Prozone Annual Report 2012_pcscl

7/31/2019 Prozone Annual Report 2012_pcscl

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A N N U A L R E P O R T 2 0 1 2


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World class developments,

delivered on time


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ANNUAL REPORT 2012

CONTENTS

VISION

INTRODUCING PROZONE CSC LIMITED

LETTERS TO ShaREhOLDERS

CORPORaTE INfORMaTION

BOaRD Of DIRECTORS

CONSUMPTION-LED REaL ESTaTE

BUSINESS PhILOSOPhY

BUSINESS MODEL

BUSINESS UPDaTE 2012

REGIONaL ShOPPING CENTRES

RESIDENTIaL COLONIES

COMMERCIaL OffICES

CaPITaL ShOPPING CENTRE GROUP PLC

CORPORaTE SOCIaL RESPONSIBILITY

fINaNCIaL SECTION

NOTICE

DIRECTORS REPORT

MaNaGEMENT DISCUSSION & aNaLYSIS

aUDITORS REPORT

fINaNCIaL STaTEMENTS

CONSOLIDaTED fINaNCIaL STaTEMENTS

03

04

06

10

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To become Indis leding developer / mnger o ig qul ity

sopping centers in emerging urbn cities pn-Indi, incorporting

mixed-use developments to cilitte te business model

VISION


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ANNUAL REPORT 2012

Prozone CSC is specilist rel estte

developer rnessing Cpitl Sopping

Centres Group Plcs (CSC) experience s

UKs lrgest retil rel estte developer

combined wit Provogue (Indi) Limiteds

in-dept knowledge o te Indin retil

mrketplce. Te compny s strong

blnce seet, lrge lnd bnk ully

pid, plnned pipeline o projects nd

strong domestic execution tem.

Prozone CSC is Retil Led Mixed Use

Property Development Business. Te

business model is to cquire lrge lndprcels t sensible entry vlues t selected

loctions in ig growt corridors witin

city limits. To design, develop, execute

nd mnge ig qulity Regionl

Sopping nd Entertinment Centres t

te rigt price nd te rigt time. On te

conjugnt lnd bnk to develop nd sell

mixed-use Residentil Townsips nd

Commercil Oice Blocks to crete new

City Centres.Te net result is to build properties wit

ig scrcity vlue, optimize te intrinsic

vlue o te lnd, nd monetize te lnd

bnks to cilitte cretion o debt-ree

retil ssets generting nnuity income

over te long term. as Indis retil

mrket mtures, qulity retil rel estte

ssets re expected to develop ig yield

compression rtios.

Prozone CSC s ttrcted investments

rom mjor institutionl investors, notbly

te Tringle fund (ncored by Old Mutul

Group, Sout aric) nd te Lewis Trust

Group, UK into step-down subsidiries or

tree projects in aurngbd, Coimbtore

nd Ngpur.

Te irst mll in aurngbd is trding wel l

nd is widely cclimed by retilers nd

te sopping public s true Regionl

destintion. Its compreensive mix o retil

nd entertinment oers, its orwrd-

looking design nd ig qulity cilitiess proven te concept. following

toroug incubtion period, te Compny

is poised or growt nd is redy to

lunc te next btc o Scemes, wic

is nticipted to unlock signiicnt vlue

to sreolders.

Te Compny lredy owns six lnd

bnks in strtegic city loctions cross

te country. By 2017, Prozone CSC is

orecsting to ve developed 2.2 millionsqure eet o retil ssets, plus 9.7

million squre eet o mixed-use ssets,

wit blnce o 6 million squre eet o

fSI on its existing lnd bnks, vilble

or urter development. Te compny

s lredy cieved inncil closure on

construction innce required or projects

in te pipeline to be implemented 2012

onwrds.

INTRODUCING PROZONE CSC LIMITED


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On 10th February 2012 the Bombay High Court approved the demerger of Retail

Centric Real Estate Development Business (RCREDB) from Provogue (India) Limited

into Prozone Capital Shopping Centres Limited. The Retail Centric Real Estate

Development Business of Provogue (India) Limited consisted inte r-alia the investment

of Provogue (India) Limited in erstwhile Prozone Enterprises Private Limited.

Consequently, shares of the Company were issued to the shareholders of Provogue

(India) Limited in a ratio of 1:1. Subsequently by virtue of the said order of Bombay

High Court, Prozone Enterprises Private Limi ted was amalgamated with the Company

and accordingly Nailsfield Limited, subsidiary of Capital Shopping Centres Group Plc

was allotted shares of the Company in an exchange ratio of 313:75.


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ANNUAL REPORT 2012

Der fellow Sreolders

It gives me gret plesure to ddress you s

sreolders o Prozone Cpitl Sopping Centres

Limited or te irst time s n independent Compny.

Prozone CSC brings togeter te sreolders

Provogue (Indi) Ltd nd te Cpitl Sopping

Centres Group Plc (CSC), fTSE-100 compny nd

te lrgest specilty rel estte group in te UK.

Te new Compny rnesses te experience

o Provogues 15 yers in Indis contemporry

retil industry, wic opertes in pproximtely 80

mrkets cross te country, nd CSCs 35 yers

o interntionl mixed-use rel estte development

expertise. CSC currently own 14 o UKs top 25

retil centres wit portolio vlue o over GBP 7

billion. Tis combintion brings to Indi unique

new business tem positioned to become one o tecountrys leding specilist rel estte developers

ocused round Indis new consumption driven

economy.

Te Compny s pipel ine o mixed-use

developments in dvnced stges o execution

including Sopping nd Entertinment Centres,

Residentil Colonies nd Commercil Oices to

crete regionl destintions s te ubs o new

Indi. at present we ve six projects under vrious

stges o development in aurngbd, Coimbtore,

Ngpur, Indore, Jipur nd Mysore, wit combined

lnd bnk development potentil o 17.9 millionsqure eet.

Our irst Regionl Sopping Center is lredy

opertionl in aurngbd, nd we ve begun

construction o Sopping Centre in Coimbtore

nd will strt in Ngpur next yer. Te irst tree

residentil projects in Indore, Coimbtore nd

Ngpur re underwy tis yer wile our irst

Commercil Oice Tower, wic ws presold, is

under construction in aurngbd.

Te compny s sound, lmost debt ree blnce

seet nd s cieved inncil closure on te

construction innce required or projects in tepipeline to be implemented rom 2012 onwrds.

Business Strtegy

Our overrcing vision is to develop new urbn ubs,

consisting o sopping mlls, residentil colonies

nd modern oice blocks tt evolve s Indis new

city centres.

Our core business is regionl sopping nd

entertinment centres, built on orizontl design

supported by mple prking on lrge trcts o lnd

suc tt residentil nd oices re t lest 75%

o te portolio. as rel estte sset clsses ve

dierent cycles, our model provides stble mix

o long term nnuity revenues nd sort term cs

lows to optimize our blnce seet.

Typiclly, our lnd prce ls re in excess o 30 cres

in ig growt corridors witin city limits s mny o

our potentil soppers still trvel by 2 or 3-weeler

veicles or public trnsport nd loction convenience

is te key to te retils success.

Interntionlly, wilst regionl sopping centres

contribute bout 16% o retil ootprint, tey

represent over 40% o non-ood retil. Tis type o

mixed-use development model s proved to be

igly stble nd resilient nd n excellent wy o

locking into te rel growt o te economy.

Development Pilosopy

Indi is unique opportunity ving 17% o te

worlds popultion, 25% o te worlds yout

under 25 but only 3% o te worlds lndmss. Te

consuming middle clss is expected to grow rom

300 to 500 million in te next 5 yers, representing

te stest urbniztion in istory, but most o te

lrge metro cities re coked so te next pse o

iger development is ppening in Tier II & III cities.

Tody pproximtely 250 mill ion o Indis middle

clss live outside te top 6 metros nd tis is likely

to trend upwrds s urbniztion progresses. We relso svings driven economy, wit no rel socil

security system, ence te propensity to buy omes

s protection or te uture.

fetures o te Indin environment sometimes

require diering pproces to trditionl norms.

We tke long term view o vlue ddition tt

overrides sort term economic or competition

cycles in te mrkets weve entered. for exmple

in te Indore nd Jipur mrkets, weve cosen to

cncel te Sopping Centres nd lunc Residentil

Colonies s te retil mrket becme cluttered wit

oversupply. In te Ngpur nd Coimbtore mrketste retil nd residentil developments re being

lunced simultneously.

alwys our primry concern is to protect te

investment portolio troug prudent nlysis

o mrkets nd creul deployment o innces.

fundmentlly we re in te business o vlue

ddition nd so we engge best in clss consultnts,

contrctors nd designers to deliver optimum

vlue to our customers. altoug our residentil

developments will relese lrge mounts o cs

LETTER TO ShaREhOLDERS


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Prozone CSCs vision is to becomeIndis leding developer/mnger oig qulity regionl sopping centersin emerging urbn cities, incorportingmixed-use developments to cilitte tebusiness model

into our blnce seet, our cler strtegy is to ocus on

becoming Indis leding retil rel estte business wit

view to mximizing long term yields to our sreolders.

Even wit economic indictors mrked down to 5.0 to 5.5%

GDP growt in te coming yer, Indi remins one o te

worlds most robust economies, uelling demnd in te

retil sector. however, over te next 5 yers we expect

tere to be sortge o qulity supply o sopping mlls,

s incresing interest rtes nd uncompetitive lnd prices

ve orced cncelltions o mny retil developments.furtermore, some existing sopping mlls re struggling

due to ig debt burdens providing compnies wit strong

blnce seets opportunities or consolidtion.

finncil Perormnce

Te Compny cieved n opertionl income o `50.31

crores, oter income o `8.41 crores nd n EBITDa o

`22.12 crores. Te mjor portion o tese revenues cme

rom te aurngbd project. Going orwrd, te next

pse o projects to be lunced tis yer will include te

irst Residentil nd Commercil Oice elements, wic will

increse revenues or fY13.

