To,
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.
FINANCIAL RESULTS & OPERATIONS
Rs in Lakhs
Particulars |
Standalone |
Consolidated |
|
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) |
STATE OF COMPANYS AFFAIRS / FINANCIAL PERFORMANCE
Standalone
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.
Consolidated
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.
DIVIDEND
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.
LISTING
The equity shares of the Company are listed on The BSE Limited (BSE)
and The National Stock Exchange of India Ltd. (NSE) and the listing fees for the year
2023-24 had been paid.
SHARE CAPITAL
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.
SUBSIDIARY AND JOINT VENTURE COMPANIES
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 www.prozoneintu.com 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.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the Securities
and Exchange Board of India (SEBI). The Company has also implemented several best
governance practices. The report on Corporate Governance as stipulated under the Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the
Company and its business, as stipulated under 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.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
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.
SIGNIFICANT AND MATERIAL ORDERS
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.
PUBLIC DEPOSITS
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
• 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://
content.app-sources.com/s/91341600969113653/uploads/
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;
Name |
Designation |
| 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.
DIRECTORS RESPONSIBILITY STATEMENT
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.
AUDITORS
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.
DEMATERIALIZATION OF SHARES:
Break up of shares in physical and demat form as on 31st
March 2023
Particulars |
No. of Shares |
% of Shares |
| Physical segment |
64,142 |
0.04% |
| Demat segment |
15,25,38,741 |
99.96% |
Total |
15,26,02,883 |
100.00% |
Particulars |
No. of Shares |
% of Shares |
| NSDL |
7,23,55,016 |
47.41% |
| CDSL |
8,01,83,725 |
52.55% |
| Physical |
64,142 |
0.04% |
Total |
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.
DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing women employees in various cadres. 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information under Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31,
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
Nil
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
DISCLOSURES UNDER COMPANIES ACT 2013
• 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: https://prozoneintu.com/annual-reports-annual-return
• 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
app-sources.com/s/91341600969113653/uploads/Images/
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@ prozoneintu.com, 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.
REMOTE E-VOTING FACILITY TO MEMBERS:
In compliance with provisions of Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Reg. 44 of
SEBI (LODR) Regulations, 2015, the Company is pleased to provide members the facility to
exercise their right to vote at 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.
ELECTRONIC FILING:
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.
www.prozoneintu.com.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:
There are no shares lying in demat suspense account of the Company. any
APPRECIATION:
Your Directors take this opportunity to express their gratitude and
sincere appreciation for the dedicated efforts of all the employees of the Company. Your
Directors are also thankful to the esteemed 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 |
+91-9892691696
