Page Industries Ltd
Directors Reports
Your Directors take pleasure in presenting the 28th Annual Report of
the Company together with its audited accounts for the year ended 31 March 2023.
FINANCIAL RESULTS
Financial results for the year under review are summarised below:
( in Millions, except earnings per share)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations (net) |
47,886 |
38,865 |
| Profit before Interest, Depreciation & Tax |
8,775 |
8,064 |
| Less: Finance Cost |
413 |
322 |
| Profit before Depreciation and Tax |
8,362 |
7,742 |
| Less: Depreciation |
781 |
655 |
| Profit before Tax |
7,581 |
7,087 |
| Less: Tax |
1,869 |
1,722 |
| Profit for the year |
5,712 |
5,365 |
| Other comprehensive income, net of tax - gains/ (losses) |
12 |
18 |
| Total Comprehensive income, net of tax |
5,724 |
5,383 |
| Retained earnings- Opening Balance |
9,622 |
7,585 |
| Profit for the year |
5,712 |
5,365 |
| Less: |
|
|
| Interim Dividends |
2,900 |
3,346 |
| Re-measurement (+/-) on defined benefit plans |
(12) |
(18) |
| Transfer to any reserve |
- |
- |
| Retained earnings- Closing Balance |
12,446 |
9,622 |
| Earnings per share (Basic / Diluted) (Rs) |
512.15 |
481.03 |
FINANCIAL HIGHLIGHTS & PERFORMANCE
Your Directors wish to inform you that during the financial year ended
31 March 2023 the revenue from operations of the Company increased from Rs 38,865 million
to Rs 47,886 million, a growth of 23.2%. The profit before tax for the year under review
stood at Rs 7,581 million as against Rs 7,087 million last year which is an increase of
7%. The profit for the year stood at Rs 5,712 million as against Rs 5,365 million in the
previous year representing a growth of 6.5%.
During the year under review, the Company faced very high inflationary
trends impacting nearly all costs
including cotton, packaging, fuel, and logistics. With the cotton
prices now softening, the Company has managed to partially offset the trends and hold on
the margin strengths with calibrated pricing actions, strong budgets and control measures
and optimum use of inventory. The Company's expansion plans continue to be in line with
the accelerated sales growth trends.
The Company's remains focused on intensifying general trade
distribution, modern trade expansion including rapid expansion of exclusive brand outlets,
growing online business, improving customers' experience, strengthening the product
portfolio, and ensuring a robust supply chain.
The Company put its Auto Replenishment System (ARS) on hold due to the
volatility created by changes in product demand mix and supply chain challenges through
the pandemic. This meant that the distributors were free to order based on availability
and based on the best judgment, resulting in an imbalance in the channel partners'
inventory. During the year under review, the ARS was reinstated and is now being
implemented in full, which, we believe will help in correcting imbalances and not only
streamline supply chains, but also help in improving the ROI of the channel partners while
improving order fulfillment to retailers.
DIVIDEND
During the year 2022-23, your Directors have declared interim dividends
on 11 August 2022 (Interim dividend of Rs 60 per share), 10 November 2022 (Interim
dividend of '70 per share), 9 February 2023 (Interim dividend of Rs 60 per share) and 25
May 2023 (Interim dividend of Rs 60 per share) on an equity share value of '10 each,
amounting to Rs 2,788 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 at 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.
EXPANSION AND NEW INVESTMENTS
Despite global headwinds and unpredictable market conditions, the
financial year 2022-23 has seen notable growth. With a sustained growth plan in place for
the financial year 2023-24, the Company is focused on operations and manufacturing and is
well equipped to meet the demand with in-house capacity and some additional capacity from
outsourced supply partners.
The tape dyeing unit expansion of 35,000 Sq.ft in Hassan is planned to
be commissioned by Q2 of the current financial year, which is aimed to meet the market
requirement of women's dyed elastic.
The 'Cup Molding & Hook n Eye Forming' projects are a crucial part
of women's bra manufacturing. These projects are also expected to commence during the
second quarter of the current financial year and will reduce our import dependency while
focusing on improving quality, lead time and cost.