In apprecition

We beneit enormously rom te knowledge nd experience

o our Bord nd our strtegic investors, te Tringle fund

nd te Lewis Trust Group, wose support s been witout

prllel. and were grteul or te exceptionl commitment

to excellence rom ll our employees trougout te

Compny.

Retil inrstructure, i ptiently nd creully executed, cn

become one o te most vluble, sticky ssets in rel

estte portolio over te long term. Im conident tt our

model will optimize vlue or our stkeolders.

My sincere tnks go out to you ll or your loylty ndconidence. We promise to mke te most o te opportunity

or Prozone CSC nd Im sure youll be deligted wit te

Compnys perormnce going orwrd.

Wit best wises,

Nikil CturvediMnging Director


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ANNUAL REPORT 2012

Der fellow Sreolders

Its my sincere plesure to ddress you on tis

lndmrk occsion ollowing te demerger o

Prozone CSC. Wit lnd bnk o 17.9 million

squre eet o constructible re ully pid, we

lunc our Compny on sound pltorm. ater

our existing plnned project portolio is complete,

we will still ve residul b lnce fSI o 6 million

squre eet primed or urter development.

Te overrcing ocus o Prozone CSC is to bring

qulity construction to emerging cities in Indi.

Our current project portolio is widely spred

cross cities suc s aurngbd, Coimbtore,

Ngpur, Indore, Jipur nd Mysore, nd trgets

diverse ctegories o rel estte development

retil, residentil nd oices. Te yer mrks te

lunc o residentil projects Indore & Ngpur,

nd next yer we will strt t Coimbtore. Tese

development pses will led to crescendo

o vlue ddition nd new pek in 2015. We

believe tt our mixed-use strtegy nd te rnge

o loctions nd product oers tt comprise our

portolio will elp provide stble cs lows in te

sort to medium term.

Togeter wit Cpit l Sopping Centres Group

Plc, Tringle Rel Estte Indi fund nd LTG

Interntionl we ve strong opertionl nd

inncil expertise to conduct our business.

Tringle Rel Estte Indi fund, co-promotedby ICS Relty Group nd Old Mutul Investment

Group Property Investments, is n investor in

our project-speciic SPVs or te aurngbd,

Coimbtore nd Ngpur loctions. Similrly, LTG

Interntionl, promoted by Lewis Trust Group, n

investment compny tt opertes retil stores,

rel estte, welt mngement business nd

otels globlly, is lso n investor in te sme

portolio.

Residentil nd Commercil PilosopyWe re committed to delivery o our Residentil

Colonies nd Commercil Oices perectly on

time nd to exceed our customers expecttions

on te qulity o inisings, services nd menities.

To ensure we keep tis promise, we only lunc

our projects ter ll permissions nd innces re

in plce. In line wit our credo, Commitments

Delivered, we ve engged only best-in-clss

contrctors nd consultnts nd incorporte

interntionl best prctice in design nd use o

mterils. Tis pilosopy to deliver te very best

is supported by strong cmpign to ttrct te

crem o te locl society to our scemes.

aspirtionl Developments

We look to crete spirtionl developments in te

Residentil nd Oice sectors tt we believe ve

distinctive designs nd unctionlities wit qulityconstruction nd inisings tt will ennce our

brnd nd reputtion, nd will enble us to sell our

units quickly nd t premium to oter competing

developments.

Despite verge excess inventory in te Oice

sector, tere exist pockets o supply demnd

imblnce, wic is were specilist plyer suc

s Prozone CSC cn beneit. for exmple tlent

pools or mny industries preer to work witin

mixed-use developments nd mny Corportes

preer suc spces s it ttrcts nd retins te

best st. In luncing te irst pse - 190,000

squre eet - o our Oice Centre in aurngbd

tis yer, te entire inventory ws sold in te irst

week.

LETTER TO ShaREhOLDERS


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Sincerely,

Slil CturvediDeputy Mnging Director

In Conclusion

We ve dynmic nds-on mngement

tem led by group o experienced nd well-

quliied proessionls spnning disciplines suc

s rcitecture, engineering, construction, project

supervision, innce nd ccounting, mrketing

nd sles. and we ve te experience in-

ouse to mnge te qulity, sceduling nd

cost o mterils in our projects. We believe tt

te strengt o our mngement tem nd teir

understnding o rel estte sectors will enble

us to continue to tke dvntge o current nd

uture mrket opportunities.

We re poised to rep signiicnt gins s Indis

rel estte mrket evolves. We ve invested

evily in reserc nd we re well innced wi t

strong blnce seet. all tis rolls-up into igly

promising uture nd I look orwrd to building wit

you Compny tt we cn look bck on s our

lies work.

Driven by ocus on executionnd led by gret tems, ourresidential and ofce platforms will

unleash cash ows and unlock value

to deliver sustined long term growt


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ANNUAL REPORT 2012

CORPORaTE INfORMaTION

Board of Directors

Mr Punit Goenk Independent Director & Cirmn

Mr Rjiv Sing Independent DirectorMr Nikil Cturvedi Mnging Director

Mr Slil Cturvedi Deputy Mnging Director

Mr Dvid fiscel Non Executive Director

Mr Jon abel Non Executive Director

Company Secretary

Ms Snel Bnsode

Statutory Auditors

Singrodi Goyl & Co.

Crtered accountnts

4a, Kledoni-hDIL, 2nd floor,

Sr Rod, Ner anderi Sttion,

anderi (Est), Mumbi, 400069, Indi

Bankers

Corportion BnkhDfC Bnk Limited

Registered Office and Corporate Office

Prozone Cpitl Sopping Centres Limited105/106, Provogue houseO New Link Rod, anderi (W)Mumbi 400 053, IndiWebsite: www.prozonecsc.com

Registrar & Transfer Agent

Link Intime Indi Pvt. Ltd.C/13, Pnnll Silk Mills CompoundL.B.S. Rod, Bndup (W)Mumbi 400 078, Indi

E-mail ID for Investors Grievance

[email protected]


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Nikil Cturvedi

Mnging Director, Nikil is visionry nd nds-on leder,

wo inspires te orgnistion wit pssion or excellencend single-mindedness to build sreolder vlue, wic is

is driving orce

Slil Cturvedi

Deputy Mnging Director, Slils vision s crted te

strtegic direction o te Compny. he leds ll business

development, lnd cquisition nd new sset clss inititives

in te residentil nd commercil sectors

Dvid fiscel (Non Executive Director)

Dvid fiscel is te Cie Executive o CSC Plc. he s led

te development o te Compny or over 20 yers, including

conversion to REIT, nd is tody one o te most respected

retil property proessionls o is genertion

Jon abel (Non Executive Director)

Jon abel joined te Liberty Interntionl Group in 1972

nd ws ppointed n Executive Director in 2000. he ws

ppointed Director o CSC in 1994 nd Mnging Director

in 2005 nd e continues s non-executive Director o CSC

wit specil ocus on Indi

Punit Goenk (Independent Director & Cirmn)

Mr. Goenk, Director o Essel Group, CEO o Zee

Entertinment Limited, leds one o Indis most successul

TV nd Medi businesses. he s n extensive, divers i ied

bckground in te res o medi, entertinment, nd tele-

communictions in globl mrkets

Rjiv Sing (Independent Director)

Mr Rjiv Sing is Director finnce o te Krmtr Group

o compnies. Rjiv olds Bcelor o Commerce degree

rom Mitibi College, Mumbi nd MBa finnce degree

rom te Europen University in Switzerlnd

BOaRD Of DIRECTORS


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ANNUAL REPORT 2012

CONSUMPTION-LED REaL ESTaTEIndi s one o te igest growt retil sectors in te world. Powered

by robust nd booming consumption story, retil is prime driver o

te new Indin economy nd represents pproximtely two-tirds o

overll consumption. Orgnised retil is currently 5% o totl t US$

26 bn, but is growing t over 25% per nnum. Wit fDI or multi-brnd

retil slted to be pssed into lw, nticipted growt in orgnised retil

is leding to strong demnd or qulity trding inrstructure.

Indi is ome to 17% o te worlds popultion but s only 3% o

te worlds lnd mss. Te consumption story is uelling mssive

urbnistion tt is nticipted to result in over 50% o Indis popultion

being urbnized by 2020. Tis puts pressure on te lredy burgeoning

rel estte prices in mjor Metros suc s Mumbi nd Deli nd is

expected to give rise to te emergence o new urbn centres in Tier II

cities wit strong economic growt drivers nd inrstructure leding to

demnd or qulity ousing.

BUSINESS PhILOSOPhYUnderstnding your customers nd delivering wt tey need, t te

rigt plce, t te rigt price t te rigt time is te core pilosopy

beind Prozone CSC. Design, qulity, execution nd mngement

re centred round te rpidly evolving needs nd spirtions o

Indin milies. In our Sopping Centres we design spces tt re

convenience, comortble nd oer rel vlue or money to provide

soppers wit ll teir needs, in one plce or te wole mily. We

design mily residences in lrge open-spce privte colonies to teigest qulity stndrds, wit world-clss etures, delivered on time

to crete te best omes in Indi.

BUSINESS MODEL

Lnd bnksTo cquire lrge lnd prcels t sensible ent ry vlues t se lect loctions

in ig growt corridors witin city limits.

Sopping Centres

Pssionte bout providing people wit te perect sopping experience,we elp retilers louris. and its tis tt powers our business, driving

our long-term success. CSCs experience o over 30 yers in tis sector

ensures design, qulity, mngement nd sety mesures to te

igest interntionl stndrds.

