Ajmer Institute of Technology Ajmer

A project report on “Fashion and provogue”

Submitted to : Mrs. Priyanka patni, Faculty, MBA,

Submitted by: Shubhendra kumawat & Vikas sharma MBA,3RD SEM(AIT)

AIT, ajmer


The FASHION INDUSTRY is always the core of an econoour’s growth. The subject matter of fashion industry has been changing at a rapid pace. About three decades ago, the scope of fashion industry was very limited in india. In the present scenario, the fashion is the most developed industry in india. There are many companies who are investing there funds in the fashion industry to earn profit by its growing opportunities. Not only in india, but also in all over the world, fashion is the most important industry, which is attracting the concentration of world class companies. In this way, provogue is the company which is providing its product with qualities to the customers. The provogue is the reknown company in india. As provogue is a growing company in fashion industry so we prepare a project report on FASHION AND PROVOGUE title to know the appearance of provogue in local market of ajmer. We hope to deliver through this project whatever is expected of me.

Shubhendra kumawat & Vikas sharma

Gratitude is hardest of emotions to express and often dose not find adequate words to convey all that we fell. We owe gratitude to several people who helped us in our course of project. If we were to sit down to map out all the contributors who have given time and shared their views and experiences to make this project possible. We would end up mapping out the long list. We express our gratitude to all of them. No single contribution alone lead to the success of endeavor and the same truth is true for this project study. First of all, We want to thank to the supreme power of the world and to our parents, who support us during this project. We don’t have any word to express our gratitude towards Mr. ABHESHEK KHANDELWAL, authority, provogue showroom, ajmer. We thanks him to his coordination, co-operation, advice. And for granting me permission to do fulfill our project questionnaire at the showroom. We express our heart felt thanks to our project guide Mrs. Priyanka patni, faculty, MBA, bhagwant university, ajmer for her generous guidance and full co-operation to us despite of her hectic schedule. This is not just a report that I carry with. But it gives our personality some new dimensions and a better outlook of corporate world with a diverse vision, a new horizon to plan our future. It gives me a boost to think big and aim for the best…

Shubhendra kumawat & Vikas sharma


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Provogue has always been seen as different from the rest of the pack of brands. Provogue’s brand statement “ Redefining fashion” and its innovative merchandise have created a niche in the minds of its consumers. The brand is retailed through selective stores in the country and leading National Chain Stores like Shopper's Stop, Lifestyle, Globus, Westside etc. More importantly, Provogue is also retailed through a chain of exclusive brand outlets called "Provogue Studio" at 70 locations which provide a unique retail environment to the consumer. Provogue was launched in a unique style with the first ever “All Ladies Audience Fashion Show” at one of the hippest night clubs ‘Three Flights Up’ in Mumbai. Subsequently, the company has conducted over 40 high profile and successful fashion events in the country. The major ones being the Fashion Nite in Delhi which featured the then ambassador Hrithik Roshan walk the ramp in Provogue fashion wear. The “Live your Dream” fashion show at the Gateway of India which featured CEOs of various companies strut the ramp in Provogue outfits. Fashion show at Jodhpur in the ‘Umaid Bhawan’ Palace which saw the models walk the ramp in Provogue outfits in the starry and truly royal night of Rajasthan. The Company has also conducted events in various prominent night clubs involving the countries leading Dj’s. Supermodels and Mega stars John Abraham, Hrithik Roshan and now Fardeen Khan are associated with Provogue as its Brand Ambassadors. Provogue-Society Young Achievers’ Awards: Provogue has been associated with The Society Achievers Awards for 1999 and 2000 All this has helped create an image of a designer brand in the minds of the consumer and thus the brand is seen as one offering fashion at affordable prices.

