Provogue Annual Report

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Design by dickenson www.notension.biz
OVO G
OVO G
REGISTERED OFFICE:
105/106 PROVOGUE HOUSE, OFF NEW LINK ROAD, ANDHERI (W), MUMBAI 400 053, INDIA
www.provogue.net
ANNUAL REPORT 2008-09
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We believe in dreams
Dreams spawn ideas that

when well researched
and executed give rise to
the businesses of the
future. We want our
Company to respect the
dreams of all
our stakeholders,
especially our
customers, and to help
turn their dreams into
reality - to live your
dream.
ANNUAL REPORT 2008-09 00 - 01

CONTENTS
05 We’re more than just a brand

06 Letters to Shareholders
10 Our Vision
11 Corporate Information
12 Our Legacy
13 Our Philosophy
14 Retail : Our DNA
16 Our Business Model
17 Our Business Units
18 Provogue
20 Promart
22 Prozone
24 Board of Directors
26 Joint Venture Partner
28 Financial Highlights
30 CSR Programmes
34 Notice
36 Directors’ Report
40 Management Discussion & Analysis
43 Corporate Governance Report
51 Auditors' Report
54 Financial Statements
81 Consolidated Financial Statements
We’re more
than just a brand...
Provogue started as a dream in the

hearts of the promoters: a fresh
Indian fashion brand which
reflected the mood and aspirations
of new India. Today, we have
extended that dream through the
retail value chain from garment
manufacturing and distribution to
branded retail stores, value retail
formats and retail infrastructure
solutions for future generations of
Indian family consumers.

“ I'm confident we will emerge even
stronger through accelerated
learnings from the impacts of the
global economic slowdown ”
Dear Fellow Shareholders
It is a pleasure to address you again after what has

been a watershed year for world economies and
Indian retail in particular. The fall off in consumer
confidence following the international sub-prime
events of last September and the collapse of some of
the world's most revered business institutions, was
further affected by the terrorist attacks in Mumbai on
26th November. As a result, the general retail
performance in India in the second half-year was well
down from earlier expectations. However, against
this difficult economic backdrop, your company was
able to close the year 7% up on revenue and 13% up on
PAT from the previous year.
We must not minimize the challenges that lie ahead of

us after the events of the past year, but India has
withstood this crisis well and the local market's
reaction has, I believe, been less on any shift in our
economic fundamentals and more on a sentiment to
the global economic slowdown. GDP growth remains
over 5% and economists are predicting it will climb
back to over 7% for the next 5 years, which would
make it one of the highest amongst the world's leading
nations. Domestic consumption, approximately 65%
of present GDP, is intact with retail, the primary
driver, representing over 60% of the story. Add to this
inflation rates less than 1%, interest rates expected to
fall below 10%, a strong and conservative banking
system and a newly elected and stable pro-growth
government for the next five years and India remains
an interesting destination for development.
I'm confident we will emerge even stronger through

accelerated learnings from the impacts of the global
economic slowdown. Our strong balance sheet with a
low debt to equity ratio and high liquid reserves
means that we are well positioned to ride the tides of
these economic cycles and to take advantage of
opportunities that may arise.
Nikhil Chaturvedi : Managing Director

LETTER TO SHAREHOLDERS
Corrections to the real estate market have resulted in a Liberty strategy to be the long term dominant quality
reduction of retail rents, which are offering both of our player in every market we enter.
retail format businesses, Provogue and Promart, more
viable locations in a wider number of markets and which In acknowledgment of the more cautious consumer
will enable us to accelerate the roll-out of both business sentiment, we have adopted a market-led phased
units. The Provogue brand is now 10 years old and in the development strategy for our shopping centres, which
midst of a significant investment to prepare itself for the will ensure that space is delivered as required to
next phase of growth. Value retailing is in strong demand maintain the shopping experience while optimizing long-
and increasingly in focus, so the launch of Promart could term value.
not have been better timed to capitalize on this high
volume mid-consumer segment for fashion and lifestyle
I believe that in times such as these companies that stick
products.
to their core values and focus on their core business can
emerge as industry leaders. Through continually
Success in the evolving retail real estate market in India investing in our skill sets, building strong teams and
will be determined by a combination of knowledge, input remaining specialists in each business unit, we are
costs, interest rates and the supply/demand equation. determined to be the leading player in every category in
Our joint venture with Liberty International Plc which we operate and optimise value creation for our
continues to provide us enormous benefits from shareholders. We were fortunate to have raised
accelerated learnings in design, infrastructure planning significant funding prior to the events of last year and as
and execution of our shopping centres. Commodity a result our present good cash reserves puts us in a
prices of cement and steel have seen corrections in the position to create a strong future. This confidence in the
second half-year through an increase in India's cement company is reflected in our commitment to reinvest
output and a general decline in demand. Inflation is in through the share buy-back initiative that we announced
decline and we should therefore expect interest rates on in August 2009.
construction debt to fall. Restored confidence in India's
consumption story is increasing demand from retailers
On behalf of the Board, I'd like to thank all our
for quality trading platforms as their need for more
stakeholders - our investors, our suppliers, our partners
locations increases. On the supply side, the financial
and our employees - for their unfailing support of our
crisis has resulted in the exit of many peripheral players
Company. We have stood the test of our first decade,
especially in the Tier II sector, which has created a void in
which was marked with many challenges and
these markets. Retailers are showing a propensity to
opportunities. As we enter the next decade there is a
now only invest in well-designed malls that will deliver
new air of caution in the market. The lessons learnt so
value as a location, all of which reinforces our Prozone-
far will help us deliver sustainable growth and I'm
confident that we will deliver even greater value to our
“ I believe that in times shareholders in the years ahead. I look forward to a great
future for India and for our company.
such as these, companies
that stick to their core Sincerely,
values and focus on their

core business can emerge
Nikhil Chaturvedi
as industry leaders ” Managing Director

“… brands, well-built and well-stewarded,
outlive people and buildings and products
and create value for generations to come ”
Dear Fellow Shareholders
We have lived through some of the most extraordinary

times in our history this past year and I want to begin by
saying that our belief in India's fundamentals has never
wavered. Despite the economic turmoil, organised
retail growth remains high at 15% p.a. which is the
principle foundation for our business.
Our business model of a balanced portfolio of retail-

centric assets is built upon our core skill sets and
experience that combined will produce superior
margins, realize synergies and withstand the test of
time. At our core we are brand builders. We devote
significant time and resources to research, proving and
perfecting our brands in the knowledge that brands,
well-built and well-stewarded, outlive people and
buildings and products and create value for
generations to come.
We had a relatively flat year due to the general

economy but growth of new categories has been
encouraging. As we move ahead we will ramp-up new
store openings due to more sensible rents and with
manpower costs now in check. Corrections in the
economy forced us to look hard at systems and to bring
all costs under control. Having started the retail store
build up so early in 2001 we have not been forced to
add new stores at the peak of the market, a luxury not
available to brands that entered the market in the last
two years.
Our accessories business has grown significantly and we

look forward to introducing other non-core categories
through joint ventures and licensing, with some of the
best in their field ready to partner with the Provogue
brand. Add to this a plan to launch the wholesale
business, which in conservative times like these provides
a direct impact to both the top and bottom lines by
Salil Chaturvedi : Executive Director

LETTER TO SHAREHOLDERS
opening up a larger market, and Provogue is poised for properties emerge and the shopping mall market
another strong phase of growth. matures, our belief is that investors will gain large
benefits from yield compression in line with examples
Promart has now completed three seasons at two from more mature economies.
locations and reminds me of Provogue's first retail stores
which we nurtured for a year while forming the right We have a single minded focus on execution through
business chemistry. The learnings of these first two years creating great teams, investing in people and systems,
will exponentially benefit the scope of this value retail selecting the best in contractors, consultants and
business in the years to come. Emphasis on vendor-led materials and leaving no stone unturned in line with our
private labels with a mix of brands and a revitalized principle to deliver the best retail experience to our
strategy is targeted to bring Promart quickly into the customers.
mainstream of retail concepts. We plan to roll out more
stores in selected geographies at a time when value We are determined that each of our three brands -
retail is in high gear. This portfolio is allowing us to build Provogue, Promart and Prozone - will become the new
a retail brand distinctly different to the Provogue benchmarks for Indian retail. We're building a branded
proposition. asset base step-by-step, brick-by brick that will deliver
strong and sustainable value over the long term.
I believe we entered the shopping mall business at the
right time with the best of partners and look forward to None of this would have been possible without the
the opening of our first centre next year in Aurangabad. consistent support of our stakeholders, particularly our
The product is global and will be run under international investors and partners. We're grateful to them for their
best practices. Besides being India's first horizontal mall continued faith in us and in our shared dreams of the
with a true G+1 format (ground plus first floor), it will future. Post our stock split, we have doubled our number
house a hypermarket, department stores, multiplex, of shareholders and I'd like to say a big welcome to all our
home, fashion, bookstores, consumer electronics and a investors, big and small, who have joined us in our
full food and entertainment offering, including journey.
cascading terraced restaurants. It will be the only mall of
its kind for the region. Experiences learnt from this first
centre will be leveraged to lower costs and reduce time To our team, our suppliers, our contractors, our
to market for our pipeline of malls in other cities that we investors, business partners and most importantly our
are planning. customers, we are ready to meet your highest
expectations as a management and as a Company and
are determined to continue to deliver value in the times
These businesses have great value creation potential but ahead. The future is what we make of it together. New
are long term in nature and hence we must all have the India is the hope of the new world. We want Provogue
patience to let them make their mark. As these (India) Limited to be regarded as the spirit of new India
and to serve all each of our communities with passion and
pride in all that we do. I'm really looking forward to the
“ None of this would have future for all of us.
been possible without the Sincerely,
consistent support of our

stakeholders, particularly
Salil Chaturvedi
our investors and partners ” Executive Director

OUR VISION
Provogue (India)
Limited will evolve
into a retail-centric
group of branded
businesses
focused on
customer needs
CORPORATE INFORMATION
BOARD OF DIRECTORS
Nikhil Chaturvedi - Managing Director
Salil Chaturvedi - Executive Director
Deep Gupta - Executive Director
Rakesh Rawat - Executive Director
Akhil Chaturvedi - Executive Director
Nigam Patel - Executive Director
Rakesh Jhunjhunwala - Director
Surendra Hiranandani - Director
Shahid Balwa - Director
Amitabh Taneja - Director
Arun Bhargava - Director
COMPANY SECRETARY
Anil Cherian
STATUTORY AUDITORS
Singrodia Goyal & Co.
Chartered Accountants
A-201, Rajeshri Accord, Telly Cross Lane
Off. S. N. Road, Andheri (E), Mumbai - 400 069
REGISTRAR & TRANSFER AGENT

Link Intime India Pvt. Ltd.
C/13, Pannalal Silk Mills Compound
L.B.S. Road, Bhandup (W), Mumnbai - 400 078
REGISTERED & CORPORATE OFFICE

105/106, Provogue House
1st Floor, Off New Link Road
Andheri (W), Mumbai - 400 053
BANKERS
Andhra Bank
Corporation Bank
HDFC Bank
Indusind Bank

OUR LEGACY
Throughout our 10 year history we have focused

We have on understanding the hearts and minds of the new
developed Indian consumer, designing fashion products that

meet their aspirations to high quality standards
extensive and then making them available across the

country. Through this process we have developed
experience of extensive experience of contemporary Indian
retail pan India and we have put that knowledge
contemporary to use in designing retail formats and retail
Indian retail infrastructure that suit the needs not only of our
consumers but of the retail industry as a whole.
pan-India
People and markets are continually evolving and what drives us is a
continuous search for learning how to design better ways to serve our
customers.
OUR PHILOSOPHY
Make your customer successful and your company

will flourish.
We have many categories of customers to which this

applies: our consumers, our suppliers, our
distributors, our business partners as well as our
internal customers - our valued employees. We
believe in a strong service culture and this striving to
serve the needs of all our stakeholders will lead us to
success together. This is the spirit of new India and is
our driving force.
We believe in a
strong service
culture and this
striving to serve
the needs of all our
stakeholders will
lead us to success
together

RETAIL : OUR DNA
Our reach is extended through a

range of valued partnerships with
franchisees, modern department
stores and wholesale distributors
in 67 markets across the country mainly operating our
own stores. Our reach is extended through a range of
valued partnerships with franchisees, modern
department stores and wholesale distributors. This
retail network is poised to benefit from continued
organic growth fueled by a new culture of consumerism
India's growing consumption story is the prime driver that demands value alongwith brands and comfortable
of the new economy and retail, today, represents environments in which to enjoy a shopping experience
approximately two-thirds of this consumption. Modern for the whole family. Modern Indian retail is an exciting
retail is still in its infancy in India at about 9% of the journey that has really only just begun and Provogue is
total but is growing at almost three times the rate of primed and ready to embrace the full gamut of
the overall retail market. This is the market universe in opportunities that will emerge across the retail value
which Provogue (India) Limited operates - a high chain.
energy market segment with years of sustainable
growth ahead, flush with opportunities to explore
solutions and create value. We currently have presence

OUR BUSINESS MODEL
Retail brands build The Provogue business model is built upon three
platforms each of which involve a long term
intangible assets, ownership strategy designed around the Indian

consumption story. Retail brands build intangible
retail formats assets, retail formats build a portfolio of
experience and investments in retail
build a portfolio infrastructure today will develop high property
of experience and yields in the future.
The balance of these three businesses is designed

investments to both optimise and smoothen earnings and to
leverage our knowledge and experience of the
in retail infrastructure Indian retail market.
lead to property
yields
INDIAN
CONSUMPTION
STORY
INTANGIBLE
ASSETS
PROPERTY
YIELDS
OUR BUSINESS UNITS
Highly adaptive PROVOGUE BRAND

The Provogue brand continues its tradition as one of India's
management premier fashion labels. We are continuously evolving

garment designs, introducing new categories, enhancing
responsive to retail fit-outs and extending our reach through new locations
across the country.
today's tough
market conditions PROMART RETAIL FORMAT
Promart, our off-price lifestyle department store, has two
standing tall locations open and has evolved to include private labels in
addition to well-known brands. We are opening at more
locations to meet demand for value from those consumers,
who have a desire for fashion and lifestyle products at
affordable prices.
PROZONE-LIBERTY RETAIL INFRASTRUCTURE

RETAIL Prozone-Liberty shopping centres are under development
PORTFOLIO with the first scheduled to open in 2010. Close liaison with
our joint-venture partner Liberty International Plc, a UK
FTSE-100 company with more than 30 years of experience in
retail infrastructure, is ensuring design, quality and safety
measures to the highest international standards.

RETAIL : OUR DNA
OVO G OVO G
The Provogue brand continues to build upon its tradition as
a leading fashion label. The transformation from being a
menswear brand to a full contemporary fashion house for
men and women is complete. New collections and
accessories for men and women are launched every season.
In addition other new product categories have been
introduced this year, including body care products and an
enhanced variety of home furnishings. Provogue is available
through 236 outlets in 67 cities pan-India. 126 own stores
are augmented by 110 shop-in-shop formats in
departmental stores across the country. Reduced retail
rents driven by corrections in the real estate sector are
opening up new viable locations which will accelerate the
expansion of the retail footprint still further in line with
market growth.
To build deeper market penetration and enhance product

categories further we have entered a series of Joint
Ventures and Licensing agreements for the brand which is
successfully reaching more and more of the mass market in
locations and markets that would otherwise be difficult to
reach alone.
Our manufacturing assets have been augmented with the

opening of a new garment making plant in Himachel Pradesh
resulting in faster time to market. To keep pace with
consumer demand for an experience while shopping, we
plan to design a fresh range of in-store initiatives and
upgrade all our store fit-outs this coming year. We want
Provogue to be the premier retailer for those seeking
contemporary fashion with an Indian twist and our stores to
create an atmosphere of fun and excitement for our
consumers - to be the Indian fashion and lifestyle
destination.

PROMART
RETAIL : OUR DNA

Promart is our seamless off-price fashion and lifestyle
department store concept which has been successfully
launched in Ahmedabad and Indore, two of India's
leading Tier-II cities. Designed to meet the needs of
India's value conscious consumer and to tap deeper into
the mass retail market, we plan to expand this format
to other major cities to meet demand from India's
growing value conscious consumer.
We have designed the store to also work for retailers

needing a reliable, trusted outlet for off-price
merchandise and we are now retailing merchandise
from other brands under a profit share model. We are
introducing more private labels to the mix to build a
differentiated proposition and enhance margins.
The slow down in real estate is presenting new and

better opportunities to expand the business still
further through partnerships and a focus on
concentrated geographical circles will improve
operational and marketing efficiency.
A new brand identity is being developed to reflect

the enhanced product portfolio which will include a
dynamic mix of experiences and promotions aimed at
making the stores a haven for shoppers looking to enjoy
value-shopping in an exciting and contemporary
environment usually reserved for higher price formats.
PROZONE
RETAIL : OUR DNA

Proz ne
The first regional shopping centre development in
Aurangabad with approximately 800,000 square feet of
shops, restaurants and entertainment is under
construction and is on track to be opened next year.
Corrections to land prices are making entry costs in other
locations more viable and we plan to add more shopping
centre schemes to our existing project pipeline as
opportunities arise.
We believe that specialist developers with a single minded

focus on the details will deliver the best shopping centres
that will be enjoyed by generations of consumers and
retailers alike: details in design around the needs of the
retailer and the consumer; details on internal
infrastructure such as car parking, amenities, services
and access roads; details on shop layouts and the mix of
tenants; details on safety systems and care facilities for
the handicapped, small children and the elderly; details
on entertainment and refreshment locations; details on
ease of access for deliveries and facilities for the staff and
employees who will make it their career.
With our partners, Liberty International Plc, we are

putting a major emphasis on getting our first shopping
centre right the first time, with inbuilt ability to serve a
community long into the future. We are also working
closely with local authorities to optimise value to the
local communities and to make it a true destination for
tourists and residents in a wide catchment area.
BOARD OF DIRECTORS
5
4
6
3 2
EXECUTIVE DIRECTORS NON-EXECUTIVE DIRECTORS
1 MR. NIKHIL CHATURVEDI MR. RAKESH JHUNJHUNWALA

Founder and Managing Director. Nikhil is a visionary and Mr. Jhunjhunwala is a Partner and Founder of asset management firm,
hands-on leader, who inspires all the teams with a Rare Enterprises. A Chartered Accountant by profession, he started his
passion for service and single mindedness to build own investment business more than 15 years ago and is now profiled
share-holder value which is his driving force as one of the India's leading investors. His views on a variety of
industries are well respected and the Company benefits significantly
from his presence on the Board
2 MR. SALIL CHATURVEDI
Co-Founder known for his entrepreneurial drive, he has MR. SURENDRA HIRANANDANI
led the teams and been at the forefront of the brand
Mr. Hiranandani is the Managing Director and Founder of the
creation process. Active in strategy, structuring and
Hiranandani Group of Companies, a leader in Indian quality real
investor relations he leads new business initiatives
estate development. He has been honoured by the American Concrete
Institute for his excellence and contribution to the real estate
3 MR. DEEP GUPTA industry, particularly for adopting the best in foreign technology to
the skills of India's engineering and labour artisans
Co-Founder Deep leads finance, treasury, administration
and legal teams for the group, involving the development
of systems, processes, human resources, information
MR. SHAHID BALWA
technology and investment policy Mr. Balwa has promoted Associated Hotels Limited and is also the
Managing Director of BD&P Hotels (India) Pvt. Ltd. which owns the Le
Meridian Hotel, Mumbai. With over a decade's experience in the
4 MR. AKHIL CHATURVEDI hospitality and construction industry, he provides the Company with
Akhil leads all retail activities of the Provogue and valuable insights into the Indian Real Estate market
Promart divisions, driving future expansion plans, sales
and operating strategies and other retail business MR. AMITABH TANEJA
development initiatives
Mr. Taneja is Managing Director and Founder of New Delhi based
Images Multimedia Pvt. Ltd., which publishes the country's leading
5 MR. RAKESH RAWAT trade journals on fashion and retail. He is also Chairman of Images
Fashion Forum and India Retail Forum, which hosts India's leading
Rakesh leads the Prozone Liberty design, project
industry conferences in these fields. As a pioneer of organised retail in
management and construction teams and the health,
India the Company benefits significantly from his insights
safety and environmental initiatives. He also leads the
International trade division
MR. ARUN BHARGAVA
Mr Bhargava is retired from the Indian Civil Services and holds a
6 MR. NIGAM PATEL
bachelors degree in science and law. He held various positions in the
Nigam leads the Prozone-Liberty location sourcing, mall Government sector over a career spanning 38 years including
management and customer relationship teams, membership of the Central Board of Direct Taxes (CBDT).
involving land Joint Ventures, tenant mix strategy, Subsequently, he became a Member of the Securities Appellate
leasing policy and new revenue creation Tribunal (SAT). The Company benefits significantly from his advice

BACKGROUND ON
LIBERTY INTERNATIONAL PLC
LIBERTY INTERNATIONAL PLC is one CAPITAL SHOPPING CENTRES has primarily through the Great Capital
of the UK's largest listed property interests in 14 UK regional shopping Partnership, a joint venture with
companies and a constituent of centres amounting to 12.7 million Great Portland Estates plc. Capital &
the FTSE-100 Index of the UK's sq.ft. in aggregate including nine of Counties owns 50 per cent of the Earls
leading listed companies. Liberty the UK's top 30 regional shopping Court and Olympia Group and of the
International converted into a UK centres with a market value of £5.0 Empress State building in Earls Court
st
Real Estate Investment Trust (REIT) on billion at 31 December 2008. CSC's with assets of £569 million. C&C has
st
1 January 2007. largest centres are Lakeside, interests in the USA amounting to
Thurrock; MetroCentre, Gateshead; £486 million (2.6 million sq.ft.),
Liberty International owns 100 per Braehead, Renfrew, Glasgow; The predominantly comprising retail
cent of Capital Shopping Centres Harlequin, Watford; and Manchester assets in California, including the
(“CSC”), the premier UK regional Arndale. CSC has 50 per cent share in 856,000 sq.ft. Serramonte Shopping
shopping centre business, and of the extension of St David's, Cardiff, Centre, Daly City, San Francisco.
Capital & Counties (C&C), a retail and which is due to complete in autumn
commercial property investment and 2009.
development company.
CAPITAL & COUNTIES hold assets of
Liberty International owned £7.1 £2.1 billion amounting to 7.4 million
billion of properties of which UK sq.ft. in aggregate, of which £1,434
regional shopping centres comprised million was invested in Central
70 per cent and retail property in London. Capital and Counties had
aggregate 85 per cent as of the end of £590 million invested in the Covent
the 2008 fiscal year. Assets of the Garden area including the historic
group under control or joint control Covent Garden Market, and around
amounted to £9.3 billion. £275 million in London's West End,
Liberty International have appointed two of their most senior
Directors to the Board of Prozone Enterprises Pvt Ltd, namely
Mr David Fischel, Chief Executive and Mr John Abel, Director.
David Fischel is the Chief Executive of Liberty International Plc. He

has been at the helm of Liberty International through its major
growth phase and he is today one of the most respected retail
property professionals of his generation. He has recently converted
the business into a Real Estate Investment Trust (REIT) to make
Liberty one of the top 20 REITs in the world operating business on
three continents. David has also pioneered Liberty's position on
corporate social responsibility in providing environments that can
uplift local economies in general and provide a better lifestyle for
an entire community.
David Fischel, Chief Executive, Liberty International Plc
John Abel joined the Liberty International Group in 1972 and was
appointed an Executive Director in 2000. He was appointed a
Director of Capital Shopping Centres in 1994 and Managing Director
of Capital Shopping Centres in September 2005 and continued as
non-executive Director of Liberty International Plc. He has been
integrally involved with the group's shopping centre activities from
its very first major development, The Victoria Centre, Nottingham,
which opened in the early 1970s.
John Abel, Director, Liberty International Plc

FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
PROFIT AND LOSS ACCOUNT CONSOLIDATED STANDALONE
2008-09 2007-08 2006-07 2008-09 2007-08 2006-07
Operational Income 36,356 33,752 23,902 35,973 33,656 23,877

Other Income 8,283 1,220 174 2,626 913 162
Total Income 44,639 34,972 24,076 38,599 34,569 24,039
Decrease / (Increase) in Stocks (1,110) (3,233) (1,794) (1,101) (3,233) (1,794)

Cost of Raw Material Consumed/ Good Sold 21,502 21,429 15,371 21,545 21,429 15,371
Personnel Expenses 1,635 1,414 813 1,523 1,357 802
Manufacturing & Other Expenses 11,804 9,702 6,311 10,154 9,287 6,244
Interest & Financial Charges 1,511 1,680 624 1,497 1,642 619
Depreciation 1,126 844 485 951 811 477
Total Expenses 36,468 31,836 21,810 34,569 31,293 21,719
Profit before tax and prior period adjustments 8,171 3,136 2,266 4,030 3,276 2,320
Prior Period items 2 (16) - 4 (16) -
Profit Before Tax 8,173 3,120 2,266 4,034 3,260 2,320

Tax provisions 1,077 641 352 1,088 680 360
Profit After Tax 7,096 2,479 1,914 2,945 2,580 1,960
Total Income EBIDTA

(Rs. in Lacs) (Rs. in Lacs)
2005-06
2006-07
2007-08
2008-09
2005-06
2006-07
2007-08
2008-09
15,979 23,902 33,752 36,356 2,205 3,375 5,660 10,808
PAT Earnings Per Share

(Rs. in Lacs) (Rs.)
* Shares were split 5:1 in October 2008
2005-06
2005-06
2006-07
2007-08
2008-09
2006-07
2007-08
2008-09
1,287 1,914 2,479 7,096 8.47 11.72 13.38 5.09*

(Rs. in Lacs)
BALANCE SHEET CONSOLIDATED STANDALONE
2008-09 2007-08 2006-07 2008-09 2007-08 2006-07

Sources of Funds
Equity share capital 2,328 2,000 1,910 2,328 2,000 1,910
Share application money 47 2,738 485 - - -
Share Warrants 1,632 405 810 1,632 405 810
Reserves & Surplus 78,849 39,440 25,617 64,971 29,611 23,538
Net Worth 82,856 44,583 28,822 68,931 32,016 26,258
Minority Interest 23,224 12,078 1,131 - - -
Secured Loans 22,707 18,887 4,991 14,503 13,313 4,992

Unsecured Loans 2,303 2,576 947 863 1,481 716
Total Loans 25,010 21,463 5,938 15,366 14,794 5,708
Total Liabilities 131,090 78,124 35,891 84,297 46,810 31,966
Application of Funds
Fixed Assets
Gross Block 33,283 25,269 6,188 9,018 6,198 4,251
Less : Depreciation 3,216 2,020 1,089 2,780 1,844 1,081
Net Block 30,067 23,249 5,099 6,238 4,354 3,170
Capital work in progress
including capital advances 22,703 16,135 743 1,203 40 584
Share in joint ventures 140 187 544 - - -
Goodwill on Consolidation 5,427 3,827 78 - - -
Investments 19,566 4,317 10,061 34,639 14,221 12,024