To meet the demand in the premium vertical, the Company is planning to
add 200,000 Sq.ft of Cut-to- Pack facility at K R Pete. The commissioning of this facility
is expected during the end of this financial year.
Our flagship Odisha Project would be ready by end of FY'24 which shall
complement Modern Classic growth, and is slated to be one of largest projects built at
28.5 acres campus, with a built-up area of 6.5 lakhs Sq.ft. This facility will encompass
Central Stores, Cut-to-Pack, and Elastics & Socks manufacturing. The campus shall be a
state of art facility with more significant emphasis on employee wellbeing, safety and
best manufacturing processes including energy efficient IGBC certification.
The Company is also expanding its socks capacity with an addition of
215 advanced knitting machines. With the proposed expansion, the capacity will have 576
knitting machines.
NABL (National Accreditation Board for Testing and Calibration
Laboratories) accreditation for our labs has been in progress for the past 3 years, with
two of our labs already certified, and the remaining two in the pipeline for the
certification.
The Company added two third-party logistics warehouse facilities at
Hoskote and T Narsapura in Bangalore, which will be multi-level storage facilities with a
robust warehouse management system.
Other significant projects in the pipeline include:
• Enhancement of floor management system
• Line Scheduling & Planning system
• Maintenance Software & Asset Management
• Color grouping / Roll Management / Cut Plan
• Lab management software
• Strategic sourcing from refined limited supplier base
• Quality @ source model based strategic sourcing
• IMS (Integrated Management System comprising ISO9001, 14001,
45001 and 50001)
• RSL, Oekotex, ZLD compliant sourcing
JOCKEY
The Jockey brand is distributed across 2,850+ cities and towns. The
brand products are sold through Exclusive Brand Outlets (EBO), Large Format Stores (LFS)
and Multi Brand Outlets (MBO), as well as Online channels, giving it a wide reach of more
than 120,060+ stores.
During the year 2022-23, the Company, through its authorised
franchisees opened 188 EBOs, taking the total number of "Jockey EBOs" to 1289
which includes 48 exclusive "Jockey Woman" EBOs and 78 exclusive "Jockey
Junior" EBO's. These outlets are spread across the country, covering metro cities,
along with several Tier III and Tier IV towns, a testimony to the brand's growth 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 13 operational EBOs
outside India, ten in UAE and one each in Sri Lanka, Qatar and Oman, with another
work-inprogress store in Sri Lanka. Your Company is confident of leveraging opportunities
in these geographies and newer markets.
The online retail business has also shown significant growth, both
through the brand website www.jockey.in, and ably supported by our key e-commerce
partners.
SPEEDO
The last two financial years had a substantial bearing on India's
swimwear industry, primarily due to the pandemic- driven lockdowns. With the gradual
opening up of schools and public places and with normalcy restored, the Speedo
brand has shown good recovery and has achieved a turnover of Rs 429
million in the financial year 2022-23 as against previous year sales of Rs 168 million. As
on 31 March 2023, Speedo brand is available in 1,230+ stores and 30+ EBOs across 180+
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 show healthy growth in the coming years to make Speedo a
dominant brand in the premium swimwear market.
ENVIRONMENT, HEALTH, AND SAFETY
Page Industries Limited (PIL) remains committed to establishing a safe
work environment for its employees, contract workers, visitors, and other stakeholders
engaged in its business operations. Occupational Health and Safety (OHS) management is
integral to our organisational culture and integrated into our sustainability framework.
PIL's OHS mission seeks to instil a mature safety culture throughout operational
boundaries ultimately introducing a conducive work environment for employees.
Our EHS strategies are designed and directed towards conducting our
business in a safe and environmentally responsible manner across all our operations, by
optimizing the consumption of natural resources, sustainable production, effective
recycling, reuse of wastes, and providing a safe and healthy workplace. Being a
responsible producer, all our units have pro-actively complied with all applicable EHS
laws and regulations, both in letter and spirit.
ENVIRONMENT
Responsible Chemical Management in Manufacturing and Supply Chain
To ensure the procurement of non-hazardous chemicals and the
replacement of hazardous chemicals with safer alternatives, the Company has established a
Chemical Management Policy. In alignment with the objective of the policy, the following
activities are carried out:
• To ensure the use of non-hazardous chemicals or least hazardous
chemicals during product manufacturing, the chemicals used are compared against the ZDHC
MRSL (Manufactured Restricted Substance List).