2000 IFA: Winner ‘Most Admired Product Launch’ - Provogue 2000 IFA Hall of Fame: ‘Most Admired Apparel Company in India’- Acme Clothing 2001 IFA: Hall of Fame ‘Most Popular Fashion Campaign of The Year’ - Provogue 2001 IFA Hall of Fame ‘Most Admired Apparel Company in India’ - Acme Clothing 2001 IFA Hall of Fame: ‘Most Admired Brand Professional of The Year’- Nikhil Chaturvedi 2003 Lycra® IFA: Hall of Fame ‘Most Admired Fashion Campaign of The Year’ – Provogue (for year 2002) 2003 Lycra® IFA Hall of Fame: ‘Most Admired Brand Professional of The Year’- Akhil Chaturvedi (for year 2002) 2003 Lycra® IFA: Winner ‘Most Admired Exclusive Brand Retail Chain Of The year’ – Provogue (for year 2002) 2004 Lycra® IFA: Winner ‘Fashion Retail Concept Of The Year’ – Provogue Lounge (for year 2003) 2004 Lycra® IFA: Hall of Fame ‘Most Admired Shirt Brand of The Year’ - Provogue (for year 2003) 2004 Lycra® IFA: Hall of Fame ‘Most Recalled Fashion Campaign Of The Year’ - Provogue (for year 2003)

2004 Lycra® IFA: Winner ‘Most Admired Exclusive Brand Retail Chain Of The year’ – Provogue (for year 2003) 2004 IFA: Hall of Fame ‘Retailer Of The Year in Fashion’ - Provogue (for year 2003-04) 2004 Golden Scale Award for the Best Brand in Apparel by CMAI 2004 2004 DFU’s inside Fashion brand award for excellence in retail performance 2005 Lycra® IFA Winner: ‘Most Admired Fashion Forward Brand of the year’-

In terms of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, (hereinafter referred to as the 'Regulations') the Company is required, inter alia, to frame a Code of Conduct for prevention of insider trading by employees of the Company, including the Directors, in relation to the securities of the Company.
'Securities' for the purpose of this Code shall include shares of the Company and related stock marketderivatives.

In line with the said Regulations, the following Code of Conduct (hereinafter referred to as the 'Code') has been adopted. II. DEFINITIONS 1. ‘Code’ means Provogue Code of Conduct for Prevention of Insider Trading 2. 'Company' means Provogue (India) Limited 3. ‘Compliance Officer’ shall mean Company Secretary of the Company. 4. 'Dealing in Securities' means subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities either as principal or agent. 5. Designated Employee' shall mean:a) All Directors, Executive and Non-Executive; b) All Presidents, Vice Presidents and Asst. Vice Presidents and General Mangers; c) All employees of Corporate Affairs, Secretarial, Finance & Accounts Department at Corporate/Registered Office; and d) Other employees as designated by the Board of Directors from time to time to whom the trading restrictions shall be applicable. 6. Dependent Family Members shall mean a relative of the designated employee who is dependent on designated employee. 7. Price Sensitive Information any information, which relates directly or indirectly to the company and which if published, is likely to materially affect the price of securities of Company. The following is deemed to be price sensitive information:a) Periodical financial results of the company; b) Intended declaration of dividends (both interim and final); c) Issue of securities or buy-back of securities; d) Any major expansion plans or execution of new projects;

e) Amalgamation, mergers or takeovers; f) Disposal of the whole or substantial part of the undertaking; and g) Any significant changes in policies, plans or operations of the company. 2 8. Relative shall mean any of the following persons:a) Husband b) Wife c) Father d) Mother (including step-mother) e) Son (including step-son) f) Son’s wife g) Daughter (including step-daughter) h) Father’s father i) Father’s mother j) Mother’s mother k) Mother’s father l) Son’s son m) Son’s son’s wife n) Son’s daughter o) Son’s daughter’s husband p) Daughter’s husband q) Daughter’s son r) Daughter’s son’s wife s) Daughter’s daughter t) Daughter’s daughter’s husband u) Brother (including step-brother) v) Brother’s wife w) Sister (including step-sister) x) Sister’s husband II. INTERPRETATION 1. Terms that have not been defined in this Code shall have the same meaning assigned to them in the Companies Act, 1956 and/or any other SEBI Regulation(s) as amended from time to time. 2. This Code can be modified/amended/altered only by Board of Directors of the Company. III APPLICABILITY 1. This Code shall be applicable on all the designated employees, present and future. IV CODE 1.0 PROHIBITION TO BUY / SELL SECURITIES OF THE COMPANY BY DESIGNATED EMPLOYEES 1.1 Designated Employees when in possession of any unpublished price sensitive information pertaining to the Company, shall not: 3 1.1.1 Buy/sell securities of the Company, either on their own behalf or on behalf of any other person. 1.1.2 Communicate, counsel or procure any unpublished price sensitive information