Deferred Tax assets 404 243 41 208 137 27
Current Assets
Inventories 18,958 15,367 10,242 18,939 15,367 10,242
Sundry Debtors 9,313 7,790 5,226 9,129 7,388 4,935
Cash & Bank Balances 6,352 3,926 1,646 1,318 2,694 1,596
Loans & Advances 24,640 12,585 7,234 17,917 9,260 4,209
Total Current Assets 59,264 39,668 24,348 47,303 34,709 20,982
Less : Current Liabilities & Provisions 6,481 9,502 5,023 5,293 6,651 4,821
Net Current Assets 52,783 30,166 19,325 42,009 28,058 16,161
Total Assets 131,090 78,124 35,891 84,297 46,810 31,966
Net Worth Debt Equity

(Rs. in Lacs) (Ratio)
2005-06
2006-07
2007-08
2008-09
2005-06
2006-07
2007-08
2008-09
10,983 28,822 44,583 82,856 0.49 0.21 0.48 0.30

CORPORATE SOCIAL RESPONSIBILITY PROGRAMMES
1 Special The definition of special children refers to those who show

persistent slow learning of basic motor and linguistic skills,
Children In India often with IQs below 80. Its causes range from heredity, brain
damage, malnutrition, infection during pregnancy, excessive
drug intake or RH incompatibility.
There are over 30 million special children living in India

today, with very limited access to basic education, primary
health facilities and employment opportunities. The
government has initiated various measures to offer these
children the basics of education and health care, and various
agencies are working hard to make these and other services
available to every child in need.
VDISMR has been working with special children since 1973. Over
the years more than 8,200 students have benefitted from the
various services offered by the institute. Services such as early
Valabhdas Dagara services. Scientific processes and systematic training grooms
children to reach higher levels of expertise in whatever
Indian Society activities they undertake, helping them to become more self
confident and self-reliant. Many of these children come from
economically disadvantaged homes and only a part of their
costs and expenses are covered through government grants
detection, intervention, training, education,
and parental contributions.
remedial training, vocational rehabilitation,
job placements etc. The success of the rehabilitation programme is evident
through children mastering a variety of skills that others take
VDISMR is one of the few societies in Mumbai
for granted such as singing, public speaking, and vocational
which covers the entire spectrum from
skills. VDISMR students have won sport competitions in
training and rehabilitation of special children
Mumbai and have received medals at the World Summer
to systematic medical research for cures to
Games held in the USA and China. The Big Wonder musical
these diseases. Some of the programmes on
show has been a smash hit with over 40 shows in Mumbai and
offer are Special Education, Vocational
one in Bangkok, Thailand.
Rehabilitation, Training and Infant Care among
others. Facilities such as Teachers Training Ambitious plans for the future involve Residential Facilities
Programmes, a Recreation Centre, and a for Male and Female Training and Care Groups, initiation of
Gymnasium are also located within the centre. Public and Private Partnerships to ensure financial support of
the wards, Centralized Marketing and Networking of the
Students range in age groups from infants to
goods prepared by our students and Investments in Stem Cell
18 years, when they are considered
therapy to assist special children.
rehabilitated and ready to enter society as
productive individuals. Presently, more than
For more information on the VDISMR or to make a donation,
500 students are benefitting from various please contact www.vdis.org

2 Specially Provogue, in association with Shiamak Davar and Showstuff
Entertainment, presented 'We Can', a special initiative featuring
the specially abled children of the Helen Keller Institute for the
Abled Children deaf and the deaf-blind in a spectacular dance musical. The show
had leading brands and personalities coming together and
showcased childrens' talent in the form of a musical event aptly
titled `We Can' at the NCPA in Mumbai.
We
Too `We Can' was choreographed and directed by India's leading
Shall modern and contemporary dance guru Shiamak Davar who
Conquer supports a lot of philanthropic causes through his Victory Arts
Foundation and believes in healing through dance. Over the last
twenty-six years, he has inspired Indians everywhere to dance
with absolute abundance and has striven to create opportunities
HELEN KELLER for all irrespective of age, gender, caste, ability or impairment.
The “We Can” initiative is an endeavour to show the world that the
INSTITUTE bodies of these young people might have limitations but not their
spirits, which they ably displayed at the event. Said Shiamak Davar, “we want people to realize that just because
these youngsters are blind or deaf doesn't mean they're disabled. If anything, they are extremely able and we're just
blind towards their ability. Today, these children dance professionally in my dance company and you will not be able
to distinguish between them and my other dancers. Isn't that amazing?”
About Shiamak Davar's Victory Arts Foundation:

The Victory Arts Foundation (VAF), a not-for-profit organization, is committed to making dance a meaningful
experience for everyone. VAF endeavours to use the power of the Performing Arts to bring joy to the less privileged,
Victory Arts point of time, there were no services available in India for such a
deaf blind child. Thus Helen Keller Institute, Mumbai, became
the pioneering institute for the education of the deaf-blind in
Foundation India and South East Asia, to establish a much-needed
programmes, for the deaf-blind child.
specially challenged, visually impaired,
Over the past 30 years, the institution is known through its
terminally ill children and young adults, and all
national and international awards. Today, the institution has a
those infected/affected with HIV/AIDS,
sound infrastructure, where all the ancillary services for the
committed to making dance a meaningful
deaf-blind and the deaf are established and promoted. Apart
experience for everyone. Inaugurated in March
from regular classroom structure, there is the first diagnostic
2004, VAF continues to bring joy to over 5000
centre in our country, where a deaf and deaf-blind child is
children and adults with special needs across 70
assessed on a regular basis for hearing and vision deterioration,
centres all over India.
or development through better facilities. Attached to it are the
For more information or to contribute to VAF occupational therapy, hydro therapy-swimming pool, and an
please refer http://victoryarts.blogspot.com
indoor gymnasium, especially constructed to make the child
develop his body balance.
About the Helen Keller Institute
The Helen Keller Institute for the deaf and deaf- The institute's Byculla centre has develop the mini Braille press
blind was established in 1977 at a time when and the first teacher training programme, for the deaf blind
there was nothing available for a deaf child who which is recognised by the rehabilitation council of India.
was gradually losing his vision, or a blind child

who was gradually losing his hearing. Therefore, For more information on the Helen Keller Institute or to make
the result was a deaf blind child or adult. At that a donation, please contact www.helenkelleridb-mumbai.org

NOTICE
Notice is hereby given that the 13th Annual General NOTES:

Meeting of the members of Provogue (India) Limited will 1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
be held on Friday, the 18th September 2009 at Eden Hall, MEETING IS ENTITLED TO APPOINT ONE OR MORE
The Classique Club, Behind Infiniti Mall, New Link Road, PROXIES TO ATTEND AND VOTE ON A POLL ONLY
Andheri (West), Mumbai 400 053 at 4.00 p.m., to INSTEAD OF HIMSELF AND THE PROXY NEED NOT
transact the following business: BE A MEMBER.
AS ORDINARY BUSINESS: 2) The instrument appointing a proxy must be

1) To receive, consider and adopt the audited Balance deposited with the Company at its Registered
Sheet as at 31st March, 2009, the Profit & Loss Office not less than 48 hours before the time for
Account and Cash Flow Statement for the year holding the meeting.
ended on that date along with the Schedules and
the Reports of the Directors and Auditors thereon. 3) Explanatory Statement with respect to Item No 6 is
annexed and forms part of the Notice.
2) To declare dividend on the Equity Shares.
4) Members/Proxies should bring the Attendance
3) To appoint a Director in place of Mr. Amitabh Slip duly filled in for attending the meeting.
Taneja, who retires by rotation and being eligible,
offers himself for re-appointment. 5) The Register of Members and Share Transfer Books
of the Company will remain closed from 14th
4) To appoint a Director in place of Mr. Surendra September 2009 to 18th September 2009 (both days
Hiranandani, who retires by rotation and being inclusive).
eligible, offers himself for re-appointment.
6) The Dividend on Equity Shares as recommended by
5) To re-appoint M/s Singrodia Goyal & Co., Chartered the Board of Directors, if any, declared at the
Accountants as Statutory Auditors of the Company meeting, will be payable to those shareholders
who shall hold office from the conclusion of this whose names appear in the Register of Members as
Annual General Meeting until the conclusion of the on 18th September 2009 and in respect of shares
next Annual General Meeting and fix their held in Electronic form the dividend will be paid on
remuneration. the basis of beneficial ownership as per details
furnished by the Depositories for this purpose.
SPECIAL BUSINESS:
6) To consider and if thought fit to pass the following 7) Shareholders seeking any information with regard
resolution, with or without modification, as an to Accounts are requested to write to the Company
Ordinary Resolution: at an early date to enable the management to keep
the information ready.
“RESOLVED THAT Mr. Arun Bhargava who was
appointed as an Additional Director at the meeting 8) Members are requested to bring their copy of
of the Board of Directors of the Company held on Annual Report to the meeting.
28th May, 2009 and who holds office up to the date
9) The Equity Shares of the Company are
of this Annual General Meeting and in respect of
compulsorily traded in demat form and the share
whom the Company has received a notice in writing
holders who have not yet dematerialized their
proposing his candidature for the office of Director
shares are requested to dematerialize their shares
under section 257 of the Companies Act, 1956 be
by opening DP Account with nearest Depository
and is hereby appointed as Director of the Company
Participants at the earliest to avail the benefits of
liable to retire by rotation.”
dematerialization.
10) Pursuant to the provisions of Section 205A(5)

By Order of the Board of Directors of the Companies Act, 1956, dividends which
For Provogue (India) Limited remain unclaimed in the unpaid dividend account
for a period of seven years from the date of
transfer of the same, will be transferred to the
Investor Education and Protection Fund (IEPF)
established by the Central Government, pursuant
Place : Mumbai Anil Cherian to Section 205C of the Companies Act, 1956.
Date : 26th June 2009 Company Secretary
OVO G
NOTICE
Information in respect of such unclaimed dividend career spanning 38 years including membership of
when due for transfer to the said Fund is given the Central Board of Direct Taxes (CBDT).
below: Subsequently, he became a Member of the
Securities Appellate Tribunal (SAT). The Board
Financial Year Date of declaration Last Date for benefits from his advice on many subjects relevant
Ended of Dividend Claiming Dividend
to the business. Mr. Bhargava does not hold any
31.03.2006 24.08.2006 24.08.2013
31.03.2007 14.09.2007 14.09.2014
shares of the company.
31.03.2008 15.09.2008 15.09.2015
Mr. Amitabh Taneja
According to the provisions of the Act, Shareholders Mr. Amitabh Taneja heads the New Delhi based
are requested to note that no claims shall lie Images Multimedia Pvt. Ltd. which publishes the
against the Company or said Fund in respect of any country's leading trade journals on fashion and
amounts which were unclaimed and unpaid for a retail. He is also Chairman of Images Fashion Forum
period of seven years from the date that they first and India Retail Forum which hosts India's leading
became due for payment and no payment shall be industry conferences in these fields. He has also
made in respect of any such claims. been appointed as a Director of ICSC India by the
International Council of Shopping Centres, New
11) In order to provide protection against fraudulent York. Mr. Amitabh Taneja does not hold any shares of
encashment of the warrants, Members holding the Company. His other directorships include:
Share Certificates in physical form are requested 1. Jiny & Jony Ltd and
to notify any change in their addresses or bank 2. Liberty Retail Revolutions Ltd.
mandates immediately, in any event not later than
14th September 2009 to the Company's Registrar Mr. Surendra Hiranandani
and Transfer Agent, Link Intime India Pvt. Ltd. Mr. Surendra Hiranandani is the Managing Director
C/13, Pannalal Silk Mills Compound, L.B.S. Road, and Founder of the Hiranandani Group of
Bhandup (W), Mumbai 400 078 Maharashtra State. Companies, a leader in quality constructions. Mr.
Hiranandani is also involved in improving Education
12) Non-Resident Shareholders are requested to inform and is the Managing Trustee of Hiranandani
immediately Link Intime India Pvt. Ltd. C/13, Foundation, which runs two of Mumbai's best
Pannalal Silk Mills Compound, L.B.S. Road, Bhandup schools at Powai and Thane. He is also the President
(W), Mumbai 400 078 Maharashtra State, India: of the Unaided Schools Forum. His keen interest in
improving the quality of Healthcare is evidenced in
a) The change in the Residential status on return to that he is the Managing Trustee of Dr. L.H.
India for permanent settlement. Hiranandani Hospital, a multi-specialty hospital at
Powai, Mumbai. Mr. Surendra Hiranandani does not
b) The particulars of the Bank Account maintained hold any shares of the Company.
in India with complete name, branch, account
type, account number and address of the Bank, if EXPLANATORY STATEMENT PURSUANT TO
not furnished earlier. SECTION 173(2) OF THE COMPANIES ACT, 1956.
Item No. 6
13) Corporate Members intending to send their Pursuant to section 260 of the Companies act, 1956
authorised representatives are requested to send a Mr. Arun Bhargavas appointed as an Additional
duly certified copy of the Board Resolution Director of the Company on 28th May, 2009 and he
authorising their representatives to attend and holds office as director up to the date of ensuing
vote at the Annual General Meeting. Annual General Meeting.
14) All documents referred to in the accompanying The Board recommends that he may be appointed
Notice are open for inspection at the Registered as Director liable to retire by rotation. Your
Office of the Company during the office hours on directors recommend the resolution for approval of
all working days between 11.00 a.m. and 1.00 p.m the shareholders. Mr. Arun Bhargava is interested in
upto the date of Annual General Meeting. the resolution to the extent of his appointment as
Director. None of the other Directors of the
15) Information required under Clause 49 of the Company is, in any way concerned or interested in
Listing Agreement on Directors Re- appointment/ the resolution.
Appointment:
By Order of the Board of Directors
Mr. Arun Bhargava For Provogue (India) Limited
Mr Bhargava is retired from the Indian Civil Service
and holds bachelors degree in science as well as in Place: Mumbai Anil Cherian
law. He held various positions in Government over a Date: 26th June, 2009 Company Secretary

DIRECTOR'S REPORT
To CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on
The Members of Provogue (India) Ltd. Consolidated Financial Statements read with
Accounting Standard AS-23 on Accounting for
Your Directors take pleasure in presenting their Investments in Associates issued by ICAI, the Audited
Thirteenth Annual Report of the Company together with Consolidated Financial Statements are provided in the
the audited financial statements for the year ended 31st Annual Report.
March, 2009.
SHARE CAPITAL
FINANCIAL RESULTS During the year under review, the Company has raised
The financial performance of the Company for the year Rs.313.50 Crores by way of issuing 28, 50,000 equity
ended 31st March 2009 is summarized below: shares on preferential basis to institutional investors
pursuant to the approval of members at the Extra
Particulars Current Previous Ordinary General Meeting held on 9th May 2008. The
Year Ended Year Ended Company also allotted 13,36,000 warrants convertible
31.03.2009 31.03.2008 in to Equity shares to promoter Group and 1,48,000
convertible warrants to others also pursuant to the
Income from Operations 359.73 336.56 approval of the Members at the aforesaid general
Other Income 26.26 9.13 meeting.
Total Income 385.99 345.69
Profit before Interest, Further, the Company allotted 4,33,733 equity shares
Depreciation and Tax 64.78 57.29 of Rs.10/-each at a premium of Rs. 440/- per equity
Less: Interest 14.97 16.42 share on 2nd September 2008 against conversion of
Less: Depreciation 9.51 8.11 4,33,733 Convertible Warrants allotted to the
Profit before Taxation 40.30 32.76 Promoters of the Company on 3rd March, 2007.
Less: Provision for taxation 10.88 6.80
Profit after Taxation 29.42 25.96 Subsequent to the approval of members at the 12th
Less : Prior Period Items (0.04) 0.16 Annual General Meeting, each equity share of Rs. 10
Profit available each of the Company was subdivided into 5 equity shares
for appropriation 29.46 25.80 of Rs. 2 each and the record date for subdivision was on
Appropriation 13th October 2008.
Less: Provision
For Dividend 3.49 3.99 As on the date of this report the paid up equity share
Less: Provision For capital of the Company is Rs.23, 28, 13,410/- consisting
Corporate Dividend tax 0.60 0.68 of 11, 64, 06,705 equity shares of Rs.2/- each.
Less: Transfer to
General Reserve 2.00 2.00 UTILIZATION OF IPO & PREFERENTIAL ISSUE PROCEEDS
Balance transferred The Company has raised Rs. 6074.10 Lacs through a
to Balance Sheet 23.37 19.12 public issue of Equity Shares during the year 2005-06 and
the same is deployed in expansion of branded stores,
expansion of existing garment manufacturing facility
PERFORMANCE REVIEW and product design and development centre, working
Total revenue growth of 7% to Rs. 360 Crores for the year, capital requirements and meeting IPO expenses.
with PAT up by 14% and EBITDA up 24%.
During the year 2006-07, the Company had made a
preferential issue of 29,00,000 Equity Shares of Rs.10
The company is continuously expanding its own retail
each and 18,00,000 Convertible Warrants at a premium
store base, which will further improve the margins in the of Rs 440 per Share/ Warrants in accordance with SEBI
coming years. Profit after tax for FY2008-09 was guidelines.
Rs.29.46 Crores as against Rs. 25.80 Crores in the
previous year. PAT has increased by 14% over the From the above warrants 9,00,000 and 4,33,733
Warrants were converted into Equity Shares in 2007-08
previous year.
OVO G
and 2008-09 respectively. Balance 4,66,267 warrants xiv) Prozone International Ltd.,
were not converted into Equity Shares on non receipt of xv) Alliance Mall Developers Co. Pvt. Ltd.
balance subscription and also non-exercise of option xvi) Royal Mall Pvt. Ltd.
before the due dates. Accordingly, the upfront xvii) Castle Mall Pvt. Ltd.
subscription amount of Rs. 209.82 Lacs on issue of these xviii) Standard Mall Pvt. Ltd.
warrants have been forfeited during the current year. xix) Meerut Festival City Pvt. Ltd.
xx) Jaipur Festival City Pvt. Ltd.,
Out of the above receipt of Rs 19,261.62 Lacs, the xxi) Faridabad Festival City Pvt. Ltd.
Company has utilized an amount of Rs 12,840.55 Lacs, Xxii) Prozone Overseas Pte. Ltd.
for investment in retail expansion, subsidiaries, xxiii) Empire Mall Pvt. Ltd.
meeting working capital requirement and for general
corporate purpose. In terms of the approval granted by the Central
Government u/s 212 (8) of the Companies Act, 1956,
The company has partially utilized an amount of Rs. vide order no. 47/429/2009-CL-III Dated 27th May, 2009,
13,476.81 Lacs out of the preferential issue proceeds, copies of the Balance Sheet, Profit & Loss Account,
made during the year 2008-09, for investment in its Reports of the Board and the Auditors of the Subsidiary
retail expansion, subsidiary, meeting working capital Companies have not been attached to the Balance Sheet
requirement and for general corporate purposes. of the Company as at 31st March, 2009. However, the
Pending utilization as at March 31, 2009 the balance related detailed information of the annual accounts of
funds of Rs. 20,459.59 Lacs, has been invested in Mutual the Subsidiary Companies will be made available to the
Funds, Other Loans and in Fixed Deposits / Current Holding and Subsidiary Companies' investors seeking this
Account with Banks. information. The annual accounts of the Subsidiary
Companies will also be kept for inspection by the
DIVIDEND: investors at the Registered Office of the Company and
The Directors are pleased to recommend a dividend on that of the Subsidiary Companies concerned.
total paid up capital, subject to the approval of the
members, at the rate of Rs. 0.30 (Thirty Paise) per fully LISTING:
paid-up Equity Shares of Rs.2/- each of the Company for The equity shares of the Company are listed on the
the financial year ended 31st March, 2009. The proposed Bombay Stock Exchange Limited, Mumbai (BSE) and The
dividend will absorb Rs. 3,49,22,012/-, excluding National Stock Exchange of India Ltd. (NSE) and the
corporate dividend tax. listing fee for the year 2009-10 has been paid.
SUBSIDIARY COMPANIES: DIRECTORS:

The Company has 23 subsidiary companies as on 31st Mr. Arun Bhargava was inducted on the Board of the
March 2009 including downstream subsidiaries. Company on 28th May, 2009 as an additional Director
and shall hold office of Director till the conclusion of the
The names of direct subsidiary companies are as Annual General Meeting. The Board recommends his
follows: appointment as Director liable to retire by rotation at
i) Prozone Enterprise Pvt. Ltd. the ensuing Annual General Meeting.
ii) Pronet Interactive Pvt. Ltd.
iii) Sporting and Outdoor Ad-Agency Pvt. Ltd. In accordance with the provisions of the Companies Act,
iv) Probrand Enterprises Ltd. 1956, Mr. Amitabh Taneja, and Mr. Surendra Hiranandani
v) Profab Fashions (India) Ltd. are liable to retire by rotation at the forthcoming Annual
vi) Oasis Fashion Ltd. General Meeting, and being eligible, have offered
vii) Millennium Accessories Ltd. themselves for re appointment.
viii) Flowers, Plants & Fruits (India) Pvt. Ltd.
ix) Provogue Holding Ltd and The Board recommends their reappointment.
x) Provogue Infrastructure Pvt Ltd.
Mr. Tim Eynon and Dr. O.P. Chawla resigned from the
The downstream subsidiary companies are as follows: Board of the Company with effect from 18th October,
xi) Omni Infrastructure Pvt. Ltd. 2008 and 28th May, 2009 respectively. The Board
xii) Hagwood Commercial Developers Pvt. Ltd. acknowledges its deep appreciation for the services
xiii) Prozone Liberty International Ltd. rendered by them during their tenure.

CORPORATE GOVERNANCE: ii. The Directors have selected such accounting
Report on Corporate Governance of the Company and policies and applied them consistently and made
Management Discussion and Analysis Report for the year judgments and estimates that are reasonable and
under review, as per the requirements of Clause 49 of prudent so as to give a true and fair view of the
the Listing Agreement(s), have been given under a state of affairs of the Company at the end of the
separate section and forms part of this Annual Report. financial year as on March 31, 2009 and of the profit
of the Company for that year.
AUDITORS:
The Auditors M/s Singrodia Goyal & Co., Chartered iii. The Directors have taken proper and sufficient care
Accountants, Mumbai hold the office till the conclusion for the maintenance of adequate accounting
of the ensuing Annual General Meeting. The Company records in accordance with the provisions of the
has received a certificate from them to the effect that Companies Act, 1956 for safeguarding the assets of
their appointment, if made, would be within the the Company and for preventing and detecting
prescribed limits under section 224 (1-B) of the fraud and other irregularities.
Companies Act, 1956. The Board recommends their
reappointment. iv. The Directors have prepared the annual accounts
on a going concern basis.
FIXED DEPOSITS:
The Company has not accepted any deposits, within the CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION
meaning of Section 58-A of the Companies Act, 1956 AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
read with the Companies (Acceptance of Deposits)
Rules, 1975 made there under. Information in accordance with the provisions of Section
217 (1)(e) of the Companies Act, 1956, read with the
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A): Companies (Disclosure of Particulars in the Report of
In terms of the provisions of Section 217(2A) of the Board of Directors) Rules, 1988 regarding conservation
Companies Act, 1956 read with the Companies of energy, technology absorption and foreign exchange
(Particulars of Employees) Rules, 1975 as amended, the earnings and outgo is given in the Annexure forming part
names and other particulars of the employees are set of this report.
out in the annexure to the Directors' Report.
ACKNOWLEDGEMENT:
However, having regard to the provisions of Section Board of Directors wish to express their gratitude and
219(1)(b)(iv) of the said Act, the Annual Report record sincere appreciation for the dedicated efforts of
excluding the aforesaid information is being sent to all all the employees of the Company. Directors are
the members of the Company and others entitled thankful to the esteemed share holders for their
thereto. Any member interested in obtaining such continued support and confidence reposed in the
particulars may write to the Company Secretary at the Company. The Board takes this opportunity to express its
registered office of the Company. gratitude for the valuable assistance and co-operation
extended by Government Authorities, Financial
DIRECTORS’ RESPONSIBILITY STATEMENT: Institutions and Banks, Vendors, Customers, Advisors
As required under Section 217 (2AA) of the Companies and other business partners.
Act, 1956 your Directors’ confirm that:
For and on behalf of Board of Director
i. In the preparation of the annual accounts, the
applicable accounting standards have been
followed. Mumbai Nikhil Chaturvedi Deep Gupta
26th June 2009 Managing Director Whole Time Director
OVO G
ANNEXURE TO THE DIRECTORS’ REPORT (4) Expenditure on R & D:
Particulars Required under the Companies (Disclosure of Particulars in (a) Capital )
(b) Recurring ) : Included in the
the Report of the Board of Directors) Rules, 1988.
manufacturing cost.
(c) Total )
A. CONSERVATION OF ENERGY
(d) Total R & D
(a) Energy Conservation Measures Taken expenditure as
(b) Additional investments and Proposals, if any, being implemented as a percentage )
for reduction of consumption of energy and of total
turnover )
(c) Impact of measures at (a) & (b) above for reduction of energy
Technology absorption, adaptation and innovation:
consumption and consequent impact on the cost of production of
(1) Efforts in brief, made towards technology absorption, adaptation
goods. and innovation
Disclosure for (a) to (c): The operations of the Company do not The Company is monitoring the technological up-gradation taking
involve high energy consumption. However the Company has for place in other countries in the field of garment manufacturing and
many years now been laying great emphasis on the Conservation of the same are being reviewed for implementation.
Energy and has taken several measures including regular (2) Benefit derived as a result of the above efforts e.g. product
monitoring of consumption, implementation of viable energy improvement, cost reduction, product development, import
saving proposals, improved maintenance of systems etc. substitution etc.
(d) Particulars of Energy consumption etc in respect of specified Product improvement
industries. (3) In case of Imported Technology (imported during the last 5 years
reckoned from the beginning of the financial year), following
The disclosure on particulars regarding consumption of energy etc information may be furnished:
are given below in the prescribed Form A. (a) Technology Imported }
(b) Year of Import }
B. TECHNOLOGY ABSORPTION (c) Has technology been
The particulars regarding absorption of technology is given below as per Form fully absorbed }
B of the Companies (Disclosure of Particulars in the Report of Board of (d) If not fully
Directors) Rules, 1988. absorbed, areas } Nil
Research and Development (R & D): where this has not
(1) Specific areas in which R&D is carried out by the Company: taken place, }
reasons therefore
Manufacture of fashion garments as per international trends and
and future }
standards are the areas in which general research and plan of action }
development work is carried out by the Company.
(2) Benefits derived as a result of the above R & D: Product C. FOREIGN EXCHANGE EARNINGS AND OUTGO
improvement Total Foreign Exchange Earned Rs. 10639.41 lacs
(3) Future Plan of Action: Appropriate actions are being planned. Total Foreign Exchange Used Rs. 1294.51 lacs
FORM A
Disclosure of particulars with respect to conservation of energy
A. Power and fuel consumption Current year Previous year