• Chemicals CAS Nos. are screened against ZDHC MRSL requirements
before procurement.
• Chemical alternate assessment is being carried out to replace
the chemicals listed in the Restricted Substances List.
In addition, PIL has prepared a Restricted Substances List for its
supply chain in alignment with international standards including AAFA (American Apparel
and Footwear Association) and AFIRM (Apparel and Footwear International RSL Management)
RSLs. Chemical Management policy and RSL were launched to the strategic value chain
partners in May 2022 and have come into enforcement from January 2023. The implementation
and monitoring will take place in three phases spanning over FY 22-25.
Responsible Waste Management
To ensure responsible management of waste and its traceability:
• Hazardous and Non-hazardous wastes generated in manufacturing
are categorized and processed with the support of Pollution Control Board-authorized
vendors only.
• Waste stream audits are carried out at both hazardous and
non-hazardous waste handler facilities.
• Sub-vendors who handle our recycled product or waste have also
been audited.
• Traceability certificate will be taken from waste handling
vendors.
Health
• PIL's in-house medical team has initiated Occupational Health
Counselling and Illness tracking. Management programs including occupational health hazard
assessment, ergonomic risk assessment and occupational counselling form are being carried
out by the team.
• WASH pledge awareness sessions are conducted at regular
intervals.
Safety
Behaviour-based Safety System
• PIL launched its behaviour-based safety system in June 2022
beginning with the sewing activity for all manufacturing facilities.
• A checklist based on 49 unsafe conditions in sewing activity was
defined and implemented.
• The Company formed a Behaviour Based Safety (BBS) Team
comprising of 300 trained sewing employees.
• BBS review committee comprising senior management personnel will
review the observation and root cause analysis carried out by the BBS team for necessary
intervention.
Safety Management System at Retail Stores
• To strengthen EHS management at retail stores:
o Retail staff have been trained on EHS parameters specific to retail
operations o Regular EHS assessments have been carried out at retail stores by trained
staff members o Controls and improvement measures have been implemented based on
assessment findings
• Defensive driving for 2-wheelers and 4-wheelers has been
conducted for all employees as well as heavy- vehicle transport drivers.
• PIL is currently in the process of implementing Integrated
Management System which includes Occupational Health and Safety Management System ISO
45001, Environmental Management System ISO 14001, Energy Management System ISO 50001 and
Quality Management System ISO 9001.
• Digitalization of EHS data management system is in progress.
PIL participated in the 15th Edition of CII-SR EHS Excellence Awards
2022, in which seven of our manufacturing units have won prestigious awards under
different categories in recognition of our commitment and continuous excellence in
Environment, Health & Safety practices, and Sustainability Initiatives. Two Units were
recognized for participation.
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
all our 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 of 56
for Men's products and 55 for Women's products, higher than any other brand in the
respective categories.
With continued support from Jockey International, USA, Speedo
International, UK, and access to ideas, trends and innovations from forty other Jockey
international licensees throughout the world, we stand by our longterm 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 remain optimistic 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 MANAGEMENT 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
Demise of Mr. Nari Genomal
The Board regretfully report the sad demise of Mr. Nari Genomal [DIN
00568562] (82 years), Non-Executive Promoter director of the Company on 09 August 2022.
The Board further expresses its heartfelt condolences for his untimely death and wishes to
put on record its sincere and deep appreciation for his invaluable guidance and
contribution since the inception of the Company.
He is one of the founding members of the Company and was instrumental
in bringing the brand Jockey to India by creating the required manufacturing set-up in
India including the business structure. A leader known for his generosity and charismatic
personality, he has been the guiding force for the Company and played a crucial role since
inception.
Resignation of Mr. Rohan Genomal as Executive Director
Mr. Rohan Genomal [DIN 06970529], Executive Director has submitted his
resignation on 09 January 2023 to relinquish the position of Executive Director from the
closing of business hours on 31 March 2023 as he is relocating abroad due to personal
reasons. Further, Mr. Rohan 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.
