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Directors Report of Page Industries Ltd.

Mar 31, 2017

DIRECTORS’ REPORT

The Directors take pleasure in presenting the 22nd Annual Report of the Company together with its audited accounts for the year ended 31st March 2017.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

(Rs,in Millions, except earnings per share)

Particulars

2016-17

2015-16

Revenue from operations (net)

21,321

17,962

Profit before Interest, Depreciation & Tax

4,375

3,850

Less: Finance Cost

180

178

Profit before Depreciation and Tax

4,195

3,672

Less: Depreciation

247

241

Profit before Tax

3,948

3,431

Less: Tax

1,285

1,116

Profit for the year

2,663

2,315

Other comprehensive income, net of tax

(15)

(12)

Total Comprehensive income, net of tax

2648

2,303

Retained earnings- Opening Balance

4,035

2,820

Profit for the year

2,663

2,315

Less:

Final dividend Dividend tax for previous year

322

268

Interim dividends Dividend tax for the year

967

820

Re-measurement ( /-) on defined benefit plans

15

12

Transfer to General Reserve

-

-

Retained earnings- Closing Balance

5,394

4,035

Earnings per share (Basic / Diluted) (?)

238.74

207.57

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform that during the financial year ended 31st March, 2017 the revenue from operations of the Company increased from Rs, 17,962 million to Rs, 21,321 million registering a growth of 18.70%. The profit before tax for the year under review has increased to Rs, 3,948 million from Rs, 3,431 million of last year, which is an increase of 15.07%. The net profit stood at Rs, 2,663 million as against Rs, 2,315 million of the previous year representing a growth of 15.03%.

DIVIDEND

During the year 2016-17, your Directors have declared three interim dividends on 24 th May, 2016 (Rs, 22 per share), 10th November, 2016 (Rs, 25 per share) and 9th February, 2017 (Rs, 25 per share) on an equity share value of Rs, 10 each and are also pleased to recommend a final dividend of Rs, 25 per share aggregating to a total dividend of Rs, 97 per share of an equity share value of Rs, 10 each amounting to Rs,1,082 Million for the year ended 31st March, 2017.

BRAND BUILDING JOCKEY

Jockey brand is distributed in 1400 cities and towns. The products are sold through Exclusive Brand Outlets (EBO), Large Format Stores (LFS), Multi Brand Outlets (MBO), Traditional hosiery stores and Multi-purpose stores. The Jockey brand is available in over 50,000 outlets spread across India.

During the year 2016-17, the Company through its authorized franchisees opened 101 EBOs including 5 ‘Jockey Woman’ EBOs catering exclusively to our women customers, taking the total number of EBOs to 360. These outlets are spread throughout India even covering Tier II and Tier III cities. This is an indicator of the growth potential of the Jockey brand in such cities.

Apart from the domestic EBO’s, the company has seven EBO’s outside India, 5 in UAE and 2 in Sri Lanka. While these markets are still in a nascent stage, your company is confident of promising opportunities in these new regions for the brand.

The Company has also experienced healthy growth in its own B2C e-commerce channel and with various leading online retailers.

SPEEDO

The Speedo brand has achieved a turnover of '' 345 million as against previous year sales of '' 295 million, which is an increase of 17%. Speedo brand is available in 1100 stores including 140 large format stores across 106 cities and 9 EBOs.

Studies on the swimming market in India by AC Nielsen, commissioned by the Company, show a promising and fast evolving market for both swimwear and swim equipment. Your Directors are confident that the Speedo business would experience healthy growth in the years to come as Speedo becomes a dominant brand in the premium swimwear market.

EXPANSION AND NEW INVESTMENTS

To meet growing market demand, the company has geared up to augment its production capacity. During the period under review, we have expanded our installed capacity across our various units spread over 2.40 million square feet in 17 locations in the state of Karnataka.

During the year under review, the company has taken few backward integration initiatives which will bring speed and economy to the business. In this regard the company has set up state of the art tape dyeing unit at Hassan which will help in catering to the needs of the women’s range of business which is a fast fashion business. The Company has started its trial operations and expects to attain its maximum capacity during the current financial year. Similarly, the company also has laid the ground work for in-house production of various women’s range trims which are currently being imported. This is expected to commence operations during the current financial year.

A further expansion has been planned in KIADB Industrial Area, Hassan, where five acres of land was allotted by KIADB on 99 years lease. Civil construction works are in the verge completion. Commercial production is expected to be commenced during the current financial year.

ENVIRONMENT, HEALTH AND SAFETY

The Company strictly adheres to the internal polices and best practices related to EHS in all the units and has a dedicated compliance team to ensure the same. Your Company’s commitment to ensuring implementation of Safety, Health and Environment standards, has resulted in adoption of a customized software tool ‘Compliance Mantra’. This tool helps us capture and monitor compliance status across all our facilities on an ongoing basis, in a systematic and transparent manner.

To strengthen our focus, bring clarity and better communication on EHS, the Company has formulated an EHS Policy that outlines its philosophy, commitment, guidelines and intended purposes.

Environment: Your Company is an environment friendly organization as it has non-polluting and non-effluent generating manufacturing units.

Health: Though the manufacturing units of the Company are non-hazardous in nature, Directors are committed to ensure health of employees. Each unit is established with a medical centre equipped with required medical facilities along with competent Doctors, Nurses and supporting staff to achieve “Zero Harm” to employees, staff and visitors. We have established best in class creche facilities at all our units. In addition to nutritious snacks, we provide the children with learning tools and exercises to support their cognitive development. We provide monthly health check-ups, vitamin supplements and de-worming medicines periodically, in addition to, celebration of children’s birthday, Mother’s monthly meeting, etc.

The World Health Day is a global health awareness day observed every year on 7th April, under the guidance of the “World Health Organization” (WHO). On this day, “Breast Cancer Awareness” program was conducted across all Units of the Company, to educate female employees about Breast Cancer Awareness, detection at early stage and prevention.