1. Electricity
(a) Purchased
Unit 275,520 260,080
Total amount 894,213 730,208
Rate/unit 3.24 2.80
(b) Own generation N.A. N.A.
(i) Through diesel generator - -
Unit
Unit per ltr. Of diesel oil
Cost/unit
2. Through steam turbine/generator - -
Units
Units per ltr. Of fuel oil/gas
Cost/units
Coal (specify quality and where used) N.A. N.A.
Quantity (tonnes)
Total cost
Average rate
3. Furnace oil N.A. N.A.
Quantity (k. Ltrs.)
Total amount
Average rate
Others/internal generation (please give details N.A. N.A.
Quantity
Total cost
Rate/unit
Consumption per unit of production**
Standards (if any) Current year Previous year
1 2
Electricity** N.A 0.24 0.22
Furnace oil N.A Nil Nil
Coal (specify quality) N.A Nil Nil
Others (specify
** Total no. of units consumed/No. of garments manufactured

MANAGEMENT DISCUSSION AND ANALYSIS
ECONOMIC OVERVIEW According to the 8th Annual Global Retail Development

The global recession has also had an affect on India`s Index (GRDI), 2009, revealed by consulting firm AT
growth. Export dependent sectors are the most Kearney, the Indian retail market is the most attractive
impacted. Domestic consumption sentiment has been in the world, claiming the top position from amongst 30
impacted, albeit to a lesser extent, due to the slowdown countries. India has been ranked number one for retail
and resultant uncertainty of job security. India`s gross investment four times in the last five years. AT Kearney
domestic product (GDP) declined to 5.8 per cent for the now feels that developing countries like India may lead
fourth quarter of fiscal 2008-09 (January-March 2009) the recovery of the global economy. The report said that
and to 6.7 per cent for the entire fiscal, pulled down by low inflation and rent reductions of up to 40% in Tier-2
declining growth in almost all sectors and the and 3 cities also help make India the most attractive
manufacturing sector in particular. However many retail investment destination. In the 2009 GRDI, the
experts believe that the worst is probably over and by report pointed out that unlike most developed markets,
the end of year 2009, we shall see a gradual recovery. GDP in emerging markets is expected to continue to
The Economist Intelligence Unit (EIU) has said, India's grow, albeit at a slower rate, and populations in many
real GDP growth will average at 7.2 per cent over the countries are younger, increasingly urban and showing a
next five years even as risks to the global economy growing interest in modern retail formats.
continue to remain high.
BUSINESS OVERVIEW
INDUSTRY OVERVIEW Business Policy
In 2008-09, the apparel sector witnessed a slowdown in Provogue maintains generally accepted standards of
growth mainly during the Q3 (Oct-Dec`08). Among the corporate conduct towards our employees, consumers
reasons for slowdown in sales were lower store growth and society at large. We believe that the policies must
due to high rentals and lower consumer spending balance individual interest with corporate goals and
sentiment. Many retailers have taken a relook at their operate within the accepted norms of propriety, equity
stores network and taken steps to rationalize the and sense of justice. The Company believes that it is
rentals. In general rentals have fallen around 25-35% rewarding to be better managed and governed and to
from their peak in 2007-08. This background of lower align and intensify its activities with the national
rentals has given more comfort to the expansion plans of interest. The Company makes all round efforts in its
organized retail. In general, however, slower retail sales pursuit to enhance market share and enhance
in India are forcing the domestic retailers to defer plans shareholders value in the industry.
of expansion and reorganise their operations.
Provogue
As per a recent report by Cushman & Wakefield and Provogue commenced operations as a manufacturer and
Jones Lang LaSalle Meghraj, just over 100 new malls, retailer of apparel for men & women under the brand
totaling over 30 Million square feet are supposed to be Provogue. Over time, the brand has gained strong
delivered by 2010 as against 800 malls forecasted earlier recognition and has grown to become a leading retailer
in 2007. This correction is expected to restore of fashion apparel and accessories for men and women.
equilibrium between supply and demand. Projecting itself as a customer-first company, Provogue
constantly strives to provide the Indian consumer
According to Images Research, in the organized retail complete satisfaction when it comes to their fashion
segment, apparel and fashion accessories is still the and retail needs.
largest category with 38.1 per cent of the market share,
valued at Rs 29,800 crore and within the overall apparel Provogue retails its products through exclusive Provogue
and fashion segment, organized retail controls 22.7 per Stores and by opening Shop-in Shop outlets in National Chain
cent. Stores (NCS) and Multi Brand Outlets (MBO). As of March
2009, Provogue fashions and accessories were available
According to CRISIL, the Indian apparel market is across 126 Provogue Stores, and 110 Shop-in Shops.
forecast to reach approximately Rs. 2,820 billion in the
year 2013 from current Rs. 1,490 billion in the year Prozone
2008, and is growing at a CAGR of 14%. Organized To capitalize the opportunities in the retail business, the
retailing is expected to grow faster at a CAGR of 24 to Company through its subsidiary, Prozone Enterprises
28% over the next 5 years. Pvt. Ltd, is in the process of developing properties for
OVO G
commercial purposes including development of Large investments new retail concepts are changing the
shopping malls. Prozone has collaborated with UK rapidly evolving organized retail landscape in India. This
based, Liberty International Plc to develop shopping is not just restricted to the metros but has also spread to
malls. Being associated with one of the leaders of retail Tier-2 and Tier-3 cities. All three business units, namely
real estate development, the Company are aiming to Provogue, Promart and Prozone, are expected to benefit
open international scale shopping centres across India significantly from a combination of the growth in retail
designed and built to international standards. The first and as the rise of the consuming class in Tier-2 and Tier-3
to open will be in Aurangabad housing approximately 0.8 cities continues.
million square feet of India's best retailers,
entertainment centers and restaurants. Threats
Apart from ever moving fashion trends and the
Promart emergence of new retail players, demand for talent in
Promart, a division of Provogue offers consumers their India and abroad may result in increasing attrition of
favorite brands at a great value through their off-price staff. China may too emerge as a rival in the longer run
retail stores. Promart launched its first store in to the Indian retail industry as it has rapidly been
Ahmedabad in 2007 and second store in Indore in 2008 increasing its manufacturing base and the demand for
and will continue to roll out more stores across cities skilled manpower outstrips the supply. The Company has
and towns pan-India in different phases. With an adopted policies that will attract and retain the best
estimated size of 20,000 sq. ft. per store, our strategy is talent and has implemented an ESOPS scheme in order
to give exceptional value without a discounted to retail its high record of loyalty.
experience.
RISK MANAGEMENT
Internal Control System and Adequacies
Economic Risk
The Company has adequate internal control procedures
A slowdown in economic growth in India could cause the
commensurate with the size and nature of businesses.
business to suffer as the Company's performance is
The internal control system is supplemented by
highly dependent on the growth of the economy, which
extensive internal audits, regular reviews by the
in turn leads to a rise in disposable incomes and
management and well-documented policies and
resultant consumption.
guidelines to ensure reliability of financial and all other
records to prepare financial statements and other data.
Moreover, the Company continuously upgrades these Favourable population growth, a large pool of highly
systems in line with the best accounting practices. The skilled workers, greater integration with the world
Company has independent audit systems to monitor the economy and increasing domestic and foreign
entire operations and the Audit Committee of the Board investment suggest that the Indian economy will
regularly review the findings and recommendations of continue its growth momentum for several years to
the internal auditors. come. This will also provide impetus to the retail
industry, which is estimated to grow to $430 billion in
OPPORTUNITIES AND THREATS 2010 from $330 billion in 2007.
Opportunities
The retail sector in India is today one of the fastest Business Risk
growing business segments in the country, comprising 13 The Company operates in upper market lifestyle
million outlets and employing over 18 million people. Rise products associated with high advertisement costs and
in disposable income, changing lifestyles and favorable risk related to brand management. The inventory cost
demographics are the key factors driving this growth. related to lifestyle garments is traditionally a matter of
risk, however through effective inventory management
With organised retail expected to grow at a steady rate the Company has reduced the risk to a minimal level.
of over 20% per annum, India's new consumption story
continues to provide the Company immense The Company has a low debt equity ratio and is well
opportunities. Our strong brand positioning and state of placed to take care of its borrowings. The foreign
the art manufacturing capabilities further help us to exchange transactions of the Company are suitably
leverage this opportunity. covered and there are no materially significant
exchange rate risks associated with international trade.

Fashion Risk OUTLOOK
This risk would arise through the Company's inability to A strong brand image, presence in retail infrastructure
set trends and understand changing fashion styles, and diversifying into new retail formats position the
which can lead to lower sales and profitability. Company as an integrated player in the growing
domestic consumption story. With the Indian economy
However, it is the Company's constant endeavour to be on a strong foothold and the organized retail industry
closer to and understand the customer through its surging, the Company is confident that it is well placed
diversified retail outlets. We also have a talented design to take advantage of the growth opportunities in the
team in place that is in step with the latest national and coming years.
international fashion trends and ensures that they are
reflected in designs for our customers. Though the FINANCIAL PERFORMANCE
Company has its mitigation in place, fashion risk cannot Operational Income
be completely eliminated. The Company achieved a total operational income of Rs.
359.73 crores against last year's operational income of
Rs. 336.85 crores which translates into a small growth of
Brand Risk about 7% against the backdrop of the financial turmoil in
Any event that tarnishes the image of the brand can the International and Indian markets and the high rate
lower the value of the brand and adversely affect the of inflation during the year.
Company's business.
EBIDTA
The Company's business model revolves around its The Company earned an EBIDTA margin of Rs. 64.78
brands and, therefore, the Company ensures that none crores up from Rs. 52.31 crores in the previous year. The
of the characteristics and attributes of the brand are growth in EBIDTA margin of 24% is due to higher other
compromised within the Company's communication to income earned by the Company during the year.
its customers. The Company also gives wide focus on
customer preferences and conducts extensive in-house Other Income
research to maintain top-of-the-mind recall with the The Company earned Other Income of Rs. 26.26 crores
customer base with respect to the brand. The Company as against Rs. 9.13 crores in the previous year. During the
believes that it has an appropriate mitigation plan in year the Company had raised fresh capital through
place to handle brand risk. preferential issue of shares and warrants. The idle
funds from the above issue were temporarily invested
into liquid mutual funds and interest bearing securities
HUMAN RESOURCES
and loans which has resulted in higher Other Income
The Company regards its human resources as amongst its
earnings to the Company.
most valuable assets and proactively reviews policies
and processes by creating a work environment that
encourages initiative, provides challenges and
Profit after Tax
opportunities and recognizes the performance and The Profit after tax for the year was Rs. 29.45 crores as
potentials of its employees. against Rs. 25.81 crores in the previous year. This
represents 8.2% and 7.7% of the operational income for
the FY 2008-09 and 2007-08 respectively. The profit
Focused and organized investment in training and
after tax increased by 14% over the previous year.
development, continuance of productivity
improvement efforts and an employee satisfaction
Cautionary Statement
survey are some of the highlights of our ongoing HR
activities. This report contains forward-looking statements based
on certain assumptions and expectations of future
events. Actual performance, results or achievements
Industrial relations across different locations of the may differ from those expressed or implied in any such
Company were cordial during the year. The Company forward-looking statements. The Company assumes no
continues to maintain its focus on human resources responsibility to publicly amend, modify or revise any
development. Total number of employees of the forward looking statements, on the basis of any
Company as on 31st March 2009 stood at 733. subsequent developments, information or events.
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CORPORATE GOVERNANCE
(A) C O M PA N Y ' S P H I LO S O P H Y O N C O R P O R AT E  Eight Board Meetings were held during the year
GOVERNANCE ended 31st March 2009 and the gap between two
The philosophy of Corporate Governance is meetings did not exceed four months. The dates on
implemented in the Company with the objective of which the Board Meetings were held are as follows:
attaining highest standards of Corporate Governance i) 11th April, 2008 ii) 24th May, 2008
and to respect its fiduciary responsibilities to the Iii) 28th June, 2008 iv) 30th July, 2008
shareholders. The policies and guidelines of Corporate v) 13th August, 2008 vi) 23rd August, 2008
Governance have been implemented in all facets of its Vii) 18th October, 2008 viii) 30th January, 2009
operations to build up an environment of trust and
confidence amongst the stake holders of the Company. The following table gives the attendance of the
The cardinal principles such as independence, Directors at Board meetings of the Company and also
accountability, responsibility, transparency, fair and other directorship other than the Company and
timely disclosure, credibility among others serve as the Chairmanship/Membership in Board Committees of
means of implementing the philosophy of Corporate public limited companies.
Governance in both letter and spirit. Name of No. of Attend No. of No. of
the Board -ance directo- commi-
We believe that sound Corporate Governance is critical Director meetings at rship ttee
to enhance and retain investor trust. Accordingly, we attended last in other position
always seek to ensure that we attain our performance during AGM public held in
with integrity and the Board exercises its fiduciary the limited other
responsibilities in the widest sense of the term. Financial comp- limited
Year anies comp-
(B) BOARD OF DIRECTORS 2008- anies
2009
Composition, Number of Board Meetings, Attendance of Dr. O.P.
Directors, etc. Chawla3 6 Yes 2 2
The Board of Directors of the Company consists of Mr. Nikhil
distinguished personalities with considerable Chaturvedi 7 Yes Nil Nil
professional expertise and experience in the fields of Mr. Salil
business & industry, finance, law and management. The Chaturvedi 8 Yes 1 Nil
Composition of the Board is in compliance with the Mr. Deep
requirement of Clause 49 of the Listing Agreement. As on Gupta 8 Yes Nil Nil
Mr. Akhil
the date of this report, eleven directors are on the Board
Chaturvedi 7 Yes 4 Nil
of the Company whose composition with personal Mr. Rakesh
details is given below: Rawat 5 Yes Nil Nil
Category Name of Age Qualification Mr. Nigam
the Director Patel 8 Yes Nil Nil
Mr. Tim
Promoter & Mr. Nikhil Eynon4 5 Yes Nil Nil
M.D Chaturvedi 40 B.Com Mr. Rakesh
Jhunjhunwala 0 No 12 Nil
Promoter & Mr. Salil Mr. S.L.
Whole time Chaturvedi 37 B.Sc Hiranandani 0 No 1 Nil
Directors Mr. Deep Gupta 40 BE, MBA Mr. Shahid
Mr. Akhil Chaturvedi 43 B.Sc, MMS Balwa 1 No 1 Nil
Mr. Rakesh Rawat 38 MBA Mr. Amitabh
Mr. Nigam Patel 39 B.Com Taneja 0 No 2 Nil
Non Executive Mr. Rakesh
1. Excludes Directorships in Private Limited Companies (including
Director Jhunjhunwala 48 ACA Private Limited Companies which are subsidiary of a Public
Independent Mr. S.L. 54 B.Com Limited Company), Foreign Companies and Government Bodies.
Directors Hiranandani 2. In accordance with Clause 49, Membership / Chairmanship of
Mr. Shahid Balwa 35 B.Com only Audit Committees and Shareholder's / Investor's Grievance
Committees of all Public Limited Companies have been
Mr. Amitabh Taneja 41 B.A considered.
Mr. Arun Bhargava 62 IRS(Rtd)
3. Resigned as a Director of the Company w.e.f.28th May, 2009.
* During the financial year 2008-09, Dr. O.P. Chawla was the Non 4. Resigned as a Director of the Company w.e.f.18th
Executive Independent Chairman of the Company. October, 2008.

Details of Directors seeking appointment/reappointment reassurance to the Board on the effective internal
at the forthcoming Annual General Meeting control and compliance environment that ensures:
Mr. Amitabh Taneja a) Efficiency and effectiveness of operations, both
Mr. Amitabh Taneja heads the New Delhi based Images domestic and overseas;
Multimedia Pvt. Ltd. which publishes the country's
b) Reliability of financial and management
leading trade journals on fashion and retail. He is also
information and adequacy of disclosures;
Chairman of Images Fashion Forum and India Retail
Forum which hosts India's leading industry conferences c) Safeguarding of assets and adequacy of provisions
in these fields. He has also been appointed as a Director of all liabilities; and
of ICSC India by the International Council of Shopping
d) Compliance with all relevant statutes.
Centres, New York. Mr. Amitabh Taneja does not hold any
shares of the Company.
The role of the Audit Committee includes the
Mr. Surendra Hiranandani following:
Mr. Surendra Hiranandani is the Managing Director and a) To review quarterly, half yearly un-audited
Founder of the Hiranandani Group of Companies, a financial statements and yearly audited financial
leader in quality constructions. Mr. Hiranandani is also statements and prepublication announcements
involved in improving Education and is the Managing before submission to the Board.
Trustee of Hiranandani Foundation, which runs two of b) To ensure compliance of Internal Control Systems
Mumbai's best schools at Powai and Thane. He is also the and action taken on Internal Audit reports.
President of the Unaided Schools Forum. His keen
interest in improving the quality of Healthcare is c) To appraise the Board on the impact of accounting
evidenced in that he is the Managing Trustee of Dr. L.H. policies, auditing standards and legislation.
Hiranandani Hospital, a multi-specialty hospital at d) To hold periodical discussions with statutory
Powai, Mumbai. Mr. Surendra Hiranandani does not hold auditors on the nature and scope of the audit.
any shares of the Company.
e) To review the Company's financial and risk
Mr. Arun Bhargava management policies.
Mr. Arun Bhargava is a retired Indian Civil service f) To approve the payment to Statutory Auditors for
personnel and holds bachelors degree in science as well any other services rendered by the Statutory
in law. He held various positions with Government of Auditors.
India over a period of more than 38 years. Prior to his
retirement in 2006, he was a member of Central Board of g) To recommend to the Board, the appointment, re-
Direct Taxes (CBDT). Subsequently, he joined Member appointment and, if required, the replacement or
Securities Appellate Tribunal (SAT) and continued till removal of the Statutory Auditor and to finalise
October, 2008. He has immense knowledge and their remuneration.
experience and held various senior positions with
Government of India in his career which spread over for Composition:
almost four decades. Mr. Bhargava does not hold any The members of the Committee are well versed in
shares of the company. finance, accounts, company law and general business
practices. The Independent members of the Audit
(C) COMMITTEES OF THE BOARD Committee are paid sitting fees of Rs.5000/- for every
The Board has set up four level committees namely: meeting of the Committee attended by them. Chairman
(i) Audit Committee of the Committee is on rotational basis and Company
(ii) Remuneration/Compensation Committee Secretary of the Company is the Secretary of this
(iii) Loans and Investment Committee
Committee. The Committee met 5 times during the
(iv) Share holders'/Investors' Grievance Committee
year, viz.
(i) Audit Committee i) 29.04.2008 ii) 27.06.2008
Terms of reference:
iii) 28.07.2008 iv) 17.10.2008
The Audit Committee of the Company supported by
v) 28.01.2009
professional Internal Auditors, inter alia, provides
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The Composition of the Audit Committee as on 31st (iii) Loans and Investment Committee
March, 2009 and the attendance of the members at the
The Committee approves making of loans and investment,
Meetings held are as follows:
disinvestment, purchase and sale of moveable and
Nameofofthe DirectorStatus
Name Status No. of No. of immoveable properties, borrowing moneys and related
the Director Meetings meetings aspects of fund management in accordance with the
Mr.Nikhil ChaturvediMember
held attended Guidelines prescribed by the Board.
Mr. Salil ChaturvediMember during
Mr. Deep GuptaMember the
The Committee consists of the following Directors:
Mr. Rakesh RawatMember Tenure
Name of the Director Status
Mr. Tim Eynon 1 Member 4 4
Mr. Shahid Balwa Member 5 5 Mr.Nikhil Chaturvedi Member
Mr. Amitabh Taneja Member 5 1 Mr. Salil Chaturvedi Member
2
Mr. Akhil Chaturvedi Member 0 0 Mr. Deep Gupta Member
Mr. Rakesh Rawat Member
1. Resigned as a Member of the Committee
w.e.f18th October, 2008
2. Appointed as a Member of the Committee The Committee had 8 Meetings during the Financial Year
w.e.f30th January, 2009 08-09. The Directors are not paid any sitting fees for
attending the meeting of the Committee.
(ii) Remuneration/Compensation Committee
Terms of Reference: (iv) Shareholders' / Investors' Grievance Committee
n Reviewing the overall compensation policy, service The Shareholders' / Investors' Grievance Committee
agreements and other employment conditions of functions with the objective of looking into redressal of
Managing/Whole time Directors. Shareholders' and Investors' grievances relating to non-
n Reviewing the performance of the Managing/ Whole receipt of dividend, refund orders, shares sent for
time Directors and recommending to the Board, the registration of transfer, Annual Report etc.
quantum of annual increments and annual Shareholders' / Investors' Grievance Committee met
commission. twice during the year.
n Administration of Employee Stock Option Scheme of
the Company. The Committee consists of the following Directors:
n During the year, Remuneration Committee met
twice on 28th July, 2008 and 17th October 2008. Name of the Director Status
Mr. Akhil Chaturvedi Member

Composition: Mr. Tim Eynon 1 Member
The Committee comprises of three Directors, two of Mr. Amitabh Taneja Member
whom are Non Executive Directors and the Chairman of Mr. Deep Gupta 2 Member
the Committee is an Independent, Non Executive
Director nominated by the Board. The Composition of
the Remuneration Committee as on 31st March, 2009 1. Resigned as a Member of the Committee w.e.f18th
and the attendance of the members at the Meetings held October, 2008
are as follows: 2. Appointed as a Member of the Committee w.e.f30th
January, 2009
Name of the Director Status
Mr. Shahid Balwa Chairman The Directors are not paid any sitting fees for attending
Mr. Tim Eynon 1 Member the meeting of the Committee.
Mr. Amitabh Taneja Member
2
Mr. Akhil Chaturvedi Member Based on the report received from the Company's
Registrars and Transfer Agent, during the year ended
1. Resigned as a Member of the Committee w.e.f18th 31st March 2009, 05 complaints were received and
October, 2008 all the complaints were replied / resolved to the
2. Appointed as a Member of the Committee w.e.f30th satisfaction of the shareholders. No complaints were
January, 2009 pending as on 31st March, 2009.

(D) DETAILS OF DIRECTORS REMUNERATION PAID DURING (F) DISCLOSURES:
THE YEAR 2008-2009 1. During the financial year 2008-09, there were no
transactions of material nature with the directors
Name of the Salary Paid (Rs.) Sitting Fees or the management or their subsidiaries or relatives
Director paid (Rs.) that had potential conflict with the interest of the
Dr. O.P.Chawla* - 1,20,000 Company. Further, details of related party
Mr. Nikhil Chaturvedi 24,00,000 - transactions are presented at Note No. 27 of
Mr. Salil Chaturvedi 36,00,000 - Schedule 19 of the Annual Report.
Mr. Deep Gupta 36,00,000 -
2. The Company has complied with the requirements
Mr. Akhil Chaturvedi 36,00,000 -
of the Stock Exchanges/SEBI/and other Statutory
Mr. Rakesh Rawat 6,00,000 -
Authorities on all matters related to capital
Mr. Nigam Patel 6,00,000 -
markets during the last three years. No penalties or
Mr. Tim Eynon* - 1,20,000
strictures have been imposed on the Company by
Mr. Rakesh
the Stock Exchange or SEBI or any other statutory
Juhunjhunwala - -
authorities.
Mr. S.L. Hiranandani - -
Mr. Shahid Balwa - 45,000 3. Proceeds from IPO & Preferential Issues:
Mr. Amitabh Taneja - 5,000 The Company discloses to audit Committee, the
uses / applications of proceeds / funds raised from
* Mr. Tim Eynon and Dr. O.P. Chawla resigned from the initial public offer and subsequent preferential
Board of the Company with effect from 18th October, issues made by the company in the year 2007 and
2008 and 28th May, 2009 respectively. 2008 as part of quarterly review of financial results.
(E) GENERAL BODY MEETING The status of utilisation of proceeds of the said
Location, date and time of General Meeting held during issues have been disclosed in the Directors' Report
the last 3 years and under note 30-32 of schedule 19 of the Balance
Sheet forming part of the Annual Report.
Annual General Meetings:
Financial Year Date Time Location No. of Special Resolutions
2005-2006 24.08.2006 9.30 a.m. The Club,197, D.N. Nagar, Andheri 1

(W),Mumbai - 400053
2006-2007 14.09.2007 3.30 p.m. Walchand Hirachand Hall, 4th Floor, 1
IMC Building, IMC Marg, Churchgate,
Mumbai - 400020
2007-2008 15.09.2008 4.30 p.m. Colonial Hall, 3 The Club, D.N. Nagar, 3
Andheri (W), Mumbai - 400 053
Extra Ordinary General Meeting

Financial Year Date Time Location No. Of Special Resolutions Passed
2006-2007 16.02.2007 4.30 p.m. The Club,197, D.N. 4

Nagar, Andheri (W),
Mumbai - 400053
2008-2009 09.05.2008 4.30 p.m. The Club,197, D.N. 4
Nagar, Andheri (W),
Mumbai - 400053
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(G) MEANS OF COMMUNICATION: National Stock Exchange of
a) Quarterly Results were published in prominent daily India Ltd. (Demat segment) : PROVOGUE
newspapers, viz., Business Standard, Free Press Demat ISIN in NSDL and CDSL
Journal and Sakal. for Equity Shares : INE968G01025
b) The Company has its own web site and all vital
information relating to the Company and its 7) Stock Market Price data for the year 2008-2009
products etc have been uploaded on the web site Month On BSE( in Rs) On NSE(in Rs)
for the benefit of the public at large. Company's High Low High Low
web site address is www.provogue.net
Apr 2008 1392.45 1012.30 1387.70 1020.00
c) Management Discussion and Analysis forms part of May 2008 1299.90 1170.00 1300.00 1168.00
the Annual Report. Jun 2008 1215.00 896.00 1219.80 880.00
Jul 2008 940.00 806.00 950.00 815.00
(H) SUBSIDIARY COMPANY Aug 2008 868.00 660.00 924.00 666.00
Sep 2008 752.00 660.00 759.00 651.00
The Company has 23 subsidiary companies as on 31st
Oct 2008 705.00 53.30 705.00 54.50
March 2009 and Prozone Enterprises Private Limited Nov 2008 65.00 33.10 63.00 32.40
is a Material non listed Indian subsidiary, pursuant to Dec 2008 55.45 33.30 55.35 32.35
the definition given under Clause 49 of the Listing Jan 2009 57.40 36.85 57.95 36.40
Agreement, as on that date. Feb 2009 40.10 31.05 39.75 30.70
Mar 2009 35.00 26.30 33.85 26.50
(I) GENERAL SHAREHOLDERS INFORMATION:
1) Annual General Meeting is to be held on 8) Performance in comparison to broad based indices
18th September 2009 at 4.00 p.m. such as BSE MIDCAP Index & NSE S & P CNX Nifty
PROVOGUE’s price comparision MIDCAP Index

2) Financial Calendar (tentative) : with MIDCAP Index of BSE PIL PRICE
First Quarterly Result : End of July
8,000 275,00
Second Quarterly Result : End of October
Third Quarterly Result : End of January 7,000 225,00
Financial year ending : 31st March 6,000
175,00
5,000
125,00
4,000
3) Date of Book Closure : 14th September 2009 75,00
3,000
to
2,000 25,00
18th September 2009
(both days inclusive APR MAY JUN JUL AUG SEPT OCT NOV DEC JAN FEB MAR
for the purpose of

AGM and dividend ) PROVOGUE’s price comparision S & P CNX Nifty
4) Dividend Payout Date : On or after with S & P CNX Nifty PIL PRICE
22nd September 2009 6,000 275,00
5,000 225,00
5) Listing of Stock Exchange : Bombay Stock
4,000 175,00
Exchange Ltd
3,000 125,00
(BSE)
National Stock 2,000 75,00
Exchange of 1,000
25,00
India Ltd.
(NSE) APR MAY JUN JUL AUG SEPT OCT NOV DEC JAN FEB MAR
6) Scrip Code :
NOTE: For comparison purpose, the nominal value
Bombay Stock Exchange Ltd.
of shares for the period under review is taken as Rs. 2/-
(Demat segment) : 532647 per share.

