Page Industries Ltd
Directors Reports
Your Directors take pleasure in presenting the 27th Annual Report of the
Company together with its audited accounts for the year ended 31 March 2022.
FINANCIAL RESULTS
Financial results for the year under review are summarised below:
| Particulars |
2021-22 |
2020-21 |
| Revenue from operations (net) |
38,865 |
28,330 |
| Profit before Interest, Depreciation & Tax |
8,065 |
5,460 |
| Less: Finance Cost |
322 |
297 |
| Profit before Depreciation and Tax |
7,743 |
5,163 |
| Less: Depreciation |
655 |
629 |
| Profit before Tax |
7,088 |
4,534 |
| Less: Tax |
1,723 |
1,128 |
| Profit for the year |
5,365 |
3,406 |
| Other comprehensive income, net of tax - gains/ (losses) |
18 |
33 |
| Total Comprehensive income, net of tax |
5,383 |
3,439 |
| Retained earnings- Opening Balance |
7,585 |
6,935 |
| Profit for the year |
5,365 |
3,406 |
| Less: |
|
|
| Interim Dividends |
3,346 |
2,789 |
| Re-measurement (+/-) on defined benefit plans |
(18) |
(33) |
| Transfer to any reserve |
- |
- |
| Retained earnings- Closing Balance |
9,622 |
7,585 |
| Earnings per share (Basic / Diluted) (`) |
481.03 |
305.35 |
FINANCIAL HIGHLIGHTS & PERFORMANCE
Your Directors wish to inform that during the financial year ended 31 March 2022 the
revenue from operations of the Company increased from Rs.28,330 million to Rs.38,865
million a growth of 37%. The profit before tax for the year under review stood at Rs.7,088
million as against ` 4,534 million of last year which is an increase of 56 %. The profit
for the year stood at Rs.5,365 million as against Rs.3,406 million of the previous year
representing a growth of 58%.
Covid -19:
The manufacturing facilities were non-operational for a brief period during Q1-FY22,
owing to Government-imposed lockdown during the second wave of the Covid-19 pandemic.
Operations resumed from May 2021 with the entire staff retained and salaries distributed
on time. The entire team across departments adapted to the pandemic-induced change in
work-environment to ramp up production and achieve significant growth.
The Company adopted shift-operations to maintain restricted flow of workers and
employees and maintain Covid-19 protocols of social distancing that has helped in maximum
capacity optimization. The manufacturing and warehousing facilities have returned to
normalcy by mid Q2 FY22, and we continue to closely monitor the work atmosphere to ensure
employee-safety. Our robust compliance team works in tandem with vendor partners with
expertise in health and safety protocols.
The Management is happy to report that we have crossed 100,000 Multi Brand Outlets in
October 21 and 1000 Exclusive Brand Outlets in September 21. All our sales channels are
now fully functional. The Company reported historical revenues and profits during the
third quarter of this year under review.
The Company established a dedicated sales team for its athleisure business in the year
2019. This has amplified our distribution footprint even during the pandemic which comes
not just from new apparel stores, but even from our existing innerwear stores. A strong
brand identity for our EBOs reflects the range and popularity of our athleisure products
as the demand for this well-received category has seen an upsurge with every quarter. This
has also helped us acquire a large consumer base for Jockey athleisure and work backend
towards capacity augmentation.
In the last four years, the Company has built an exclusive and extensive product
portfolio for its women consumers under the sub-brand Jockey Women. This has helped us
create a distinct identity in this segment and added to healthy business growth.
The Company’s kids wear business has received very encouraging feedback and
acceptance from our consumers and continues to be a special focus area. The Company is
focusing on capacity creation and supplies in this category to meet demand. The Company
has over 71 Exclusive Brand Outlets under Jockey Junior along with specific channel
partners across 50 cities.
DIVIDEND
During the year 2021-22, your Directors have declared interim dividends on 12 August
2021 (First Interim dividend of Rs.50 per share), 11 November 2021 (Second Interim
dividend of Rs.150 per share), 10 February 2022 (Third Interim dividend of Rs.100 per
share) and 26 May 2022 (Fourth Interim dividend of Rs.70 per share) on an equity share
value of Rs.10 each amounting to ` 4127 million. In total, four interim dividends have
been declared and paid. The Board has not recommended any final dividend.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") is available on the Company’s website on https://www.pageind.com/policies-documents
Dividends have been accounted as per IND AS, as detailed in "Statement of Change
in Equity" of the financial statement.