Considering employee wellness, an awareness program on Anaemia and Blood Pressure prevention was conducted across the units.

Few of our other best practices include, (i) special attention to pregnant workers (ii) Periodical medical check-up for caterers and house-keepers, (iii) Half-yearly TT immunization to employees at Maintenance Department and (iv) Conducting periodical health awareness programmes.

Safety: Safety at workplace for all employees, contractors and visitors is one of the prime objectives of the organization. Your Company conducts periodical Internal and External Safety & Electrical Audit to assess the Workplace Condition at every unit. Each unit is equipped with firefighting / preventing equipment. Identified personnel at the respective units are well trained by competent outside agencies to handle fire-fighting and first-aid activities at regular intervals.

As a part of the periodic assessment and audit, potential risk factors are identified and action plans are drawn up, to ensure ‘emergency readiness’. Mock drills and safety awareness programmes are conducted at regular intervals. Safety team has been strengthened, keeping in mind the increasing complexity and spread of our operations and ensuring that employee well-being remains a top priority.

The Company celebrated “Road Safety Week” during 9th -15 January 2017. During the week, to make Indian roads safer and to initiate responsible driving among employees, the following awareness programs were conducted:

1. Class room training;

2. Quiz competition;

3. Wear helmet awareness; and

4. Poster competitions.

National Safety week was celebrated during 4th -11th March 2017 with the theme “Leadership in safety and health enhances business sustainability”.

The internal compliance and health and safety teams have been strengthened during the year under review and the compliance and safety aspects are reviewed periodically.

The Company has constituted an internal complaints committee in compliance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act 2013. The Company has not received any complaint relating to sexual harassment of women at work place during the year under review.

PROSPECTS

Your company is highly encouraged by the enduring strong brand equity, image and leadership of the Jockey brand and the rising strength of the Speedo brand in the respective markets. Your company will continue its unrelenting Endeavour to satisfy consumers with the finest products in terms of style, design, comfort, fit and quality in all verticals; Jockey Men’s and Women’s Innerwear, Leisurewear and Active wear, as well as Speedo Swimwear and Swimwear related equipment.

The Jockey brand continues to live up to the results of an independent ‘brand health’ study carried out by Nielsen Research Agency in a previous year that has rated the Jockey Brand Health in India among the most powerful brands in their research experience across all categories. The research involved fourteen cities in all four zones across the nation. The 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.

With the continued support from Jockey International, USA, and access to ideas, trends and innovations from forty other Jockey international licensees throughout the world, your company’s long term commitment to newness and innovation will never waver, be it product, technology up-gradation, back end processes or marketing. With the Company’s strong in-house product development and back end capabilities, manufacturing expertise and state of the art technology that is continuously evolving, combined with a very strong distribution network, your Directors remain optimistic about the prospects of the Company and expect continued healthy sales growth and profitability in the coming years, further consolidating its position in the premium market for Innerwear, Leisurewear and Active wear.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

A detailed section on Human Resources/Industrial Relations is provided in the Management Discussion and Analysis Report, which is part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

During the year under review, four Board Meetings and four Audit Committee Meetings were convened and held; the details of which are given in the Corporate Governance Report.

The composition, category, date of the meetings, attendance and other details are provided in Corporate Governance Section to this Report.

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 Re-appointment of Managing Director

At 21st AGM, Mr. Sunder Genomal has been reappointed as Managing Director of the Company for a term of 5 years starts from 1st August 2016 to 31st July 2021.

Demise of Mr. Pius Thomas, Executive Director

- Finance and CFO

Your Directors express their profound grief and sorrow on the sad demise of Mr. Pius Thomas, Executive Director- Finance & Chief Financial Officer of the Company on 07th April 2017.

He had played crucial leadership roles throughout his long career with the Company. His longstanding association with the Company started in the year 1995 as Senior Manager - Finance. In 2012, he was elevated and appointed on the Board of the Company as Executive Director and the Company immensely benefitted from his vision and leadership during his tenure. The Directors would like to place on record their sincere appreciation for his commitment and contribution towards the Company.

Your Directors pay their respectful homage and tribute to this pioneer, a leader and above all, a noble human being.

Re-appointment of B C Prabh.ak.ar as Independent Director

Mr. B C Prabhakar’s (DIN : 00040052) initial term of Independent Director is expiring on 12 th September 2017. Considering his valuable contribution, the Nomination and Remuneration Committee and Board of Directors at their meetings held on 9th February 2017 recommended to re-appoint Mr. B C Prabhakar as Independent Director for another term of 5 years starts from 13th September 2017, subject to the approval of members at the AGM by way of special resolution.

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Nari Genomal (DIN : 00568562) 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 Obligation and Disclosure Requirements) Regulations 2015 relating to appointment and reappointment 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 - Managing Director,

2. Mr. Vedji Ticku - Chief Executive Officer,

3. Mr. Pius Thomas* - Chief Financial Officer

4. Mr. C Murugesh - Company Secretary.

* up to 7th April 2017.

Appointment of Executive Directors

The Nomination and Remuneration Committee at their meeting held on 25th May 2017 recommend to appoint Mr. Vedji Ticku as Executive Director and Chief Executive Officer and Mr. V S Ganesh as Executive Director - Manufacturing and Operations.

The Board of Directors at their meeting held on

25 th May 2017 considered the recommendation of the Nomination and Remuneration Committee and appointed Mr. Vedji Ticku and Mr. V S Ganesh as additional directors, designated as Executive Director & Chief Executive Officer and Executive Director - Manufacturing & Operations respectively, for a term of 5 years each commencing from 25th May 2017, subject to Shareholders’ approval at the ensuing AGM. Pursuant to Section 161 of the Companies Act 2013, they will be holding the office as Additional Director up to the date of ensuing AGM of the Company. The Company has received notice from a member pursuant to section 160 of the Companies Act 2013 signifying his intention to propose the appointment of Mr. Vedji Ticku and Mr. V S Ganesh as Directors. The said Directors shall be liable to retire by rotation.