9) Physical Shares are transferred at the office of M/s Shareholding As on 31.03.09
Link Intime India Pvt Ltd., C/13, Pannalal Silk Mills
Compound, L.B.S. Marg, Bhandup (W) Mumbai- 42% Promoters &
17% Others Promoter Group
400078, the Registrar & Transfer Agent of the
Company. Any query or complaint may be referred
to the said address. 18% Bodies
Corporate
10) Share Transfer system:

The Company's shares are traded in Stock Exchange 1% Mutual Funds
0.63% Banks &
compulsorily in demat mode. Shares in physical Financial Institutions
mode which are lodged for transfer are processed 31% Foreign
Institutional Investors
and returned to the shareholders within 15-20 days
from the date of receipt.
11) Dematerialization of shares:

As on 31.03.2009, 11,49,91,375 Equity shares of the
Company, representing 98.78% of its issued capital, 14) Outstanding Number of GDRs /ADRs /Warrants etc:
were held in dematerialized form and the balance The Company has not issued any GDRs/ADRs.
1.22% representing 14,15,330 equity shares were Pursuant to the approval of members of the
held in physical form. Company at the Extra Ordinary General Meeting
held on 16th February 2007, the Board allotted
12) Distribution of shareholding as on 31.03.2009 18,00,000 convertible warrants to Promoter Group
of the Company on 3rd March 2007.
Shareholding Shareholders Shareholding
(in Rs.)
Nos. % Amount % Out of these 18,00,000 convertible warrants
(Rs.) 9,00,000 Equity Shares were converted by the
promoters of the Company and these shares were
Up to 5000 7980 96.51 3456244 1.49
allotted by the Board on 29th March, 2008 and
5001 to 10000 101 1.22 813528 0.35
10001 to 20000 51 0.62 776026 0.33 4,33,733 Equity Shares were converted by the
20001 to 30000 19 0.23 474694 0.20 promoters of the Company and these shares were
30001 to 40000 15 0.18 520156 0.22 allotted by the Board on 2nd September, 2008.
40001 to 50000 9 0.11 424476 0.18
50001 to 100000 20 0.24 1371026 0.59
Above 100001 74 0.89 224977260 96.64 Pursuant to the approval of members of the
Total 8269 100.00 232813410 100.00 Company at the Extra Ordinary General Meeting
held on 9th May, 2008, the Board allotted 14,84,000
convertible warrants on preferential basis to the
13) Categories of Shareholders as on 31.03.2009 Promoter Group and others on 24th May, 2008.
Category No. Of % of
Shares Shareholding
15) Location of Manufacturing Units:
Promoters & Promoter
Group 48318430 41.51
Banks & Financial 98/8 Ground Floor
Institutions 736480 0.63 Daman Industrial Estate
Foreign Institutional Kadaiya Village, Nani Daman
Investors 35901432 30.84 Daman, UT
Mutual Funds 1384475 1.19
Bodies Corporate 20275174 17.85 Village Gullarwala
Others 20330714 17.47 Sai Road, Baddi 173 205
Total 116406705 100.00 Himachal Pradesh
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16) Address for correspondence: 18) Insider Trading
i. Any Query on Annual Report: Pursuant to the requirements of SEBI (Prohibition of
Mr. Anil Cherian Insider Trading) Regulations, 1992 as amended, the
Company Secretary & Compliance Officer Company has adopted a code of conduct for
Provogue House
105/106 New Link Road prohibition of insider trading. The Code is
Andheri (W), Mumbai 400 052 applicable to all Directors and such designated
Phone: 022-3062 0000 employees who are expected to have access to
Fax: 022-3068 0570 unpublished price sensitive information relating to
Email id for investors: the Company.
investorservice@provogue.net
19) Compliance on Clause 49 of the Listing Agreement
ii. Shareholders correspondence should be
addressed to: In so far as compliance with the requirements of
Clause 49 of the listing agreement with the stock
M/s Link Intime India Pvt Ltd.
exchanges for the year ended 31st March 2009, the
C/13, Pannalal Silk Mills Compound
Company has complied with the mandatory norms
L.B.S. Marg, Bhandup (W)
and disclosures that have to be made in Corporate
Mumbai-400078
Governance report. The Company has adopted non-
Phone: 022-2596 3838 mandatory requirements in respect of Whistle
Fax: 022-2594 6969 Blower Policy and Remuneration Committee. The
Statutory Auditors have certified that the Company
Shareholders holding shares in electronic mode
has complied with conditions of Corporate
should address their correspondence to their
Governance as stipulated in Clause 49 and the
respective Depository Participants.
certificate is annexed to this report.
17) Code of Conduct:

The Board of Directors of the Company has
For and on behalf of Board of Directors
approved and adopted a Code of Conduct for the
members of the Board and senior management of
the Company. The Code of Conduct is posted on the
website of the Company and the members of the
Board and senior management have affirmed the Mumbai Nikhil Chaturvedi Deep Gupta
annual compliance of the Code. 26th June 2009 Managing Director Whole time Director

Auditors Certificate on Compliance of Conditions of Corporate Governance under
Clause 49 of the Listing Agreement:
To the Members of Provogue (India) Limited,
We have examined the compliance of conditions of Corporate Governance by Provogue (India) Limited (the
Company) for the year ended 31st March 2009 as stipulated in Clause 49 of the Listing Agreement of the said Company
with the Stock Exchange(s) in India.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement.
On the basis of the records maintained by the Company we state that as at 31st March 2009, there were no investor
grievances pending with the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Singrodia Goyal & Co.

Place : Mumbai Suresh Murarka

Date : 26th June, 2009 Partner
Mem. No. : 44739
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AUDITORS’ REPORT
To the Members of Provogue (India) Limited, e) On the basis of written representations

received from the directors as on 31st March,
We have audited the attached Balance Sheet of 2009 and taken on record by the Board, we
Provogue (India) Limited as at 31st March 2009, the report that none of the director is disqualified
Profit and Loss Account and the Cash Flow Statement for as on 31st March, 2009 from being appointed as
the year ended on that date, annexed thereto. These a director in terms of clause (g) of subsection
financial statements are the responsibility of the (1) of section 274 of the Companies Act, 1956.
Company's management. Our responsibility is to express
an opinion on these financial statements based on our f) In our opinion and to the best of our
audit. information and according to the explanations
given to us, the said accounts, read together
1. We conducted our audit in accordance with the with notes appearing thereon, give the
auditing standards generally accepted in India. information required by the Companies Act,
Those standards require that we plan and perform 1956 in the manner so required and give a true
the audit to obtain reasonable assurance about and fair view in conformity with the accounting
whether the financial statements are free of principles generally accepted in India:
material misstatement. An audit includes
examining on a test basis, evidence supporting the i) In the case of the Balance Sheet, of the state of
amounts and disclosures in the financial affairs of the Company as at 31st March, 2009,
statements. An audit also includes assessing the
accounting principles used and significant ii) In the case of the Profit and Loss Account, of the
estimates made by management, as well as profit of the Company for the year ended on that
evaluating the overall financial statements date, and
presentation. We believe that our audit provides a
iii) In the case of Cash Flow Statement, of the cash
reasonable basis for our opinion.
flows of the Company for the year ended on that
2. As required by the Companies (Auditors Report) date.
Order, 2003 and amendments thereto issued by the
Central Government of India in terms of Section Chartered Accountants
227(4A) of the Companies Act, 1956, we annex
hereto a statement on the matters specified in the
paragraphs 4 and 5 of the said Order. Suresh Murarka
Place : Mumbai Partner
3. Further to our comments in the Annexure referred Date : 26th June 2009. Mem. No. : 44739
to in paragraph 2 above, we report that:
a) We have obtained all the information and

explanations, which to the best of our
knowledge and belief were necessary for the
purpose of our audit.
b) In our opinion, proper books of accounts as

required by law have been kept by the
Company so far as it appears from our
examination of those books.
c) The Balance Sheet, the Profit & Loss Account

and the Cash Flow Statement dealt with by this
report are in agreement with the books of
accounts.
d) In our opinion the Balance Sheet, the Profit and

Loss Account and the Cash Flow Statement
comply in all material aspects with the
applicable Accounting Standards referred to in
Section 211 (3C) of the Companies Act, 1956.

Annexure to Auditors Report
Annexure referred to in Paragraph 2 of the Auditors

Report for the year ended 31st March 2009. c) In view of our comments in para (iii) (a) and (b)
above, clauses 4 (iii) (c) and (d) of the said
As required by the Companies (Auditors Report) Order, Order are not applicable.
2003 and amendments thereto and according to the
information and explanations given to us during the d) The Company has taken unsecured loans from
course of the audit and on the basis of such checks of the six parties including one subsidiary company
books and records as were considered appropriate we covered in the register maintained under
report that: Section 301 of the Companies Act, 1956 on call
basis. The maximum amount outstanding
(i) a) The Fixed Assets register was maintained by during the year was Rs. 1566.04 lacs and the
the Company till the previous year. However year-end balance was Rs. 57.56 lacs.
during the year the same has been misplaced
and the Company is in the process of compiling e) The said loans are interest free except in two
the new fixed assets register cases (other than subsidiary company) where
interest has been charged. Other terms and
b) The scope of annual physical verification of conditions on which the loans have been taken
fixed assets conducted by the management has are prima facie, not prejudicial to the interest
been limited to fixed assets other than of the Company;
Furniture and Fixtures. In our opinion the
interval of physical verification is reasonable. f) In view of our comments in para (iii) (d) and (e)
Since the fixed assets register is under above, clause 4 (iii) (g) of the said Order is not
compilation, we are unable to comment on the applicable.
discrepancy noticed on physical verification, if
(iv) There are adequate internal control systems
any.
commensurate with the size of the Company and
c) During the year, there is no substantial disposal the nature of its business with regard to purchase of
of fixed assets. inventories and fixed assets and for the sale of
goods and services. During the course of our audit,
(ii) a) The inventories have been physically verified no major weakness has been noticed in the internal
by the management during the year at control systems.
reasonable intervals.
(v) a) The particulars of contracts or arrangements
b) The procedures of physical verification of the referred to in Section 301 of the Companies
inventories followed by the management are Act,1956 that needs to be entered into the
reasonable and adequate in relation to the size register maintained under that section have
of the Company and the nature of its business. been so entered.
c) The Company has maintained proper records of b) The transactions made in pursuance of such
its inventories. No material discrepancies were contracts or arrangements have been made at
noticed on physical verification as compared to prices which are reasonable having regard to
book records. the prevailing market prices at the relevant
time.
(iii) a) The Company has granted unsecured loans to
six subsidiary companies covered in the (vi) The Company has not accepted any deposits from
register maintained under Section 301 of the the public.
Companies Act, 1956 on call basis. The
maximum amount outstanding during the year (vii) The Company has an adequate internal audit
was Rs. 1280.88 lacs and the year-end balance system commensurate with its size and nature of its
was Rs. 357.20 lacs. business.
b) The said loans are interest free except in one (viii)The Central Government has not prescribed for
case where interest has been charged. Other maintenance of cost records under Section 209 (1)
terms and conditions on which the loans have (d) of the Companies Act, 1956 for the Company.
been granted are prima facie, not prejudicial
(ix) a) Accordingly to the records of the Company, the
to the interest of the Company;
undisputed statutory dues including Provident
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Fund, Employees' State Insurance, Income Tax, (xv) The Company has not given any guarantee for loans
Sales Tax, Wealth Tax, Service Tax, Customs taken by others from banks and financial
Duty, Excise Duty and Cess have generally been institutions.
regularly deposited with the appropriate
authorities. There are no undisputed amounts (xvi)The Company has applied the term loans during the
payable in respect of such statutory dues which year for the purpose they were obtained.
have remained outstanding as at 31st March,
2009 for a period more than six months from (xvii)On an overall examination of the balance sheet of
the date they became payable. the Company, we report that the no funds raised on
short-term basis have been used for long term
b) According to the records of the Company, investments.
Income Tax, Wealth Tax, Sales Tax, Service Tax,
Custom Duty, Excise Duty and Cess which have (xviii)The Company has made preferential allotment of
not been deposited on account of any dispute share warrants to parties covered in the register
with the relevant authorities are given below: maintained under section 301 of the Companies
Act, 1956. The same has been made in conformity
Name Amount Period to which Forum where with the guidelines issued by the Securities and
Of (Rs. In amount relates dispute is Exchange Board of India relating to such
Statute lacs) pending preferential allotment and on that basis not
prejudicial to the interest of the Company. Further,
Sales 0.14 2001-02 Deputy part of the convertible warrants issued in the
Tax Commissioner previous year have also been converted into equity
-Appeals
shares during the year at the pre- determined rate
Sales 1.41 2002-03 Deputy
Tax Commissioner as per SEBI Guidelines.
-Appeals
Sales 0.55 2003-04 Deputy (xix)The Company has not issued any debentures during
Tax Commissioner the year.
-Appeals
(xx) The Company has not raised money through a public
issue during the year.
(X) The Company has no accumulated losses at the end
of the financial year and it has not incurred any cash (xxi)There were no frauds on or by the Company noticed
losses during the financial year and in the or reported during the course of our audit during
immediately preceding financial year. the year.
(xi) The Company has not defaulted in repayment of its For Singrodia Goyal & Co.
dues to banks and financial institutions.
(xii) The Company has not granted loans or advances on

Suresh Murarka
the basis of security by way of pledge of shares, Place : Mumbai Partner
debentures and other securities. Date : 26th June 2009. Mem. No. : 44739
(xiii)The provisions of any Special Statute applicable to
Chit Fund, Nidhi or Mutual Benefit Fund/ Societies
are not applicable to the Company.
(xiv)The Company is not dealing in or trading in shares,

securities, debentures and other investments. The
Company has invested temporary surplus funds in
marketable securities and mutual funds. Proper
records have been maintained of the transactions
and contracts and timely entries have been made
therein. The marketable securities and mutual
funds have been held by the Company, in its own
name.

BALANCE SHEET
AS AT MARCH 31, 2009
(Rs. in Lacs)
As at As at
Particulars Schedules 31.03.09 31.03.08
I. SOURCES OF FUNDS
Shareholder's Funds
Share Capital 1 2,328.13 1,999.76
Share Warrants 1A 1,632.40 405.00
Reserves & Surplus 2 64,970.41 29,611.37
68,930.94 32,016.13
Loan Funds
Secured Loans 3 14,502.49 13,312.78
Unsecured Loans 4 863.24 1,480.76
15,365.73 14,793.54
84,296.67 46,809.67
II. APPLICATION OF FUNDS
Fixed Assets 5
Gross Block 9,017.62 6,198.29
Less : Depreciation 2,780.12 1,844.25
Net Block 6,237.50 4,354.04
Capital Work in Progress including Capital Advances 1,203.30 39.95
7,440.80 4,393.99
Investments 6 34,639.20 14,220.85
Deferred Tax Assets (Net) 207.65 137.49
Current Assets, Loans & Advances
Inventories 7 18,938.78 15,366.83
Sundry Debtors 8 9,128.78 7,388.06
Cash & Bank Balances 9 1,318.32 2,693.52
Loans & Advances 10 17,916.56 9,259.90
47,302.44 34,708.31
Less : Current Liabilities & Provisions 11 5,293.42 6,650.97
Net Current Assets 42,009.02 28,057.34
84,296.67 46,809.67
Significant Accounting Policies & Notes on Accounts 19
As per our report of even date attached
For Singrodia Goyal & Co. For & On behalf of the Board
Suresh Murarka Nikhil Chaturvedi Deep Gupta

Partner Managing Director Whole Time Director
Mem. No. 44739
Place : Mumbai Anil Cherian J.K.Jain

Date : 26th June 2009 Company Secretary Vice President Finance
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PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED MARCH 31, 2009
(Rs. in Lacs)
Year ended Year ended

A. INCOME
Operational Income 12 35,972.66 33,655.92
Other Income 13 2,625.98 913.31
Increase/(Decrease) in Stocks 14 1,100.75 3,233.16
39,699.39 37,802.39
B. EXPENDITURE
Cost of Raw Material Consumed / Good Sold 15 21,544.69 21,428.69
Personnel Expenses 16 1,522.52 1,356.90
Manufacturing and Other Expenses 17 10,153.83 9,287.45
Interest & Financial Charges 18 1,497.05 1,642.28
Depreciation 951.05 810.57
35,669.14 34,525.89
Profit before tax and prior period items 4,030.25 3,276.50
Prior Period Items (Note 6, Schedule "19") 4.02 (16.30)
Profit before tax 4,034.27 3,260.20
Less : Provision for Tax
-Current Tax 1,120.00 694.80
-Deferred Tax Liability / (Asset) (70.16) (110.62)
-Fringe Benefit Tax 45.00 50.47
-Tax of earlier years (6.42) 45.11
Profit after Tax 2,945.85 2,580.44
Balance brought forward 5,039.16 3,126.51
Appropriations :
Proposed Dividend 349.22 399.83
Tax on Corporate Dividend 59.35 67.96
Transfer to General Reserve 200.00 200.00
Balance carried to Balance Sheet 7,376.44 5,039.16
Earning Per Share of Rs. 2 each (P.Y. Rs. 10 each)
Basic 2.59 13.59
Diluted 2.59 13.59

Mem. No. 44739


CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH, 2009
(Rs. in Lacs)
Particulars
31.03.2009 31.03.2008
A CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax and before extraordinary items 4,030.25 3,276.50
Adjustments for :
Depreciation 951.05 810.57
Provision for Doubtful Debts 47.22 38.15
Share of loss from Partnership Firm 38.98
Financing Charges 1,497.05 1,642.28
Interest Received (1,666.07) (497.68)
Loss on sale/discard of Fixed Assets 4.20 14.95
Profit on Sale of Fixed Assets (1.41)
Dividends (594.18) (249.11)
Profit on sale of Investments (308.60) (46.74)
Unrealised (Gain) / Loss Foreign Exchange Fluctuations 277.98 111.78
Operating profit before working capital changes 4,238.90 5,138.26
Adjustments for :
Trade and Other Receivables (1,787.94) (2,491.67)
Inventories (3,571.95) (5,125.10)
Trade Payables (1,216.27) 2,530.81
Loans and Advances (1,139.72) (546.90)
Net Cash from operating activities (3,476.99) (494.60)
Direct Tax (Net of Refunds) (1,303.53) (705.17)
Cash (Outflow) before Prior Period Adjustments (4,780.52) (1,199.78)
Prior Period adjustments 4.02 (16.30)
Net Cash from Operating Activities (4,776.50) (1,216.07)
B. CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Fixed Assets (2,846.59) (1,468.25)
Capital Work in Progress including capital advances (1,163.04) (7.12)
Sale of Fixed Assets 7.58 11.65
Investments in Subsidiaries (8,138.57) (11,213.25)
Advances to Subsidiaries (21.97) (94.03)
Share Application Money paid to Subsidiaries 751.55 (800.00)
Advance against Property (428.84) (290.74)
Investment in Partnership Firm 210.45
Loans Other (7,754.79) (4,238.02)
Interest Received 1,666.07 497.68
Dividends 594.18 249.11
Purchase of Investments (139,677.72) (19,974.92)
Sale of Investments 127,706.54 28,788.87
Net Cash used in Investing Activities (29,305.60) (8,328.55)
C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Issue of Share Capital 285.00 90.00
Proceeds from Issue of Convertable Warrants 1,632.40 (405.00)
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CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH, 2009
(Rs. in Lacs)
Particulars
31.03.2009 31.03.2008
Proceeds from Borrowings 572.19 9,085.81

Proceeds from Securities Premium 32,821.62 3,960.00
Share Issue Expenses (361.49)
Financing Charges (1,497.05) (1,642.28)
Dividend Paid including tax thereon (467.78) (335.15)
Net Cash used from Financing Activities 32,984.89 10,753.38
Net (decrease)/ increase in Cash and Cash Equivalents (1,097.21) 1,208.75

Add/(Less):- Unrealised Foreign Exchange Fluctuation (277.98) (111.78)
Cash and Cash Equivalents (Opening) 2,693.52 1,596.55
Cash and Cash Equivalents (Closing) 1,318.32 2,693.52
Note :
1 Cash and Cash Equivalents at the end of the year consists of Cash in Hand and Balances with banks and are net of
short term loans and advances from banks as follows :
(Rs. in Lacs)
Particulars
As at As at
31.03.2009 31.03.2008
Cash in Hand 34.64 19.80
Balances with Bank 1,283.68 2,673.72
1,318.32 2,693.52
2 Previous year's figures have been regrouped, rearranged wherever necessary in order to confirm to current year's
figures

Partner Managing Director Director
Mem No. 44739


SCHEDULES TO THE BALANCE SHEET
(Rs. in Lacs)
As at As at
Particulars
31.03.2009 31.03.2008
Schedule "1" : Share Capital

Authorised (Note "29", Schedule 19)
16,50,00,000 Equity Shares of Rs. 2/- each 3,300.00 2,300.00
(Previous year 2,30,00,000 Equity Shares of Rs. 10/- each) 3,300.00 2,300.00
Issued, Subscribed & Paid up

11,64,06,705 Equity Shares of Rs. 2/- each fully paid up 2,328.13 1,999.76
(Previous Year 1,99,97,608 Equity Shares of Rs. 10/- each fully paid up) 2,328.13 1,999.76
Schedule "1A" : Share Warrants (Notes "31" & "32", schedule 19)
i) 9,00,000 Warrants of Rs.45/- each paid up — 405.00
(Each Warrant carry option /entitlement to subscribe to one equity
share of Rs.10/- each at a price of not less than Rs. 450/- per share.)
ii) 74,20,000 warrants of Rs.22/- each paid up 1,632.40 —

(Each warrant carry option /entitlement to subscribe to one equity
share of Rs.2/- each at a price of not less than Rs.220/- per share.)
1,632.40 405.00
Schedule "2" : Reserves & Surplus

Capital Reserve
Opening Balance — —
Add: On forfeiture of warrants 209.82 —
Closing Balance 209.82 —
Securities Premium
Opening Balance 24,242.21 20,282.21
Add : On further issue of shares 32,973.43 3,960.00
57,215.64 24,242.21
Less : Share issue expenses 361.49 —
Closing Balance 56,854.15 24,242.21
General Reserve
Opening Balance 330.00 130.00
Add: Transfer during the year 200.00 200.00
Closing Balance 530.00 330.00
Balance of Profit & Loss Account 7,376.44 5,039.16
64,970.41 29,611.37
Schedule "3" : Secured Loans (Note '7', Schedule 19)
Term Loans From Banks 5,331.44 6,321.26
Working Capital Loans from Banks 9,040.01 6,796.76
Hire Purchase Loans 131.04 194.76
14,502.49 13,312.78
Schedule "4" : Unsecured Loans

Short Term Loans & Advances
Intercorporate Deposits 63.05 54.50
From Banks 497.54 1,186.14
From Directors 4.51 —
Other Loans & Advances
Trade Deposits 298.14 240.12
863.24 1,480.76
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Schedule "5" : Fixed Assets (At Cost less Depreciation) (Rs. in Lacs)
Gross Block Depreciation Net Block
Description of Assets As At Additions Deductions As At Upto Provided for Adjustments Upto As At As At

01.04.2008 during during 31.03.2009 31.03.2008 the year 31.03.2009 31.03.2009 31.03.2008
the year the year
Owned Assets :
Land — 850.36 — 850.36 — — — — 850.36 —
Buildings 1,079.23 287.39 — 1,366.62 167.14 58.02 - 225.16 1,141.46 912.09

Plant & Machinery 172.41 155.59 — 328.00 53.34 19.25 - 72.59 255.41 119.07
Furniture & Fixtures - Studios 3,038.24 1,080.28 26.78 4,091.74 772.09 561.27 15.17 1,318.19 2,773.55 2,266.15
Furniture & Fixtures - Others 474.12 302.90 — 777.02 157.13 70.86 — 227.99 549.03 317.00
Office Equipments 291.36 43.43 — 334.79 65.45 34.42 — 99.87 234.92 225.91
Vehicles 464.20 58.79 0.49 522.50 184.84 78.91 0.31 263.44 259.06 279.36
Computers 372.57 67.87 - 440.44 204.05 79.62 — 283.67 156.77 168.52
Leased Assets :
Plant & Machinery 168.51 — — 168.51 159.64 8.87 — 168.51 — 8.87
Office Equipments 111.97 — — 111.97 60.74 34.29 — 95.03 16.94 51.23
Computers 25.67 — — 25.67 19.83 5.84 — 25.67 — 5.84
Total 6,198.29 2,846.61 27.27 9,017.62 1,844.25 951.35 15.48 2,780.12 6,237.50 4,354.04
Previous Year 4,250.93 2,019.89 72.54 6,198.29 1,081.04 810.56 47.35 1,844.25 4,354.04 —
Note: Out of the depreciation provided in the current year, Rs. 0.31 lacs is included in capital work in progress.