JOCKEY
Jockey brand is distributed across 2,852+ cities and towns. The products are sold
through Exclusive Brand Outlets (EBO), Large Format Stores (LFS) and Multi Brand Outlets
(MBO), as well as through Online channel. Across the above channels, the brand is present
in more than 1,10,548+ stores.
During the year 2021-22, the Company through its authorised franchisees opened 211 EBOs
highest ever in any financial year, taking the total number of "Jockey EBOs" to
1131 which includes 48 exclusive "Jockey Woman" EBOs and 71 exclusive
"Jockey Junior" EBO’s. These outlets are spread throughout India covering
not only the metro cities but even Tier II and Tier III towns as well. This is an
indicator of the growth potential of the Jockey brand in such towns.
Apart from the domestic EBOs, the Company has nine operational EBOs outside India, six
in UAE and three in Sri Lanka, while another six stores are work-in-progress in UAE(four),
and one each in Qatar and Oman. Your company is confident of leveraging opportunities in
these new markets.
The online retail business has also shown significant growth, both through the brand
website www.jockey.in as well as with our key e-commerce partners.
SPEEDO
The swimwear industry in India came under a significant impact owing to COVID-19
lockdowns during most part of the financial year 2021-22, with partial restrictions for
swimming pools in health clubs, hotels, apartment complexes and schools. The Speedo brand
has achieved a turnover of Rs.168 million in the financial year 2021-22 as against
previous year sales of Rs.26 million. As on 31 March 2022, Speedo brand is available in
1,340+ stores, 26+ EBOs and 12+ Large Format Stores across 230+ cities in India. The
Company commissioned a study by the global marketing research firm AC Nielsen on the
swimming market in India. The study reflects a promising and fast evolving market for both
swimwear and swimming equipment. Your Directors are confident that the Speedo business
will experience healthy growth in the coming years to make Speedo a dominant brand in the
premium swimwear market.
EXPANSION AND NEW INVESTMENTS
The financial year under review was witness to remarkable growth, barring the two
months of pandemic-induced lockdowns. Operations and manufacturing was well-equipped to
meet the demand for FY23 with capacity enhancement increase in shift operation and
additional capacity in a few areas.
The Company is planning an additional 40,000 sq ft space adjacent to our existing
elastic manufacturing premises at Hassan, to meet the growing requirements of women’s
dyed elastic.
The Company has planned a ‘Cup Molding & Hook-n-Eye Forming Project’ at
Hassan to produce in-house Bra Cups and Hook-n-Eye forms. The project is planned by Q3 of
FY23. This facility will reduce our import dependency while focusing on improving quality,
lead time and cost control. The Company is adding a 120,000 sq ft elastic manufacturing
set-up at Mysore to include imported high-end jacquard and knitted looms to produce
complex technical designs in-house for the Premium category. The project is expected to be
commissioned before the second half of FY23.
To meet the increased demand in the premium vertical, the Company is planning an 80,000
sq ft Cut-to-Pack facility in Mysore. The commissioning is expected before the end of
current financial year.
As mentioned in the previous year Directors’ report, work at the Odisha plant for
the Company’s modern classic vertical is in progress after obtaining required
approvals from various statutory authorities. The facility is planned to commission in the
last quarter of this year. Spread across 29 acres, the facility will have a state-of-
the-art campus with Central Stores, Elastics, Socks and Cut to pack manufacturing
activities. The facility is being built by renowned contractors and meets highest
standards of IGBC certification. The Company is working towards significant capacity
expansion in its Socks division with an additional 60 advanced knitting machines at the
Bangalore facility to meet demand. This is planned in Q3 of FY’23.
The Company has set up 30,000 sq ft state-of-the-art Product Design Technology center
at Bangalore and has been operational from Feb’22. The following are other projects
in pipeline project and in progress:
• Expansion of the warehouse at Bangalore and North India.
• NABL Accreditation Lab at Mysore facility.
• Digitization projects in pipeline to improve various business activities: o
Enhancement of floor management system o Advanced planning and scheduling system o
Automated inspection and classification system o Vendor management system
The Company has also planned a 20,000 sq ft yarn/ greige fabric store at Tirupur to
cover strategic stock positioning, contributing significantly in a volatile commodity
market for yarn. This facility is expected to be commissioned during first quarter of the
current financial year
The Company has undertaken several energy-saving and compliance initiatives that are in
line with our Sustainability philosophy and engaged with our supply partners in RSL,
Oekotex and ZLDC. Our units participated and won the 5S Sustenance level award, EHS award,
NAMC Gold Award.