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; and

4. Corporate Social Responsibility (CSR) Committee.

The brief description, composition and other required details of the above committees are provided in the Corporate Governance section to this Annual Report.

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 at https://www.jockeyindia.com/page/policies-documents. The extract of the policy covering Director’s appointment and remuneration including criteria for determining qualification, positive attributes, etc are provided in the Corporate Governance report.

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.

As said in the last year report, the Company has partnered with Grassroots Research and Advocacy Movement (GRAAM) to identify and spend the CSR wisely and effectively towards good cause in a sustainable fashion. The following CSR activities have been identified for implementation in phased manner:

I. An Integrated Education and Child Development Program and

II. An Initiative for Youth Development

During the year under review, CSR contribution has been increased considerably compared to previous year(s). The Company has spent on the identified CSR Projects and would enhance its spending in the subsequent years by exploring further avenues which will be in line with CSR Policy of the Company.

During the year under review, the Company has spent an amount of '' 20.25 million against a prescribed amount of '' 57.98 million. The gap will be bridged on finding right avenues.

Evaluation of Board of Directors, Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, 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.

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.

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 were no materially significant related party transactions 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 a foreseen and repetitive nature. The transactions entered into, 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 the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is available in the Company’s website at https: // www.jockeyindia.com/page/policies-documents. The related party transaction in AOC-2 is marked as Annexure-II.

Risk Management:

Risk Management is an ongoing process within the Organization. The Company has 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.

Ratio of remuneration

Details / Disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration and particular of employees pursuant to Section 197(12) 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.

Business Responsibility Reporting

Business Responsibility Reporting is provided in the Annexure -IV

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review.

Particulars of Loans, Guarantees or Investments

Disclosure on particulars of loans and investments are provided in Schedule 8 to the financial statements.

Signi icant and. Material Orders Passed by the Regulators or Courts:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s future operations.

Extract of the annual return

The Extract of Annual Return is provided in the Annexure - V.

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.

Unclaimed Shares Suspense Account

There are no shares remaining unclaimed and are lying in the escrow account.

AUDITORS

Statutory Auditors:- -M/s.Haribhakti& Co., Chartered Accountants, had been the auditor the Company till Conclusion of 21st AGM. At the 21st AGM, the members of the Company, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Bangalore (Firm Registration No. 101049W / E300004) as Statutory Auditor of the Company for a term of 5 years commencing from the conclusion of 21st AGM till the conclusion 26 th AGM (both inclusive) subject to ratification of the appointment at every AGM held.

The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for continuing as Auditors of the Company. Further, as required under SEBI (LODR) Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report to the shareholders for the year under review does not contain any qualification.

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- VI. The Auditors report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit Report:- For the year under review the cost auditing is not applicable pursuant to Notification G.S.R.01(E dated 31st December 2014.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance. The report on corporate governance as stipulated in the SEBI (Listing Obligation 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 stated in the Management Discussion Analysis.

ENERGY, TECHNOLOGYAND FOREIGNEXCHANGE

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

The 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 conserve energy.

All machinery and equipment are continuously serviced, updated and overhauled to maintain them in good condition. This resulted in consumption of lesser energy consumption.

Conservation of Energy continues to receive increased emphasis at all the units of the Company. Energy audits and Inter-unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

b. Technology Absorption, Adaptation and Innovation Research and Development

In addition to product and raw material development which continues to be strengthened, Research and Development activities on fashion designing are carried out on an on-going basis. Absorbing technologies with state-of-art machineries like automated cutting machine, automated fabric inspection machines, etc., the quality of the products and efficiency of the systems have been substantially improved. By applying those technologies, the cost of production was under control.

The company now has invested in setting up Business Excellence and Operations Excellence teams so as to have a structured and focused approach to improve and bring in efficiencies to the overall business in general and operations in particular. These initiatives are already yielding results by way of: -

- Better Demand forecast and planning

- Better utilization of RM by improving the fabric consumptions

- Freight modeling and Logistics Improvement Initiatives which has resulted both in cost reduction and speed to market.

- Kaizen initiatives wherein more than 36 kaizen ideas are put to work bringing in both cost and efficiency improvements.

- 5S initiatives

During the last financial year, the Company has imported the following technology: -

- Covering and Dyeing machines for the narrow elastic project

- Hook and Eye Making machines

- Latest Auto cutting technology for the lingerie division.

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,158 million from exports to Sri Lanka, Nepal and UAE. Outflow on account of royalty, import of raw materials, machinery, spares etc amounted to Rs, 1900 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 so as to give a true and fair view of the state of affairs 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.

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.

AWARDS AND ACCOLADES

1. Mr. Sunder Genomal, Managing Director, features in INDIA’S BEST CEOs’ list released by Business Today in January 2017. This renowned study was jointly conducted by Business Today and PwC.

2. The Company has been awarded the International licensee of the year award by Jockey International Inc (USA) for the years 2005, 2009, 2013 and 2016.

3. Mr. Pius Thomas, Executive Director - Finance had been chosen by an eminent Jury- as the winner in the “Sustained Wealth Creation”-Medium Category at the YES Bank Business World Best CFO Award 2016. Honorable Minister of Railways Suresh Prabhu and

Chairman of TERI, Shri Ashok Chawla presented the award.

4. The Company has received ‘Excellence in Advertising award 2016’ from Delhi Advertising club in the category Digital Media and Search marketing campaign.

5. The Company has received ‘Creative ABBY Award 2016 for Digital Search category for brand Jockey from Advertising Agencies Association of India.