58 - 59
(Rs. in Lacs)
As at As at
Particulars
31.03.2009 31.03.2008
Schedule "6" : Investments

(A) Long Term Investments
(a) Non Trade, Unquoted
(I) Investment in Subsidiaries
(i) Prozone Enterprises Private Limited 20,511.20 13,011.20
2,73,13,260 ( Previous Year 2,55,58,260) Equity Shares of
face value of Rs. 10 each fully paid up
(ii) Sporting & Outdoor Ad Agency Private Limited 132.61 132.61
4,18,102 Equity Shares of face value of Rs. 10 each fully paid up
(iii) Pronet Interactive Private Limited 10.00 10.00
(iv) Millenium Accessories Limited 2.55 2.55
25,500 Equity Shares of face value of Rs. 10 each fully paid up
(v) Oasis Fashion Limited 5.00 5.00
(vi) Probrand Enterprises Limited 10.00 10.00
(vii) Profab Fashions (India) Limited 5.00 5.00
(viii) Provogue Infrastructure Private Limited 1.00 —
10,000 (Previous Year Nil) Equity Shares of face value of
Rs. 10 each fully paid up
(ix) Flower, Plants & Fruits (India) Private Limited. 637.57 —
10,000 (Previous Year Nil) Equity Shares of face value of
Rs. 10 each fully paid up
(x) Provogue Holding Limited. —
1(Previous Year Nil) Ordinary Shares of Singapore USD 1 fully paid up Rs 44
II) Investments in Others

(i) Parkville Multiplex Cinema Private Limited 0.25 0.25
(ii) Indian Real Opportunity Venture Capital Fund 75.00 40.00
(Scheme: Milestone Domestic) 7,500 units (Previous Year 4,000
units) of face value of Rs. 100 each fully paid up
(III) Investment in Debentures
(i) Ajanta Infrastructure Limited 4,000.00 —
40,00,000 (Previous Year Nil) Optionally Fully Convertible
Debentures of Rs. 100 each
(ii) DSP Merrill Lynch Capital Limited 1,000.00 —
1,000 (Previous Year Nil) Non-Convertibly Debenture of
Rs. 1,00,000 each
(b) Non-Trade, Quoted
Andhra Bank 4.06 4.06
4,505 Equity Shares of face value of Rs. 10 Each fully paid up
(B) Current Investments
(a) Investments in Mutual Funds (Refer Annexure "B")
Liquid Funds 6,021.09 1,000.18
(b) Investments in Bonds (Refer Annexure "C") 2,223.88 —
34,639.20 14,220.85
OVO G
(Rs. in Lacs)
As at As at
Particulars
31.03.2009 31.03.2008
Note:
Market Value of Quoted Investments 2.03 3.43
Aggregate Value of Quoted Investments 4.06 4.06
Aggregate Value of Unquoted Investments 34,635.14 14,216.79
Schedule "7" : Inventories
(As taken, valued & certified by the Management)
Finished Goods 10,599.20 9,304.44
Raw Materials 7,930.20 5,440.89
Accessories & Packing Materials 116.55 129.30
Work-in-Process 279.04 473.05
Publicity Materials 13.79 19.15
18,938.78 15,366.83
Schedule "8" : Sundry Debtors
(Unsecured)
(a) Debts due for more than six months
Considered Good 1,336.28 840.63
Considered Doubtful 47.22 38.15
1,383.50 878.78
Less : Provision for Doubtful Debts 47.22 38.15
1,336.28 840.63
(b) Other Debts (Considered Good) 7,792.50 6,547.43
9,128.78 7,388.06
Schedule "9" : Cash & Bank Balances
Cash on Hand 34.64 19.80
Balance with Scheduled Banks
i) In Current Accounts 450.98 2,431.05
ii) In Fixed Deposit Accounts 832.70 242.67
1,318.32 2,693.52
Schedule "10" : Loans & Advances
(Unsecured, Considered Good)
Loan to Subsidiaries 357.20 335.23
Loan to Others (Note 3 (iii), Schedule 19) 12,763.93 5,009.14
Advance Against Property 912.50 483.66
Advance recoverable in cash or in kind or for value to be received 2,500.34 1,480.77
Share Application Money (Note 8, Schedule 19) 48.45 800.00
Deposits 1,271.24 1,151.10
Advance Tax & TDS (Net) 62.90 —
17,916.56 9,259.90
Schedule "11" : Current Liabilties & Provisions
Current Liabilities
Sundry Creditors
Due to Micro, Small & Medium Enterprises (Note 20, Schedule 19) 106.49 —
Due to Others 4,266.76 5,551.10
Other Liabilities 466.25 502.22
Provisions
Provision For Tax (Net) — 82.05
Provision for Gratuity 11.37 7.61
Provision for Leave Encashment 33.99 40.20
Provision for Corporate Dividend Tax 59.35 67.96
5,293.43 6,650.97

SCHEDULES TO PROFIT & LOSS ACCOUNT
(Rs. in Lacs)
Particulars
31.03.2009 31.03.2008
Schedule "12" : Operational Income

Sales 34,695.82 32,867.01
Export Benefits & Incentives 841.94 601.90
Gain on Foreign Exchange Fluctuations (Net) 296.33 41.56
Other Operating Income 138.57 145.45
35,972.66 33,655.92
Schedule "13" : Other Income

Dividends 594.18 249.11
Profit on Sale of Investments 308.60 46.74
Interest Income ( TDS Rs. 392.25 Lacs, Previous Year Rs. 109.89 Lacs) 1,666.08 497.68
Profit on Sale of Fixed Assets — 1.41
Miscellaneous Income 57.12 118.37
2,625.98 913.31
Schedule "14" : Increase/(Decrease) in Stocks

Finished Goods
Closing Stocks 10,599.20 9,304.44
Less: Opening Stocks 9,304.44 5,881.73
1,294.76 3,422.71
Work in Process
Closing Stocks 279.04 473.05
Less: Opening Stocks 473.05 662.60
(194.01) (189.55)
1,100.75 3,233.16
Schedule "15" : Cost of Raw Materials Consumed/Goods Sold

Raw Materials
Opening Stocks 5,440.89 3,567.90
Add : Purchases 23,532.87 22,705.10
28,973.76 26,273.00
Less : Closing Stocks 7,930.20 5,440.89
21,043.56 20,832.11
Accessories & Packing Materials
Opening Stocks 129.30 90.45
Add : Purchases 488.38 635.43
617.68 725.88
Less : Closing Stocks 116.55 129.30
501.13 596.58
21,544.69 21,428.69
Schedule "16" : Personnel Expenses

Salaries, Wages & Bonus 1,376.12 1,247.12
Contribution to PF & Other Funds 62.07 46.84
Workmen & Staff Welfare 84.33 62.94
1,522.52 1,356.90
Schedule "17" : Manufacturing & Other Expenses

Processing Charges 2,002.98 1,651.92
Power & Fuel 25.53 21.37
Repairs & Maintenance
- Building 2.27 1.42
- Plant and Machinery 15.79 13.07
- Others 412.80 337.47
Rent ( Net) (Note 14, Schedule 19) 2,122.21 1,682.69
Rates & Taxes 60.96 74.69
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SCHEDULES TO PROFIT & LOSS ACCOUNT
(Rs. in Lacs)
Particulars
31.03.2009 31.03.2008
Insurance 46.12 62.37

Travelling & Conveyance 301.66 277.29
Communication Costs 132.75 118.16
Printing & Stationery 47.64 30.72
Electricity Charges 418.38 338.94
Legal & Professional Fees 291.01 313.58
Directors' Remuneration 119.54 168.62
Auditors Remuneration 42.48 41.50
Commission 621.03 628.26
Advertisement & Sales Promotion Expenses 1,600.95 1,653.53
Customer Relationship Expenses 69.07 80.16
Studio Expenses 188.43 398.88
Transportation, Freight & Handling Charges 759.66 602.33
Sales Tax / VAT 694.40 582.43
Share of Loss from Partnership Firm — 38.98
Miscellaneous Expenses 126.75 115.97
10,153.83 9,287.45
Schedule "18" : Interest & Financial Charges

Interest on Fixed Loans 832.01 822.50
Interest on Other Loans 493.04 538.25
Lease Charges 4.65 12.18
Bank Charges 167.35 269.35
1,497.05 1,642.28
SCHEDULES FORMING PART OF ACCOUNTS

MARCH 31, 2009
Schedule “19”: Significant Accounting Policies & Notes on Accounts
I. SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Accounting:
a) The Financial Statements have been prepared in compliance with the Accounting Standards notified by
Companies (Accounting Standard) Rules 2006 and the relevant provisions of the Companies Act, 1956 in
all material aspects.
b) Financial Statements are based on historical cost convention and are prepared on accrual basis
2. Revenue Recognition:
i. Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or
collection.
ii. Revenue in respect of export sales is recognised on shipment of products.
iii. Interest is recognised on a time proportion basis taking in to account the amount outstanding and the
rate applicable.
iv. Dividend income is recognised on actual realisation.
3. Fixed Assets:
Fixed Assets are stated at actual cost less accumulated depreciation. Cost comprises the purchase price and
any attributable cost of bringing the asset to its working condition for its intended use.
4. Impairment of Fixed Assets:

At the end of each year, the Company determines whether a provision should be made for impairment loss on

MARCH 31, 2009
fixed assets by considering the indication that an impairment loss may have occurred in accordance with
Accounting Standard 28 on “Impairment of Assets”. Where the recoverable amount of any fixed assets is
lower than its carrying amount, a provision for impairment loss on fixed assets is made for the difference.
5. Depreciation:
i) Depreciation on all Fixed Assets, except Furniture and Fixtures at Studios, is provided on 'Written Down
Value Method' at the rates and in the manner prescribed in the Schedule XIV of the Companies Act, 1956.
ii) Depreciation on Furniture and Fixtures at Studios is amortized equally over a period of six years from the
date of capitalisation.
iii) Fixed assets acquired on lease basis are amortised over the period of the lease term.
6. Inventories:
Inventories are valued as follows:
i) Finished Goods are valued at lower of cost or net realisable value. (*)
ii) Raw Materials are valued at lower of cost or net realisable value.(**)
iii) Work-in-Process are valued at lower of cost or net realisable value. (*)
iv) Accessories and Packing Materials are valued at lower of cost or net realisable value.
v) Publicity Materials are valued at cost.
(*) Cost is arrived at on full absorption basis as per Accounting Standard - 2 “Valuation of Inventories.
(**) Cost is arrived at on weighted average cost method.
7. Investments:
Investments that is intended to be held for more than a year from the date of acquisition are classified as
long term investments and are carried at cost less any provision for permanent diminution in value.
Investments other than long term investments being current investments are valued at cost or fair market
value whichever is lower.
8. Miscellaneous Expenditure:
i) Preliminary expenses are amortised in the year in which they are incurred.
ii) Expenses on preferential issue of shares/warrants are written off against the securities premium
received.
9. Employee Benefits:
i) Company's contribution to Provident Fund and other Funds for the year is accounted on accrual basis and
charged to the Profit & Loss Account for the year.
ii) Liability for leave encashment benefits has been provided on accrual basis.
iii) Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are
provided on the basis of the actuarial valuation, using the projected unit credit method as at the date of
the Balance Sheet.
10. Provisions and Contingent Liabilities:

The Company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the
obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, requires an outflow of resources. Where there is a possible
obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or
disclosure is made.
11. Use of Estimates:

The preparation of financial statements in conformity with Generally Accepted Accounting Principles
requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities on the financial statements and the reported amounts of revenues and
expenses during the reporting period.
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MARCH 31, 2009
Difference between actual results and estimates are recognized in the periods in which the results are
known/ materialize.
12. Foreign Currency Transactions:

i) The transactions in foreign currencies on revenue accounts are stated at the rate of exchange prevailing
on the date of transactions.
ii) The difference on account of fluctuation in the rate of exchange, prevailing on the date of transaction
and the date of realisation is charged to the Profit & Loss Account.
iii) Differences on translation of current assets and current liabilities remaining unsettled at the year-end
are recognised in the Profit and Loss Account.
iv) The premium in respect of forward exchange contract is amortised over the life of the contract. The net
gain or loss on account of any exchange difference, cancellation or renewal of such forward exchange
contracts is recognised in the Profit & Loss Account.
13. Accounting for Taxation of Income :

Current Taxes
Provision for current income-tax is recognized in accordance with the provisions of Indian Income- tax Act,
1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions.
Deferred Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to timing
differences that result between the profits offered for income taxes and the profits as per the financial
statements. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that have
been enacted or substantially enacted at the Balance Sheet date. Deferred tax assets are recognized only to
the extent there is reasonable certainty that the assets can be realized in the future. Deferred tax assets are
reviewed as at each Balance Sheet date.
Fringe Benefits Tax

Provisions for Fringe Benefits Tax (FBT) have been made in accordance with the applicable income tax laws
prevailing for the relevant assessment years.
II. NOTES TO ACCOUNTS

1. Contingent Liabilities not provided for :
i) Letter of Credit outstanding Rs. Nil. (Previous Year Rs.3.71 Lacs)
ii) Guarantee given by Banks on behalf of the Company Rs. 58.95 lacs. (Previous Year Rs. 59.30 Lacs)
iii) Estimated amount of contracts remaining to be executed on capital account Rs. 1987.50 Lacs. (Previous
Year Rs.631.25 Lacs) (Net of advances).
iv) Sales Tax Liability contested in appeal Rs.2.10 Lacs (Previous Year Rs. 2.10 Lacs )
v) Stamp duty liability not acknowledged as debt Rs.10 Lacs. (Previous Year Rs. Nil)
2. As at 31st March 2009, the Company has unutilised service tax input credit of Rs.196.61 Lacs (Previous Year
Rs. 196.81 Lacs). The above credit shall be utilised against the taxable service provided by the Company
in future.
3. i) In the opinion of the Board the Current Assets, Loans & Advances are approximately of the value stated
and are realisable in the ordinary course of business except for those which are considered doubtful and
provided for. The provisions for all known liabilities are adequate and not in excess of the amount
reasonably necessary.
ii) In respect of balance confirmations sought by the Company from Sundry Debtors, Sundry Creditors and
Loans and Advances, some parties to have responded to the request. As such balances in the accounts of
Sundry Debtors, Sundry Creditors, Loans and Advances are taken as appearing in the books of accounts

MARCH 31, 2009
and are subject to confirmation and reconciliation, if any. Consequential revenue impact, presently not
ascertainable, will be considered as and when determined.
iii) "Loan to Others" under the Schedule" Loans & Advance" includes loans to various parties amounting to
Rs. 12,763.93 Lacs (Previous Year. Rs. 5,009.14 Lacs) out of unutilised surplus funds from the prefential
issue of equity shares/warrants. Interest income amounting to Rs. 1,650.93 Lacs (Previous Year
Rs. 464.09 Lacs) has been earned from such loans in view of the management the amount as reflected is
fully realisable and hence considered good.
4. Sales are inclusive of sales tax and are stated net of discounts, returns and rebates.
5. Purchases are stated net of discounts, returns, VAT and rate differences.
6. Prior Period Items:

Prior Period Items of Rs. 4.02 Lacs (Previous Year Rs 16.30 Lacs) includes prior period expenses of Rs 3.18 Lacs
(Previous Year Rs 20.90 Lacs) and prior period income of Rs 7.20 Lacs (Previous Year Rs.4.60 Lacs).
7. Secured Loans:
i) Term Loans from Banks:
Rs.660.25 Lacs** (Previous Year Rs. 178.80 Lacs) Secured by hypothecation of stock and book debts and
personal guarantee of promoter directors.
Rs.18.37 Lacs (Previous Year Rs.41.14 Lacs) Secured by specified assets.
Rs.4,652.82 Lacs (Previous Year Rs. 6,101.32 Lacs) Secured by first charge on Credit Card Receivable
Escrow account.
The loans are further secured by pledge of listed shares held by promoter group and personal guarantee
of promoter directors.
ii) Working Capital Loans from Banks:
a) Cash Credit Loan**:
Rs.7,086.78 Lacs (Previous Year Rs. 5,319.10 Lacs) - Secured by hypothecation of stocks and book debts
and the personal guarantee of promoter directors.
b) Packing Credit Loan and Foreign Bills Purchased:
Rs.1,199.58 Lacs (Previous Year Rs. 1,477.66 Lacs) Secured by hypothecation of stocks and book debts
of export division and the personal guarantee of promoter directors.
c) Short Term Loan
Rs.753.64 Lacs (Previous Year Rs. Nil) Secured by pledge of fixed deposit receipts and personal
guarantee of promoter directors.
iii) Hire Purchase Loans:
Rs.131.05 Lacs (Previous Year Rs. 194.77 lacs) Secured by specific assets financed (Vehicles)
**Term Loans and Cash Credit Loans are further collaterally secured by equitable mortgage of office
and factory premises of the Company.
8. Share Application Money denotes Rs. 48.45 Lacs (Previous Year Rs.800.00 Lacs) given to the subsidiaries of
the company.
9. The Company has acquired the business of M/s Acme Advertising, a Partnership Firm, w.e.f 1st April 2008 as a
going concern vide deed of assignment of even date, in which a director and a relative of a director are partners.
In accordance with the said agreement:

i) All the assets and liabilities of the erstwhile firm stands transferred and vested in the Company at their
respective book value except balance payable to the erstwhile firm which gets nullified.
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MARCH 31, 2009
ii) Balance of Partners Capital Account are considered as unsecured loans in the Company.
iii) Pending completion of the formalities of transfer of titles of assets and liabilities acquired, such assets
and liabilities are included in the books of the Company under the name of the erstwhile firm.
10. During the year the Company has acquired 100% Equity of Flowers, Plants & Fruits Private Limited & Provogue
Infrastructure Private Limited and there by they have become wholly owned subsidiaries of the Company.
11. Sundry Debtors includes Rs. 40.11 Lacs (Previous Year Nil) due from a subsidiary Company.
12. Sundry Creditors includes Rs. 188.23 Lacs (Previous Year Nil) due to subsidiary Companies.
13. During the year, the Company has initiated the process of detailed reconciling of its accounts with some of its
valued customers/parties. The reconciliation exercise is still in process. However as a matter of prudence
Rs. 47.22 Lacs out of Rs 314.80 Lacs receivable from these parties being outstanding for more than six months
has been considered doubtful and fully provided for.
14. Rent reflected is net of rent received Rs 152.07 Lacs (Previous Year Rs. 29.42 Lacs).
15. Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in
the annual accounts of the Company pursuant to clause 32 of listing agreement is as under:
a) Details of Loans to Subsidiaries:

(Rs. in Lacs)
31st March 2009 31st March 2008
Name of the Subsidiary Amount Maximum Amount Maximum
Amount Amount
Prozone Enterprises Private Limited 70.28 918.99 10.16 6196.41
Sporting and Outdoor Ad Agency Private Limited 279.41 358.69 324.91 548.27
Pronet Interactive Private Limited 0.18 0.18 0.14 0.14
Empire Mall Private Limited Nil 0.02 0.02 1537.03
Millennium Accessories Private Limited 2.90 2.90 Nil Nil
Provogue Holding Limited - (Singapore) 4.44 4.44 Nil Nil
b) Details of Investments in Subsidiaries:
Name of the Subsidiary No. of Shares

Prozone Enterprises Private Limited 2,73,13,260
Sporting and Outdoor Ad Agency Private Limited 4,18,102
Pronet Interactive Private Limited 1,00,002
Probrand Enterprises Limited 1,00,000
Profab Fashions (India) Limited 50,000
Provogue Infrastructure Private Limited 10,000
Oasis Fashion Limited 50,000
Millennium Accessories Limited 25,500

MARCH 31, 2009
(Rs. in Lacs)
Name of the Subsidiary No. of Shares
Flowers, Plants & Fruits (India) Private Limited 10,000

Provogue Holding Limited (Singapore) 1
Investments through Prozone Enterprises Private Limited
Faridabad Festival City Private Limited (Formerly known as
Ahmedabad Festival City Private Limited) 10,000
Alliance Mall Developers Co Private Limited 10,000
Castle Mall Private Limited 10,000
Jaipur Festival City Private Limited 10,000
Meerut Festival City Private Limited (Formerly known as Ranchi Festival City Private Limited) 10,000
Standard Mall Private Limited 10,000
Royal Mall Private Limited 10,000
Prozone Liberty International Limited (Singapore) 3,22,12,898
Investments through Prozone Liberty International Limited (Singapore)
Prozone International Limited (Singapore) 2,64,92,145
Prozone Overseas Pte Limited (Singapore) 1
Investments through Prozone International Limited (Singapore)
Empire Mall Private Limited 2,53,88,000
Omni Infrastructure Private Limited 24,000
Hagwood Commercial Developers Private Limited 94,80,235
16. Other Liabilities include Unclaimed Dividends amounting to Rs.1.05 lacs (Previous year Rs. 0.86 lacs).
17. Directors' Remuneration: (Rs. in Lacs)
Particular 31st March 2009 31st March 2008
Remuneration 119.26 168.34
Contribution to Provident fund and other funds 0.56 0.56
Perquisites 24.75 23.10
Total 144.57 192.00
18. Auditor's Remuneration inclusive of service tax: (Rs. in Lacs)

Particular 31st March 2009 31st March 2008
Audit Fees 21.51 19.10
Tax Audit Fees 2.76 2.25
Income Tax Matters 18.14 16.00
Other Services 0.07 4.15
Total 42.48 41.50
19. Additional Information Pursuant to the Provisions of Part II of Schedule VI of the Companies Act 1956
i) Quantitative Information:
a) Installed Capacity Not Applicable
b) Purchases / Production, Consumption / Sales / Stocks: As per Annexure “A” Attached
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MARCH 31, 2009
ii) Value of Imported and Indigenous Raw Materials consumed during the year: (Rs. in Lacs)
Description 31st March 2009 31st March 2008
In % In Rs. In % In Rs.
Imported 4.22 488.82 2.18 215.15
Indigenous 95.78 11106.41 97.82 9659.75
Total 100.00 11,595.23 100.00 9874.90
iii) C.I.F. Value of Imports, Expenditure and Earnings in Foreign Exchange (Rs. in Lacs)
Particulars 31st March 2009 31st March 2008
C.I.F. Value of Imports
Capital Goods 56.39 Nil
Raw Materials 279.20 418.74
Trading Goods 526.39 403.77
Expenditure in Foreign Exchange
Travelling Expenses 78.52 36.37
Commission 6.77 Nil
Professional Fees 46.90 Nil
Interest on Foreign Currency Loans 162.01 318.49
Earnings in Foreign Exchange
Export Sales - FOB 10,639.41 8,023.05
iv) Remittance in foreign currency on account of dividends: (Rs. in Lacs)

Year to which the dividend relates 2007-08 2006-07
Number of non-resident shareholders
to whom remittances were made 109 115
Number of shares on which remittances
were made (of Face Value Rs.10) 79,04,829 47,66,382
Dividend amount (Rs. In lacs) 138.33 71.50
20 Amounts due to Micro, Small and Medium Enterprises:

As per the requirement of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
following information are been disclosed. This information takes into account only those suppliers who have
responded to the enquiries made by the Company for this purpose (Rs. in Lacs)
Sr.No Particulars Amount
i) a) Principal amount remaining unpaid to any supplier at the
end of the accounting year included in Sundry Creditors. 84.51
b) Interest due on above 1.18
ii) Amount of interest paid by the buyer in term of Section 16 of the Act NIL
iii) Amount of the payment made to the supplier beyond
the appointed day during the accounting year. 218.65
iv) Amount of interest accrued and remaining unpaid at
the end of financial year 21.98
v) Amount of interest due and payable for the period of delay
in making payment (which have been paid but beyond
the due date during the year) but without adding the interest
specified under this Act. 20.80

MARCH 31, 2009
Previous year figures are not disclosed since the necessary evidence is not in the possession of the Company.
21. The Company is in process of setting a manufacturing unit at Baddi in the State of Uttaranchal to
manufacture garments. The expenditure incurred on the said unit during the year is classified as “Pre
Operative Expenditure” pending Capitalisation and included in Capital Work in progress and will be
apportioned to the assets on the completion of the unit. Necessary details as per Part II of Schedule VI of the
Companies Act, 1956 have been disclosed below:
(Rs. in Lacs)
Particulars Year Ended
31.03.2009
Opening Balance Nil
Staff Welfare 0.28
Repairs & Maintenance 1.10
Rent 1.43
Rates & Taxes 3.00
Travelling & Conveyance 1.66
Communication 0.24
Printing & Stationery 0.42
Electricity Expenses 1.64
Professional Fees 2.28
Transportation, Freight & Handling Charges 0.25
Miscellaneous Expenses 1.79
Depreciation 0.31
Total 14.40
22. Employees Defined Benefits:

Defined Benefit Plans As per Actuarial Valuation on 31st March 2009. (Rs. in Lacs)
Particulars 31st March 31st March
2009 2008
a) i) Present value of obligation
As at 1 April 2008 19.92 11.52
Service Cost 11.21 7.03
Interest Cost 1.59 0.81
Actuarial loss on obligation 0.25 0.56
Benefits paid (0.85) -
As at 31 March 2009 32.12 19.92
Less:
ii) Fair Value of Plan Assets
As at 1 April 2008 12.32 -
Expected Return on Plan Assets less Loss on Investments 0.86 -
Actuarial Gain / (Loss) on Plan Assets 0.83 0.80
Employers' Contribution 7.60 11.52
Expected Return on Plan Assets less Loss on Investments 20.76 12.32
Amount recognized in Balance Sheet 11.36 7.60
b) Expenses during the year
Expected Return on Plan Assets (0.86) -
Actuarial (Gain) / Loss (0.58) (0.24)
Total 11.36 7.60
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MARCH 31, 2009
(Rs. in Lacs)
Particulars 31st March 31st March
2009 2008
c) Actual Returns on Plan Assets 1.69 0.80
d) Break up of Plan Assets as a percentage of total Plan Assets
(Percentage or Value)
Insurer Managed Funds 100% 100%
e) Principal actuarial assumptions
Rate of Discounting 7.00% 8.00%
Expected Return on Plan Assets 7.00% 8.00%
Rate of increase in Salaries 4.00% 5.00%
23. Earning Per Share:

In accordance with Accounting Standard 20- Earning Per Share, the computation of earning per share is
set below:
Sr. No. Particulars 31st March 31st March

2009 2008
i) Weighted average number of Equity Shares

of Rs. 2 each (Previous Year Rs 10 each )
a) Number of shares at the beginning of the year
of Rs 2 each (Previous Year Rs 10 each ) 99,988,040 19,097,608
b) Number of shares at the end of the period
of Rs 2 each (Previous Year Rs 10 each) 116,406,705 19,997,608
c) Weighted average number of shares outstanding
during the year of Rs 2 each (Previous Year Rs 10 each) 113,422,529 19,105,005
ii) Net Profit after tax available for equity shareholders (Rs. In lacs) 2,941.83 2,596.74
iii) Basic Earning Per Share (In Rs.) 2.59 13.59
iv) Diluted Earning Per Share (In Rs.) 2.59 13.59
Note:
The Company does not have any dilutive potential equity shares. Consequently the basic and diluted earning
per share of the Company remains the same.
24. Taxation:
i) Provision for taxation for the year has been made in accordance with the provisions of the Income Tax
Act, 1961.
ii) In terms of Accounting Standard 22 on “Accounting for Taxes on Income”, the Company has recognised
Deferred Tax Assets amounting to Rs.70.16 Lacs for the year ended 31st March 2009 in the Profit & Loss
Account.
The accumulated balance in Net Deferred Tax Liability / (Assets) comprises of: (Rs. in Lacs)
Depreciation (134.94) (85.63)

Provision for Doubtful Debts (16.05) (12.97)
Provision for Bonus (7.28) (7.93)
Provision for Gratuity (10.92) (6.50)
Provision for Leave Encashment (11.55) (13.66)
Tax Disallowances (26.91) (10.80)
Deferred Tax Liability / (Assets) (207.65) (137.49)

MARCH 31, 2009
25. In accordance with Accounting Standard 19: “Leases”, the assets acquired on Finance Lease on or after April
1, 2001 are capitalized and a liability is recognised for an equivalent amount. Consequently depreciation is
provided on such leases. Lease rentals paid are allocated to the liability and the interest charged to Profit &
Loss Account.
The minimum lease rentals payable as at 31st March, 2009 are as follows: (Rs. in Lacs)
Minimum Lease Payment
Not later than one year 18.67 27.35
Later than one year but not later than five years — 16.83
Total 18.67 44.18
Less: Future Finance Charges 0.30 3.04
Present Value of Minimum Lease Payment 18.37 41.14
Present value of Minimum Lease Payment: (Rs. in Lacs)

Present value of Minimum Lease Payment
Later than one year but not later than five years - 16.53
Total 18.37 41.14
26. Segmental Information:
i) Primary (Business) Segment:

In accordance with the requirements of Accounting Standard 17 “Segment Reporting”, the Company's
business consists of one reportable business segment i.e., “Manufacturing & Trading of Textile
Products”, hence no separate disclosures pertaining to attributable Revenues, Profits, Assets,
Liabilities, Capital Employed are given.
ii) Secondary (Geographical) Segment:

Secondary segment reporting is on the basis of geographical location of the customers. The operations of
the Company comprises local sales and export sales. The management views the Indian market and
Export market as distinct geographical segments. The following is the distribution of the Company's
sales by geographical markets:
(Rs. in Lacs)
Sales 31st March 2009 31st March 2008
India 23,762.18 24,548.53
Export 10,933.64 8,318.48
Total 34,695.82 32,867.01
The following is the carrying amount of segment assets and additions to fixed assets by geographical area in
which the assets are located:
(Rs. in Lacs)
Carrying Amount of Segment Assets 31st March 2009 31st March 2008
India 80,224.14 43,573.92
Outside India* 4,072.53 3,235.75
Total 84,296.67 46,809.67
*Carrying amount of segment assets outside India represents receivables from export sales.
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MARCH 31, 2009
27. Related Party Disclosures:

As required under Accounting Standard 18 “Related Party Disclosure”, following are the details of
transactions during the year with the related parties of the Company as defined in AS 18:
i) For the year ended 31st March, 2009
a) Key Management Personnel
Mr. Nikhil Chaturvedi Director

Mr. Akhil Chaturvedi Director
Mr. Salil Chaturvedi Director
Mr. Deep Gupta Director
Mr. Nigam Patel Director
Mr. Rakesh Rawat Director
b) Relative of Director and Name of the enterprises having same Key Management Personnel and
/ or their relatives as the reporting enterprise with whom the Company has entered into
transactions during the year.
n Mrs. Shital Chaturvedi

n Floro Mercantile Private Limited
n Topspeed Trading Company Private Limited
n Appearance International
n Acme Exports
n Everest Plaza Private Limited
n Flower Plants & Fruits (India) Private Limited (upto 4-2-2009)
c) Subsidiary Companies with whom the Company has entered in to transactions during the year.
n Prozone Enterprises Private Limited

n Sporting and Outdoor Ad Agency Private Limited
n Pronet Interactive Private limited
n Probrand Enterprises Limited
n Profab Fashions (India) Limited
n Oasis Fashions Limited
n Millennium Accessories Limited
n Empire Mall Private Limited
n Omni Infrastructure Private Limited
n Flowers Plant & Fruits (India) Private Limited (from 5-2-2009)
n Provogue Holding Limited (Singapore)
d) Joint Venturer & Co- Venturer.
n Ajanta Infrastructure Limited

(Rs. in Lacs)
In relation In relation In relation In relation
Nature of Transactions to (a) above to (b) above to (c) above to (d) above
Purchases Nil Nil 87.30 Nil
Rent Paid Nil 50.38 4.00 Nil
Advertisement Expenses Nil Nil 67.27 Nil
Directors Remuneration 119.54 Nil Nil Nil
Rent Received Nil Nil 60.00 Nil
Unsecured Loans Taken 29.58 19.83 1494.27 Nil
Interest Paid on Unsecured Loans Nil 7.11 Nil Nil
Repayment of Loans Taken 25.07 18.39 1494.27 Nil
Loans Granted Nil Nil 1173.67 4,000

MARCH 31, 2009
(Rs. in Lacs)
In relation In relation In relation In relation
Nature of Transactions to (a) above to (b) above to (c) above to (d) above
Loans Received Back Nil Nil 1,189.45 4,000
Interest Received on Loans Granted Nil Nil 37.74 376.28
Advance against Purchases Nil Nil 25.00 Nil
Equity Contribution 1,624.99 Nil Nil Nil
Contribution towards Share Warrants Nil 1,469.60 Nil Nil
Investment in Shares Nil Nil 7,500.00 Nil
Investment in Debentures Nil Nil Nil 4,000
Share Application Money Given Nil Nil 48.45 Nil
Purchase of Shares 319.78 318.78 Nil Nil
Amount outstanding as on 31st March 2009
Sundry Creditors Nil 2.39 188.23 Nil
Other Liabilities 11.43 Nil 25.00 Nil
Loans Payable 4.51 53.05 Nil Nil
Loan Receivable Nil Nil 357.21 Nil
Sundry Debtors Nil Nil 40.11 Nil
Investments Nil Nil 20,676.36 4,000
ii) For the year ended 31st March, 2008
a) Key Management Personnel

b) Name of the enterprises having same Key Management Personnel and/or their relatives as the
reporting enterprise with whom the Company has entered into transactions during the year.
n Floro Mercantile Private Limited

n Flowers Plant & Fruits (India) Private Limited
n Topspeed Trading Company Private Limited
n Acme Advertising
n Appearance International
n Acme Exports
n Acme Hotels & Hospitality Private Limited
c) Subsidiary Companies with whom the Company has entered in to transactions during the year.
n Prozone Enterprises Private Limited

n Sporting and Outdoor Ad Agency Private Limited
n Pronet Interactive Private limited
n Probrand Enterprises Limited
n Profab Fashions (India) Limited
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MARCH 31, 2009
n Oasis Fashions Limited

n Millennium Accessories Limited
n Empire Mall Private Limited
n Omni Infrastructure Private Limited
(Rs. in Lacs)
In relation In relation In relation
Nature of Transactions to (a) above to (b) above to (c) above
Purchases Nil 164.14 Nil
Rent Paid Nil 44.01 Nil
Advertisement Expenses Nil 507.09 53.60
Directors Remuneration 192.00 Nil Nil
Unsecured Loans Taken Nil 4.50 Nil
Interest Given on Unsecured Loan Nil 3.49 Nil
Repayment of Loans Taken Nil 0.08 Nil
Loans Granted Nil Nil 10,808.52
Loans Received Back Nil Nil 10,694.21
Interest Received on Loans Granted Nil Nil 86.04
Receivables Written off Nil 9.73 Nil
Equity Contribution 3,513.38 Nil Nil
Investment in Shares Nil Nil 11,213.25
Share Application Money Given Nil Nil 800.00
Purchase of Shares 0.50 Nil Nil
Amount outstanding as on 31st March 2008
Sundry Creditors Nil 46.26 Nil
Other Liabilities 19.97 Nil Nil
Loans Payable Nil 44.50 Nil
Loan Receivable Nil 8.14 335.23
Investments Nil Nil 13,176.36
Share Application Money Nil Nil 800.00
Note: Related Parties are as disclosed by the Management and relied upon by the Auditors.
28. The details of purchases, sales and closing stock of investments in Mutual Funds and Bonds during the year
are given in Annexure “B” & “C”.
29. During the year the Authorized Share Capital of the Company has been increased to Rs 3,300 Lacs divided into
3,30,00,000 Equity Shares of Rs 10 each vide Resolution passed at the EOGM held on 8th May 2008.
Subsequently, 1 Equity Share of the face value of Rs.10 each has been sub-divided into 5 Equity Shares of face
value of Rs 2 each at the Annual General Meeting held on 15th September 2008. Thereby the Authorized
Capital is now divided into 16,50,00,000 Equity Shares of Rs.2 each.
30. The Company had raised Rs. 6074.10 Lacs through a public issue of Equity Shares during the year 2005-06 and
the same is deployed in expansion of branded stores, expansion garment manufacturing facility and product
design and development centre, working capital requirements and meeting IPO expenses.
31. During the year 2006-07, the Company had made a preferential issue of 29,00,000 Equity Shares of Rs.10
each and 18,00,000 Convertible Warrants at a premium of Rs 440 per Share/ Warrants in accordance with
SEBI guidelines.

MARCH 31, 2009
The Company had received 10% upfront money of Rs. 810 Lacs on 18,00,000 Convertible Warrants. Out of
these 9,00,000 Warrant and 4,33,733 Warrants were converted into Equity Shares in 2007-08 and 2008-09
respectively. Balance 4,66,267 warrants were not converted into Equity Shares on non-exercise of option
before the due dates and accordingly, the upfront subscription amount of Rs. 209.82 Lacs on issue of these
warrants have been forfeited during the current year and credited to Capital Reserve Account.
Out of the above receipt of Rs 19,261.62 Lacs, the Company has utilized an amount of Rs 12,861.54 Lacs, for
investment in retail expansion, subsidiaries, meeting working capital requirement and for general corporate
purpose. Pending utilization as at March 31, 2009, the balance funds of Rs 6,400.08 Lacs, has been invested
in Mutual Funds, Bonds, Other Loans and in Fixed Deposits/ Current Account with Banks
32. The Company has, during the year, made a preferential issue of 28,50,000 Equity Shares of Rs.10 each and
14,84,000 Convertible Warrants at a premium of Rs 1,090 per Share / Warrant in accordance with SEBI
guidelines (Prior to the sub division of the face value of Equity Shares of the Company). The Company has
received an amount aggregating to Rs.31,350 Lacs against allotment of Equity Shares and Rs. 1,632.40 Lacs
as 10% upfront money against allotment of convertible warrants. The Company has partially utilized an
amount of Rs. 12,522.81 Lacs out of the above proceeds for investment in its subsidary, retail expansion,
meeting working capital requirements and for general corporate purposes. Pending utilization as at March
31, 2009 the balance funds of Rs. 20,459.59 Lacs, has been invested in Mutual Funds, Other Loans and in
Fixed Deposits / Current Account with Banks.
33. Figures less than Rs. 500/- have been shown at actuals wherever statutory required to be disclosed since
figures stated have been rounded off to the nearest thousands.
34. Figures of the previous year have been regrouped, reclassified and/or rearranged wherever necessary.

Mem No. 44739

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ANNEXURE - 'A'
Quantitative Information (Note No. 19 (i) (b) Schedule No. 19)
Purchases/Production, Consumption/Sales/Stocks
a) Raw Materials (Figures in Lacs)

Particulars Qty Unit Current Year Previous Year
Quantity Amount (Rs.) Quantity Amount (Rs.)
Fabric In Mtrs. 479.75 11162.52 406.87 9,278.32
Accessories & Packing Materials — — 432.71 — 563.48
b) Finished Goods (Figures in Lacs)
Particulars Qty Unit Current Year Previous Year

Quantity Amount (Rs.) Quantity Amount (Rs.)
A. Opening Stocks
Garment/Fabric In Pcs. 23.33 8,745.76 15.55 5,625.20
Fabric In Mtrs. 4.28 65.19 2.13 39.37
Chemicals In Kgs 0.36 23.12 — —
Others — — 470.37 — 217.16
B. Purchases/Production*
Fabric In Mtrs. 492.16 5,129.34 447.77 6,855.36
Chemicals In Kgs 24.60 583.41 6.21 496.77
Others — — 1,675.98 — 1,464.32
C. Sales**
Fabric In Mtrs. 488.59 16,506.58 445.63 17,657.07
Chemicals In Kgs 24.85 741.64 5.85 564.44
Others — — 2,677.94 — 2,203.36
D. Closing Stocks
Fabric In Mtrs. 7.85 255.01 4.28 65.19
Chemicals In Kgs 0.11 11.93 0.36 23.12
Others — — 661.17 — 470.37
* Purchase Quantity includes Production Quantity Garments 13.22 Lacs pcs & Fabrics 459.15 Lacs meters
(Previous Year Garments 12.14 Lacs pcs & Fabrics 386.86 Lacs meters)
** Sales Quantity is inclusive of samples, free gifts, shortages etc.

Details of purchases / Sales / Closing Balance of Investments in Mutual Funds during the period 1st April 2008 to 31st March 2009 (Rs. in Lacs)
Opening Balance Purchase During Period Sold during Period Balance as on 31.03.09
Name of Mutual Fund Units Amount Units Amount Units Amount Units Amount
LIQUID FUNDS
Birla Cash Plus — — 173,749,973 17,409 162,769,720 16,309 10,980,253 1,100
OVO G
Birla Interval Income Monthly
Dividend Series -2 — — 11,971,888 1,197 11,971,888 1,197 —
Birla Interval Income Monthly
Dividend Series -1 — — 25,150,875 2,515 25,150,875 2,515 —
ANNEXURE - 'B'
Birla Short Term Fund — — 15,325,987 1,533 13,192,744 1,320 2,133,243 213
Birla Sun Life Income Plus — — 4,402,599 509 — — 4,402,599 509
Birla Sun Life Liquid Plus — — 7,436,786 1,197 7,436,786 1,201 — —
Birla Sun Life Liquid Plus — — 146,948,557 14,705 146,095,935 14,620 852,621 85
Birla Income Plus — — 263,089 30 263,089 30 — —
Birla Life Savings Fund — — 2,183,611 219 2,003,733 201 179,878 18
Birla Life Savings Fund — — 749,959 75 749,959 75 — —
ICICI Prudential Floating Rate Plan — — 19,177,977 1,918 19,177,977 1,918 — —
ICICI Prudential Income Plan — — 8,211,213 1,046 1,973,757 250 6,237,456 795
ICICI Prudential Liquid Plan — — 200,095,453 20,010 189,594,124 18,960 10,501,329 1,050
ICICI Prudential- Gilt Fund — — 7,786,707 1,000 7,786,707 1,046 — —
ICICI Prudential Income Plan — — 16,352,954 1,986 8,529,599 1,050 7,823,355 950
ICICI Flexible Income Plan — — 172,161,080 18,203 172,161,080 18,203 — —
LIC MF Liquid Fund 9,109,130.00 1,000 31,905 4 9,141,036 1,004 — —
Reliance Money Manager Fund — — 764,792 7,657 764,792 7,657 — —
Reliance Liquidity Fund — — 89,322,907 8,935 81,324,140 8,135 7,998,767 800
Mirae Asset Liquid Fund — — 355,415 3,557 355,415 3,557 — —
Mirae Asset Liquid Plus — — 359,305 3,598 359,305 3,575 — —
Tata Floter Fund — — 48,075,820 4,825 48,075,820 4,824 — —
Tata Liquid Fund — — 475,666 5,301 430,796 4,801 44,870 500
TOTAL LIQUID FUNDS 9,109,130.00 1,000 951,354,516 117,430 909,309,276 112,448 51,154,370 6,021
FIXED MATURITY FUNDS
ICICI Prudential Interval Fund IV — — 10,238,400 1,024 10,238,400 1,024 — —
Prudential ICICI Interval Plan V — — 19,153,900 1,915 19,153,900 1,915 — —
HSBC Interval Fund II — — 25,456,949 2,546 25,456,949 2,546 — —
S B N PP -FIIF -PLAN -A — — 35,691,733 3,570 35,691,733 3,569 — —
TOTAL FIXED MATURITY FUNDS — — 90,540,983 9,055 90,540,983 9,054 — —
TOTAL MUTUAL FUND INVESTMENTS 9,109,130 1,000 1,041,895,499 126,484 999,850,259 121,502 51,154,370 6,021
Details of purchases / Sales / Closing Balance of Investments in Mutual Funds during the period 1st April 2007 to 31st March 2008
LIQUID FUNDS
LIC MF Liquid Fund - Dividend Plan 2,756,061 303 20,100,042 2,207 13,746,973 1,509 9,109,130 1,000
Institutional Daily Dividend 44,972,794 4,497 155,920,717 15,592 200,893,511 20,090 — —
ICICI Prudential Liquid Plan — — 1,953,397 207 1,953,397 207 — —
UTI Liquid Cash Plan — — 102,719 1,047 102,719 1,047 — —
TOTAL LIQUID FUNDS 47,728,856 4,800 178,076,875 19,053 216,696,600 22,853 9,109,130 1,000
FIXED MATUIRITY FUNDS
Birla FTP - Series 7 - Dividend Payout 20,003,381 2,000 — — 20,003,381 2,000 — —
Birla FTP - Series 9 - Dividend Payout 20,000,000 2,000 — — 20,000,000 2,000 — —
Birla Cash Plus - Institutional Premium Growth — — 6,263,506 800 6,263,506 803 — —
UTI Fixed Maturity Plan 10,074,240 1,007 338,874 34 10,413,115 1,042 — —
TOTAL FIXED MATUIRITY FUNDS 50,077,622 5,007 6,602,380 834 56,680,002 5,844 — —
TOTAL MUTUAL FUND INVESTMENTS 97,806,477 9,807 184,679,255 19,887 273,376,602 28,698 9,109,130 1,000
ANNEXURE - 'C'
Details of purchases / Sales / Closing Balance of Bonds during the year 1st April 2008 to 31st March 2009
(Rs. in Lacs)
Balance as on
Opening Balance Purchase during Period Sold during Period 31.03.09
Face Value Units Amount Units Amount Units Amount Units Amount
India Infrastructure
Finance Company Limited 1,00,000 — — 1,725.00 1,726.75 — — 1,725.00 1,726.75
10.85% PNB Upper Tier II Bond 10,00,000 — — 200.00 1,986.19 200.00 2,234.13 — —
11.30% IDBI Bond 10,00,000 — — 197.00 2,230.89 197.00 2,244.84 — —
8.65% IRFC Bond 10,00,000 — - 170.00 1,717.32 170.00 1,725.34 — —
8.65% REC Bond 10,00,000 — — 51.00 497.13 — — 51.00 497.13
Total — — 2,343.00 8,158.28 567.00 6,204.31 1,776.00 2,223.88

MARCH 31, 2009
Balance Sheet Abstract and Company's General Business Profile

I. Registration Details
Registration No 1 1 - 1 1 1 9 2 4 State Code 1 1
Balance Sheet Date 3 1 0 3 2 0 0 9

Date Month Year
II. Capital Raised During the Year (Rs. in Thousands)
Public Issue N I L Rights Issue N I L
Bonus Issue N I L Private Placement/ 1 8 0 5 5 5

Promoters Contribution
(Including Premium & Warrants Issued)
Call Unpaid Received N I L
III. Position of Mobilisation and Deployment of Funds (Rs. in Thousands)
Total Liabilities 8 4 2 9 6 6 7 Total Assets 8 4 2 9 6 6 7
Sources of Funds Reserves and Surplus 6 4 9 7 0 4 1

Paid-up Capital 2 3 2 8 1 3
Share Warrants 1 6 3 2 4 0 Deferred Tax Liability N I L
Secured Loans 1 4 5 0 2 4 9 Unsecured Loans 8 6 3 2 4
Application of Funds
Net Fixed Assets 7 4 4 0 8 0 Investments 3 4 6 3 9 2 0
(Including CWIP)
Net Current Assets 4 2 0 0 9 0 2
Accumulated Losses N I L Deferred Tax Assets 2 0 7 6 5
IV. Performance of the Company (Rs. in Thousands)
Turnover and Income 3 9 6 9 9 3 9 Total Expenditure 3 5 6 6 9 1 4
+-Profit/Loss Before Tax 4 0 3 0 2 5 Profit/Loss After Tax 2 9 4 5 8 5

(Please tick appropriate box, +Profit, - for Loss)
Earning per Share in (Rs.) 2 . 5 9 Dividend % 1 5 . 0 0
V. Generic Principal Services of the Company(As Per Monetary Terms)

Item Code No. (ITC Code)
Product Description G A R M E N T S A C C E S S O R I E S E T C
Signatories to Schedule "1" to "20"

Mem No. 44739
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AUDITORS’ REPORT ON (CONSOLIDATED) FINANCIAL STATEMENTS
Auditor’s Report to the Board of Directors of Provogue (India) Limited on the Consolidated Financial Statements
of Provogue (India) Limited, its Subsidiaries and its interest in joint ventures through its subsidiaries.
We have audited the attached Consolidated Balance Sheet of Provogue (India) Limited (hereinafter referred as “the
Company”), the holding Company, its subsidiaries and its interest in joint ventures through its subsidiaries
(hereinafter collectively referred to as “the Group”) as at 31st March, 2009, the Consolidated Profit and Loss Account
and the Consolidated Cash Flow Statement for the year ended on that date prepared in accordance with the
accounting principles generally accepted in India. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audit.
1. We conducted our audit in accordance with generally accepted auditing standards in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are
prepared, in all material respects, in accordance with an identified financial reporting framework and are free of
material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and
disclosures in financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statements. We believe
that our audit provides a reasonable basis for our opinion.
2. We report that the consolidated financial statements have been prepared by the Company in accordance with the
requirements of Accounting Standard 21, “Consolidated Financial Statements” and Accounting Standard 27
“Financial Reporting of Interest in Joint Ventures” notified pursuant to the Companies (Accounting Standards)
Rules, 2006 and on basis of the separate audited financial statements of the Company , its subsidiaries and joint
ventures of its subsidiaries included in the Consolidated Financial Statements.
3. We did not audit the financial statements of four subsidiaries viz., Prozone Liberty International Limited, Prozone
International Limited, Provogue Holding Limited and Prozone Overseas Pte Ltd.( all incorporated in Singapore)
and joint venture of its Subsidiary viz., Emerald Buildhome Private Limited whose financial statements reflect
the Group share of total assets of Rs. 45,562.08 lacs as at 31st March 2009 and Group share of total revenue of Rs.
4,943.71 lacs and net cash inflow amounting to Rs. 3826.80 lacs for the year ended at that date, as considered in
the Consolidated Financial Statements.
These Financial Statements and other Financial Information’s of the subsidiaries and joint venture of its
Subsidiary have been audited by other auditors, whose reports have been furnished to us and our opinion, in so far
as it relates to the amounts included in respect of these subsidiaries and joint venture, is based solely on the
report of the other auditors.
4. On the basis of the information and explanations given to us and on the consideration of the separate audit
reports on individual audited financial statements of the Company, its subsidiaries and joint ventures of its
subsidiaries, we are of the opinion that the consolidated financial statements give a true and fair view:
(a) In case of the consolidated Balance Sheet, of the consolidated state of affairs of the Group as at
31st March, 2009 ;
(b) In case of the consolidated Profit and Loss Account, of the consolidated results of operations of the Group for
the year then ended; and
(c) In case of the consolidated Cash Flow Statement, of the consolidated cash flows of the Group for the year
ended on that date.

Suresh Murarka
Place : Mumbai Partner
Date : 26th June 2009 Mem No. 44739

CONSOLIDATED BALANCE SHEET
(Rs. in Lacs)
As at As at
I. SOURCES OF FUNDS
Share Holders Funds
Share Capital 1 2,328.13 1,999.76
Share Application Money 46.55 2,738.00
Share Warrants 1A 1,632.40 405.00
Reserves & Surplus 2 78,848.57 39,439.94
82,855.65 44,582.69
Minority Interest 3 23,224.32 12,077.93
Loan Funds
Secured Loans 4 22,706.78 18,886.94
Unsecured Loans 5 2,303.02 2,576.14
25,009.80 21,463.08
131,089.77 78,123.70
II. APPLICATION OF FUNDS
Fixed Assets 6
Gross Block 33,283.40 25,269.38
Less : Depreciation 3,215.82 2,020.41
Net Block 30,067.58 23,248.97
Capital Work in progress including capital advances 22,702.75 16,134.99
Share in Joint Ventures 139.81 186.81
52,910.14 39,570.77
Goodwill on Consolidation 7 5,427.47 3,827.21
Investments 8 19,566.17 4,316.90
Deferred Tax Assets (Net) 403.50 242.79
Current Assets, Loans & Advances
Inventories 9 18,958.43 15,366.83
Sundry Debtors 10 9,312.76 7,790.37
Cash & Bank Balances 11 6,351.74 3,925.72
Loans & Advances 12 24,640.17 12,585.37
59,263.10 39,668.29
Less : Current Liabilties & Provisions 13 6,480.61 9,502.26
Net Current Assets 52,782.49 30,166.03

Miscellaneous Expenditure 14 — —
131,089.77 78,123.70

Mem. No. 44739

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CONSOLIDATED PROFIT & LOSS ACCOUNT
(Rs. in Lacs)

A. INCOME
Operational Income 15 36,356.35 33,752.22
Other Income 16 8,282.73 1,220.25
Increase/(Decrease) in Stocks 17 1,110.08 3,233.15
45,749.16 38,205.62
B. EXPENDITURE
Cost of Raw Material Consumed/Goods Sold 18 21,502.39 21,428.68
Personnel Expenses 19 1,634.72 1,414.76
Manufacturing and Other Expenses 20 11,803.98 9,702.06
Interest & Financial Charges 21 1,511.47 1,679.78
Depreciation 1,125.56 843.99
37,578.12 35,069.27
Profit before tax and prior period items 8,171.04 3,136.36
Prior Period Items 2.44 (16.30)
Profit Before Tax 8,173.48 3,120.05
Less/(Add) : Provision for Tax
— Current Tax 1,155.47 707.25
— Deferred Tax Liability/ (Assets) (160.71) (177.29)
— Fringe Benefit Tax 63.50 66.12
— Tax of earlier years 19.41 45.11
Profit After Tax 7,095.81 2,478.86
Less/( Add) : Minority Interest 1,175.60 (60.53)
Balance brought forward 5,066.70 3,195.10
Appropriations :
Tax on Corporate Dividend 59.35 67.96
Transfer to General Reseve 200.00 200.00
Balance Carried to Balance Sheet 10,378.34 5,066.70
Earning Per Share of Rs. 2 each (P.Y. Rs. 10 each)
Basic 5.09 13.38
Diluted 5.09 13.38

Mem. No. 44739


CONSOLIDATED CASH FLOW STATEMENT
(Rs. in Lacs)
31.03.2009 31.03.2008
A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and before extraordinary items 8,171.04 3,136.35
Adjustments for :
Depreciation 1,125.56 843.99
Debtors written off 154.14 —
Share of loss from Partnership Firm — 38.98
Financing Charges 1,547.70 1,679.78
Amortisation of Miscellaneous Expenses (Including joint ventures) — 17.38
Loss on sale/discard of fixed assets 4.20 14.95
Profit on Sales of fixed assets — (1.41)
Profit on Sales of Investments — (43.61)
Short term Capital Gain (0.51) —
Interest Received (2,738.42) (641.69)
Dividends (882.96) (407.24)
Profit on sale of Investments (5,156.99) (3.13)
Exchange difference arising on Consolidation 1,088.65 (234.56)
Unrealised (Gain) / Loss on Foreign Exchange Fluctuation 275.70 111.78
Operating profit before working capital changes 4,049.06 4,549.72
Adjustments for :
Trade and Other Receivables (1,704.77) (2,616.24)
Inventories (3,590.74) (5,125.10)
Trade Payables (2,923.32) 3,583.35
Loans and Advances (867.45) 1,658.05
Cash (Outflow) from operations (5,037.22) 2,049.78
Direct Tax {Net of Refunds} (1,585.28) (853.20)
Cash (Outflow) before Prior Period Adjustments (6,622.50) 1,196.58
Prior Period adjustments 2.44 (16.30)
Net Cash from Operating Activities (6,620.06) 1,180.28
B. CASH FLOW FROM INVESTING ACTIVITIES:
Preliminary Expenditure — (32.82)
Purchase of fixed assets (5,064.57) (3,019.86)
Including Capital Work in Progress (9,269.68) (12,582.06)
Advance against Capital Goods (1,208.84) —
Share Application Money 1,276.86 —
Intercorporate Deposits (10,970.60) (11,754.97)
Cost for acquisition of Subsidiaries (638.57) (8,608.50)
Purchase of Investments (243,895.66) (60,118.91)
Sale of Investments 212,835.01 61,706.33
Investment in Partnership Firm — 210.45
Dividends 882.96 407.24
Sale of Fixed Assets 7.58 11.65
Interest Received 2,738.42 641.69
Net Cash used in investing activities (53,307.09) (33,139.76)
OVO G
CONSOLIDATED CASH FLOW STATEMENT
(Rs. in Lacs)
31.03.2009 31.03.2008
C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Issue of Share Capital 12,168.60 2,788.05
Proceeds from Share Application Money (3,727.44) 945.00
Proceeds from Issue of Convertible Warrants 1,632.40 (405.00)
Proceeds from Borrowings from Joint Ventures - 1,735.29
Proceeds from other Borrowings 4,180.80 10,940.57
Proceeds from Securities Premium 50,769.72 18,071.90
Share Issue Expenses (379.72) (551.81)
Financing Charges (1,547.70) (1,679.78)
Dividend Paid including tax thereon (467.78) (335.15)
Net Cash used from financing activities 62,628.88 31,509.07
Net (decrease) increase in cash and cash equivalents 2,701.72 (450.41)
Add/(Less):- Unrealised Foreign Exchange Fluctuations (275.70) (111.78)
Cash and Cash equivalents (Opening) 3,925.72 4,487.91
Cash and Cash equivalents (Closing) 6,351.74 3,925.72
Note :
1 Cash and Cash Equivalents at the end of the year consists of Cash in Hand and Balances with banks and are net
of short term loans and advances from banks as follows :
(Rs. in Lacs)
As at As at
31.03.2009 31.03.2008
Cash in Hand 80.81 91.38
Balances with Bank 6,270.93 3,834.34
6,351.74 3,925.72
2 Previous year's figures have been regrouped, rearranged wherever necessary in order to confirm to current
year's figures