Residentil Colonies nd Commercil OicesOn te conjugnt lnd bnk to te sopping mlls, to develop nd sell

Residentil Colonies nd Commercil Oice Blocks to crete new City

Centres tt become te ub o Indis evolving liestyles.


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Our overrcing vision is to develop new

urbn ubs, consisting o sopping mlls,

residentil colonies nd modern oice

blocks tt evolve s Indis new city

centres. Driven by ocus on execution

nd led by gret tems, our mixed use

model is gered to unles cs lows

nd unlock vlue to deliver sustined long

term growt.

Our irst Regionl Sopping Center

is lredy opertionl in aurngbd,

nd we ve begun construction o

Sopping Centre in Coimbtore nd will

strt in Ngpur next yer. Te irst tree

residentil projects in Indore, Coimbtore

nd Ngpur re underwy tis yer wile

our irst Commercil Oice Complex is

under construction in aurngbd.

Retil is t te centre o our business model.

Overll we im to provide people wit te

perect sopping experience llowing us

to develop enduring reltionsips wit

retilers, wic delivers long-term growt

or Prozone CSCs retil pltorm.

By developing nd ctively mnging our

centres to provide te rigt mix o retil,

leisure nd ctering we deliver compelling

destintions or soppers nd become te

lndlord tt retilers wnt to do business

wit. Our mll mngement pilosopyis to develop powerul ootll, nd

to ensure our centres provide te rigt

trding environment. Tis demonstrtes

operting excellence nd results in

ttrcting brod cross section o

retilers in order to crete long-term nd

sustinble growt in net rentl income.

BUSINESS UPDaTE 2012


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ANNUAL REPORT 2012

Prozone CSCs long term strtegy is to

build portolio o retil-centric property

ssets in prime urbn loctions pn Indi

to crete leding position s n owner,

mnger nd developer o prime Indin

sopping mlls troug mix o retil,

ctering nd leisure cilities.

Te Prozone aurngbd mll ws

successully lunced in October 2010.

ancored by Indis leding retilers, te

mll s operting wit o 79% o its retils

spces illed. In city o 1 million people,

te mll is verging 800,000 customervisits per mont nd is cclimed s te

mjor sopping nd entertinment ub or

te Mrtwd region o Mrstr.

Wit n experienced mll mngement

tem in plce, supported by te

knowledge nd experience o our joint

venture prtner, Cpitl Sopping Centres

Group Plc, rom te UK, we re ensuring

n enricing, vlued nd se environmentor our soppers.

Te aurngbd mll is requented

by crowds o milies, youngsters nd

visitors rom wide prts o te region.

adding uel to te ttrction, te mll

s lso become populr or its requent

specil events, wic ve cugt te

imgintion nd ve become prt te

locl recretion clendr.

four commercil oice towers bove te

mll totling 774,000 squre eet ve

been designed nd necessry pprovls

obtined. Te irst pse o 190,000

squre eet ws sold witin its irst week

o lunc.

Te aurngbd development s proven

te business concept nd lernings will

ennce urter te eiccy o te next

pse o developments. Two urter

Sopping mll developments in Ngpur

nd Coimbtore re well dvnced in

terms o design nd rcitecture nd will

go into development in fY13.

REGIONaL ShOPPING CENTRES


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ANNUAL REPORT 2012


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Indi is ome to 17% o te worlds

popultion but s only 3% o te worlds

lnd mss. Indis consumption story

is uelling mssive urbniztion tt

is nticipted to result in over 50% o

Indis popultion being urbnized by

2020. Tis puts pressure on te lredy

burgeoning rel estte prices in mjor

Metros suc s Mumbi nd Deli nd is

expected to give rise to te emergence

o new urbn centres in Tier II cities

wit strong economic growt drivers

nd inrstructure. Demnd or ousingin tese cities is relentless nd Prozone

CSC intends to serve tis demnd by

developing Residentil Colonies to ig

interntionl stndrds.

Omni Inrstructure Privte Limited, n SPV

o Prozone CSC, is luncing residentil

townsip in Indore on pproximtely 40

cres in 2012. Te vision is to crete

omes wit ll modern menities on te

lines o successul interntionl residentil

developments consistent wit te imge

o te Prozone CSC brnd.

Prozone Sojti Plms is mjestic

residentil spce providing true style o

Interntionl living, comprising o 896

ig-rise prtments in te irst pse o

te project. Te im is to crete modern

residentil townsip never seen in Indore

beore; Prozone is not just wy o living,

it is liestyle.

a tem o leding rcitects nd

consultnts s designed Prozone Sojti

Plms in every minute detil to ensure

optimum vlue, convenience nd on-time

delivery to teir customers. Te townsip

is unique in design mtcing premium

residentil stndrds in mbience, wic

redeines luxury nd spirtionl living.

a grndiose entrnce encompssing

ig levels o security welcomes stylis

venue rod lined wit mjestic plm trees

tt sets in eeling o stisction nd

relm o trnquility. Te scenic splendor

o te beutiul lndscpe s been

designed by Site Concepts Interntionl,

our Singpore bsed Lndscpe

arcitectur l consul tnts.

al l o te lndscpe res re

interconnected wit lengty nd wide

wlking/jogging pt round te perimeter

o te spce nd seprte ply res

or kids, ree rom veiculr movement,

ensures sety or te cildren.

a members-only residentil c lub o round

10,000 squre eet, wit bnqueting,

swimming pool, Jcuzzi, sp/sun,

outdoor gmes like lwn tennis, cricket

prctice net, bsketbll nd indoor gmeslike squs nd bdminton will mke tis

n idel mily centric community.

COMMERCIaL OffICES

Experience rom oter mrkets, reinorced

by own experience in te irst development

in aurngbd s proven tt people

wnt to work nerby gret retil ndentertinment destintions. Compnies

re lso keen to move teir Oices

into tese loctions s it ttrcts nd

retins te best workorce. Commercil

developments tereore orm te tird tier

o Prozone CSCs development model

designed to crete Indis City Centres o

te uture.

RESIDENTIaL COLONIES


22/96

ANNUAL REPORT 2012


23/96

21

Cpitl Sopping Centres Group PLC

(CSC) is te leding specilist developer,

owner nd mnger o pre-eminent

regionl sopping centres including 10

o te top 25 centres in te UK. at 31

December 2011 CSC owned 14 regionl

sopping centres spnning over 16 million

squre eet, ttrcting over 320 million

sopper visits per nnum, vlued t over

6.9 billion.

CSCs ssets now comprise ive mjor out-

o-town centres including our o te UKs

top six Te Trord Centre, Mncester;

Lkeside, Turrock; Metrocentre,

Gtesed; Breed, Glsgow nd Te

Mll t Cribbs Cusewy, Bristol nd

nine in-town centres including centres

in prime destintions suc s Crdi,

Mncester, Newcstle, Norwic nd

Nottingm.

Jon abel, Director, Cpitl Sopping Centres Group Plc

Jon abel joined te Liberty Interntionl Group in 1972 nd wsppointed n Executive Director in 2000. he ws ppointed Director

o Cpitl Sopping Centres in 1994 nd Mnging Director o

Cpitl Sopping Centres in September 2005 nd continued s non-

executive Director o Liberty Interntionl Plc. he s been integrlly

involved with the groups shopping centre activities from its very rst

mjor development, Te Victori Centre, Nottingm, wic opened

in te erly 1970s.

Dvid fiscel, Cie Executive, Cpitl Sopping Centres Group Plc

Dvid fiscel is te Cie Executive o Liberty Interntionl Plc. he s

been t te elm o Liberty Interntionl troug its mjor growt psend e is tody one o te most respected retil property proessionls

o is genertion. he s recently converted te business into Rel

Estte Investment Trust (REIT) to mke Liberty one o te top 20

REITs in te world operting business on tree continents. Dvid s

lso pioneered Libertys position on corporte socil responsibility in

providing environments tt cn uplit locl economies in generl nd

provide better liestyle or n entire community.

CSC Plc ve ppointed two o teir most senior Directors to te Bord o

Prozone CSC Ltd, nmely Mr Dvid fiscel, Cie Executive nd Mr Jon abel,

Director.

CaPITaL ShOPPING CENTRES GROUP PLC


24/96

ANNUAL REPORT 2012

CORPORaTE SOCIaL RESPONSIBILITY

Best National Mall

Launch 2011

Most Admired Mall in India for

Corporate Social Responsibility 2012

fOCUS ON ThE LOCaL COMMUNITY

Te Prozone aurngbd Mll invests in continul series o Corporte Socil

Responsibility progrms to rec out to specil needs in its community. Some o tis

yers ctivities were:

hppy Ert Drive to educte nd involve te community in eco-conscious nd

sustinbility solutions to protect our living environments

World Ert Dy tree plnting to crete wreness o te need to protect nd

nurture te nturl spces in our communities

Gods Specil Cildren t Orm Xing in ssocition wit our entertinment

zone prtner, Orm Xing, we welcomed locl specil cildren cre services to te

mll to experience dy o un nd gmes in aurngbd

Blood Dontion Cmp - on site to encourge wreness o te importnce o

sring our elt or te beneit o oters

free Eye Cre Cmp - in ssocition wit te Wolkrdt foundtion

PROZONE aURaNGaBaD WINS 2ND NaTIONaL aWaRD

Prozone CSC is deligted to nnounce its Imges Sopping Centre forum awrd

or Most admired Mll in Indi or Corporte Socil Responsibility 2012. Tis is te

2nd yer in succession tt Prozone aurngbd s won Ntionl awrd since

it opened in October 2010. Prozone aurngbd Mll ws recognised s te Best

Ntionl Mll Lunc 2011.