6. The Company has received ‘Best Global Marketing Campaign award 2016’ from Speedo International.

7. The Company has received ‘Outstanding Growth & Expansion of Jockey Retail Stores’ award from Jockey International in 2016.

8. Mr. Sunder Genomal, Managing Director, received the award for INDIA’S BEST CEO (Textiles) 2015 during the fourth edition of the Business Today Best CEO Awards held in December 2015 at New Delhi.

9. Mr. Pius Thomas, Executive Director - Finance has been chosen by an eminent Jury -Chaired by former RBI Deputy Governor Mr. Subir Gokarn -as the winner in the Sustained Wealth Creation Medium Category at the fifth Business Today-YES Bank Best CFO Awards in 2015.

10. Jockey International has felicitated Page Industries Limited for ‘twenty years of service and dedication to the Jockey brand’ in 2015.

11. The Company has been awarded by Jockey International for ‘the Outstanding Marketing of the Jockey brand’ in 2015.

12. The Company has received the award for the ‘Outstanding Advancement of the Jockey Global Retail Image’ by Jockey International in 2015.

13. The Company has received the award for the ‘Best % Wholesale Growth in 2013’ by Speedo International in 2015.

14. Brand Jockey has won the award for the Buzziest Brand in Apparel | Fashion | Accessories for 2015. This award has been given by the Advertising and Marketing fraternity through a voting panel of eminent personalities as well as advertising professionals and brand marketers.

15. It is matter of great pride that in recognition of the Company’s effort Business Standard has selected your Company as the best performer in the SME Sector for 2012.The award was handed over to Mr. Sunder Genomal, Managing Director by the Honorable President of India.

16. The Company has received the award for the ‘Outstanding Advancement of the Jockey Global Image’ by Jockey International in 2012.

17. The “Licensee of the Decade” award was granted to the Company by Jockey International Inc (USA) in 2010 in recognition of the Company’s record growth year after year, offering world class products and maintaining global quality standards across all operations.

18. As a recognition of our corporate best practices, we are certified by the USA based WRAP (Worldwide Responsible Apparel Production).

GENERAL

The Directors acknowledge the support given by the Licensors, M/s Jockey International Inc., USA, and M/s Speedo International Limited as well as all our business associates. The Board also wishes to place on record their sincere thanks and appreciation to the Government of Karnataka, our bankers, suppliers, distributors, all other stakeholders and 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

Pradeep Jaipuria Sunder Genomal

Chairman Managing Director

(DIN: 00121685) (DIN: 00109720)


Mar 31, 2014

DeaR Members,

The Directors take pleasure in presenting the 19th Annual Report of the Company together with its audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

Financial results for the year under review are summarised below:

(Rupees in Million)

For the For the

year ended year ended Particulars 31st March, 31st March, 2014 2013 Sales 11730.94 8634.64

Other Operating Income 145.06 128.48

Other Income 65.71 79.52 Profit Before Interest, Depreciation &

Prior period Adjustments. 2577.61 1850.20

(Less): Financial Charges 103.51 79.90

(Less): Depreciation 139.29 113.51

(Less): Prior Period Adjustments - -

Net Profit Before Tax 2334.81 1656.79 (Less): Provision for

- Current taxes 739.30 509.70

- Prior Year taxes 20.21 0.24

- Deferred taxes 37.46 21.52

Profit After Tax 1537.84 1125.33

Add: Opening Balance B/F 1223.10 858.93

Appropriation

Less: Interim Dividend (Rs 44 per share) 490.77 401.54

Proposed Dividend (Rs 16 per share) 178.46 156.15

Corporate Dividend Tax 113.74 90.47 (Including tax on proposed dividend)

Transferred to General Reserve 155.00 113.00

Surplus carried to Balance Sheet 1822.97 1223.10

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform that during the financial year ended 31st March, 2014 the sales of the Company increased from Rs. 8634.64 million to Rs. 11730.94 million registering a growth of 36%. The net profit before tax for the year under review has increased to Rs. 2334.81 million from Rs. 1,656.79 million of last year, which is an increase of 41%. The net profit stood at Rs 1537.84 million as against Rs. 1125.33 million of the previous year representing a growth of 37%.

DIVIDEND:

During the year 2013-14, your Directors have declared three interim dividends on 30th May,2013 (Rs. 14 per share), 14th November, 2013 (Rs.15 per share) and 14thFebruary, 2014 (Rs. 15 per share) on an equity share value of Rs. 10 each and are also pleased to recommend a final dividend of Rs. 16/- per share aggregating to a total dividend of Rs. 60/-per share of an equity share value of Rs. 10 each amounting to Rs. 669.23 Million for the year ended 31stMarch, 2014.

The final dividend if approved at the forthcoming Annual General Meeting (AGM) will be paid out of the profits of the Company and the same will be paid to those members whose names shall appear on the Company''s Register of Members on 14th August 2014 and in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on 6th August 2014.

DIRECTORS

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.

The Nomination and Remuneration Committee, after considering the relevant experience and expertise of Mr. Shamir Genomal and the business needs of the Company, recommended him for the position of "Executive Director – Chief Strategy Officer". The Board at its Meeting held on 29th May 2014, considered the recommendation and appointed Mr. Shamir Genomal as an Additional Director, designated as "Executive Director-Chief Strategy Officer" with effect from 1st June 2014, which is subject to Shareholders'' approval at the ensuing AGM. Pursuant to Section 161 of the Companies Act, 2013 he will be holding office as Additional Director up to the date of ensuing AGM of the Company and the Company has received notice from a member pursuant to Section 160 of the Companies Act, 2013 signifying his intention to propose the appointment of Mr. Shamir Genomal as Director. Upon shareholders'' approval, the said Director will be liable to retire by rotation.

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Ramesh Genomal and Mr. Nari Genomal, 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 clause 49 of the Listing agreement relating to appointment and re- appointment of directors at the AGM are provided in the Notice to the members.