Mem No. 44739


SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Rs. in Lacs)
As at As at
Particulars
31.03.2009 31.03.2008
Schedule "1" : Share Capital
Authorised
165,000,000 Equity Shares of Rs. 2/- each (Previous year
23,000,000 Equity Shares of Rs. 10/- each) 3,300.00 2,300.00
3,300.00 2,300.00
Issued, Subscribed & Paid up
116,406,705 Equity Shares of Rs. 2/- each fully paid up 2,328.13 1,999.76
(Previous Year 19,997,608 Equity Shares of Rs. 10/- each fully paid up)
2,328.13 1,999.76
Schedule "1A" : Share Warrants
9,00,000 Warrants of Rs.45/- each paid up — 405.00
(Each Warrant carry option /entitlement to subscribe to one equity
share of Rs.10/- each at a price of not less than Rs. 450/- per share.)
74,20,000 warrants of Rs.22/- each paid up 1,632.40 —
(Each warrant carry option /entitlement to subscribe to one equity
share of Rs.2/- each at a price of not less than Rs.220/- per share.)
1,632.40 405.00
Schedule "2" : Reserves & Surplus
General Reserve
Opening Balance 339.36 139.36
Add : Transfer during the year 200.00 200.00
Closing Balance 539.36 339.36
Capital Reserve
Add : Capital Reserve on consolidation — 6,866.68
Add : Capital Reserve on Forfeiture of Share Warrant 209.82 —
Securities Premium
Add : On further issue of shares 32,973.43 3,960.00
57,215.64 24,242.21
Less : Share Issue Expenses 375.16 —
Foreign Exchange Translation Reserve 1,335.84 246.92
Balance of Profit & Loss Account 10,378.34 5,066.70
78,848.57 39,439.94
Schedule "3": Minority Interest
Opening balance 12,077.93 1,130.49
Add\(Less) on account of Capital/Reserve 9,970.79 11,007.97
Add\(Less) on account of Profit & Loss Account 1,175.60 (60.53)
23,224.32 12,077.93
Schedule "4" : Secured Loans
Term Loan From Banks 13,428.51 8,143.65
Working Capital Loans From Banks 9,040.02 10,440.35
Hire Purchase Loans 238.25 302.94
22,706.78 18,886.94
Schedule "5" : Unsecured Loans
Short Term Loans & Advances
Intercorporate Deposits 1,155.14 919.15
From Banks 497.54 1,186.14
From Directors/Shareholders 45.76 4.65
Other Loans & Advances
Trade Deposits 524.83 450.13
2,223.27 2,560.07
Share in Joint Ventures 79.75 16.07
2,303.02 2,576.14
OVO G
Schedule "6" : Fixed Assets (At Cost less Depreciation) (Rs. in Lacs)
Gross Block Depreciation Net Block
Description of Assets As At Consol- Revised Additions Deductions As At Opening Consol- Revised Provided Adjust- Upto As At As At
01.04.2008 idation Opening during during the 31.03.2009 upto idation Opening for the ments 31.03.2009 31.03.2009 31.03.2009
Adjust as at the year year 31.02.2008 Adjustment upto year
ment 01.04.2008 31.3.2008
Owned Assets :
Freehold Land 13,469.32 - 13,469.32 5,393.99 - 18,863.31 - - - - - - 18,863.31 13,469.32

Leasehold Land 3,795.75 - 3,795.75 - - 3,795.75 95.69 - 95.69 63.79 - 159.48 3,636.27 3,700.06
Residential Premises 27.78 - 27.78 3.97 - 31.75 0.58 - 0.58 1.36 - 1.94 29.81 27.20
Buildings 1,079.23 55.75 1,134.98 287.39 - 1,422.37 167.15 3.50 170.65 58.17 - 228.82 1,193.55 912.08
Plant & Machinery 517.25 - 517.26 238.55 - 755.81 101.67 - 101.67 103.39 - 205.06 550.75 415.58
Furniture & Fixtures 3,039.05 - 3,039.04 1,080.28 26.78 4,092.54 772.24 - 772.24 561.27 15.18 1,318.33 2,774.21 2,266.80
- Studios
Furniture & Fixtures 492.18 - 492.18 699.02 - 1,191.20 162.18 - 162.18 99.36 - 261.54 929.66 330.00
- Others
Office Equipments 320.63 - 320.63 73.09 - 393.72 68.32 - 68.32 39.45 - 107.77 285.95 252.32
Vehicles 624.24 - 624.24 118.29 0.49 742.04 195.45 - 195.45 126.44 0.31 321.58 420.46 428.79
Computers 438.96 - 438.96 90.95 - 529.91 216.92 - 216.92 105.16 - 322.08 207.83 222.04
Leased Assets :
Plant & Machinery 168.51 - 168.51 - - 168.51 159.65 - 159.65 8.87 - 168.52 (0.01) 8.86
Office Equipments 111.97 - 111.97 - - 111.97 60.74 - 60.74 34.29 - 95.03 16.94 51.23
Computers 25.67 - 25.67 - - 25.67 19.83 - 19.83 5.84 - 25.67 - 5.84
Total 24,110.54 55.75 24,166.29 7,985.53 27.27 32,124.55 2,020.42 3.50 2,023.92 1,207.39 15.49 3,215.82 28,908.73 22,090.12
Share in Joint Ventures 1,158.85 - 1,158.85 - - 1,158.85 - - - - - - 1,158.85 1,158.85
Grand Total 25,269.39 55.75 25,325.14 7,985.53 27.27 33,283.40 2,020.42 3.50 2,023.92 1,207.39 15.49 3,215.82 30,067.58 23,248.97
Previous Year 6,188.08 4,139.60 10,327.67 15,014.27 72.54 25,269.39 1,088.97 0.02 1,088.99 978.78 47.35 2,020.42 23,248.97 -
Note :- Out of the Depreciation provided in the current year Rs. 81.83 Lacs is included in capital work in progress.

86 - 87
(Rs. in Lacs)
As at As at
Particulars
31.03.2009 31.03.2008
Schedule "7" : Goodwill on Consolidation

Opening balance 3,827.21 78.09
Add\(Less) on account of Capital/Reserve 1,600.26 3,749.12
5,427.47 3,827.21
Schedule "8" : Investments
(A)Long Term Investments
(a) Non Trade, Unquoted
(I) Investments in Shares
(i) Parkville Multiplex Cinema Private Limited 0.25 0.25
(ii) Anant Trexim Private Limited 40.00 40.00
(iii) Golden Ingots Private Limited 100.00 100.00
(iv) Jorko Polymers Private Limited 25.00 25.00
(v) Madhujas Promotions Private Limited 10.00 10.00
(vi) Trade Winds Impex Private Limited 25.00 25.00
(vii) Indian Real Opportunity Venture Capital Fund
(Scheme: Milestone Domestic) 75.00 40.00
4,000 Units of face value of Rs. 1,000 each fully paid up
II) Investment in Debentures
(i) Ajanta Infrastructure Limited 4,000.00 —
40,00,000 (Previous Year Nil) Optionally fully
convertible Debentures of Rs. 100 each
(ii) DSP Merrill Lynch Capital Limited 1,000.00 —
1,000 (Previous Year Nil) Non Convertible Debenture of
Rs. 1,00,000 Each
(b) Non-Trade, Quoted
Andhra Bank 4.06 4.06
(4,505 Shares of face value of Rs. 10 Each fully paid up)
(B) Current Investments
(a) Investments in Mutual Funds
Liquid Funds 12,062.98 4,072.59
(b) Investments in Bonds 2,223.88 —
19,566.17 4,316.90
Note:
Market Value of Quoted Investments 2.03 3.43
Aggregate Value of Quoted Investments 4.06 4.06
Aggregate Value of Unquoted Investments 19,562.11 4,312.84
OVO G
(Rs. in Lacs)
As at As at
Particulars
31.03.2009 31.03.2008
Schedule "9" : Inventories

(As taken, valued & certified by the Management)
Finished Goods 10,608.55 9,271.35
Raw Materials 7,940.50 5,440.89
Accessories & Packing Materials 116.55 162.39
Work-in-Process 279.04 473.05
Publicity Materials 13.79 19.15
18,958.43 15,366.83
Schedule "10" : Sundry Debtors
(Unsecured)
(a) Debts due for more than six months
Considered Good 1,503.92 865.21
Considered Doubtful 47.22 38.15
1,551.14 903.36
Less : Provision for Doubtful Debts 47.22 38.15
1,503.92 865.21
(b) Other Debts (Considered Good) 7,808.84 6,925.16
9,312.76 7,790.37
Schedule "11" : Cash & Bank Balances
Cash on Hand 74.44 56.71
Balance with Scheduled Banks
i) In Current Accounts 1,590.41 3,585.81
ii) In Fixed Deposits Accounts 4,678.05 248.11
6,342.90 3,890.63
Add:- Share in Joint Ventures 8.84 35.09
6,351.74 3,925.72
Schedule "12" : Loans & Advances
(Unsecured, Considered Good)
Loan to Joint Ventures 312.49 246.52
Loan to Others 16,952.56 7,354.71
Advance Against Property 912.50 483.66
Advance recoverable in cash or in kind or for value to be received 4,597.32 2,991.52
Share Application Money - 150.00
Deposits 1,272.60 1,155.25
Advance Tax & TDS (Net) 404.95 52.15
24,452.42 12,433.81
(Unsecured, Considered Doubtful)
Advance recoverable in cash or in kind or for value to be received 413.73 —
Less: Provision for Doubtful Advances 413.73 —
— —
24,640.17 12,585.37
Schedule "13" : Current Liabilties & Provisions
Current Liabilities
Sundry Creditors
Due to Micro, Small & Medium Enterprises 106.49 —
Due to Others 5,228.29 8,270.25
Other Liabilities 673.47 694.01
Provisions
Provision for Gratuity 14.62 12.08
Provision for Leave Encashment 48.52 44.57
Provision for Corporate Dividend Tax 59.35 67.96
6,479.97 9,488.70
6,480.61 9,502.26

(Rs. in Lacs)
As at As at
Particulars
31.03.2009 31.03.2008
Schedule "14" : Miscellaneous Expenditure

(To the extent not written off or adjusted)
(i) Preliminary Expenses
Opening Balance — —
Add : Incurred during the year — 6.58
Less : Written off during the year — 6.58
— —
Year Ended Year Ended

Particulars
31.03.2009 31.03.2008
Schedule "15" : Operational Income
Sales 34,712.45 32,867.01
Export Benefits & Incentives 841.94 601.90
Gain on Foreign Exchange Fluctuations (Net) 323.15 41.56
Other Operating Income 478.81 241.75
36,356.35 33,752.22
Schedule "16" : Other Income
Dividends 883.05 400.28
Profit on Sale of Investment 5,157.50 43.61
Interest Income 2,145.64 644.82
Profit on Sale of Fixed Assets — 1.41
Income from Derivatives 33.19 —
Miscellaneous Income 63.35 123.10
8,282.73 1,213.23
Add: Share in Joint Ventures — 7.03
8,282.73 1,220.25
Schedule "17" : Increase/(Decrease) in Stocks
Finished Goods
Closing Stocks 10,608.54 9,304.44
Less: Opening Stocks 9,304.44 5,881.74
1,304.08 3,422.70
Work in Process
Closing Stocks 279.05 473.05
Less: Opening Stocks 473.05 662.60
(194.01) (189.55)
1,110.08 3,233.15
Schedule "18" : Cost of Raw Materials Consumed/Goods sold

Raw Materials
Opening Stocks 5,440.89 3,567.90
Add : Purchases 23,500.87 22,705.09
28,941.76 26,272.99
Less : Closing Stocks 7,940.50 5,440.89
21,001.26 20,832.10
Accessories & Packing Materials
Opening Stocks 129.30 90.45
Add : Purchases 488.38 635.43
617.68 725.88
Less : Closing Stocks 116.55 129.30
501.13 596.58
21,502.39 21,428.68
OVO G
(Rs. in Lacs)
Year Ended Year Ended
Particulars
31.03.2009 31.03.2008
Schedule "19" : Personnel Expenses

Salaries Wages & Bonus 1,483.32 1,298.87
Contribution to PF & Other Funds 63.43 48.34
Workmen & Staff Welfare 87.97 65.06
1,634.72 1,412.27
Add: Share in Joint Ventures — 2.49
1,634.72 1,414.76
Schedule "20" : Manufacturing & Other Expenses
Processing Charges 2,002.98 1,651.92
Power & Fuel 25.53 21.37
Repairs and Maintenance
-Building 2.27 1.42
-Plant and Machinery 15.79 13.07
-Others 431.09 368.26
Rent (Net) 2,213.57 1,683.38
Rates & Taxes 324.02 141.67
Insurance 47.57 62.80
Travelling & Conveyance 403.60 388.63
Communication Costs 158.30 127.87
Printing & Stationery 62.94 40.85
Electricity Charges 434.57 345.00
Legal & Professional Fees 507.75 524.59
Directors' Remuneration 234.17 168.62
Auditors Remuneration 67.93 57.94
Commission 623.27 628.26
Advertisement & Sales Promotion Expenses 1,712.79 1,884.16
Customer Relation Expenses 74.38 80.16
Studio Expenses 188.43 398.88
Transportation, Freight & Handling Charges 761.85 602.33
Sales Tax / VAT 700.90 582.4
Dimunition in value of Investments 4.81 —
Provision for Doubtful Advances 413.73 —
Sundry Debtors Written Off 154.14 —
Sundry Balances Written Off 24.01 —
Preliminary Expenses written off 1.77 2.11
Share of loss from Partnership Firm — 38.98
Miscellaneous Expenses 159.38 148.43
11,802.96 10,016.23
Less: Elimination of the cost of services rendered to subsidiaries — 350.00
11,803.98 9,702.06
Schedule "21" : Interest & Financial Charges
Interest on Fixed Loans 839.61 823.93
Interest on Other Loans 493.04 572.87
Lease Charges 4.65 12.18
Bank Charges 169.63 270.80
1,506.93 1,679.78
Add:- Share in Joint Ventures 4.54 —
1,511.47 1,679.78

MARCH 31, 2009
Schedule 22: Significant Accounting Policies & Notes forming part of Consolidated Financial Statements for the
year ended 31st March 2009
1. (A) BASIS OF ACCOUNTING
a) The Financial Statements have been prepared in compliance with the Accounting Standards notified by
Companies (Accounting Standard) Rules 2006 and the relevant provisions of the Companies Act, 1956 in
all material aspects.
b) Financial Statements are based on historical cost convention and are prepared on accrual basis
(B) SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of Consolidation
The Consolidated Financials Results comprise of the financial statements of Provogue (India) Limited
and its subsidiaries, which are consolidated in accordance with Accounting Standard 21 on Consolidated
Financial Statements notified pursuant to the Companies (Accounting Standards) Rules, 2006. The
Subsidiaries proportionate share in the results (audited) of both joint venture companies viz. Emerald
Buildhome Private Limited, and Moontown Trading Company Private Limited are consolidated in
accordance with Accounting Standard 27 on Financial Reporting of Interests in Joint Ventures.
The Consolidated Financial Statements relate to Provogue (India) Limited ('The Company') and its
Subsidiaries and joint ventures of Subsidiaries have been prepared on the following basis:
i) The financial statements of the Company and its subsidiaries have been combined on a line-by-line
basis by adding together the balances of like items of assets, liabilities, income and expenditure
after fully eliminating the intra- group balances and intra-group transactions resulting in unrealized
profit or loss.
ii) The financial statements of the Company and its Joint Ventures have been consolidated using the
proportionate consolidation method
iii)The consolidated financial statements have been prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented to the extent possible, in
the same manner as the Company's separate financial statements.
iv) While preparing Consolidated Financial Statements, the foreign exchange adjustments have been
carried out as per Accounting Standard 11 “Accounting for effects of changes in Foreign Exchange
Rates” on following basis:
a) The summarized revenue and expenses transactions at the year-end reflected in profit and loss
account of the foreign subsidiaries, which are stated in the currency of their domicile, are
translated into Indian Rupees at an average exchange rate.
b) All monetary and non-monetary items reflected in the balance sheet of the foreign subsidiaries
which are stated in the currency of their domicile, are translated into Indian Rupees at the year-
end closing exchange rate.
c) The resultant translation exchange gain/loss in case of non-integral foreign operations is

disclosed as Foreign Exchange Translation Reserve in Reserves & Surplus Schedule in the Accounts.
v) The excess of cost to the Company of its investments in the subsidiaries over its portion of equity of
subsidiaries at the dates they become subsidiaries is recognized in the financial statements as
goodwill.
vi) The excess of Company's portion of equity of the subsidiaries over the cost to the Company of its
investments at the dates they become subsidiaries is recognized in the financial statements as
capital reserve.
OVO G
MARCH 31, 2009
(b) Other Significant Accounting Policies
(a) Revenue Recognition

i. Revenue is recognized when it is earned and no significant uncertainty exists as to its
realization or collection.
ii. Revenue in respect of export sales is recognized on shipment of products.
iii. Interest is recognized on a time proportion basis taking in to account the amount outstanding
and the rate applicable.
iv. Dividend income is recognized on actual realization.
(b) Fixed Assets

Fixed Assets are stated at actual cost less accumulated depreciation. Cost comprises the purchase
price and any attributable cost of bringing the asset to its working condition for its intended use.
(c) Impairment of Fixed Assets

At the end of each year, the Company determines whether a provision should be made for
impairment loss on fixed assets by considering the indication that an impairment loss may have
occurred in accordance with Accounting Standard 28 on “Impairment of Assets”. Where the
recoverable amount of any fixed assets is lower than its carrying amount, a provision for impairment
loss on fixed assets is made for the difference.
(d) Depreciation
i. Depreciation on all Fixed Assets, except Furniture and Fixtures at Studios, is provided on
'Written Down Value Method' at the rates and in the manner prescribed in the Schedule XIV of
the Companies Act, 1956.
ii. Depreciation on Furniture and Fixtures at Studios is amortized equally over a period of six years
from the date of capitalization.
iii. Fixed assets acquired on lease basis are amortized over the period of the lease term.
iv. Fixed Assets at advertisement sites are amortized over the license period of the respective
sites.
(e) Inventories
Inventories are valued as follows:
i. Finished Goods are valued at lower of cost or net realizable value. *
ii. Raw Materials are valued at lower of cost or net realizable value. **
iii. Work-in-Process are valued at lower of cost or net realizable value. *
iv. Accessories and Packing Materials are valued at lower of cost or net realizable value.
v. Publicity Materials are valued at cost.
* Cost is arrived at on full absorption basis as per Accounting Standard - 2 “Valuation of

Inventories.
** Cost is arrived at on weighted average cost method.
(e) Investments
Investments that is intended to be held for more than a year from the date of acquisition are
classified as long term investments and are carried at cost less any provision for permanent
diminution in value. Investments other than long term investments being current investments are
valued at cost or fair market value whichever is lower.
(f) Miscellaneous Expenditure
i) Preliminary expenses are amortized in the year in which they are incurred.

MARCH 31, 2009
ii) Expenses on preferential issue of shares/warrants are written off against the securities
premium received.
(h) Employee Benefits
i) Company's contribution to Provident Fund and other Funds for the year is accounted on accrual
basis and charged to the Profit & Loss Account for the year.
ii) Liability for leave encashment benefits has been provided on accrual basis.
iii) Retirement benefits in the form of Gratuity are considered as defined benefit obligations and
are provided on the basis of the actuarial valuation, using the projected unit credit method as
at the date of the Balance Sheet.
(i) Provisions and Contingent Liabilities

The Company recognizes a provision when there is a present obligation as a result of a past event
that probably requires an outflow of resources and a reliable estimate can be made of the amount
of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or
a present obligation that may, but probably will not, requires an outflow of resources. Where there
is a possible obligation or a present obligation that the likelihood of outflow of resources is remote,
no provision or disclosure is made.
(j) Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting
Principles requires estimates and assumptions to be made that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities on the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Difference between actual results and estimates are recognized in the periods in which the results
are known/ materialize.
(k) Foreign Currency Transactions
i) The transactions in foreign currencies on revenue accounts are stated at the rate of exchange
prevailing on the date of transactions.
ii) The difference on account of fluctuation in the rate of exchange, prevailing on the date of
transaction and the date of realization is charged to the Profit & Loss Account.
iii) Differences on translation of current assets and current liabilities remaining unsettled at the
year-end are recognized in the Profit and Loss Account.
iv) The premium in respect of forward exchange contract is amortized over the life of the
contract. The net gain or loss on account of any exchange difference, cancellation or renewal
of such forward exchange contracts is recognized in the Profit & Loss Account.
(l) Accounting for Taxation of Income
Current Taxes
Provision for current income-tax is recognized in accordance with the provisions of Indian
Income- tax Act, 1961 and is made annually based on the tax liability after taking credit for tax
allowances and exemptions.
Deferred Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
timing differences that result between the profits offered for income taxes and the profits as per
the financial statements. Deferred tax assets and liabilities are measured using the tax rates and
the tax laws that have been enacted or substantially enacted at the Balance Sheet date. Deferred
OVO G
MARCH 31, 2009
tax assets are recognized only to the extent there is reasonable certainty that the assets can be
realized in the future. Deferred tax assets are reviewed as at each Balance Sheet date.
Fringe Benefits Tax

Provisions for Fringe Benefits Tax (FBT) have been made in accordance with the applicable income
tax laws prevailing for the relevant assessment years.
2. COMPANIES CONSIDERED IN THE CONSOLIDATED FINANCIAL STATEMENT ARE
a) Subsidiaries
County of % Voting Power held
Date of Incor-
Name of Company As on As on
Becoming poration 31.03.2009 31.03.2008
Prozone Enterprises Private Limited (PEPL) 26-Dec-05 India 75.00- 75.00-

2 Shares 2 Shares
Omni Infrastructure Private Limited (OIPL) (1) 04-May-07 India 59.99 59.99
Hagwood Commercial Developers Private Limited (HCDPL) (1) 07-May-07 India 100.00 100.00
Alliance Mall Developers Co Private Limited (AMDPL) (2) 31-Aug-07 India 100.00 100.00
Standard Mall Private Limited (SMPL) (2) 14-Sep-07 India 100.00 100.00
Castle Mall Private Limited (CMPL) (2) 14-Sep-07 India 100.00 100.00
Royal Mall Private Limited (RMPL) (2) 14-Sep-07 India 100.00 100.00
Faridabad Festival City Private Limited (FFCPL) (2) 14-Sep-07 India 100.00 100.00
Jaipur Festival City Private Limited (JFCPL) (2) 14-Sep-07 India 100.00 100.00
Meerut Festival City Private Limited (MFCPL) (2) 14-Sep-07 India 100.00 100.00
Prozone Liberty International Ltd (PLIL) (2) 17-Oct-07 Singapore 100.00 100.00
Prozone International Ltd (PIL) (3) 18-Oct-07 Singapore 69.64 100.00
Pronet Interactive Private Limited (PIPL) 7-Nov-07 India 50.23 50.23
Sporting and Outdoor Ad Agency Private Limited (SOAPL) 15-Jan-08 India 50.00+ 50.00+
2 Shares 2 Shares
Prozone Overseas Pte Ltd (POPL) (3) 23-Jan-08 Singapore 100.00 100.00
Profab Fashions (India) Limited (PFIL) 20-Feb-08 India 100.00 100.00
Oasis Fashion Limited (OFL) 20-Feb-08 India 100.00 100.00
Probrand Enterprises Limited (PEL) 21-Feb-08 India 100.00 100.00
Millennium Accessories Limited (MAL) 24-Feb-08 India 51.00 51.00
Empire Mall Private Limited (EMPL) (1) 11-Mar-08 India 55.00 55.00
Provogue Infrastructure Pvt. Ltd. (PPL) 2-Sep-08 India 100.00 NA
Provogue Holding Ltd. (PHL) 2-Sep-08 Singapore 100.00 NA
Flower Plants & Fruits (India) Pvt. Ltd. (FPFPL) 05-Feb-09 India 100.00 NA
b) Joint Ventures
Country of As on As on
Name of Company Incorporation 31.03.2009 31.03.2008
Emerald Buildhome Private Limited (EBPL) (1) India 50.00 50.00
Moontown Trading Company Private Limited (MTCPL) (2) India 25.00 25.00
(1) Held through Prozone International Limited

(2) Held through Prozone Enterprises Private Limited
(3) Held through Prozone Liberty International Limited

MARCH 31, 2009
3. RELATED PARTY DISCLOSURES
i) For the year ended 31st March 2009.
(a) Key Management Personnel

Mr. Rajesh Javalkar Director of Subsidiary
Mr. Tanvir Shah Director of Subsidiary
Mr. Mansoob Haider Director of Subsidiary
(b) Shareholders having substantial interest in the Subsidiary Company of Provogue (India) Limited.
Nailsfiled Limited (Incorporated in Mauritius)
Ajanta Infrastructure Limited
Calentie Fashions Pvt. Ltd.
(c) Relative of Director and Name of the enterprises having same Key Management Personnel and / or
their relatives as the reporting enterprise with whom the Company has entered into transactions
during the year.
Winmax Technologies Private Limited
Arpit Carriers Private Limited
Amanda Mall Developers Private Limited
BrightLand Developers Private Limited
Everest Plaza Private Limited
Floro Mercantile Private Limited
Topspeed Trading Company Private Limited
Starlight City Commercial Developers Private Limited
Acme Exports
Appearance International
Kruti Multitrade Private Limited
Shital Chaturvedi
Flower Plants & Fruits Private Limited (Up to 4/02/2009)
(d) Joint Ventures & Co-ventures

Emerald Buildhome Private Limited
Moontown Trading Company Private Limited
Shalom Voyagers Private Limited (Rs. in Lacs)
Name of Transactions Refer to (a) Refer to (b) Refer to (c) Refer to (d)
above above above above
Purchases Nil 55.30 Nil Nil
Rent Paid Nil Nil 50.38 Nil
Unsecured Loans Taken 30.84 4.90 20.31 Nil
Interest Paid on Unsecured Loans Nil Nil 7.11 Nil
Repayment of Loans Taken 25.07 2.71 18.69 Nil
Loans Granted Nil 4,000.00 0.39 185.80
Loans Received Back Nil 4,000.00 0.39 102.00
Interested Received on Loans Granted Nil 376.28 Nil Nil
Share Application Money Received Nil 46.55 Nil Nil
Contribution towards Share Warrants Nil Nil 1,469.60 Nil
Investment in Debenture Nil 4,000.00 Nil Nil
Equity Contribution 1,624.99 8,000.00 Nil Nil
Purchase of Shares 319.78 Nil 318.78 Nil
OVO G
MARCH 31, 2009
(Rs. in Lacs)
Amount Outstanding as on 31st March 2009
Sundry Creditors Nil 0.51 67.01 Nil
Other Liabilities 12.12 Nil Nil Nil
Loans Payable 45.76 2.15 53.24 1,729.29
Other Receivables Nil Nil Nil 577.49
Investments Nil 4000.00 Nil Nil
Share Application Money Given Nil Nil 414.91 200.00
Share Application Money Received Nil 46.55 Nil Nil
i) For the year ended 31st March, 2008.
(a) Key Management Personnel

` Mr. Nikhil Chaturvedi Director
Mr. Rajesh Javalkar Director of Subsidiary
Mr. Tanvir Shah Director of Subsidiary
Mr. Mansoob Haider Director of Subsidiary
b) Shareholders having substantial interest in the Subsidiary Company of Provogue (India) Limited.
Nailsfiled Limited
(c) Relative of Director and Name of the enterprises having same Key Management Personnel and / or
their relatives as the reporting enterprise with whom the Company has entered into transactions
during the year.
Floro Mercantile Private Limited
Topspeed Trading Company Private Limited
Starlight City Commercial Developers Private Limited
Acme Hotels & Hospitalities Private Limited
Acme Advertising
Acme Exports
Appearance International
Kruti Multitrade Private Limited
(d) Joint Ventures & Co-ventures

Emerald Buildhome Private Limited
Moontown Trading Company Private Limited
Ajanta Infrastructure Limited
(Rs. in Lacs)
Purchases Nil Nil 164.14 Nil
Rent Paid Nil Nil 44.01 Nil
Advertisement Expenses Nil Nil 521.72 Nil
Unsecured Loans Taken 72.62 Nil 4.50 1,800.00
Interest Paid on Unsecured Loans Nil Nil 3.49 Nil
Repayment of Loans Taken 67.97 Nil 0.08 70.71
Loan Granted Nil Nil 5.61 1,025.24
Loan Granted Received Back Nil Nil Nil 231.74
Loan Written off Nil Nil 9.73 Nil

MARCH 31, 2009
(Rs. in Lacs)
Interested Received on Loans Granted Nil Nil Nil 12.10

Share Application Money Received Nil 17,000.00 Nil 4,000.00
Allotment of Shares 3,513.38 14,500.00 Nil Nil
Equity Contribution Nil Nil Nil 4,000.00
Purchase of Shares 1.50 Nil Nil Nil
Amount Outstanding as on 31st March 2008
Sundry Creditors Nil Nil 46.96 Nil
Other Liabilities 22.46 Nil Nil Nil
Loans Payable 4.65 Nil 44.50 1,729.29
Other Receivables Nil Nil 159.57 1,131.80
Investments Nil Nil Nil 0.25
Share Application Money Received Nil 2,500.00 Nil 200.00
4. EMPLOYEES DEFINED BENEFITS
The disclosure as required under Accounting Standard 15 regarding the employee's retirement benefits plan for
gratuity is as follows:
Defined Benefit Plans As per Actuarial Valuation on 31st March 2009.
i) Provogue (India) Limited.