To elp support tese cuses plese visi t www.prozonecsc.com


25/96

23


26/96

fINaNCIaL SECTION


27/96

25

Notice is hereby given that the 5th Annual GeneralMeeting o the members oProone Capital ShoppingCentres Limited (Erstwhile Castle Mall Private Limited)will be held on Friday, 28th day o September 2012 at

11.00 a.m. at Eden Hall, The Classique Club, BehindInfnity Mall, New Link Road, Andheri (West),

Mumbai 400053 to transact the ollowing business:

As ordinary business:

1. To receive, consider and adopt the audited BalanceSheet as at 31st March 2012, the Prot & LossAccount and Cash Flow Statement or the yearended on that date along with the Reports o theDirectors and Auditors thereon.

2. To re-appoint M/s Singrodia Goyal & Co., CharteredAccountants as Statutory Auditors [Firm RegistrationNo. 112081W] o the Company who shall hold ocerom the conclusion o this Annual General Meetinguntil the conclusion o the next Annual GeneralMeeting and x their remuneration.

As special business:

3. To consider and i thought t to pass the ollowingresolution, with or without modication, as anOrdinary Resolution:

Resolved That Mr. Nikhil Chaturvedi who wasappointed as an Additional Director o the Companywith eect rom 27th February 2012 and whoholds oce under the provisions o section 260

o the Companies Act, 1956 up to the date o thisAnnual General Meeting and in respect o whom theCompany has received a notice in writing proposinghis candidature or the oce o Director undersection 257 o the Companies Act, 1956 be and ishereby appointed as non-rotational Director o theCompany.


Resolved That Mr. Salil Chaturvedi who wasappointed as an Additional Director o the Companywith eect rom 27th February 2012 and whoholds oce under the provisions o section 260o the Companies Act, 1956 up to the date o thisAnnual General Meeting and in respect o whom theCompany has received a notice in writing proposinghis candidature or the oce o Director undersection 257 o the Companies Act, 1956 be and ishereby appointed as non-rotational Director o theCompany.


NOTICE

Resolved That Mr. Punit Goenka who wasappointed as an Additional Director o the Companywith eect rom 20th April 2012 and who holdsoce under the provisions o section 260 o the

Companies Act, 1956 up to the date o this AnnualGeneral Meeting and in respect o whom theCompany has received a notice in writing proposinghis candidature or the oce o Director undersection 257 o the Companies Act, 1956 be and ishereby appointed as Director o the Company liableto retire by rotation.

6. To consider and i hought t to pass the ollowingresolution, with or without modication, as anOrdinary Resolution:

Resolved That Mr. Rajiv Singh who was appointedas an Additional Director o the Company with eectrom 20th April 2012 and who holds oce under

the provisions o section 260 o the Companies Act,1956 up to the date o this Annual General Meetingand in respect o whom the Company has receiveda notice in writing proposing his candidature or theoce o Director under section 257 o the CompaniesAct, 1956 be and is hereby appointed as Director othe Company liable to retire by rotation.


Resolved That Mr. John Abel who was appointedas an Additional Director o the Company with eect

rom 20th April 2012 and who holds oce underthe provisions o section 260 o the Companies Act,1956 up to the date o this Annual General Meetingand in respect o whom the Company has receiveda notice in writing proposing his candidature or theoce o Director under section 257 o the CompaniesAct, 1956 be and is hereby appointed as Director othe Company liable to retire by rotation.


Resolved That Mr. David Fischel who wasappointed as an Additional Director o the Companywith eect rom 20th April 2012 and who holdsoce under the provisions o section 260 o theCompanies Act, 1956 up to the date o this AnnualGeneral Meeting and in respect o whom theCompany has received a notice in writing proposinghis candidature or the oce o Director undersection 257 o the Companies Act, 1956 be and ishereby appointed as Director o the Company liableto retire by rotation.

9. To consider and i thought t to pass the ollowingresolution, with or without modication, as SPECIALRESOLUTION:


28/96

AnnuAl RepoRt 201226

Resolved That pursuant to provisions o section163 o the Companies Act, 1956 and otherapplicable provisions, i any, the Company herebyapproves that the registers, indexes, returns, copies

o certicates and documents or any or more othem may instead o being kept at the registeredoce o the Company at 105/106, ProvogueHouse, O New Link Road, Andheri (W), Mumbai400053 be maintained at the oce o Registrar andShare Transer Agent o the Company; Link IntimeIndia Private Limited, C-13, Pannalal Silk MillsCompound, L.B.S. Marg, Bhandup (West), Mumbai400078.

Further Resolved That the registers, indexes,returns, copies o certicates and documents etc.shall remain open ater the approval by the memberso the Company in this Annual General Meeting or

inspection during business hours o the Companyrom 2.00 p.m. to 4.00 p.m. except Saturdays andany other public holidays at the oce o Registrarand Share Transer Agent.

By Order o the Board o Directors

Proone Capital Shopping Centres Limited

Date: 15th May 2012 Nikhil Chaturvedi

Place: Mumbai Managing Director

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE

AT THE MEETING IS ENTITLED TO APPOINT

ONE OR MORE PROXIES TO ATTEND AND

VOTE ON A POLL ONLY INSTEAD OF HIMSELF

AND THE PROXY NEED NOT BE A MEMBER.

2. The Proxies in order to be valid must be depositedwith the Company at its Registered Oce notless than 48 hours beore the commencement othe meeting. No photocopy/scanned copy o thecompleted proxy orm will be accepted.

3. Members/Proxies should bring the Attendance Slipduly lled in or attending the meeting along with

their copy o Annual Report to the meeting.

4. Corporate Members intending to send theirauthorized representatives are requested to senda duly certied copy o the Board Resolutionauthorizing their representatives to attend and voteat the Annual General Meeting.

5. Members seeking any inormation or clarication onthe Annual Report are requested to send in writtenqueries to the Company at least one week beorethe meeting to enable the Company to compile theinormation and provide replies at the meeting

6. All documents reerred to in the accompanyingNotice are open or inspection at the RegisteredOce o the Company during the oce hours onall working days between 11.00 a.m. and 1.00 p.m.

upto the date o Annual General Meeting.7. The Annual report o the Company circulated to the

members o the Company is also available at theCompanys Website i.e. www.prozonecsc.com.

8. In view o the Green Initiative in CorporateGovernance introduced by the Ministry oCorporate Aairs vide its Circular No.17/2011 dated21.04.2011, all members who have not registeredtheir email IDs with the company or its Registrarand Share Transer Agent so ar, are requestedto register their e-mail IDs, so as to enable theCompany to send all notices/reports/documents/intimations and other correspondences etc. through

e-mails., in the electronic mode instead o receivingphysical copies o the same. For registering youre-mail IDs, a orm is provided or updation towardsthe end o this notice. Members holding shares indemat mode, who have not registered their e-mailIDs with DPs, are requested to register/update theire-mail IDs with their DPs.

9. The Explanatory Statement pursuant to Section173(2) o the Companies Act, 1956, in respect othe Special Business stated above is given below.

Explanatory Statement pursuant to section 173(2)

o the Companies Act, 1956

Item No. 3 & 4

Pursuant to section 260 o the Companies Act, 1956Mr. Nikhil Chaturvedi and Mr. Salil Chaturvedi wereappointed as Additional Directors with eect rom 27thFebruary 2012 and were also appointed as ManagingDirector and Deputy Managing Director respectivelyrom the same date or a period o 5 (ve) years. Theappointments o Mr. Nikhil Chaturvedi and Mr. SalilChaturvedi as Managing Director and Deputy ManagingDirector respectively have already been approved by themembers o the Company in their extra-ordinary generalmeeting held on 5th March 2012.

The Company also received notices along with deposito` 500/- each as required under section 257 o theCompanies Act, 1956 rom a member o the companyproposing Mr. Nikhil Chaturvedi and Mr. Salil Chaturvedi,as directors o the Company.

In view o Article no. 172 o the Articles o Associationo the Company, your directors recommend theappointment o Mr. Nikhil Chaturvedi and Mr. SalilChaturvedi, as directors o the Company not liable toretire by rotation, being Managing Director and DeputyManaging Director o the Company.


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27

None o the Directors except Mr. Nikhil Chaturvedi andMr. Salil Chaturvedi are deemed concerned or interestedin the above resolutions.

Item No. 5 to 8Pursuant to section 260 o the Companies Act, 1956Mr. Punit Goenka, Mr. Rajiv Singh, Mr. David Fischel andMr. John Abel were appointed as Additional Directorso the Company with eect rom 20th April 2012 andaccordingly they hold oce up to the date o this AnnualGeneral Meeting.

The Company has received notices along with deposito` 500/- each as required under section 257 o theCompanies Act, 1956 rom members o the companyproposing Mr. Punit Goenka, Mr. Rajiv Singh, Mr. DavidFischel and Mr. John Abel, as directors o the Company.Your Directors recommend their appointments as

Directors liable to retire by rotation or the approvalo members o the company in this Annual GeneralMeeting.

None o the Directors other than appointee himsel areconcerned or interested in particular resolution.

Item no. 9

The registered oce o the company is at 105/106,Provogue House, O New Link Road, Andheri (West)Mumbai 400053. The Company vide its agreementdated 27th March 2012 appointed M/s Link Intime IndiaPrivate Limited as Registrar and Share Transer Agenthaving its oce at C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W), Mumbai 400078.

Considering operational convenience and betteradministrative control, it is proposed to keep and maintainthe registers, indexes, returns, copies o certicates anddocuments or any or more o them at a place other

than registered oce o the Company and the same bekept and maintained at the oce o Registrar and ShareTranser Agent o the Company; Link Intime India PrivateLimited, C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (W), Mumbai 400078.