ENVIRONMENT, HEALTH, AND SAFETY
The health and safety of our employees and operating environment is of prime
importance. We are committed to maintaining a healthy, safe, ergonomic, and clean working
environment for all our employees, contract workers, visitors and stakeholders engaged in
our business operations.
Environment
Our EHS strategies are directed towards conducting our business in a safe and
environmentally responsible manner across all our operations, by optimizing the
consumption of natural resources, through sustainable production, effective recycling,
reuse of waste, and providing a safe and healthy workplace. We are a responsible producer
and all our units have pro-actively complied with all applicable EHS laws and regulations,
both in letter and spirit.
Chemical Management
To ensure the procurement of non-hazardous chemicals and the replacement of hazardous
chemicals with safer alternatives, the Company has framed and adopted a Chemical
Management Policy with the following objectives:
• To ensure the use of non-hazardous chemicals or least hazardous chemicals during
product manufacturing, the chemicals used are compared against the ZDHC MRSL (Zero
Discharge of Hazardous Chemicals - Manufactured Restricted Substance List).
• Established RSL policy (Restricted Substances List).
• CAS Numbers (Chemical Abstracts Service) are screened against ZDHC MRSL
requirement before procurement.
Responsible Waste Management
The Company has carried out the following activities to ensure responsible management
of waste and its traceability:
• A waste stream audit is carried out at hazardous waste handler’s
facilities.
• Sub vendors who handle our recycled product or waste have also been audited.
• 5466107 Kgs of Non-Hazardous Waste has been recycled in the financial year
• 252000 Kgs of Elastic Waste sent to Dalmia Cement (Calorific value harnessed in
kilns for cement manufacturing)
Health
The health and wellness of our employees remains a priority for us. Numerous health and
wellness programs were conducted across all Units and Offices to promote good health and
hygiene habits. In addition to the routine awareness programs and check-ups, the following
activities have been undertaken this year:
• Inhouseparamedicteamshaveinitiated"Occupational Health Counselling".
• WASH pledge awareness sessions are conducted at regular intervals.
• Precautionary steps taken to prevent the spread of Covid-19: o Government
COVID-19 guidelines are strictly adhered to prevent the spread, o Regular awareness
created via direct communication on the shop floor and via PA system and posters, o Touch
free mechanisms were assessed and upgraded such as sensor-based sanitizer dispensers etc.,
o Ensured that social distancing is marked and not deviated, o Regular disinfection across
all areas, o COVID-19 Emergency response team has been formed and o A team called
"COVID Police" was formed to ensure adherence to COVID – 19 safety
protocols.
Safety
We are inculcating a safety culture by adopting EHS standards that incorporate best
standards, codes, and practices, and are verifying the same through regular audits. Some
of the important activities/achievements of safety team include:
• Great year in terms of accident prevention as we have achieved "No Lost
Time Injuries" in FY 21-22, while recording 84,439,616 million safe working hours.
• 14 near-miss cases were identified and reported in the year by employees using
reporting cards placed near suggestion boxes.
• Posters designed in-house displayed at conspicuous locations at manufacturing
sites to increase awareness and enhance safety culture among all employees and
stakeholders.
• Several preventive measures were carried out to curtail electrical fires
including upgrading of electrical panel protection systems, arc flash study, lightning
risk assessment study and frequent external audits.
• Upgradation of firefighting systems.
• A customized EHS data Management System is in pipeline to strengthen accident
analysis, closing of audit observations and safe work permit system. We participated in
the 4th Safety, Health and Environment competition organized by ABK - AOTS Dosokai, Tamil
Nadu Centre where six of our manufacturing units were awarded under different categories
We participated in the 14th edition of the CII -SR EHS excellence awards to showcase
our best practices and leadership commitment to Environment, Health and Safety. Our units
20 and 25 won the silver and bronze award respectively.
We have in place an Internal Complaints Committee (ICC) in compliance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The
committee members routinely meet employees, conduct awareness sessions and deal with
complaints, if any, promptly and in a transparent manner.