Independent Directors

The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re- appointment of one more term of 5 years on passing a special resolution by the shareholders of the company. Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years. Sub- section (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. Vide SEBI Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, has amended Clause 49 of the Listing Agreement, which comes into force with effect from 1st October 2014 and as per the revised provisions, the Independent Director who has already served as an Independent Director for five years or more in a Company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to 5 years only.

Our Independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors of your Company, after reviewing the provisions of the Act and the Listing Agreement, are of the opinion that Mr. G P Albal, Mr. Pradeep Jaipuria and Mr. B C Prabhakar fulfil the conditions specified in the Act and the Rules made there under to be eligible to be appointed as

Independent Directors pursuant to the provisions of section 149 of the Act and Clause 49 of the Listing Agreement. The Board of Directors of your Company is also of the opinion that Mr. G P Albal, Mr. Pradeep Jaipuria and Mr. B C Prabhakar are independent of the management of the Company. The Company has received notices from a member pursuant to Section 160 of the Companies Act, 2013 signifying his intention to propose their appointment as Independent Directors.

The above Independent Directors are not liable to retire by rotation.

Key Managerial Personnel

As per Section 203 of the Companies Act 2013, every listed company shall appoint a whole-time key managerial personnel (KMP), comprising of a) Managing Director or CEO or Manager and in their absence a whole time director, b) Company Secretary and c) CFO. The Company is already in compliance with of the provisions and accordingly their appointments have been taken note by the Board of Directors at their meeting held on 29th May 2014. The KMPs of the Company are:

Mr. Sunder Genomal – Managing Director, Mr. Pius Thomas – Chief Financial Officer and 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:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee and

4. Corporate Social Responsibility (CSR) Committee

The Nomination and Remuneration Committee has been constituted by the Board. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, KMPs and Senior Management, in compliance with Section 178(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The following Directors are the Members of the Committee:

1. Mr. G P Albal

2. Mr. B C Prabhakar and

3. Mr. Ramesh Genomal

The Company has constituted a Corporate Social Responsibility committee, pursuant to Section 149 of the Companies Act 2013, relevant schedule and rules thereon. The following are members of the Committee:

1. Mr. Sunder Genomal

2. Mr. Pius Thomas and

3. Mr G P Albal

The brief description, composition and other required details of Audit Committee and Stakeholders Relationship Committee are provided in Corporate Governance Section to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company as a part of Corporate Social Responsibility has made donations to the following trusts:

1. Have a Heart Foundation

2. Christel House India and

3. The National Assocation for the Blind

A seperate Report on Corporate Social Responsibility is given elsewhere in this Annual Report.

BRAND BUILDING AND JOCKEY EXCLUSIVE BRAND OUTLETS (EBOs)

Jockey brand is available in 1,200 cities and towns. The products are available in 23,000 retail outlets spread across India in the following retail formats: EBOs, large format stores, multi brand outlets, traditional hosiery stores and multipurpose stores.

During the year 2013-14, the Company has through its authorised franchisees opened 41 EBOs, taking the total number of EBOs to 139. These outlets are spread throughout India even covering Tier II and Tier III cities. This is a great indicator of the growth potential of the Jockey brand in these cities.

SPEEDO

The Speedo brand has achieved a turnover of Rs.202.40 Million in its 2nd full year of operation. During this period, we have opened two more Exclusive Speedo Brand Outlets taking the total number to six. At the end of 2013-14, the brand is available in 830 stores including large format stores across 62 cities and six Speedo exclusive brand outlets located in Delhi, Gurgaon, Bangalore (2), Chennai and Pune. Based on the initial response and feedback from the market, the brand has strong potential of becoming the dominant brand in the premium swimwear market. Your Directors are confident that the Speedo business would experience healthy growth in the years to come.

EXPANSION AND NEW INVESTMENTS

During the period under review, we have expanded our installed capacity to 162 Million pcs per annum across our various units spread over 1.7 Million square feet in 17 locations in the state of Karnataka. The company has set a medium term target to enhance the installed capacity step by step to 230 Million pieces by December 2015.

The Company is in the process of setting up two more factories; one at the 4 acre land allotted by KIADB at Gowribidanur, Karnataka. This plant will have a production capacity of 15 million pieces per annum. The other factory located at Tiptur in Karnataka will have a capacity of 10 million pieces per annum. A further plant is being planned in Hassan with a capacity of 4 million pieces per annum.

PROSPECTS

Your company is highly encouraged by the enduring strong brand equity, image and leadership of the Jockey brand and the rising strength of the Speedo brand in the respective markets. Your company will continue its unrelenting endeavour to satisfy consumers with the finest products in terms of style, design, comfort, fit and quality in all verticals; Jockey Men''s and Women''s Innerwear, Leisurewear and Activewear, as well as Speedo Swimwear and Swimwear related equipment.

The Jockey brand continues to live up to the results of an independent ''brand health'' study carried out by Nielsen Research Agency in a previous year that has rated the Jockey brand health in India among the most powerful brands in their research experience across all categories. The research involved fourteen cities in all four

zones across the nation. The 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.

With the continued support from Jockey International, USA, and access to ideas, trends and innovations from forty other Jockey international licensees throughout the world, your company''s long term commitment to newness & innovation will never waver, be it product, technology upgradation, back end processes or marketing. With the Company''s strong in-house back end capabilities, manufacturing expertise and state of the art technology that is continuously evolving, combined with a very strong distribution network, your Directors remain optimistic about the future prospects of the Company and expect continued healthy sales growth and profitability in the coming years, further consolidating its position in the premium market for Innerwear, Leisurewear and Activewear.