The registers, indexes, returns, copies o certicates anddocuments etc. shall remain open ater the approval othe members o the Company in this Annual GeneralMeeting or inspection during business hours o theCompany rom 2.00 p.m. to 4.00 p.m. except Saturdaysand any other public holidays at the oce o Registrarand Share Transer Agent as stated above.

Pursuant to the provisions o section 163 o the

Companies Act, 1956 the above resolution is proposedor the approval o members o the Company by passinga SPECIAL RESOLUTION. None o the Directors o theCompany is interested or concerned in the resolution.

By Order o the Board o Directors


Date: 15th May 2012 Nikhil Chaturvedi

Place: Mumbai Managing Director

PROzONE CAPITAL SHOPPING CENTRES LIMITEDRegistered Oce: 105/106, Provogue House, O New Link Road, Andheri (W), Mumbai 400053

E-MAIL ID REGISTRATION FORM

I, ...................................... (name o rst/individual shareholder) holding ...................(no. o shares) equity shares in physical mode vide olio no./DP & client ID No. ........................ in the

Company, would like to register below mentioned e-mail ID or receiving all the communications/documents/notices/correspondences etc. rom the Company in electronic mode instead o getting physical copies o the same. Kindlyregister the same.

E-mail ID: ........

Yours truly,

Signature

Name: ................................................................................

Address: .............................................................................

.............................................

.............................................


30/96


DIRECTORS REPORT

To the Members,


(Erstwhile Castle Mall Private Limited)

Your Directors have pleasure in presenting their reporton the business and operations o your Company or theyear ended 31st March 2012.

FINANCIAL RESULTS

(` in Lakhs)

Particulars Current

Year

31.03.2012

Previous

Year

31.03.2011

Income rom Operations 789.73 -

Other Income 651.42 0.95

Total Income 1441.15 0.95

Total Expenditure 1141.68 0.90Prot beore taxation &exceptional items

299.47 0.05

Less: Exceptional items 358.23 -

Proft/(loss) beore Tax (58.76) 0.05

Less: Tax expenses 144.32 0.06

Proft/(loss) ater Tax or

the year

(203.08) (0.01)

COMPOSITE SCHEME OF ARRANGEMENT AND

AMALGAMATION

During the year under review, by virtue o the CompositeScheme o Arrangement and Amalgamation (TheScheme) approved by the Honble High Court o Bombayvide its order dated 10th February 2012, the RetailCentric Real Estate Development Business (RCREDB) oProvogue (India) Limited (Demerged Company or PIL)got demerged/transerred to Prozone Capital ShoppingCentres Limited (Transeree Company or PCSCL or TheCompany) and Prozone Enterprises Private Limited(Transeror Company or PEPL) got amalgamated withthe Company. The Scheme became eective rom 27thFebruary 2012 and became operational rom 1st April2011, being the appointed date as per the approvedScheme.

CHANGE IN SHARE CAPITAL OF THE COMPANY

The Company, in pursuance o the Scheme approvedby the Honble High Court o Bombay, on 12th March2012 allotted 11,43,57,095 equity shares o` 2/- eachto the shareholders o Provogue (India) Limited (PIL) inthe exchange ratio o 1:1 (i.e. 1 equity share o ` 2/-each o the company against every 1 equity share o` 2/- each in PIL) and 3,79,95,788 equity shares tothe shareholder o Prozone Enterprises Private Limitedin exchange ratio o 313:75 (i.e. 313 equity shares o

` 2/- each o the Company against every 75 equityshares o` 10/- each in PEPL).

Accordingly the paid up share capital o the Companyincreased to ` 30,52,05,766/- divided into 15,26,02,883

equity shares o` 2/- each rom ` 5,00,000/- dividedinto 2,50,000 equity shares o` 2/- each.

LISTING

In terms o para nos. 7.9 and 11.12 o the approvedScheme, Company shall shortly be making applicationto the National Stock Exchange o India Limited (NSE)and Bombay Stock Exchange Limited (BSE) or listingo 15,26,02,883 equity shares o ` 2/- each (including2,50,000 equity shares o 2/- each beore the allotmentmade in pursuance o the Scheme).

CHANGE OF NAME OF THE COMPANYDuring the year, the Company was converted into aPublic Limited Company and name was changed toCastle Mall Limited with eect rom 28th September2011. Subsequently, the name o the Company waschanged to Prozone Capital Shopping Centres Limitedwith eect rom 5th October 2011.

DIVIDEND

Your directors are hopeul to present better nancialresults in years to come and to provide appropriatereturns in orthcoming years to the shareholders by wayo dividend.

DIRECTORS

During the year under review, the Company appointedMr. Nikhil Chaturvedi and Mr. Salil Chaturvedi asAdditional Directors w.e.. 27th February 2012 andappointed Mr. Punit Goenka, Mr. Rajiv Singh, Mr. JohnAbel and Mr. David Fischel as Additional Directors w.e..20th April 2012. Pursuant to provisions o section 260 othe Companies Act, 1956 they hold their oces upto thedate o ensuing Annual General Meeting. Your Directorsrecommend to appoint Mr. Nikhil Chaturvedi and Mr. SalilChaturvedi as non-rotational Directors and to appointMr. Punit Goenka, Mr. Rajiv Singh, Mr. John Abel and

Mr. David Fischel as directors liable to retire by rotation.The Board o Directors in their meeting held on 29thFebruary 2012 and members in their extra-ordinarygeneral meeting held on 5th March 2012 appointed Mr.Nikhil Chaturvedi and Mr. Salil Chaturvedi as ManagingDirector and Dy. Managing Director respectively or aperiod o 5 years with eect rom 27th February 2012.The Company in view o inadequacy o prot during thenancial year ended 31st March 2012 has applied to theCentral Government or seeking approval or paymento remuneration to Mr. Nikhil Chaturvedi and Mr. Salil


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29

Chaturvedi during their tenure as Managing Director andDeputy Managing Director respectively o the Company.

Mr. Rakesh Rawat resigned rom the board with eectrom 13th October 2011 and Mr. Deep Gupta, Mr. Akhil

Chaturvedi and Mr. J K Jain resigned rom the Boardo Directors o the Company with eect rom 20th April2012. The Board extends its deep sense o appreciationor the services rendered by them during their tenure.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 onConsolidated Financial Statements read with AccountingStandard AS-23 on Accounting or Investments inAssociates issued by ICAI, the Audited ConsolidatedFinancial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIESThe Company has 11 subsidiary companies as on 31stMarch 2012 including downstream subsidiaries. Thenames o direct subsidiary companies are as ollows:

1. Prozone Liberty International Ltd., Singapore

2. Alliance Mall Developers Company Private Limited

3. Royal Mall Private Limited

4. Jaipur Festival City Private Limited.

5. Kruti Multitrade Private Limited

The step-down subsidiary companies are:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Inrastructure Private Limited

9. Prozone International Limited, Singapore

10. Prozone Overseas Pte. Limited, Singapore

11. Prozone International Coimbatore Limited,Singapore

In view o circular no. 2/2011 dated 21st February 2011issued by the Ministry o Corporate Aairs, New Delhi,the Board o Directors o the Company have decided topresent the audited consolidated statement o accountso the company and its subsidiaries in the annual reportor the year under review. Your Company believes thatthe consolidated accounts present a true and air view othe state o aairs o the Company and its subsidiaries.Accordingly the annual report o your company does notcontain the nancial statement o its subsidiaries, butcontains the audited consolidated nancial statementso the company and its subsidiaries.

The annual accounts o the subsidiary companies alongwith the related detailed inormation are available orinspection by the shareholders o the Company andits subsidiary companies during business hours at therespective registered oces o Company and subsidiary

companies. Copies o the audited accounts o thecompanys subsidiaries can be sought by any memberby making a written request addressed to the CompanySecretary o the company at registered oce o the

Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) o the CompaniesAct, 1956 your Directors conrm that:

i. In the preparation o the annual accounts, theapplicable accounting standards have beenollowed.

ii. The Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and air view o the state

o aairs o the Company at the end o the nancialyear on 31st March 2012 and o the loss o theCompany or that year.

iii. The Directors have taken proper and sucientcare or the maintenance o adequate accountingrecords in accordance with the provisions o theCompanies Act, 1956 or saeguarding the assetso the Company and or preventing and detectingraud and other irregularities.

iv. The Directors have prepared the annual accountson a going concern basis.

AUDITORS

The Auditors M/s Singrodia Goyal & Co., CharteredAccountants, Mumbai hold the oce upto theconclusion o the ensuing Annual General Meeting. TheCompany has received a written consent alongwith acerticate rom them to the eect that their appointment,i made, would be within the limits as prescribed insection 224 (1-B) o the Companies Act, 1956. TheBoard recommends their reappointment. The reports othe Auditors on audited accounts or the nancial year2011-12 is sel explanatory and does not require anyurther explanation.