PROSPECTS
We are encouraged by the enduring brand equity, image, and leadership of the Jockey
brand along with the rising strength of the Speedo brand in their respective markets. We
will continue our persistent efforts towards customer satisfaction by creating some of the
finest products that reflect style, design, comfort, fit and quality across verticals: -
Jockey Men’s, Women’s and Kid’s Innerwear, Athleisure, Socks and
Accessories, as well as Speedo Swimwear and Swim related equipment.
The Jockey brand continues to rise to the results of an independent ‘brand
health’ study carried out earlier by Nielsen Research Agency which rated the Jockey
Brand Health in India among the most powerful brands in their research experience across
all categories. The research involved fourteen cities across all four zones in the nation.
Jockey brand scored a Brand Equity Index of 4.6 on a scale of ten in the Men’s
Innerwear category and 2.9 in the Women’s innerwear category. To put things in
perspective, worldwide only 23% of brands across all product categories score a Brand
Equity Index 3.0 or over on a scale of ten and only 8% of brands score 5.0 and above.
Jockey India Brand Equity Index scores were way above all other brands in both the
Men’s and Women’s Innerwear categories.
Another brand health study conducted by Kantar IMRB measured the Brand Equity of the
Jockey brand using a propriety tool called ‘Brand Spring’ (a composite of
‘to what extent consumers are familiar with the brand’ and "what the
consumers’ reaction is to the brand"). The results were very encouraging and
showed a Brand Spring score for Jockey Men’s and Women’s products far higher
than any other brand in the respective categories.
WithcontinuedsupportfromJockeyInternational,USA, Speedo International, UK, and access
to ideas, trends and innovations from forty other Jockey international licensees
throughout the world, we stand by our long-term commitment to novelty and innovation, be
it in product, technology upgradation, back-end processes or marketing. With our strong
in-house product development, back-end capabilities, manufacturing expertise and our
continuously evolving state-of-the-art technology, combined with a very strong
distribution network, we remainoptimistic about the prospects of the brand and expect
continued healthy sales growth and profitability in the coming years, further
consolidating our position in the premium market for Innerwear, Athleisure, Socks,
Swimwear & Swim equipment.
HUMAN RESOURCES/INDUSTRIAL RELATIONS
A detailed section on Human Resources/Industrial Relations is provided in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, five Board Meetings and four Audit Committee Meetings
were duly convened and held; the details of which are given in the Corporate Governance
Report along with the details of composition, category, dates of the meeting, attendance
and such other details.
The Board of Directors consists of a balanced profile of members specializing in
different fields that enables it to address the various business needs of the company,
while placing very strong emphasis on corporate governance.
DIRECTORS
Appointment of Mr. Rohan Genomal as Executive Director
Based on recommendation of the Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on 11 November 2021, unanimously appointed Mr. Rohan
Genomal [06970529] as additional director, designated as Executive Director –
Strategy for a term of 5 years commencing from 11 November 2021 to 10 November 2026 (both
days inclusive), subject to Shareholders approval. The shareholders approved the
appointment through postal ballot.
Resignation of Mr. Sunder Genomal as Managing Director
Mr. Sunder Genomal, [DIN 00109720] Managing Director, has submitted his resignation
letter on 28 February 2022 to relinquish the position of Managing Director from the
closing of business hours on 31 May 2022, further, Mr. Genomal has expressed his
willingness to continue to contribute to the Company’s success and long-term growth
in the capacity of Non-Executive Director. In the letter he mentioned that
"The Company is blessed with a passionate team that has inherited and embraced the
ethos, culture, values and vision of the founders, a young team full of fresh thoughts and
innovative ideas. I feel this is an opportune time for me to step down from the position
of MD and transition to a new MD, who will lead the Company in its next phase of
growth."
Resignation of Mr. Sunder Genomal from the office of Managing Director was accepted by
the Board of Directors. The Board expressed its gratitude for the invaluable contribution
made by Mr. Sunder Genomal since inception of the Company.
Appointment of Mr. Sunder Genomal as Non-Executive Chairman
The Nomination and Remuneration Committee at its meeting held on 1 March 2022, as part
of succession plan of the Company, recommended to appoint Mr. Sunder Genomal [DIN
00109720] as Non-Executive Chairman of the Company with effect from 1 June 2022. The Board
unanimously accepted the recommendation of the Nomination and Remuneration Committee and
appointed Mr. Sunder Genomal as Non-Executive Chairman of the Company with effect from 1
June 2022. The Board of Directors thanked Mr. Sandeep Maini [DIN 01568787] for his
contribution as Chairman of the Company.
