Prozone Realty Seeks ₹5.12 Crore Remuneration Waiver

Key Resolution Details

The company is seeking shareholder approval through postal ballot (remote e-voting only) for one special resolution:

Resolution 1: Waiver of recovery of managerial remuneration paid to Mr. Salil Anupendra Chaturvedi

Purpose: To waive recovery of remuneration amounting to ₹5,12,36,782 (Rupees Five Crore Twelve Lac Thirty-six Thousand Seven Hundred and Eighty-two only) paid to Mr. Salil Anupendra Chaturvedi (DIN: 00004768) during his tenure as Deputy Managing Director.
Period Covered: 27th February 2020 to 10th September 2024
Legal Basis: Pursuant to Section 197(10) of the Companies Act, 2013 read with Schedule V and other applicable provisions
Reason: The Central Government rejected the company's application for his re-appointment as Deputy Managing Director vide letter dated 10th September 2024, making the remuneration paid during this period technically recoverable under law.

Background and Rationale

Mr. Salil Anupendra Chaturvedi was re-appointed as Deputy Managing Director for three years effective 27th February 2020, with approvals from the Nomination and Remuneration Committee, Board of Directors, and shareholders. The company applied for central government approval as required under Clause (a) of Part I of Schedule V of the Companies Act, 2013. The Central Government rejected this application on 10th September 2024, resulting in Mr. Chaturvedi ceasing to hold office as Deputy Managing Director and being re-designated as Non-Executive Director.

The company states that Mr. Chaturvedi duly discharged his duties during this period, and the remuneration was paid in accordance with terms approved by the Board and shareholders. The company examined the grounds for rejection and raised objections, and Mr. Chaturvedi also sought restoration/reconsideration from the Central Government, but no favorable outcome has been received.

Voting Process Details

Cut-off Date: 31st July 2026
Voting Period: 09:00 AM on 8th August 2026 to 5:00 PM on 6th September 2026
Voting Method: Remote e-voting only (no physical ballot forms)
E-voting Agency: MUFG Intime India Private Limited (RTA)
Scrutinizer: Mr. Vaibhav Dandawate (Membership No.: A51538, CP No.: 27947) or failing him Ms. Deepti Kulkarni (Membership No.: A34733, CP No.: 22502) of M/s Makarand M. Joshi & Co., Practicing Company Secretaries
Result Declaration: On or before 8th September 2026 on company website and communicated to BSE, NSE, NSDL, and CDSL

Financial Information (Annexure Disclosure)

The explanatory statement includes financial performance data for context:

| Income from Operations | 1,044.93 | 1,048.88 | 1,081.93 |

| Add: Other Income | 1,827.91 | 1,032.15 | 1,551.57 |

| Total Income | 2,872.84 | 2,081.03 | 2,633.50 |

| Less: Total Expenditure | 1,897.21 | 1,511.18 | 1,521.19 |

| Profit/(loss) before Tax | 975.63 | 569.85 | 1,112.31 |

| Less: Tax expenses/(Credit) | 256.45 | 208.98 | 477.82 |

| Profit/(loss) after Tax | 719.18 | 360.87 | 634.49 |

Document Availability

The Postal Ballot Notice is available on the company's website (www.prozonerealty.com), BSE website (www.bseindia.com), NSE website (www.nseindia.com), and the e-voting agency's website (https://in.mpms.mufg.com/).