FIXED DEPOSITS

The Company has neither accepted nor renewed anypublic deposits within the meaning o Section 58-A othe Companies Act, 1956 and rules made thereunderduring the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION

217(2A)

In terms o the provisions o Section 217(2A) o theCompanies Act, 1956 read with the Companies(Particulars o Employees) Rules, 1975 as amended, the


32/96


names and other particulars o the employees are setout in the annexure to the Directors' Report. However,having regard to the provisions o Section 219(1)(b)(iv) o the said Act, the Annual Report excluding the

aoresaid inormation is being sent to all the members othe Company and others entitled thereto. Any memberinterested in obtaining such particulars may write tothe Company Secretary at the registered oce o theCompany.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORBTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

As the company is not engaged in manuacturing andother activities as specied under Companies (Disclosureo Particulars in the Report o Board o Directors) Rules,1988 read with Section 217 (1)(e) o the Companies

Act, 1956, the particulars regarding conservation oenergy, technology, absorption are not applicable to theCompany. There were no oreign exchange earnings andoutgo during the year under consideration

GREEN INITIATIVE IN THE CORPORATE

GOVERNANCE

In view o the Green Initiative in Corporate Governanceintroduced by the Ministry o Corporate Aairs vide itscircular no. 17/2011 dated 21.04.2011, all memberswho have not registered their e-mail IDs with theCompany or its Registrar and Share Transer Agent(RTA), are requested to register their e-mail IDs with

the Company or RTA, so as to enable the companyto send all notices/reports/documents/intimations andother correspondences etc. through e-mails, in theelectronic mode instead o physical copies o the same.A specimen o request orm or registering e-mail IDs tobe lled and submitted by the members to the Registrar& Transer Agent or the Company is given below thenotice o the AGM.

AUDIT COMMITTEE

The Board o Directors in their meeting held on 20th April2012 constituted an Audit Committee which consists otwo Independent non-executive directors namely; Mr.

Punit Goenka as Chairman and Mr. Rajiv Singh, and oneexecutive director namely Mr. Salil Chaturvedi. The AuditCommittee unctions in terms o the role and powersdelegated by the Board o Directors keeping in view theprovisions o Clause 49 o the Listing Agreement andSection 292A o the Companies Act, 1956.

ELECTRONIC FILING

Upon listing o shares o the Company with the StockExchanges, Company shall be periodically uploadingthe Annual Reports, Financial Results, ShareholdingPattern, Corporate Governance Reports etc. and otherinormation on its website viz. www.prozonecsc.com.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express theirgratitude and sincere appreciation or the dedicatedeorts o all the employees o the Company. YourDirectors are also thankul to the esteemed shareholders or their support and condence reposed inthe Company and to the High Court o Bombay, TheStock Exchanges, Government Authorities, FinancialInstitutions and Banks, Advisors, Consultants and otherbusiness partners.

For and on behal o Board o Director

Date: 15th May 2012 Nikhil Chaturvedi Salil Chaturvedi

Place: Mumbai Managing Director Dy. Managing Director


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31

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC OVERVIEW

The economy o India is the eleventh largest in the world

by nominal GDP and the third largest by purchasing

power parity (PPP). The country is one o the G-20 major

economies and a member o BRICS.

Various domestic and global actors contributed

towards a moderation o Indian economic growth to

6.9% in April-December 2011 rom an average o 8.4%

rom 2009 to 2011. Further slowdown in economic

growth in 2012-13 has orecast GDP rates dipping to

circa 5.0 to 5.5% refecting an era o global economic

uncertainty. Worst aected is inward investment, which

underwent a mild 0.2% contraction in April-December

2011 in year-on-year terms, relative to a growth o 8.9%

in the same months o 2010, refecting a dampening

o business sentiments and the pace o execution o

various projects. Uncertainty about demand conditionsgiven the global outlook and its likely contagion eect,

regulatory issues including environmental clearances

and land acquisition as well as sector specic actors

like availability o coal and iron ore have impacted

investments. Other contributory actors included an

increase in interest rates to dampen high infation and

a slowdown in decision-making in various crucial areas

like allocation o natural resource blocks. At the same

time, while scal policy remains expansionary, higher

outgo toward items o non-plan revenue expenditure,

such as subsidies, limited the scal space available or

boosting inrastructure spending by the public sector.

Investment growth is likely to remain sluggish in 2012-

13 as well, unless policy issues are addressed and there

is a substantial pick up in the pace o implementation o

big ticket economic reorms.

Indias interest rate cycle has peaked with moderation

in headline infation, even though concerns pertaining

to commodity prices remain. The balance o growth-

infation indicators and the guidance provided by the

Reserve Bank o India (RBI) in the Third Quarter Review o

Monetary Policy suggest reconrmation that the interest

rate cycle has peaked. However, infation is unlikely to

moderate substantially in H1, 2012-13 on account o

the anticipated revision o domestic prices o various uelitems, electricity and coal. At the same time, the price

o crude oil has risen sharply in the recent months, and

the possibility o urther spikes cannot be ruled out in

case the ongoing geo-political tensions escalate. This

would uel infationary pressures considerably, widen

Indias current account decit and may prompt urther

depreciation o the Indian rupee. At present, the Indian

rupee is around 12% cheaper relative to the US dollar as

compared to the levels a year ago, providing exporters

with a competitive advantage.

All this can be viewed against the backdrop o a bleak

outlook or the Advanced Economies, several o which

are likely to display low growth in 2012-13 ollowing scal

tightening to be undertaken to reduce the mounting

sovereign debt levels. Furthermore, developments in theAdvanced Economies would determine global liquidity

conditions, risk aversion and business condence, all o

which may critically impact the level o nancial fows into

India as well as the level o the Indian rupee relative to

other major currencies, both o which have undergone

considerable volatility over the course o 2012-13.

Attracting larger oreign direct investment (FDI) into various

sectors in India has also assumed great importance, not

only or the benecial impact in terms o productivity

gains, but also to nance the widening current account

decit (CAD). As witnessed to an extent in the recent

quarters, India remains vulnerable to sudden outfowso oreign institutional investors (FII) unds as well as

drying up o infows o external commercial borrowings,

the magnitude o which are heavily infuenced by global

trends or risk aversion and liquidity conditions.

INDUSTRY OVERVIEW

The Retail industry is one o the pillars o the modern

Indian economy and accounts or 14-15% o its GDP.

The Indian retail market is estimated to be US$ 450

Billion and one o the top ve retail markets in the world

by economic value. India is one o the astest growing

retail markets in the world, with a population o 1.2 Billionpeople.

India's traditional retailing industry essentially consists o

the local mom and pop store, owner manned general

stores, convenience stores, hand cart and pavement

vendors, etc. Contemporary Organised retail accounts

or about 5% o the market as o 2011-12. According to

industry experts, the next phase o growth is expected to

come rom Tier 2 and 3 cities and the rural markets. The

organised retail segment in India is orecast to grow by

over three times during the next ve years (rom 2011),

to reach a gure o US$ 80 Billion (as per consultancy

rm, Technopak). Also, Indias consumption level will

double within ve years to an annual gure o US$ 1.5

trillion rom the present level o about US$ 750 Billion.

FDI Policy Initiatives

100 per cent FDI is permitted under the automatic

route or trading companies in the cash & carry trading

wholesale trading sector. FDI up to 51 per cent under the

Government route is allowed in the retail trade o Single

Brand products, according to the Consolidated FDI

Policy document. Permitting FDI in Multi Brand retail is


34/96


being contemplated by the government and is expected

to pass into law in the near uture. This is potentially a

major llip to investment and growth o modern retailing

in India

Indias Real Estate Industry

For all its problems, the real estate market - both

consumers and companies - lived through interesting

times in 2011. Relentless rise in property and interest

rates, controversies over land acquisition, the landmark

Noida Extension court judgment and, to top it all, the

various reorm proposals, made or a heady cocktail.

The next year is expected to be no dierent.

Turbulent Global Market economic uncertainties have

aected India's economy, including the real estate

market. Macroeconomic indicators are not healthy.

Fiscal decit and interest rates are high while the rupee isdepreciating. All this does not bode well or any industry,

especially real estate, says real estate investment

advisory, DTZ India, a property consultancy rm.

High prices and interest rates have been dampeners.

Demand has been stagnating in a ew cities even as

supply remains high. Investors as well as end-users have

been showing signs o weariness. Repeated increases in

interest rates have led to a decline in sale o residential

properties. This is likely to have an impact on residential

sales in 2012 as well, says CBRE South Asia, a real

estate brokerage.

Flow o unds is a concern or developers. Real estatedevelopers are reeling under high debt and oreign direct

investment infows have slowed, says the research and

real estate intelligence service o Jones Lang LaSalle

(JLL) India.

BUSINESS OVERVIEW

Business Policy

Prozone CSC maintains generally accepted standards o

corporate conduct towards its employees, consumers

and society at large. We believe that the policies must

balance individual interest with corporate goals andoperate within the accepted norms o propriety, equity

and sense o justice. The Company believes that it is

rewarding to be better managed and governed and to

align and intensiy its activities with the national interest.

The Company makes all round eorts in its pursuit to

enhance market share and enhance shareholders value

in the industry.

Proone CSC Operations

To capitalize the opportunities in the retail business, the

Company is in the process o developing properties or

commercial purposes including development o regional

shopping malls. Prozone CSC has collaborated with, UKbased, Capital Shopping Centres Group Plc to develop

shopping malls. Being associated with one o the leaders

o retail real estate development, the Company is aiming

to open international scale shopping centres across

India designed and built to international standards.

Aurangabad was the rst to open in October 2010

housing approximately 0.8 Million square eet o Indias

best retailers, entertainment centers and restaurants.

In addition to the retail shopping centres, Prozone CSC

is developing mixed-use properties in the residential

colonies and commercial oce blocks segment on land

adjacent to the retail developments.

Internal Control System and Adequacies

The Company has adequate internal control procedures

commensurate with the size and nature o its businesses.

The internal control system is supplemented by extensive

internal audits, regular reviews by the management and

well-documented policies and guidelines to ensure

reliability o all records to prepare nancial statements

and other data. Moreover, the Company continuously

upgrades these systems in line with the best accounting

practices. The Company has independent audit

systems to monitor the entire operations and the AuditCommittee o the Board regularly review the ndings and

recommendations o internal audits.

OPPORTUNITIES AND THREATS

Opportunities

The retail sector in India today is one o the astest

growing business segments in the country, comprising

13 Million outlets and employing over 18 Million people.

Rise in disposable income, changing liestyles and

avourable demographics are the key actors driving this

growth.