Appointment of Mr. V S Ganesh as Managing Director
Based on recommendation of the Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on 1 March 2022, unanimously appointed Mr. V S Ganesh [DIN:
07822261] as Managing Director of the Company for a period of 5 years effective 1 June
2022 subject to the approval of Shareholders. The shareholders approved the appointment as
Managing Director through postal ballot.
Appointment of Mr. Arif Vazirally as Independent Director
The Nomination and Remuneration Committee at its meeting held on 26 May 2022 evaluated
skills, knowledge and experience Mr. Arif Vazirally [DIN 00256108] and recommended to the
Board for appointment Mr. Arif Vazirally as Independent director.
The Board of Directors at its Meeting held on 26 May 2022 accepted the recommendation
of the Nomination and Remuneration Committee and appointed Mr. Arif Vazirally [DIN
00256108] as Additional Director in the category of Independent Director. He shall hold
the office up to the date of the ensuing Annual General Meeting. The notice under section
160(1) of the Companies Act, 2013 has been received from a shareholder signifying his
intention to propose Mr. Arif Vazirally as Independent Director of the Company. The Board
recommends his appointment at the ensuing AGM.
Re-appointment of Mr. Varun Berry as Independent Director
Mr. Varun Berry’s [DIN : 05208062] initial term of Independent Director is
expiring on 24 May 2023. Considering his valuable contribution, the Nomination and
Remuneration Committee and the Board of Directors at their meetings held on 26 May 2022
recommended to re-appoint Mr. Varun Berry as Independent Director for another term of 5
years starts from 25 May 2023, subject to the approval of members at the AGM by way of
special resolution. The Board recommends his appointment at the ensuing AGM.
Retirement by Rotation
As per the provisions of the Companies Act 2013 and the Articles of Association of the
Company, Mr. Shamir Genomal [DIN 00871383] and Mr. Ramesh Genomal [DIN 00931277],
Directors of the Company will be retiring by rotation at the ensuing AGM and being
eligible, have offered themselves for re-appointment.
The details pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 relating to appointment and re- appointment of directors at
the AGM are provided in the Notice to the members.
Key Managerial Personnel
In Compliance with Section 203 of the Companies Act 2013, the Board of Directors of
Company has the following Key Managerial Personnel:
1. Mr. Sunder Genomal [DIN 00109720]– Managing Director;
2. Mr. Ganesh V S [DIN 07822261] – Chief Executive Officer;
3. Mr. Shamir Genomal [DIN 00871383] – Deputy Managing Director;
4. Mr. Chandrasekar K - Chief Financial Officer; and
5. Mr. C Murugesh – Company Secretary & Compliance Officer.
Committees of the Board of Directors
The Company has constituted the following committees in compliance with the Companies
Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stakeholders Relationship Committee,
4.Risk management Committee and
5. Corporate Social Responsibility (CSR) Committee. The brief description, composition
and other required details of the above committees are provided in the Corporate
Governance section of this Annual Report. During the year under review, the Board of
Directors have accepted all the recommendations of the above Committees.
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection, appointment of Directors and Senior Management and to fix
their remuneration. The Nomination and Remuneration Policy is available in the
Company’s website, https://www.pageind.com/investor-relationship. The salient
features of the policy is provided in the Corporate Governance report.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
remuneration under section 195 and reimbursement of expenses, if any.
Corporate Social Responsibility
Annual Report on Corporate Social Responsibility (CSR) containing composition of CSR
Committee and its terms of policy is provided in Annexure-I. The CSR policy of the Company
is available on the Company’s website on https://www.pageind.com/policies-documents
We have partnered with Grassroots Research and Advocacy Movement (GRAAM) to identify
and spend the CSR monetary allocation wisely and effectively towards a good and noble
cause in a sustainable manner.
The following CSR activities have been carried out during the year under review:
• Contribution to PM Relief Fund,
• Covid-19 awareness program,
• Education,
• Contribution to Karnataka State Disaster Management Authority and
• Healthcare program.
Due to pandemic, during the year under review, the Company was unable to spend the
required CSR amount, as primary and secondary schools were closed most part of the year.