to/from any person. 2.0 RESTRICTION TO BUY/SELL SECURITIES BY DESIGNATED EMPLOYEES 2.1 Designated Employees and Directors shall not buy/sell securities of the Company during Closure of the 'Trading Window', i.e. the period during which trading in the securities of the Company is prohibited. 2.3 The trading window for following events shall be advised by the Compliance officer appointed by the Board for the purpose of this Code: 2.3.1 Declaration of financial results (quarterly, half yearly and annual); 2.3.2 Proposal in respect of issue of securities by way of public/ rights/bonus etc.; 2.3.3 Proposal in respect of significant expansion plans or execution of new projects; 2.3.4 Proposal in respect of amalgamation, mergers, takeovers and buyback; 2.3.5 Proposal in respect of disposal of whole or substantially the whole of the undertaking; 2.3.6 Declaration of Dividends (Interim and Final); 2.3.7 Any change in Policies, plans or operations of the Company; and 2.3.8 Any other information which can be considered to be price sensitive The trading window will be closed from the date of circulation of agenda of board meeting among the Board of Directors. The Trading Window shall be opened after passing of 24 hours of conclusion of Board Meeting in which the Financial Results as above are approved. 2.4 All Securities acquired by Designated Employees must be held for a minimum period of 30 days. However, in circumstances of personal emergency, an application may be made to the Compliance Officer requesting for a waiver of the holding period, explaining reasons for the same. The application for permission to sell securities within 30 days of Purchase shall be made to compliance Officer of Company in format specified in Form II of the Code. The Compliance Officer, on being satisfied of the reasons may grant a waiver from this condition. 4 2.5 Designated Employees are required to obtain the pre-clearance of the proposed acquisition/purchase/sale transactions by themselves or through their dependent family members as per the procedure described hereunder if the said transaction of the securities of Company is in excess of 500 in number or Rupees Two Lac in market value, whichever is lower, in transaction(s) in a single day. The application for pre-clearance shall be made to compliance officer of Company in format specified in Form I of the Code. 2.6 The Compliance Officer will scrutinize the application within 2 working days of submission and communicate the approval/ refusal to the applicant. The decision of the Compliance Officer in this regard will be final. In the absence of the Compliance Officer, the pre-clearance application will be decided upon by the Managing Director. 2.7 The pre-clearance approval shall be valid only for one week from the date of communication and shall lapse thereafter. If the transaction is not consummated within one week from the approval date, the Employee/ Director will be required to follow the process of pre clearance again. 2.8 The requirements of pre- clearance of a proposed transaction shall not apply in the following cases:

2.8.1 In the event of participation of a public event i.e a rights or a bonus issue. 2.8.2 In the case of any acquisition of shares through transmission or inheritance, or like mode. 2.8.3 By way of any court settlement or award thereof. 3.0 DISCLOSURES 3.1 Designated Employees shall make the following disclosures of shares and other securities held in the Company by them and their dependant family members, to the Compliance Officer: Initial Disclosure: 3.2 (1) Any person who holds more than 5% shares or voting rights in any listed company shall disclose to the company in Form A, the number of shares or voting rights held by such person, on becoming such holder, within 4 working days of :— (a) the receipt of intimation of allotment of shares; or (b) the acquisition of shares or voting rights, as the case may be. 3.3 Any person who is a director or officer of a listed company, shall disclose to the company in Form B, the number of shares or voting rights held by such person, within 4 working days of becoming a director or officer of the company. 5 Continual Disclosure 3.4 Any person who holds more than 5% shares for voting rights in any listed company shall disclose to the company in Form C the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below 5%, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds 2% of total shareholding or voting rights in the company. 3.5 Any person who is a director or officer of a listed company, shall disclose to the company in Form D, the total number of shares or voting rights held and change in shareholding or voting rights, if there has been a change in such holdings from the last disclosure made under sub-regulation (2) or under this sub-regulation, and the change exceeds Rs. 5 lacs in value or 25,000 shares or 1% of total shareholding or voting rights, whichever is lower. 3.6 The disclosure mentioned in sub-regulations (3) and (4) shall be made within 4 working days of : (a) the receipts of intimation of allotment of shares, or (b) the acquisition or sale of shares or voting rights, as the case may be All the disclosures by the Directors and Designated Employees as mentioned above should be made in the prescribed formats as given under this Code and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as the case may be. The disclosures which are not in conformity with prescribed formats will be considered as a violation of this Code and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992and will attract the provisions of Reg 4. 4.0 PENALTIES FOR CONTRAVENTION 4.1 Violation of this Code will invite severe disciplinary action. Such disciplinary action will be irrespective of action that may be taken by SEBI under the Regulations. 5.0 GENERAL

5.1 Employees are advised to pursue the Code and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended from time to time, carefully and acquaint themselves with all the provisions contained therein. The Compliance Officer will be available for clarification / assistance that may be necessary

Code of Conduct for Directors and Senior Managerial Personnel
Provogue (India) Ltd believes and practicing the principles of good corporate governance over the years which include respect for human values, individual dignity and adherence to honest, ethical and professional conduct. This Code of Conduct ensures compliance with the provisions of revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges. This Code of Conduct is applicable to the Directors on the Board of the Company and Senior Managerial Personnel as a member of Core Management Team excluding Board of Directors and one level below the Executive Directors including Functional heads. The Directors and Senior Managerial Personnel shall confirm that they have received, read and understood the Code of Conduct. They further agree to comply with the Code in the format specified on an annual basis. 1. Honest & Ethical Conduct: a) The Directors and Senior Managerial Personnel shall act honestly, fairly, ethically with loyalty and conduct themselves in a professional, courteous and respectful manner. b) The Directors and Senior Managerial Personnel act in the best interest of the Company and in a manner to enhance and maintain the reputation of the Company, and fulfill their fiduciary duties to the stakeholders of the Company. c) The Directors and Senior Managerial Personnel expected to act in good faith,

with responsibility, due care, competence, diligence and independence. d) The Directors and Senior Managerial Personnel should treat their colleagues and other associates of the Company with dignity. 2. Confidentiality of Information: Every Director and Senior Managerial Personnel has to secure, preserve, safeguard and use discreetly, confidential information in the best interest of the Company. He should not divulge or communicate such information to third parties except when authorized for the business reasons. 3. Conflict of Interest: a) The Senior Managerial Personnel should avoid any relationship, influence or activity that may impair the ability to make objective and fair decisions. b) The Executive Directors and Senior Managerial Personnel should avoid the acceptance or continuation of any position of influence or of pecuniary interest, directly or indirectly, in any other organization or indulge themselves in a business, without prior approval of the Board/Committee, during their tenure, which is in competition with the Company. c) The Senior Managerial Personnel are responsible for effective control and appropriate use of all Company’s resources entrusted to them in the official discharge of their duty.

4. Compliance with Laws and Regulations: a) The Directors and Senior Managerial Personnel are expected to comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company. b) The Directors and Senior Managerial Personnel should also abide by the SEBI (Prohibition of Insider Trading) Regulations, 1992 and also the internal procedure as adopted by the Board of Directors.