Boston Consulting Group has come out with a report in 2012 on the Indian Consumption growth story under the name "The Tiger Roars". The report suggests that consumption of apparel will go up by four times between 2010 and 2020 and indicates that the consumption of premium brands is expected to be even higher than the industry average. This augurs well for premium brands like Jockey and Speedo. The Indian consumer growth story remains healthy particularly in the premium segment (our target market). Apart from general growth in disposable incomes, the factors that determine consumption (education, occupation, urbanization, rise in nuclear families, retail becoming more organized and consumers becoming more aspirational, discerning and brand savvy) are all evolving in favour of the Jockey and Speedo brands as leading premium brands in the category.

ENVIROMENT, HEALTH AND SAFETY:

Your Directors are committed to strict compliance of not just statutory requirements but even more stern internal policies and best practices related to environment, health and safety in all our units. In the year under review, your Company has further strengthened its commitment to workplace compliance by increasing the strength of the workplace Compliance Department to enhance monitoring and control in all these areas.

Environment: Your Company is an environment friendly organization as it is a non-polluting and non-effluent generating manufacturing set-up.

Health: Though the manufacturing units of the Company are non-hazardous in nature, your Directors are always particular to ensure good health of employees in the organization. Each unit is established with medical centre equipped with required medical facilities along with competent Doctors, Nurses and supporting staff to achieve "Zero Harm" to employees, staff and visitors. Few of our best practices are; (i) special attention to pregnant ladies and crèche children, (ii) Periodical medical check-up for caterers and house-keepers, (iii) Half-yearly TT immunization to employees at Maintenance Department, (iv) Conducting periodical health awareness programmes, etc.

Safety: Safe Workplace to all employees, contractors and visitors are one of the prime objects of the organization. Each unit is equipped with necessary equipment viz., Fire Hydrants, Fire Extinguishers, Personnel trained in First-Aid & Fire Fighting etc. Your Company conducts periodical Internal and External Safety & Electrical Audit to assess the Workplace Condition at every unit. We regularly schedule and conduct mock drills and safety awareness programmes to ensure proper training. The Company has constituted Internal Complaints Committee in compliance with the Sexual harassment of women at work place (prevention, prohibition and redressal) Act 2013.

INDUSTRIAL RELATIONS

Industrial relations are cordial at all levels and your Directors sincerely acknowledge the exemplary dedication of all its employees.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required in the Listing Agreement, a Management Discussion and Analysis Report is enclosed as part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance. The report on corporate governance as stipulated under

Clause 49 of the Listing Agreement 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.

LISTING

Your Company''s shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the annual listing fees have been duly paid.

UNCLAIMED SHARES SUSPENSE ACCOUNT

As stipulated in the Clause 5A of the Listing Agreement, there are no shares that remain unclaimed lying in the escrow account.

AUDITORS

Statutory Auditors

M/s Haribhakti & Co., Chartered Accountants, will retire at the ensuing AGM and are eligible for re- appointment. M/s Haribhakti & Co have confirmed that their re-appointment, if made, shall be within the limits specified under section 141 of the Companies Act, 2013.

The Audit Committee and the Board of Directors of the company propose the re-appointment of M/s Haribhakti & Co as statutory auditors of the company and to hold office from the conclusion of this AGM to the conclusion of the fourth consecutive AGM (subject to ratification of the appointment by the members at every AGM held after this AGM) and that the Board of Directors be and are hereby authorized to fix such remuneration as may be recommended by the audit committee in consultation with the auditors.

Cost Auditors and Cost Audit Report

The Board of Directors has appointed M/s. Venkanna & Co., Cost Accountants bearing Registration No. 101160 as the Cost Auditor for the financial year 2013-14.The Audit Committee recommended the appointment. Co M/s. Venkanna & Co have confirmed that their re- appointment, if made, shall be within the limits specified under section 141 of the Companies Act, 2013.

The Cost Audit Report for the financial year 2012- 13 is due on 30th September 2013. The Company filed the Cost Audit Report on 20th September 2013.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956, read with the companies (particulars of employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure-I to the Directors report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, is required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in the Annexure II to the Directors report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

- all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

- such accounting policies have been selected

and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a ''going concern'' basis.

GENERAL

The Directors acknowledge the support given by the Licensors, M/s Jockey International Inc., USA, and Speedo International Limited, U.K., as well as all our business associates. The Board also wishes to place on record their sincere thanks and appreciation to the Government of Karnataka, Bankers of the Company and 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

Bangalore

29th May, 2014 CHAIRMAN


Mar 31, 2013

The Directors take pleasure in presenting the 18th Annual Report of the Company together with audited accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Financial results for the year under review are summarised below: (Rupees in Million)

For the For the Particular''s year ended year ended 31st March, 31st March, 2013 2012

Sales 8634.64 6834.09

Other Operating Income 123.30 131.45

Other Income 84.69 52.10

Profit Before Interest, Depreciation & Prior period Adjustments. 1850.20 1513.91

(Less): Financial Charges 79.90 66.73

(Less): Depreciation 113.51 106.22

(Less): Prior Period Adjustments - 0.01

Net Profit Before Tax 1656.79 1340.95

(Less): Provision for

- Current taxes 509.70 403.00

- Prior Year taxes 0.24 27.80

- Deferred taxes 21.52 10.28

Profit After Tax 1125.33 899.85

Add: Opening Balance B/F 858.93 535.72

Appropriation

Less: Interim Dividend 401.54 301.15

Proposed Dividend 156.15 111.54

Corporate Dividend Tax 90.47 66.95 (Including tax on proposed dividend)

Transferred to General Reserve 113.00 97.00

Surplus carried to Balance Sheet 1223.10 858.93

FINANCIAL HIGHLIGHTS & PERFORMANCE:

Your Directors wish to inform you that during the financial year ended 31st March, 2013, the sales of the Company increased from Rs. 6,834.09 million to Rs.8,634.64 million registering a growth of 26%. The net profit before tax for the year under review has increased to Rs. 1,656.79 million from Rs. 1,340.94 million of last year, which is an increase of 24%. The net profit stood at Rs. 1,125.33 million as against Rs. 899.85 million of the previous year representing a growth of 25%.