With organised retail expected to grow at a steady

rate o over 20% per annum, Indias new consumption

story continues to provide the Company immense

opportunities. Our strong partnership with Capital

Shopping Centres Group Plc urther help us to leverage

this position.

Large investments in new retail concepts are changing

the rapidly evolving organized retail landscape in India.


35/96

33

This is not just restricted to the metros but has also

spread to Tier-2 and Tier-3 cities. Prozone CSC is

expected to benet signicantly rom a combination o

the growth in retail and as the rise o the consuming

class in Tier-2 and Tier-3 cities continues.

Threats

Apart rom an ever shiting real estate scenario and

the emergence o new retail estate players, demand

or talent in India and abroad may result in increasing

attrition o employees. China may too emerge as a rival

in the longer run to the Indian retail inrastructure industry

as it has rapidly been increasing its retail base and the

demand or skilled manpower outstrips the supply. The

Company has adopted policies that will attract and

retain the best talent.

RISK MANAGEMENT

Economic Risk

A slowdown in economic growth in India could cause

the business to suer as the Companys perormance

is highly dependent on the growth o the economy,

which in turn leads to a rise in disposable incomes and

resultant consumption.

Favourable population growth, a large pool o highly skilled

workers, greater integration with the world economy and

increasing domestic and oreign investment suggest that

the Indian economy will continue its growth momentum

or several years to come. This will also provide impetus

to the retail industry, which is estimated to grow to circa

$1,500 Billion in 5 years rom about $450 Billion in 2011.

Business Risk

The Company operates in high growth urban centres,

where retail consumption is being uelled by a strong

migration o the working population rom smaller towns

and rural areas. I this rate o urbanisation were to slow

it would in turn slow absorption rates o the real estate

inrastructure in the development pipeline. However

through a careully planned phased developmentstrategy, the management o the Company has reduced

the risk to a minimal level.

The Company has a low debt equity ratio and is well

placed to take care o its borrowings. The oreign

exchange transactions o the Company are suitably

covered and there are no materially signicant exchange

rate risks associated with international trade.

Shopping Mall Risk

Large scale retail inrastructures success is subject to

well designed architecture and services that will meet the

needs o retailers and consumers over the long term and

a strong and growing catchment area that will provide anincreasing supply o consumers. The company believes

that in the case o Aurangabad, which is open, and in

other cities which are preparing or development, both

these risks have been mitigated. The population numbers

in the catchment areas o each site in these Tier II cities

are growing and thereore should present no major long

term risk to the business. In addition the Companys

joint venture partnership with Capital Shopping Centres

Group plc, that has more than 30 years o experience in

developing large scale retail inrastructure has ensured

that architecture and services have been designed with

a long term perspective to meet the needs o retailersand consumers alike and thereore do not represent

signicant risk to the business.

Brand Risk

Any event that tarnishes the image o the Prozone CSC

brand can lower the value o the brand and adversely

aect the Companys business.

The Company ensures that none o the characteristics

and attributes o the brand are compromised within

the Companys communication to its customers or its

trade partners. The Company also gives wide ocus on

customer preerences and conducts extensive in-houseresearch to maintain top-o-the-mind recall with the

customer base with respect to the brand. The Company

believes that it has an appropriate mitigation plan in

place to handle brand risk.

HUMAN RESOURCES

The Company regards its human resources as amongst

its most valuable assets and proactively reviews

policies and processes by creating a work environment

that encourages initiative, provides challenges and

opportunities and recognizes the perormance and

potentials o its employees.

Focused and organized investment in training and

development, continuance o productivity improvement

eorts and an employee satisaction survey are some o

the highlights o our ongoing HR activities.

Industrial relations across dierent locations o the

Company were cordial during the year and the Company

continues to maintain its ocus on human resources

development. The total number o employees o the

Company as on 31st March 2012 stood at 31.


36/96


OUTLOOK

A strong latent demand or retail, residential and

commercial real estate within the markets Prozone CSC

has selected, positions the Company as an integrated

real estate player in the growing domestic consumptionstory. Within the Indian economy on a rm oundation

and the organized retail industry surging, the Company

is condent that it is well placed to take advantage o

growth opportunities in the coming years.

FINANCIAL PERFORMANCE

Operational Income

The Company achieved a total consolidated operational

income o ` 5,030.50 Lakhs. This income fows rom

Aurangabads retail operations only, where the mall has

77% absorption o its total shopping space inventory.

Other Income

The Company earned other consolidated income o

` 841.38 Lakhs. The idle unds were temporarily invested

into liquid mutual unds and interest bearing securities

and loans, which has resulted in higher Other Incomeearnings to the Company.

Cautionary Statement

This report contains orward-looking statements based

on certain assumptions and expectations o uture

events. Actual perormance, results or achievements

may dier rom those expressed or implied in any such

orward-looking statements. The Company assumes

no responsibility to publicly amend, modiy or revise

any orward looking statements, on the basis o any

subsequent developments, inormation or events.


37/96

35

To te Members o

Prozone Capital Sopping Centres Limited

(ormerly knon as Castle Mall Priate Limited)

W av ait t attac Balanc St o Prozon

Capital Sopping Cntrs Limit (ormrly known as

Castl Mall Privat Limit) as at 31st Marc 2012,

t Statmnt o Prot an Loss an t Cas Flow

Statmnt or t yar n on tat at, ann

trto. Ts nancial statmnts ar t rsponsibility

o t Companys managmnt. Or rsponsibility is to

prss an opinion on ts nancial statmnts bas

on or ait.

1. W conct or ait in accoranc wit

aiting stanars gnrally accpt in Inia.

Tos stanars rqir tat w plan an prorm

t ait to obtain rasonabl assranc abot

wtr t nancial statmnts ar r o matrial

misstatmnt. An ait incls amining, on a

tst basis, vinc spporting t amonts an

isclosrs in t nancial statmnts. An ait also

incls assssing t acconting principls s

an signicant stimats ma by managmnt,

as wll as valating t ovrall nancial statmnt

prsntation. W bliv tat or ait provis a

rasonabl basis or or opinion.

2. As rqir by t Companis (Aitors Rport)

Orr, 2003 an amnmnts trto iss by

t Cntral Govrnmnt o Inia in trms o Sction

227(4A) o t Companis Act, 1956, w ann

rto a statmnt on t mattrs spci in t

paragraps 4 an 5 o t sai Orr.

3. Frtr to or commnts in t Annr rrr to

in paragrap 2 abov, w rport tat:

a) W av obtain all t inormation an

planations, wic to t bst o or

knowlg an bli wr ncssary or t

prpos o or ait.

b) In or opinion, propr books o acconts as

rqir by law av bn kpt by t Company

so ar as it appars rom or amination o

tos books.

c) T Balanc St, t Statmnt Prot &Loss an t Cas Flow Statmnt alt wit

AudITORS' RePORT

by tis rport ar in agrmnt wit t books

o acconts.

) In or opinion t Balanc St, t

Statmnt o Prot an Loss an t Cas Flow

Statmnt comply in all matrial aspcts wit

t applicabl Acconting Stanars rrr

to in Sction 211 (3C) o t Companis Act,

1956.

) On t basis o writtn rprsntations rciv

rom t irctors as on 31st Marc 2012 an

takn on rcor by t Boar, w rport tat

non o t irctor is isqali as on 31st

Marc 2012 rom bing appoint as a irctor

in trms o clas (g) o Sbsction (1) o

Sction 274 o t Companis Act, 1956.

) In or opinion an to t bst o or inormation

an accoring to t planations givn tos, t sai acconts, ra togtr wit

nots apparing tron, giv t inormation

rqir by t Companis Act, 1956 in t

mannr so rqir an giv a tr an air viw

in conormity wit t acconting principls

gnrally accpt in Inia:

i) In t cas o t Balanc St, o t

Stat o Aairs o t Company as at 31st

Marc 2012,

ii) In t cas o t Statmnt o Prot an

Loss, o t loss o t Company or t

yar n on tat at, an

iii) In t cas o Cas Flow Statmnt, o t

Cas Flows o t Company or t yar

n on tat at.

For Singrodia Goyal & Co.

Cartr Accontants

Firm Rg No. 112081W

Syamratan Singrodia

Plac : Mmbai Partnrdat : 15t May 2012 Mm. No. 49006


38/96


Annexure reerred to in Paragrap 2 o te Auditors

Report or te year ended 31st Marc 2012.

As rqir by t Companis (Aitors Rport) Orr,

2003 an amnmnts trto an accoring to t

inormation an planations givn to s ring t

cors o t ait an on t basis o sc ccks o

t books an rcors as wr consir appropriat

w rport tat:

(i) a) T Company as maintain propr rcors

sowing ll particlars incling qantitativ

tails an sitation o assts.

b) T scop o annal pysical vrication o

assts conct by t managmnt

as bn limit to assts otr tan

Frnitr an Fitrs only. In or opinion t

intrval o pysical vrication is rasonabl. No

iscrpancis av bn notic on t asstspysically vri.

c) T Company as not ispos o any

assts ring t yar.

(ii) Sinc t Company os not av any invntory,

t class 4 (ii) (a) (b) an (c) o t sai Orr ar

not applicabl to t Company.

(iii) a) T Company as grant nscr loans

to svn sbsiiary companis covr in

t rgistr maintain nr Sction 301 o

t Companis Act, 1956 on call basis. T

maimm amont otstaning ring t

yar was ` 11,514.27 Laks an t yar-nbalanc was ` 4,980.53 Laks

b) T sai loans ar intrst r cpt in two

cass wr intrst as bn carg. T

rat on intrst wrvr carg an otr

trms an conitions on wic t loans av

bn grant ar prima aci, not prjicial to

t intrst o t Company;

c) In viw o or commnts in para (iii) (a) an (b)

abov, class 4 (iii) (c) an () o t sai Orr

ar not applicabl.