5. Clean Environment, Safety & Health In all aspects of company’s operations, its employees, customers and society, safe, healthy and clean environment shall be given prime importance.

6. Amendment to the code of Conduct of the Company Any amendment or waiver of any provision of this Code should be approved by the Company’s Board of Directors and disclosed on the Company’s website.

The Provogue brand continues to build its strong emotional connection with its customers. Our understanding of what India’s contemporary fashion consumers want and need has led to the development of an iconic brand, which continues to be our key differentiator in India’s fashion and lifestyle market. Provogue always strives to scale up its brand equity through effective brand positioning, extension of products, expansion of markets and an enhanced store experience. Having successfully established itself as the brand of choice for youthful fashion conscious customers, we are now working to keep these customers for life and to win the hearts of new consumers entering the market for the first time. We are very proud of our brand ambassadors, who are icons in their fields and who represent the energy, youth and dreams of new India. We salute Saif Ali Khan, Esha Deol and Upen Patel for their support and the shared dream of new India that inspires us. Provogue fashions have an enduring appeal across apparel and accessories and we continue to strategically develop and expand the merchandise collections. From a menswear brand, Provogue evolved in to contemporary fashion house for men, women and the home. Accessories form an important part of

the enhanced Provogue collection. 2008 saw the launch of several new categories in fragrances,footwear and costume jewelry adding to existing range, which encompasses belts, innerwear, socks, wallets, caps and cufflinks. Provogue is available through 228 outlets in 66 cities across the country. 124 own stores are now open and we’re proud of our shop-in-shop partners who have dedicated space to the Provogue brand. These partners are the leading department stores and specialty fashion formats in India. We will continue to roll-out new stores and penetrate more markets to keep ahead of the new consumption surge that is sweeping the nation and reaching into the smaller towns. If there is a demand for fashion, Provogue aims to be there first and to win the hearts and minds of every brand conscious consumer no matter where they live. We also carefully monitor the performance of our existing shops and are on a continued quest to upgrade our environments and ranges to meet the needs of every local community. Shopping at Provogue is not just about buying new clothes – we want it to be an experience. Something to remember … in an inspiring atmosphere that reflects what’s great about new India and the dreams we all share. Store designs and layouts are evolving to reflect a new lifestyle. We are excited to be a part of any new shopping center that we believe will serve customers. Our new large format stores from 5,000 to 10,000 square feet truly capture the spirit of Provogue and celebrate being an Indian brand in India at this time in our history. We are passionate about the Brand and are determined to build upon its significant market position as an icon of Indian fashion and lifestyle.

Prozone-Liberty is in high gear preparing for launch of the first mall in FY 2010. Construction at Aurangabad is well advanced and teams are well entrenched in the process of completing India’s first regional shopping centre in a Tier 2 city. With a local catchment area of over 2 million inhabitants, our world-class retail and entertainment concept will offer a large catchment area in the State of Maharashtra a chance to enjoy a shopping experience never before seen in this country –

an experience the whole family can enjoy time and time again. Close working ties with our joint venture partner, Liberty International Plc* have been optimized with their Chief Executive and a senior Director joining the Prozone-Liberty board in India. The full weight of Liberty International’s experience is on offer to our business and our teams are in close liaison to ensure that we capture every learning from their 30 year experience in the retail infrastructure development and management. We believe that the success of a shopping centre hinges on the details. Details in design for the retailer and the shopper. Details on internal infrastructure such as car parking, amenities and services. 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 their careers there. We believe in designing a shopping centre right the first time and building it to last. We believe in working with local authorities to optimize its value to the local community. We believe in training and offering every family in the region a chance for a member to begin a job they will be proud of. We believe that world-class shopping centers can be the heart of India’s new town centers and spawn hotels, commercial offices and new residential communities to spring up around them. We believe we are investing in the retail future of India and we look forward to customers exploring a whole new world on their doorstep.Prozone-Liberty plans to develop a number of regional mixed-use retail centric shopping centers across India and Aurangabad will pave the way for our business model. explore