DIVIDEND:

During the year 2012-13, your Directors have declared three interim dividends on 30th May, 2012 (Rs. 10 per share), 8th November, 2012 (Rs.12 per share) and 14th February, 2013 (Rs. 14 per share) on an equity share value of Rs. 10 each and are also pleased to recommend a final dividend of Rs. 14/- per share aggregating to a total dividend of Rs. 50/- per share of an equity share value of Rs. 10 each amounting to Rs. 557,693,700/- for the year ended 31st March, 2013.

The final dividend if approved at the forthcoming Annual General Meeting will be paid out of the profits of the Company and the same will be paid to those members whose names shall appear on the Company''s Register of Members on 31st July, 2013 and in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

EXPANSION OF CAPACITY:

In order to accommodate the market demand; the Company has geared up to augment its production capacity. During the period under review, the following expansions have taken place:

Kodichikkanahalli Unit: The capacity has stabilized at 24 million pieces of garments per annum. Automated cutting of garments has been installed to increase the productivity.

Hosa Road Unit: The capacity of this unit has been enhanced to 6 million pieces per annum.

Mangammapalya Unit: The capacity of this unit has been enhanced to 9 million pieces per annum.

Hennagara Unit: A new unit has been set up with a capacity of 18 million pieces per annum.

Hassan Unit: This is situated at Hassan, Karnataka. It is our first unit situated outside Bangalore and has become operational with a capacity of 16 million pieces per annum.

Begur Road Unit: The capacity at this Unit has been stabilized at 35 million pieces per annum.

Bommasandra Unit: The capacity at this Unit has been stabilized at 27 million pieces per annum and automated cutting of garments has been installed to increase the productivity.

Karnataka Industrial Areas Development Board (KIADB) has allotted and handed over four acres of land at Gowribidanur Area, Chikkaballapura District. As KIADB approval for construction has been obtained, we would commence the construction activities at the earliest. KIADB has allotted us five acres of land at Dodaballapura and Hassan.

STAR SME AWARD BY BUSINESS STANDARD:

Your Directors are happy to announce that Business Standard has selected your Company as the "Best Performer" in the SME Sector for the year 2012.The award was handed over to Mr. Sunder Genomal, Managing Director, by none other than the Honourable President of India, Shri Pranab Mukherjee, in a function held at Mumbai on 23rd March, 2013.

SPEEDO BRAND:

In the first full year of operations, 2012-13, we achieved a turnover of Rs.160.03 million for the Speedo brand. During this period, we have opened four Exclusive Speedo Brand Outlets. As at the end of this period, the brand is available in 630 stores including large format stores across 62 cities and five Speedo exclusive brand outlets located in Delhi, Gurgaon, Bangalore, Chennai and Pune. Based on the initial response and feedback from the market, your Directors are confident that the Speedo business would experience significant growth in the years to come.

JOCKEY EXCLUSIVE BRAND OUTLETS (EBOs):

During the period under reporting, we have, through our authorised franchisees, opened 29 new EBOs, taking the total number of EBOs for the Jockey brand to 100. These EBOs are spread throughout India in almost all major cities including Tier II & III cities.

DIRECTORS:

Mr. Ramesh Genomal and Mr. Nari Genomal, Directors of the Company will be retiring by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

During the year under review, Mr. B.C. Prabhakar has been appointed as Additional Director and Mr. Pius Thomas has been appointed as Additional & Executive Director-Finance on 13th September 2012. Pursuant to Section 260 of the Companies Act, 1956 they will be holding office as Additional Directors up to the date of ensuing Annual General Meeting of the Company and the Company has received notices from a member pursuant to Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. B.C. Prabhakar and Mr. Pius Thomas as Directors. Upon their appointment, the said Directors will be liable to retire by rotation. Considering the vast experience and expert knowledge of Mr. B.C. Prabhakar and Mr. Pius Thomas, it will be advantageous for the Company to continue to avail their respective services.

EXPORTS:

The Company''s exports during the year under review amounted to Rs.20.08 million.

PROSPECTS:

Jockey continues to maintain its reputation as a well respected brand in its category, not just among consumers but the trade as well. Your company is highly encouraged by the brand equity, image, strength and leadership in the market and will continue its unrelenting endeavour to satisfy consumers with the best products in terms of style, design, comfort, fit and quality in all verticals, men''s innerwear, women''s innerwear and leisurewear and sportswear.

Your Directors are very heartened by the fact that Jockey continues to live up to its strong brand equity as determined through an independent ''brand health'' study carried out by Nielsen Research Agency in the previous year. The research involved fourteen cities in all four zones across the nation. The 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. The research agency has rated the Jockey brand health in India among the most powerful brands in their research experience across all categories.

Boston Consulting Group has recently come out with a report on Indian Consumption growth story under the name "The Tiger Roars". The report suggests that consumption of apparel will go up by four times between 2010 and 2020 and indicates that the consumption of premium brands is expected to be even higher than the industry average. This augurs well for a premium brand like Jockey. The Indian consumer growth story remains healthy particularly in the premium segment (our target market). Apart from general growth in disposable incomes, the factors that determine consumption (education, occupation, exposure to the world, urbanization, rise in nuclear families, retail becoming more organized and consumers becoming more aspirational, discerning and brand savvy) are all evolving in favour of the Jockey brand as a leading brand in the category.

With the backing of Jockey International, USA, and access to ideas, trends and innovations from forty other Jockey international licensees throughout the world, your company''s long term commitment to newness & innovation will never waver be it product, back end processes or marketing. With the Company''s strong in-house back end capabilities, manufacturing expertise and state of the art technology, combined with a very strong distribution network, your Directors are optimistic about the future prospects of the Company and expect continued healthy sales growth and profitability in the coming years, further consolidating its position in the premium market for innerwear, leisurewear and sportswear.