The Company is hopeful that from the next academic year, physical schools will reopen and
CSR spend would increase significantly. The Company has earmarked the spent as per the
budget on the identified CSR Projects and would enhance the spending in the subsequent
years by exploring further avenues which will be in line with our CSR Policy, if required.
During the year under review, the company has spent an amount of Rs.73.08 million
against a prescribed amount of Rs.102.18 million. The unspent CSR amount of Rs.29.10
million was transferred to Unspent Corporate Social Responsibility Account as per section
135(6) of the Companies Act 2013.
Evaluation of Board of Directors, Committees and Directors
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, performance of directors individually and
working of the Board Committees. The manner of evaluation is explained in the Corporate
Governance Report. Independent Directors met separately to evaluate the Non-Independent
Directors and Chairman of the Board. Your Directors expressed their satisfaction with the
evaluation results.
Vigil Mechanism / Whistle Blower Policy
The Company has constituted a Vigil mechanism / Whistle Blower mechanism to report
genuine concerns about unethical behavior, actual or suspected fraud. The details are
explained in the Corporate Governance Report. The Policy is available on the Website of
the Company at https://www.pageind.com/investor-relationship.
All the complaints received during the year under review have been dealt with
appropriately under the above policy.
The Company has not received any serious complaint under Vigil mechanism / Whistle
Blower policy during the year under review.
Related party transactions
All related party transactions that were entered during the financial year were at
arm’s length basis and were in the ordinary course of business. There was no
materially significant related party transaction made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons, which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions were placed before the Audit Committee and the Board for
approval. Prior omnibus approval of the Audit Committee has been obtained for the
transactions which are of foreseen and repetitive nature. The transactions entered,
pursuant to the omnibus approval so granted, are placed before the Audit Committee and the
Board of Directors for their approval on a quarterly basis.
The Company has framed a Related Party Transactions policy for identification and
monitoring of such transactions. The policy on Related Party Transactions as approved by
the Board is available on the website at https://www.pageind.com/investor-relationship.
The related party transaction in AOC-2 is marked as Annexure-II.
Related party transactions pursuant to the SEBI(LODR) Regulations 2015 and the
Companies Act 2013 are provided in notes to the Financial statements.
Risk Management
Risk Management is an ongoing process within the Organization. We have a robust risk
management framework to identify, monitor and minimize risks. The Board has a policy to
oversee the risk mitigation performed by the executive management, which includes
identification, assessment, monitoring and reporting of risks. During the year under
review, two meetings were conducted to review the Risk Management framework.
Ratio of remuneration
Details / Disclosures of Ratio of Remuneration to each Director to the median
employee’s remuneration pursuant to Section 197 of the Companies Act 2013, read with
rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are provided in Annexure-III.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company Secretary.
Listing
Shares of the Company are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and
National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly
paid.
AUDITORS
Statutory Auditors: - At the 26th AGM, the members of the Company, appointed M/s. S.R.
Batliboi & Associates LLP, Chartered Accountants, Bengaluru (Firm Registration No.
101049W / E300004) as Statutory Auditor of the Company for a second term of 5 years
commencing from the conclusion of 26th AGM till the conclusion 31st AGM, accordingly, they
hold office upto the conclusion of the 31st Annual General Meeting of the Company.
The Auditors have not reported any fraud under section 143 (12) of the Companies Act,
2013.
Secretarial Auditor: - Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. R
Vijayakumar, Company Secretary in Practice [FCS-6418; COP- 8667] to undertake the
Secretarial Audit of the Company.
The Report of the Secretarial Audit Report forms part of this Annual report marked as
Annexure- V. The Statutory and Secretarial Auditors reports to the shareholders for the
year under review do not contain any materially significant qualification, reservation,
adverse remark or disclaimer.
Cost Records and Cost Audit: - For the year under review, maintenance of cost records
and the cost auditing is not applicable pursuant to Notification G.S.R.01(E) dated 31st
December 2014.
CORPORATE GOVERNANCE
We are committed to maintaining the highest standards of corporate governance. The
report on corporate governance as stipulated in the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 forms part of the annual report. A certificate
from the Practicing Company Secretary regarding compliance of conditions of Corporate
Governance is also annexed to the report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is enclosed as part of this Annual Report.
Internal Control System and Adequacy: The details are provided in the Management
Discussion Analysis.