The resignation of Mr. Rohan Genomal from the office of Executive
Director was accepted by the Board of Directors. The Board has acknowledged the
contribution made by him during his tenure as Executive Director.
Appointment of Mr. Jignesh Jaswant Bhate as Independent Director
Based on recommendation of the Nomination and Remuneration Committee,
the Board of Directors, at its meeting held on 10 November 2022, appointed Mr. Jignesh
Jaswant Bhate [DIN: 01195939] as Additional Director in the category of Independent
Director with immediate effect for a period of 5 years subject to the approval of
shareholders. The shareholders approved the appointment of Mr. Jignesh Jaswant Bhate as
Independent Director through postal ballot.
Appointment of Mr. Shahendar Ramesh Genomal as Alternate Director
The Board of Directors at its meeting held on 9 February 2023 appointed
Mr. Shahendar Ramesh Genomal [DIN: 00931184] as Alternate Director to Mr. Ramesh Genomal
[DIN: 00931277], Director.
Appointment of Mr. Sanjeev Genomal as Non-Executive Director
The Board of Directors at its meeting held on 25 May 2023 appointed Mr.
Sanjeev Genomal [DIN: 01399731], as additional director under Non-Executive category. Mr.
Sanjeev Genomal 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. Sanjeev Genomal as Director of the
Company. The Board recommends his appointment at the ensuing AGM.
Cessation of Mr. B C Prabhakar, Independent Director
Mr. B C Prabhakar [DIN:00040052] was an Independent Director of the
Company since 13 September 2012. The second term of Mr. B C Prabhakar, as an Independent
Director of the Company ended on 12 September 2022, accordingly, he ceased to be a
Director of the Company.
The Board placed on record its sincere appreciation, commending the
contribution of Mr. B C Prabhakar.
Retirement by Rotation
As per the provisions of the Companies Act 2013 and the Articles of
Association of the Company, Mr. Sunder Genomal [DIN 00109720] and Mr. V S Ganesh [DIN
07822261], 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. V S Ganesh [DIN 07822261] - Managing Director;
2. Mr. Shamir Genomal [DIN 00871383] - Deputy Managing Director;
3. Mr. Chandrasekar K - Chief Financial Officer; (till 31 May 2023)
4. Deepanjan Bandyopadhyay - Chief Financial Officer (from 01 June
2023) and
5. Mr. C Murugesh - Company Secretary.
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 at
https://www.pageind.com/policies-documents
The following CSR activities have been carried out during the year
under review:
• Promotion of Education
• Contribution to PM Relief Fund
• Supply of oxygen cylinders, medicines and masks to Government
hospitals relating to Covid-19
• Contribution to Akshaya Patra for midday meal scheme for school
children
• Contribution to Ministry of Defence
• Healthcare programs
Most of the Company's CSR spending is directed towards educational
programs. As 2022-23 was the first full academic year since the Covid-19 pandemic, the
response from the intended beneficiaries were minimal and hence the Company was not in the
position to spend the required amount. The Company is hopeful that normalcy will prevail
and the participation of beneficiaries will be increased from the academic year 2023-24,
which would enable the Company to enhance its CSR spending.
During the year under review, the Company has spent an amount of Rs
65.78 million against the prescribed amount of Rs 109.64 million. The unspent CSR amount
of '43.86 million was transferred to Unspent Corporate Social Responsibility Account as
per section 135(6) of the Companies Act 2013 and such unspent amount will be utilized for
the on-going projects detailed in the CSR Report.
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. The major risk and
mitigation plans have been explained in the Management Discussion and Analysis
Report. 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- IV.
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 and Sustainability Report
Business Responsibility and Sustainability Report is provided in the
Annexure -lV
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 2023.
Particulars of Loans, Guarantees or Investments: Disclosure on
particulars of loans and investments are provided in notes to the financial statements.
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 at 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 would 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 '147 million from
exports to Sri Lanka, Nepal and UAE. Outflow owing to royalty, import of raw materials,
machinery, spares etc. amounted to Rs 6,968 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 |
| Chairman |
Managing Director |
| [DIN: 00109720] |
[DIN: 07822261] |
| Bangalore |
|
| 25 May 2023 |
|
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