) T Company as takn nscr loans rom

two partis covr in t rgistr maintainnr Sction 301 o t Companis Act,

1956 on call basis. T maimm amont

otstaning ring t yar was ` 2,416.83

Laks an t yar-n balanc was ` 1764.08

Laks.

) T sai loans ar intrst r. Otr trms

an conitions on wic ts loans av bn

takn ar prima aci, not prjicial to t

intrst o t Company;

) In viw o or commnts in para (iii) () an ()

abov, clas 4 (iii) (g) o t sai Orr is not

applicabl.

(iv) Tr ar aqat intrnal control systms

commnsrat wit t siz o t Company an

t natr o its bsinss wit rgar to prcas

o assts an or t sal o srvics. T

Company as not carri ot any activity o

prcass o invntoris an sal o goos ring

t yar. dring t cors o or ait, no major

waknss as bn notic in t intrnal control

systms.

(v) a) T particlars o contracts or arrangmnts

rrr to in Sction 301 o t Companis

Act, 1956 tat ns to b ntr into t

rgistr maintain nr sction 301 av

bn so ntr.

b) T transactions ma in prsanc o sc

contracts or arrangmnts av bn ma at

prics wic ar rasonabl aving rgar to

t prvailing markt prics at t rlvant tim.

(vi) T Company as not accpt any posits rom

t pblic.

(vii) T Company as an aqat intrnal ait

systm commnsrat wit its siz an natr o its

bsinss.

(viii) T Cntral Govrnmnt as not prscrib or

maintnanc o cost rcors nr Sction 209(1)

() o t Companis Act, 1956 or t Company.

(i) a) Accoringly to t rcors o t Company, t

nispt stattory s incling Provint

Fn, employs Stat Insranc, Incom

Ta, Sals Ta, Walt Ta, Srvic Ta,

Cstoms dty, ecis dty an Css wrvr

applicabl av bn rglarly posit

wit t appropriat atoritis. Tr ar

no nispt amont payabl in rspct o

sc stattory s wic av rmain

otstaning as at 31st Marc 2012 or a prio

mor tan si monts rom t at ty

bcam payabl.

b) Tr ar no amont in rspct o any ispt

sals ta, incom ta, walt ta, srvic ta,

cstom ty, cis ty an css.

() T Company is not in istnc or mor tan v

yars an nc t provisions o t clas 4 () o

t Orr is not applicabl or t yar nr rport.

(i) T Company as not alt in rpaymnt o its

s to banks an nancial instittions.

ANNexuRe TO AudITORS RePORT


39/96

37

(ii) T Company as not grant any loans or

avancs on t basis o scrity by way o plg

o sars, bntrs or otr scritis.

(iii) T provisions o any Spcial Statt applicabl to

Cit Fn, Nii or Mtal Bnt Fn/Socitis

ar not applicabl to t Company.

(iv) T Company is not a alr or trar in sars,

scritis, bntrs an otr invstmnts.

(v) T Company as givn garants or loan

avail by a stpown sbsiiary rom varios

Banks/Instittions an in or opinion t trms an

conitions tro ar not prjicial to t intrst

o t Company.

(vi) T Company as not obtain any trm loans

ring t yar nr rport.

(vii) On an ovrall amination o t balanc st ot Company, w rport tat t no ns rais

on sort-trm basis av bn s or long trm

invstmnts.

(viii) T Company as ma prrntial allotmnt

o sars to on party covr in t rgistr

maintain nr Sction 301 o t Companis

Act, 1956 at t pric wic is not prjicial to t

intrst o t Company.

(i) T Company as not iss any bntrs ring

t yar.

() T Company as not rais any mony trog

t pblic iss ring t yar.

(i) dring t cors o or amination o t

books an rcors o t Company, carri ot in

accoranc wit t gnrally accpt aiting

practics in Inia, an accoring to t inormation

an planations givn to s, w av nitr com

across any instanc o any matrial ra on or by

t Company, notic or rport ring t yar,

nor av w bn inorm o sc cas by t

managmnt.

For Singrodia Goyal & Co.

Cartr Accontants

Firm Rg No. 112081W

Syamratan Singrodia

Plac : Mmbai Partnr

dat : 15t May 2012 Mm. No. 49006


40/96


BALANCe SheeTas at 31st Marc 2012

(` in Laks)

Particulars Notes As at

31.03.2012

As at

31.03.2011

EQUITY AND LIABILITIES

Sareolder's Funds

Sar capital 3 3,052.06 1.00

Rsrvs an srpls 4 36,896.97 (0.59)

39,949.03 0.41

Non - current Liabilities

Long - trm borrowings 5 1,741.32 -

1,741.32 -

Current Liabilities

Sort - trm borrowings 6 34.59 24.68

Tra payabls 7 67.34 0.22

Otr crrnt liabilitis 8 151.75 0.08

253.68 24.9841,944.03 25.39

ASSETS

Non-current Assets

Fi assts

Tangibl assts 9 590.30 -

Intangibl assts 10 8.23 -

drr ta assts (nt ) 11 34.28 -

Non - crrnt invstmnts 12 28,470.73 -

Long - trm loans an avancs 13 5,975.18 24.89

35,078.72 24.89

Current AssetsCrrnt invstmnts 14 1,222.79 -

Tra rcivabls 15 945.88 -

Cas an cas qivalnts 16 3,603.77 0.50

Sort - trm loans an avancs 17 1,092.68 -

Otr crrnt assts 18 0.19 -

6,865.31 0.50

41,944.03 25.39

T Composit Scm o Arrangmnt an Amalgamation 1

Signicant Acconting Policis 2

Accompanying Nots to Acconts 26

As pr or rport o vn at attac

For Singrodia Goyal & Co. For and on beal o te Board

Cartr Accontants

Syamratan Singrodia Nikil Caturedi Salil Caturedi

Partnr Managing dirctor dy. Managing dirctor

Mem. No. 49006

Plac : Mmbai Sneal Bansode

dat : 15t May 2012 Company Scrtary


41/96

39

STATeMeNT OF PROFIT & LOSSor te year ended 31st Marc 2012

(` in Laks)

Particulars Notes Year ended

31.03.2012

Year ended

31.03.2011

INCOME

Rvn rom oprations 19 789.73 -

Otr incom 20 651.42 0.95

TOTAL REvENUE 1,441.15 0.95

EXPENSES

employ bnts pns 21 489.04 -

Financ costs 22 4.58 0.76

dprciation an amortisation pns 131.06 -

Otr pnss 23 517.00 0.14

TOTAL EXPENSES 1,141.68 0.90

Prot beore tax & exceptional items 299.47 0.05

ecptional itms 24 358.23 -

Prot/(Loss) beore tax (58.76) 0.05

Less: Tax Expense

Crrnt ta - 0.06

drr ta liabilitis/(assts) 116.08 -

Ta o arlir yars 28.24 -

Prot/(Loss) or te year (203.08) (0.01)

Earnings per equity sare 25

(Nominal val o sar ` 2 (PY` 10) : Basic (0.13) (0.02)

: dilt (0.13) (0.02)

T Composit Scm o Arrangmnt an Amalgamation 1

Signicant Acconting Policis 2

Accompanying Nots to Acconts 26

As pr or rport o vn at attac

For Singrodia Goyal & Co. For and on beal o te Board

Cartr Accontants

Syamratan Singrodia Nikil Caturedi Salil Caturedi

Partnr Managing dirctor dy. Managing dirctor

Mem. No. 49006

Plac : Mmbai Sneal Bansode

dat : 15t May 2012 Company Scrtary


42/96


CASh FLOW STATeMeNTor te year ended 31st Marc 2012

(` in Laks)

Particulars Year ended

31.03.2012

Year ended

31.03.2011

A. CASh FLOw FROM OPERATING ACTIvITIES

Nt Prot/(Loss) bor ta 299.47 0.05

Ajstmnts or : - -

dprciation 131.07 -

Financ costs 4.58 0.76

Intrst incom (429.14) (0.95)

divin incom (192.23) -

Amalgamation pnss (80.68) -

Nt gain on sal o invstmnts (24.76) -

Operating prot beore orking capital canges (291.69) (0.14)

Ajstmnts or :

Incras/(dcras) in Tra payabls 15.41 -

Incras/(dcras) in Otr crrnt liabilitis 106.97 0.16

Incras/(dcras) in Long-trm provisions 0.74 -

dcras/(Incras) in Long-trm loans an avancs 5,847.26 (24.89)

dcras/(Incras) in Tra rcivabls (765.32) -

dcras/(Incras) in Sort-trm loans an avancs (171.62) -

dcras/(Incras) in Otr crrnt assts (0.19) -

Cas generated rom/(used in) operations 4,741.56 (24.87)

dirct tas pai 14.47 (0.06)

Net cas fo rom/(used in) operating actiities 4,756.03 (24.93)

B. CASh FLOw FROM INvESTING ACTIvITIES

Prcas o assts (14.47) -

Prcas o Non - crrnt invstmnts (1.00) -

Sal o Non - crrnt invstmnts 1.00 -

Prcas o Crrnt invstmnts (10,495.17) -

Sal o Crrnt invstmnts 9,297.13 -

Intrst incom 429.14 0.95

divin incom 192.23 -

Net cas fo rom/(used in) inestment actiities (591.14) 0.95


43/96

41

CASh FLOW STATeMeNTor te year ended 31st Marc 2012

(` in Laks)

Particulars Year

Prozone Annual Report 2012_pcscl

Documents

Transcript of Prozone Annual Report 2012_pcscl