Business Responsibility Reporting
Business Responsibility Reporting is provided in the Annexure -IV
DECLARATION OF INDEPENDENT DIRECTOR
The Company has received declaration from Independent Directors of the Company that
they meet with the criteria of their Independence laid down in Section 149 of the
Companies Act, 2013 and SEBI(LODR) Regulations 2015.
INDUSTRIAL RELATIONS
Industrial relations are cordial at all levels and your Directors sincerely acknowledge
the exemplary dedication of all its employees.
Deposits: The Company has not accepted any deposits during the year under review. There
is no outstanding deposit as on 31 March 2022.
Particulars of Loans, Guarantees or Investments: During the year the Company has
neither made any investments, nor provided any loans, advances in the nature of loans,
stood guarantee or provided security to companies, firms, Limited Liability Partnerships
or any other parties.
Significant and Material Orders Passed by the Regulators or Courts: No significant and
material orders were passed by the regulators or courts or tribunals impacting the going
concern status and Company’s future operations. Material changes and commitments: No
material changes and commitments affecting the financial position of the Company have
occurred between the end of the financial year and date of report.
Implementation of Corporate action: The Company has declared four interim dividends,
which were duly implemented.
Unclaimed dividends and transfer of shares to IEPF: Details on Unclaimed dividends and
transfer of shares to IEPF are provided in the Corporate Governance Report. Secretarial
Standards: During the year under review applicable Secretarial Standards have been duly
complied with.
Annual return: Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return is available on the Company’s website on https://www.pageind.com/investor-relationship
Unclaimed Shares Suspense Account: There are no shares remaining unclaimed and lying in
the escrow account.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information on conservation of energy, technology absorption, foreign exchange earnings
and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014:
a. Conservation of Energy
Your Company continually takes steps to absorb and adopt the latest technologies and
innovations in the Garment Industry. These initiatives should enable the facilities to
become more efficient and productive as the company expands, thus helping to conserve
energy.
Our commitment to reduce energy consumption is achieved through installation of energy
efficient fixtures, clutch motors to sewing machines, and power factor optimization
initiatives among others. All machinery and equipment are being continuously serviced,
updated and overhauled to maintain them in good and energy efficient condition. This
resulted in consumption of lesser energy consumption.
Conservation of Energy continues to receive increased emphasis at all units of the
Company. Energy audits and Inter-unit studies are carried out on a regular basis for
analyzing and taking steps for reduction of energy consumption.
Various energy saving measures have been initiated like energy audit, solar power, LED,
servo motors, solar tube, VFD Compressors and Harmonic filters.
b. Technology Absorption, Adaptation and Innovation - Research and Development
In addition to product development and raw material development which continue to be
strengthened, Research and Development activities on fashion designing are carried out on
an on-going basis. Adopting technologies with state-of-art systems and machineries like
PLM software, automated cutting machine, automated fabric inspection machines, etc., the
quality of the products and efficiency of the systems have substantially improved.
Applying these technologies has helped keep costs of production under control.
Real time data capturing through RFID/Proximity Cards in manufacturing, being an area
where we are focused on now, shall help us in building innovative efficiencies.
The nature of activities of the Company does not warrant any exclusive R&D
department.
c. Foreign Exchange Earnings and Outgo
Foreign exchange earnings during the year were Rs.526 million from exports to Sri
Lanka, Nepal and UAE. Outflow owing to royalty, import of raw materials, machinery, spares
etc. amounted to Rs.3,651 million.
DIRECTORS’ RESPONSIBILITY STATEMENT
In compliance of Section 134(5) of the Companies Act, 2013, the Directors of your
Company confirm that:
• In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
• They had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent to give a true and fair view
of the of the company at the end of the financial year and of the profit of the company
for that period;
• They had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
• They had prepared the annual accounts on a going concern basis;
• They had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively;
• They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
GENERAL
Your Directors acknowledge the support given by the Licensors, M/s Jockey International
Inc., USA, and M/s Speedo International Limited, UK as well as all our business
associates. The Board also wishes to place on record their sincere thanks and appreciation
to the Central Government, Karnataka State Government, Odisha State Government and various
other State Governments, bankers, suppliers, distributors and all other stakeholders,
including the wholehearted dedication and cooperation extended by the employees at all
levels.
By Order of the Board For and on behalf of the Board of Directors
| Sunder Genomal |
V S Ganesh |
| Managing Director |
Executive Director & CEO |
| [DIN: 00109720] |
[DIN: 07822261] |
| Bangalore |
|
| 26 May 2022 |
|