 0.04%


15,26,02,883 100.00%

Shareholders who continue to hold shares in physical form are advised to dematerialise their shares at the earliest. For any clarifications, assistance or information, relating to dematerialization of shares, the Companys RTA may be contacted.


The Company has been employing women employees in various cadres. 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 Committee 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.


The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2023 is given below and forms part of the Directors Report

A. C onservation of Energy i. T he steps taken or impact on conservation of energy: Nil ii. T he steps taken by the Company for utilizing sources of energy: Nil iii. T he capital investment on energy conservation


Y our Company is not engaged in manufacturing and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilisation and maximum possible saving of energy.

B. T echnology Absorption i. T he efforts made towards technology absorption : Nil ii. T he benefits derived like product improvement, reduction, product development or import substitution : Nil iii. in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable a. D etails of Technology Imported; b Y . ear of Import; c Whether the Technology has been fully absorbed; . d if not. fully absorbed, areas where absorption has not taken place, and the reasons thereof. iv. Y our Company has not incurred any expenditure on and Development during the year under review.

C. F oreign Exchange Earnings and Outgo

Dur ing the year under review the details of foreign earnings & outgo are as follows: F oreign Exchange Earnings: Nil.

F oreign Exchange Outgo: Nil


Ex tract of Annual Return:

P ursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link:

Number of meetings of the Board:

T he 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.

C ommittees of the Board:

T he 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 Corporate Social Responsibility 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 on 31st March 2023 as per the applicable provisions of the Act, Rules and SEBI (LODR) Regulations, 2015 was as under:

Committee Name

Composition of the Committee

Audit Committee 1. Mr. Umesh Kumar, Independent Director as Chairman
2. Ms. Deepa Misra Harris, Independent Director as member
3. Mr. Punit Goenka, Independent Director as member
4. Mr. Nikhil Chaturvedi, Managing Director as member
Nomination & Remuneration Committee 1. Ms. Deepa Misra Harris, Independent Director as Chairperson
2. Mr. Punit Goenka, Independent Director as member
3. Mr. Umesh Kumar, Independent Director as member
Stakeholders Relationship Committee 1. Ms. Deepa Misra Harris, Independent Director as Chairperson
2. Mr. Punit Goenka, Independent Director as member
3. Mr. Nikhil Chaturvedi, Managing Director as member
4. Mr. Salil Chaturvedi, Dy. Managing Director as member
Corporate Social Responsibility Committee 1. Mr. Nikhil Chaturvedi, Managing Director as Chairman
2. Ms. Deepa Misra Harris, Independent Director as member
3. Mr. Salil Chaturvedi, Dy. Managing Director as member

V igil Mechanism/ Whistle Blower Policy:

Y our Company has established a Vigil Mechanism implementedWhistleBlowerPolicy,themechanismtoprovide adequate safeguards against victimisation of director(s)/ employee(s) who use mechanism to report genuine issues and also provide direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee of your Company oversees the Vigil Mechanism on regular basis.

Y our Company hereby afirms that no director/ have been denied access to the Chairman of Audit Committee and that no complaints were received during the year.

T he policy on Vigil Mechanism may be accessed on Companys website at the following link: https://content. and Whistle-Blower-Policy-Vigil-Mechanism-9618025.pdf

P articulars of loans, guarantees and investments:

P articulars 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.

P articulars of contracts or arrangements entered with related parties:

T he particulars of contracts or arrangements made related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as ‘Annexure 3 to the Boards Report or form part of the notes to the financial statements provided in this Annual Report.

P articulars of employees:

T he remuneration paid to Directors and Key

Personnel and the employees of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘Annexure 4 to this Report.

T he information required pursuant to Section 197 of the read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company are available to Shareholders for inspection on request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on investorservice@, whereupon a copy would be sent.

T ransfer to Reserves:

Dur ing the year, Company was not required to amount to reserve.

M aterial changes and commitments:

No material changes and commitments affecting the financial position of your Company have occurred between 31st March, 2023 and the date of the report.

C orporate Social Responsibility:

T he CSR Policy of the Company and the details about development of CSR Policy and initiatives taken by the into Company on Corporate Social Responsibility during the year as per the Rule 9 of the Companies (Corporate Social with Responsibility Policy), Amendment Rules, 2021 have been appended as ‘Annexure 5 attached to this report.


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 the 16th Annual General Meeting (AGM) by electronic means and the business may be transacted through remote E-Voting Services to be provided by Link Intime India Private Limited.


The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports and Act others reports and intimations filed with Stock Exchanges etc. and other information on its website viz.


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


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 shareholders 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 Director

Date: 11th August, 2023

Nikhil Chaturvedi

Bipin Gurnani

Place: Mumbai

Managing Director Whole-time Director
DIN: 00004983 DIN: 07966971