The definition of special children refers to those who show persistent slow learning of basic motor and language skills, often with IQs below 80. Causes range from hereditary, 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. .VALABINDAS DAGRA INDIAN SOCITY VDISMR has been working with special children since 1973. Over the years more than 8,200 students have benefited from the various services offered by the institute. Services such as early detection, intervention, training, education, remedial training, vocational rehabilitation, job placements etc. VDISMR is one of the few societies in Mumbai, which covers the entire spectrum from training and rehabilitating of special children to systematic medical research for cures to for these diseases. Some of the programs on offer are Special Education, Vocational Rehabilitation,Training and Infant Care among others. Facilities such as Teachers Training Programmes, a Recreation Centre, and a Gymnasium are also located within the centre. Students range in age groups infants to 18 years, when they are considered rehabilitated and ready to reenter society as productive individuals. Presently more than 500 students are benefiting from various services. Scientific processes and systematic training grooms children to reach higher levels of expertise in whatever 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 the costs and expenses are covered through government grants and parental contributions.The success of the rehabilitation programme is evident through children mastering a variety of skills that others take for granted such as singing, public speaking, and vocational skills. VDISMR students have won sporting competitions in Mumbai in and have won medals at the World Summer Games held in the USA and China. The Big Wonder musical show has been a smash hit with over 40 shows in Mumbai and one in Bangkok, Thailand. Ambitious plans for the future involve Residential Facilities for Male and Female Training and Care Groups, Initiation of Public and Private partnerships to ensure financial support of the wards, Centralized Marketing and Networking of the goods prepared by our students and Investments in Stem Cell therapy to assist special children.The above paintings have been provided by the children from Valabhdas Dagara Indian Society for Mentally Challenged. Provogue supports not-for-profit foundations helping special children in India

Special children in India

India’s consumption story

India’s consuming class at 300 million is expected to grow to 500 million within the next few years. Today India is the 4th largest economy in terms of Purchasing Power Parity, after the USA, China and Japan. Globalisation in India has transformed the country’s system and reports forecast India to be the third largest economy in the world by 2040. The new India consumer wants to spend on fashion and lifestyle in contrast to former generations. Against this backdrop Provogue is well positioned as the consumption story continues to evolve. Provogue Our core business, the Provogue brand, has achieved critical mass and our fashion retail stores, spread across 66 cities, have the necessary central infrastructure in place in both the front and the back end. Learnings from other countries suggest that a proven brand model, which has flourished through the start-up phase in its domestic market and which has over 100 locations under management can grow exponentially in the second phase of growth. China, Europe and America have many examples of fashion and lifestyle brands that have followed this pattern. Having reached this threshold, we are prepared for future growth both in India and, when appropriate, overseas. Promart The first two stores have produced the learnings required to finalise the off-price retail model. Private labels have been added to the national brand collection to enhance margins and we will now extend retail reach into the value pyramid by adding more stores in other cities. A combination of increased demand for fashion and the effect that mixed local economic conditions have on consumer preference for value are expected to fuel demand for off-price brands. Our entry into the mass fashion market with Promart has been timely. Prozone-Liberty We have always sought out the best knowledge partners to help us build our businesses. We could not wish for a better partner in retail infrastructure than Liberty International Plc. Their culture of mentoring and transparency has enabled us to significantly accelerate the learning curve at Prozone and we look forward to a rewarding future together. In terms of assets, we have significantly strengthened our human resources this year across all disciplines including leasing, project management, design, legal, construction and mall management. In addition, retail properties, as an asset class, show maximum resilience in adverse property cycles due to the nature of the consumer interface leading to reliable lease revenues. Under present conditions, we expect improved land opportunities at locations and prices that match our business model, resulting in better deal flow. In tougher times, the longer term players with strong convictions come through so the shortage of supply vs demand for quality retail real estate could very well improve further in our favour.

Bibliography Annual report of provogue pvt. Ltd. www.provogue.net

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