(Rs. in Lacs)
a)
i) Present value of obligation
As at 1 April 2008 19.92 11.52
Actuarial loss on obligation 0.25 0.56
Benefits paid (0.85) —
As at 31 March 2009 32.12 19.92
Less:
ii) Fair Value of Plan Assets
As at 1 April 2008 12.32 —
Expected Return on Plan Assets less Loss on Investments 0.86 -
Actuarial Gain / (Loss) on Plan Assets 0.83 0.80
Employers' Contribution 7.60 11.52
Expected Return on Plan Assets less Loss on Investments 20.76 12.32
Amount recognized in Balance Sheet 11.36 7.60
b) Expenses during the year
Interest Cost 1,59 0.81
Expected Return on Plan Assets (0.86) -
Actuarial (Gain) / Loss (0.58) (0.24)
Total 11.36 7.60
c) Actual Returns on Plan Assets 1.69 0.80
d) Break up of Plan Assets as a percentage of total Plan Assets
(Percentage or Value)
Insurer Managed Funds 100% 100%
OVO G
MARCH 31, 2009
(Rs. in Lacs)
e) Principal actuarial assumptions

Rate of Discounting 7.00% 8.00%
Expected Return on Plan Assets 7.00% 8.00%
Rate of increase in Salaries 4.00% 5.00%
ii) Millennium Accessories Limited
a) Changes in present value of obligations

Present value of obligation as at 31.03.2008 Nil Nil
Interest Cost Nil Nil
Current Service Cost 0.21 Nil
Benefits paid Nil Nil
Actuarial loss on obligations Nil Nil
Present Value of obligation as at 31.03.2009 0.21 Nil
b) Liability recognized in the Balance Sheet
Present value of obligation as at 31.03.2009 0.21 Nil
Fair Value of plan assets as at the end of the year Nil Nil
Unfunded status Nil Nil
Unrecognized Actuarial (Gain)/ loss Nil Nil
Net (Assets)/ Liability recognized in the Balance Sheet 0.21 Nil
c) Expenses recognized in the Profit and Loss Account
Past Service Cost Nil Nil
Expected return on plan assets Nil Nil
Net Actuarial (Gain)/ loss recognized during the year Nil Nil
Total Expenses recognized in the Profit and Loss account 0.21 Nil
d) Principal actuarial assumptions
Discount rate 7.75% Nil
Expected rate of return on assets Nil Nil
Expected rate of future salary increase 7% Nil
iii) Prozone Enterprises Private Limited
Present value of obligation as at 31.03.2008 4.46 1.27
Current Service Cost 3.48 1.66
Actuarial loss on obligations (1.12) 1.30
Present Value of obligation as at 31.03.2009 7.18 4.46
Present value of obligation as at 31.03.2009 7.18 4.46
Fair Value of plan assets as at the end of the year 5.27 —
Unfunded status Nil 4.46
Unrecognized Actuarial (Gain)/ loss Nil —
Net (Assets)/ Liability recognized in the Balance Sheet 1.91 4.46
Current Service Cost 3.48 1.67
Net Actuarial (Gain)/ loss recognized during the year (1.22) 1.30
Total Expenses recognized in the Profit and Loss account 2.62 4.46

MARCH 31, 2009
(Rs. in Lacs)
Principal actuarial assumptions

Discount rate 7.00% 8.00%
Expected rate of return on assets 7.00% 0.00%
Expected rate of future salary increase 4.00% 7.00%
iv) Empire Mall Private Limited

Present value of obligation as at 31.03.2008 Nil Nil
Actuarial loss on obligations Nil Nil
Present Value of obligation as at 31.03.2009 1.13 Nil
Present value of obligation as at 31.03.2009 1.13 Nil
Fair Value of plan assets as at the end of the year Nil Nil
Unfunded status 1.13 Nil
Unrecognized Actuarial (Gain)/ loss Nil Nil
Net (Assets)/ Liability recognized in the Balance Sheet 1.13 Nil
Net Actuarial (Gain)/ loss recognized during the year Nil Nil
Total Expenses recognized in the Profit and Loss account 1.13 Nil
Principal actuarial assumptions
Discount rate 7.00% Nil
Expected rate of return on assets 7.00% Nil
Expected rate of future salary increase 4.00% Nil
5. In accordance with Accounting Standard 19: “Leases”, the assets acquired on Finance Lease on or after April 1,
2001 are capitalized and a liability is recognized for an equivalent amount. Consequently depreciation is
provided on such leases. Lease rentals paid are allocated to the liability and the interest charged to Profit & Loss
Account.
The minimum lease rentals payable as at 31st March, 2009 are as follows
(Rs. in Lacs)
Minimum Lease Payment
Later than one year but not later than five years NIl 16.83
Total 18.67 44.18
Less: Future Finance Charges 0.30 3.04
Present Value of Minimum Lease Payment 18.37 41.14
Present value of Minimum Lease Payment: (Rs. in Lacs)

Present value of Minimum Lease Payment

Later than one year but not later than five years NIl 16.53
Total 18.37 41.14
OVO G
MARCH 31, 2009
6. Segment Reporting:
i. Primary (Business) Segment:
The segment of the Company has been identified in line with the Accounting Standard 17 on “Segmental
Reporting”, taking into account the organization structure as well as the different risks and return of these
segments.
The Company's reportable operating segments consists of the following business groups
n Manufacturing and Trading of textile and related products.
n Infrastructure activities.
n Other activities.
Segmental Revenue, Results and Capital Employed include the respective amounts identifiable to each of
the segments.
(Rs. in Lacs)
Particulars Year ended Year ended
31st March 2009 31st March 2008
1. Segmental Revenue
a. Textile Business 36,103.42 33,809.84
b. Infrastructure Business 4.848.39 350.00
c. Others 387.93 144.00
Total 41,339.75 34,303.84
Less: Inter-Segment Revenue 135.01 397.70
Income from Operation 41,204.75 33,906.14
2. Segment Results
Profit/ (Loss) before tax and interest from Segment
b. Infrastructure Business 3,299.24 (463.63)
c. Others (19.02) (13.42)
Total 6,248.17 3,739.61
Add: Unallocable Income 3,434.34 599.36
Less: Interest 1,511.48 1,202.61
Total Profit before Tax 8,171.03 3,136.36
3. Capital Employed
(Segment Assets- Segment Liabilities)
b. Infrastructure Business 46,274.70 37,866.38
c. Others 459.13 522.26
d. Unallocable 15,586.92 4,367.85
Total 100,657.57 67,282.87
ii) Secondary (Geographical) Segment
Secondary segment reporting is on the basis of geographical location of the customers. The operation of the
Company comprises local sales and export sales. The management views the Indian market and Export
market as distinct geographical segments. The following is the distribution of the Company's sales by
geographical markets:
(Rs. in Lacs)
Sales 31st March 2009 31st March 2008
Domestic 23,762.18 24,548.53
Export 10,933.64 8,318.48
Total 34,695.82 32,867.01
ANNUAL REPORT 2008-09 100 - 101

MARCH 31, 2009
The following is the carrying amount of segment assets and additions to fixed assets by geographical area in
which the assets are located:
(Rs. in Lacs)
Carrying Amount of Segment Assets 31st March 2009 31st March 2008
India 127,017.24 74,887.95
Outside India* 4,072.53 3,235.75
Total 131,089.77 78,123.70
*Carrying amount of segment assets outside India represents receivables from export sales.
7. Earning Per Share

A Weighted average number of Equity Shares of Rs. 2 each
(Previous Year Rs 10 each)
i) Number of shares at the beginning of the year
of Rs 2 each (Previous Year Rs 10 each ) 99,988,040 1,90,97,608
ii) Number of shares at the end of the period
of Rs 2 each (Previous Year Rs 10 each) 116,406,705 1,99,97,608
iii) Weighted average number of shares outstanding during
the year of Rs 2 each (Previous Year Rs 10 each) 113,422,529 1,91,05,005
B Net Profit after tax available for equity shareholders (Rs. In lacs) 5,920.21 2,555.70
C Basic and diluted income per share (in rupees) {B/A (iii)} 5.09 13.38
Note: The Company does not have any dilutive potential equity shares. Consequently the basic and diluted
earning per share of the company remains the same.
8. Deferred Tax Liability:
i) Provision for taxation for the accounting year has been made in accordance with the provisions of the Income
Tax Act, 1961.
ii) In terms of Accounting Standard on “Accounting for Taxes on Income” (AS 22) the Company has recognized
Deferred Tax Assets amounting to Rs. 160.71 Lacs for the year ended 31st March 2009 in the Profit & Loss
Account.
The accumulated balance in Net Deferred Tax Liability as on 31st March 2009 comprises of:
(Rs. in Lacs)
Depreciation (149.912) (83.74)
Provision for Doubtful Debts (156.68) (12.96)
Bonus Payable (7.28) (7.93)
Provision for Gratuity (13.36) (8.26)
Tax Disallowance (27.04) (28.04)
Leave Encashment (15.94) (15.15)
Carried Forward Losses (31.65) (86.71)
Diminution in value of Investment (1.63) Nil
Deferred Tax Liability / (Assets) (403.50) (242.79)
OVO G
MARCH 31, 2009
9. In respect of certain Subsidiaries, the following notes to accounts are disclosed:
a. The subsidary Company PEPL is a co-venturer in the Joint Venture Company (JVC) Moontown Trading
Company Private Limited (MTCPL) along with Shalom Voyagers Private Limited (SVPL) to develop a Mall at
Mysore. In terms of Shareholding Agreement (SHA) entered in April 2006 between the co venturers and the
JVC, PEPL has paid Rs. 200 Lacs to MTCPL as Share Application Money. In addition PEPL has also advanced a
loan of Rs. 312.49 Lacs to MTCPL. MTCPL in terms of the SHA has in turn paid Rs. 200 Lacs to SVPL as advance
for Land. An amount of Rs. 50 Lacs has also been advanced as Loan to SVPL by MTCPL. MTCPL has incurred
preoperative expenses amounting Rs.214.39 Lacs and has also incurred a loss of Rs.49.46 Lacs till the year
ended 31st March 2009. The Feasibility study of the project is being undertaken and the development plan of
the said project will be changed on outcome of the study. Till than, in view of PEPL management , the
advances are considered good and fully recoverable.
b. During the previous year, the Subsidiary Company HCDPL had paid the entire amount of consideration for the
Land acquired at Nagpur. However the conveyance in respect of the Land has not been executed in favour of
the HCDPL. During the previous year, a writ petition has been filed by the erstwhile owners of the Land
against the State Government of Maharashtra challenging Orders under section 8 (3) and 8 (4) of the Urban
Land (Ceiling and Regulation) Act, 1976. The said Act has been repealed on 29th November, 2007. The Hon'ble
High Court of Judicature at Bombay, Nagpur Bench had earlier granted a stay on the proceedings upon the
petitioners having made an application in that behalf. The Writ Petition had come up for admission and has
been duly admitted by the Hon'ble High Court of Judicature at Bombay in September, 2008, and is awaiting
final disposal. The Order of September, 2008 continues the status quo earlier ordered by the Hon'ble Court.
HCDPL has obtained a legal opinion that in view of the repealment of the Urban Land (Ceiling and Regulation)
Act, 1976, all proceedings under the Act would abate on account of certain preconditions not being satisfied.
In the case of HCDPL, these conditions having not been evoked and hence, the Urban Land (Ceiling and
Regulation) Act, 1976, would not apply to the Land acquired by HCDPL.”
c. During the financial year the Subsidiary Company PLIL (Singapore) has disposed of its interest is another
Subsidiary Company PIL (Singapore) to the extent of 26.19% resulting in a profit from disposal of Rs. 4,838.06
Lacs (Carrying cost of investment disposed Rs. 3,368.81 Lacs). The disposal is consistent with the Company's
strategy to expand its business and maximize share holder value.
10. Figures less than Rs. 500/- have been shown at actuals wherever statutory required to be disclosed since figures
have been rounded off to the nearest thousands.
11. Figures of the previous year have been regrouped, reclassified and/or rearranged wherever necessary.

Mem No. 44739

ANNUAL REPORT 2008-09 102 - 103

INFORMATION WITH REGARD TO SUBSIDIARY COMPANIES
(Required to be disclosed in the Annual Report Pursuant to letter no. 47/429/2009-CL-III dated 27th May 2009 from the Ministry of Corporate Affairs,
exempting the Company from attaching the Annual Reports and other particulars of its Subsidiary Companies u/s 212 of the Companies Act, 1956)
OVO G
Sr. Subsidiary Company Note Reporting Exchange Capital Reserves Total Total Investments Turnover Profit Provision Profit / Proposed
No. Currency Rate Assets Liabilities (Except (Including /(Loss) for (Loss) dividend
investment other before taxation after
in income) taxation (Note 6) taxation
subsidiaries)
1 Prozone Enterprises INR 1.00 3,641.77 36,606.64 42,179.25 1,930.85 5,771.92 1,401.88 (37.63) (72.33) 34.71 -
Private Limited
2 Omni Infrastructure 3 INR 1.00 4.00 6,040.24 7,748.79 1,704.55 200.00 8.30 (32.94) 23.94 (56.87) -
Private Limited
3 Hagwood Commercial 3 INR 1.00 948.02 8,161.80 13,952.99 4,843.17 - 2.76 (4.21) 0.28 (4.49) -
Developers Private Limited
4 Alliance Mall Developers 1 INR 1.00 1.00 3.78 5,594.21 5,589.43 - - (5.00) 0.23 (5.23) -
Co Private Limited
5 Standard Mall Private Limited 1 INR 1.00 1.00 (0.37) 0.74 0.11 - - (0.20) - (0.20) -
6 Castle Mall Private Limited 1 INR 1.00 1.00 (0.36) 0.75 0.11 - - (0.18) - (0.18) -
7 Royal Mall Private Limited 1 INR 1.00 1.00 (0.42) 679.92 679.34 - - (0.13) 0.16 (0.29) -
8 Faridabad Festival City 1 INR 1.00 1.00 (0.37) 0.74 0.11 - - (0.19) - (0.19) -
Private Limited
9 Jaipur Festival City 1 INR 1.00 1.00 (0.41) 0.70 0.11 - - (0.19) - (0.19) -
Private Limited
10 Merrut Festival City 1 INR 1.00 1.00 (0.37) 0.74 0.11 - - (0.19) - (0.19) -
Private Limited
11 Prozone Liberty International 1 USD 52.17 16,805.47 5,705.76 22,544.33 33.10 - 5,801.00 5,708.97 - 5,708.97 -
Limited (Singapore)
12 Prozone International 2 USD 52.17 30,598.71 20,309.73 50,982.27 73.82 - 96.50 75.48 6.27 69.21 -
Limited (Singapore)
13 Pronet Interactive INR 1.00 19.91 (4.74) 15.97 0.80 - - (0.46) - (0.46) -
Private Limited
14 Sporting and Outdoor INR 1.00 83.62 176.96 633.09 372.51 0.16 414.61 17.34 4.21 13.13 -
Ad-Agency Private Limited
15 Prozone Overseas Pte 2 USD 52.17 Note (4) (5.22) 3.19 8.41 - - (2.82) - (2.82) -
Limited (Singapore)
16 Profab Fashions (India) Limited INR 1.00 5.00 (0.45) 4.77 0.22 - - (0.15) - (0.15) -
17 Oasis Fashion Limited INR 1.00 5.00 (0.46) 4.76 0.22 - - (0.15) - (0.15) -
INFORMATION WITH REGARD TO SUBSIDIARY COMPANIES
18 Probrand Enterprises Limited INR 1.00 10.00 (0.58) 9.64 0.22 - - (0.16) - (0.16) -
19 Millennium Accessories Limited INR 1.00 5.00 9.47 123.57 109.10 - 103.94 14.52 4.74 9.78 -
20 Empire Mall Private Limited 3 INR 1.00 4,616.00 (129.72) 18,870.31 14,384.01 270.05 3.42 (16.86) 18.41 (35.27) -
21 Provogue Infrastructure INR 1.00 1.00 (0.43) 0.91 0.34 - - (0.12) - (0.12) -
Private Limited
22 Provogue Holding S$ 33.37 Note (4) (3.44) 1.67 5.11 - - (3.44) - (3.44) -
Limited (Singapore)
23 Flowers, Plants & Fruits INR 1.00 1.00 76.88 143.46 65.58 - 54.38 53.09 11.77 41.32 -
(India) Private Limited
Notes:
(1) Held through Prozone Enterprises Private Limited
(2) Held through Prozone Liberty International Limited (Singapore)
(3) Held through Prozone International Limited (Singapore)
(4) Capital Rs. 52.17
(5) Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as in 31.03.2009
(6) Including deferred tax and FBT
For and on behalf of the Board
Place : Mumbai
Date : 26th June 2009 Director Director
NOTES
ANNUAL REPORT 2008-09 104 - 105

NOTES
PROVOGUE
Provogue (India) Limited
Registered Office :
105/106, Provogue House, Off New Link Road,Andheri (W), Mumbai 400053
PROXY FORM
Reference Folio / No. of Share held:
DP ID / Client ID No.:
I/We ....................................................................... of ....................................... in the district

of ..................................................................being a Member / Members of the above named Company
hereby appoint .................................................. ......................................................................
......................................................of .............................................................in the district of
.........................................................................................................................or failing him /
her ...........................................................of .....................................................in the district of
............................................................... as my/our proxy to vote for me / us on my / our behalf at the
13th Annual General Meeting of Company at Eden Hall, The Classique Club, Behind Infiniti Mall, New Link Road Andheri
(West), Mumbai 400 053 at 4.00 p.m, on Friday, the 18th September 2009 and at any adjournment(s) thereof.
Signed this ...............................day of .......................2009
Affix
One Rupee
Revenue
Stamp
Signature across Revenue Stamp

TEAR HERE
Note: The proxy form must be deposited at the Registered Office of the Company situated at 105/106, Provogue
House, Off New Link Road, Andheri (W), Mumbai 400 053 not less then FORTY EIGHT HOURS before the time for holding
of the aforesaid meeting.
PROVOGUE
Provogue (India) Limited
Registered Office :
105/106, Provogue House, Off New Link Road,Andheri (W), Mumbai 400053
ATTENDANCE SLIP
Folio No. ______________________________ No. of Shares held ____________________________________________
DP ID _______________________________________________ Client ID______________________________________
Mr. / Ms./Mrs. ______________________________________________________________________________________
Address: __________________________________________________________________________________________
I hereby record my presence at the 13th Annual General Meeting of the Company held at Eden Hall, The Classique
Club, Behind Infiniti Mall, New Link Road Andheri (West), Mumbai 400 053 at 4.00 p.m on Friday 18th September 2009.
(Proxy's Name in Block letters) _________________________________
(Member's /Proxy's Signature#)
1. Strike out whichever is not applicable

2. Please fill in this Attendance Slip and hand it over at the entrance of the meeting hall. Joint shareholders may
obtain additional Attendance Slip on request.
DISCOUNT VOUCHER
THIS DISCOUNT VOUCHER ENTITLES YOU TO AVAIL A DISCOUNT ON A SINGLE PURCHASE
OF PROVOGUE MERCHANDISE AT ANY PROVOGUE STUDIO THROUGHOUT INDIA
30%* OFF
STUDIO STAMP
VALID UPTO 31ST March, 2010
*Conditions Apply
The Victory Arts Foundation "We Can" Event in support of the Helen Keller Institute
st
This discount voucher is valid upto 31 March 2010 from the date of issue.
• Participation in this scheme is purely voluntary. • The discount vouchers cannot be
encashed under any circumstance. • No expenses incurred on travel to redeem the
voucher will be reimbursed. • The discount voucher is not valid in conjunction
with any other scheme or promotional offer or markdown sale.. • The discount
voucher can be utilized one time only. • The discount voucher shall be redeemed
against Provogue products only. • Appropriate details if asked for, like the Name,
Address, etc. shall be divulged before redeeming the voucher. • Provogue (India) Ltd.
shall have every right to refuse to offer the redemption to the person asking for it, if the
details furnished by the invitee are seen to be incorrect, and such decision shall be
final and binding on the person. • PIL will not accept any responsibility whatsoever for
the loss of the voucher during transit. • The decision of PIL in verifying the vouchers
submitted for redemption shall be final and no correspondence will be entertained in
this regard. • No person shall have any other right or entitlement other than what is
detailed herein above. • All disputes arising out of or in connection with this scheme are
subject to the exclusive jurisdiction of courts in the city of Mumbai only, to the exclusion
of all other courts. • One voucher redeemable against one time purchase only.
PROVOGUE SUPPORTS THE FOLLOWING NOT FOR PROFIT ORGANISATIONS
Valabhdas Dagara Indian Society
Victory Arts Foundation
&
Helen Keller Institute
For Contact Details
See Pages 30 to 33
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OVO G
OVO G
REGISTERED OFFICE:
105/106 PROVOGUE HOUSE, OFF NEW LINK ROAD, ANDHERI (W), MUMBAI 400 053, INDIA
www.provogue.net
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Dreams spawn ideas that

ANNUAL REPORT 2008-09 00 - 01

05 We’re more than just a brand

Provogue started as a dream in the

ANNUAL REPORT 2008-09 04 - 05

Dear Fellow Shareholders

It is a pleasure to address you again after what has

We must not minimize the challenges that lie ahead of

I'm confident we will emerge even stronger through

Nikhil Chaturvedi : Managing Director

values and focus on their

ANNUAL REPORT 2008-09 06 - 07

Dear Fellow Shareholders

We have lived through some of the most extraordinary

Our business model of a balanced portfolio of retail-

We had a relatively flat year due to the general

Our accessories business has grown significantly and we

Salil Chaturvedi : Executive Director

been possible without the Sincerely,

consistent support of our

ANNUAL REPORT 2008-09 08 - 09

REGISTRAR & TRANSFER AGENT

REGISTERED & CORPORATE OFFICE

ANNUAL REPORT 2008-09 10 - 11

Throughout our 10 year history we have focused

developed Indian consumer, designing fashion products that

extensive and then making them available across the

Make your customer successful and your company

We have many categories of customers to which this

ANNUAL REPORT 2008-09 12 - 13

Our reach is extended through a

ANNUAL REPORT 2008-09 14 - 15

intangible assets, ownership strategy designed around the Indian

of experience and yields in the future.

The balance of these three businesses is designed

Highly adaptive PROVOGUE BRAND

management premier fashion labels. We are continuously evolving

PROZONE-LIBERTY RETAIL INFRASTRUCTURE

ANNUAL REPORT 2008-09 16 - 17

To build deeper market penetration and enhance product

Our manufacturing assets have been augmented with the

ANNUAL REPORT 2008-09 18 - 19

RETAIL : OUR DNA

We have designed the store to also work for retailers

The slow down in real estate is presenting new and

A new brand identity is being developed to reflect

RETAIL : OUR DNA

We believe that specialist developers with a single minded

With our partners, Liberty International Plc, we are

1 MR. NIKHIL CHATURVEDI MR. RAKESH JHUNJHUNWALA

ANNUAL REPORT 2008-09 24 - 25

David Fischel is the Chief Executive of Liberty International Plc. He

David Fischel, Chief Executive, Liberty International Plc

John Abel, Director, Liberty International Plc

ANNUAL REPORT 2008-09 26 - 27

PROFIT AND LOSS ACCOUNT CONSOLIDATED STANDALONE

2008-09 2007-08 2006-07 2008-09 2007-08 2006-07

Operational Income 36,356 33,752 23,902 35,973 33,656 23,877

Decrease / (Increase) in Stocks (1,110) (3,233) (1,794) (1,101) (3,233) (1,794)

Profit Before Tax 8,173 3,120 2,266 4,034 3,260 2,320