ENVIROMENT, HEALTH AND SAFETY:

Your Directors are committed to strict compliance of not just statutory requirements but even more stern internal policies and best practices related to environment, health and safety in all our units. In the year under review, your Company has further strengthened its commitment to workplace compliance by setting up a dedicated Workplace Compliance Department to ensure constant monitoring and control in all these areas.

Environment: Your Company is an environment friendly organization as it is a non-polluting and non-effluent generating manufacturing set-up.

Health: Though the manufacturing units of the Company are non-hazardous in nature, your Directors are always particular to ensure good health of employees in the organization. Each unit is established with Medical Centre equipped with required medical facilities along with competent Doctors, Nurses and supporting staff to achieve "Zero Harm" to employees, staff and visitors. Few of our best practices are; (i) special attention to pregnant ladies and creche children,

(ii) Periodical medical check-up for caterers and house-keepers, (iii) Half-yearly TT immunization to employees at Maintenance Department, (iv) Conducting periodical health awareness programmes, etc.

Safety: Safe Workplace to all employees, contractors and visitors are one of the prime objects of the organization. Each unit is equipped with necessary equipments viz., Fire Hydrants, Fire Extinguishers, Personnel trained in First-Aid & Fire Fighting etc. Your Company conducts periodical Internal and External Safety & Electrical Audit to assess the Workplace Condition at every unit. We regularly schedule and conduct mock drills and safety awareness programmes to ensure proper training.

INDUSTRIAL RELATIONS:

Industrial relations are cordial at all levels and your Directors sincerely acknowledge the exemplary dedication of all its employees.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE:

As required in the Listing Agreement, a Management Discussion and Analysis Report, and a separate report on Corporate Governance are enclosed as part of this 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.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of corporate governance. The report on corporate governance as stipulated under clause 49 of the listing agreement forms part of the annual report.

LISTING:

Your Company''s shares 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.

STATUTORY AUDITORS:

M/s. Haribhakti & Co., Chartered Accountants, bearing registration No.103523W, Mumbai, the retiring auditors have given the certificate pursuant to Section 224(1-B) of the Companies Act, 1956 and are eligible for reappointment.

COST AUDITORS:

Pursuant to Order F.No.52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, the Board of Directors has appointed M/s. Venkanna & Co., Cost Accountants within the meaning of Cost & Works Accountants Act bearing Registration No. 101160 as the Cost Auditor for the Financial Year 2012- 13, based on the recommendation of Audit Committee of Directors. The Cost Audit Report will be filed within the due date.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned Rs. 7.71 Million Foreign Exchange Outgo Rs. 682.19 Million

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Pursuant to the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, the statement relating to the particulars of employees forming part of this Report is given below:

No other persons during the year 2012-13 were drawing remuneration in excess of the limit prescribed in the Companies (Particulars of Employees) Amendment Rules, 2011.

CONSERVATION OF ENERGY :

All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy. Consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure A attached.

The 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 conserve energy.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

- all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

- such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a ''going concern'' basis.

GENERAL:

The Directors acknowledge the support given by the Licensor M/s Jockey International Inc., USA, M/s. Speedo International Limited and the Distributors. The Board also wishes to place on record their sincere thanks and appreciations to the Government of Karnataka, Bankers of the Company and the Co-operation extended by the employees at all levels.

By Order of the Board

For and on behalf of the Board of Directors

Bangalore

30th May, 2013 CHAIRMAN


Mar 31, 2012

The Directors take pleasure in presenting the 17th Annual Report of the Company together with audited accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

Financial results for the year under review are summarised below:

(Rupees in Million)

Particulars For the For the year ended year ended 31st March 31st March 2012 2011

Sales 6834.09 4915.62

Other Income 183.56 120.95

Profit before Interest, Depreciation & Prior period Adj. 1513.91 1016.63

(Less): Financial Charges 66.73 47.75

(Less): Depreciation 106.22 98.30

(Less): Prior period Adjustments 0.01 (3.51)

Net Profit Before Tax 1340.95 877.61

(Less): Provision for

- Current taxes 403.00 286.31

- Prior Year taxes 27.80 18.17

- Deferred taxes 10.28 5.81

- Wealth Tax 0.25 0.23

Profit After Tax 899.85 585.49

Appropriation

Less: Interim Dividend 301.15 245.39

Proposed Dividend 111.54 44.62

Corporate Dividend Tax (Including tax on proposed dividend) 66.95 47.99

Transferred to General Reserve 97.00 60.00

Surplus carried to Balance Sheet 858.93 535.72

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform you that during the financial year ended 31st March 2012, the sales of the Company increased from Rs. 4,915.62 million to Rs. 6,834.09 million registering a growth of 39 %. The net profit before tax for the year under review has increased to Rs.1,340.95 million from Rs. 877.61 million of last year, which is an increase of 53%. The net profit stood at Rs.899.85 million as against Rs. 585.49 million of the previous year representing a growth of 54%.

DIVIDEND:

During the year 2011-12, your directors have declared three interim dividends on 27th May 2011 (Rs. 5 per share), 10th November 2011 (Rs.12 per share) and 9th February 2012 (Rs. 10 per share) on an equity share value of Rs. 10 each and are also pleased to recommend a final dividend of Rs. 10/- per share aggregating to a total dividend of Rs. 37 per share of an equity share value of Rs. 10 each amounting to Rs. 41,26,93,338/- for the year ended 31st March 2012. The final dividend if approved at the forthcoming Annual General meeting will be paid out of the profits of the Company. The dividend will be paid to those shareholders whose names appears on the Register of Members of the Company after giving effect to all valid share transfers lodged with the share transfer agent on or before 16th July 2012 and to those whose names appears as beneficial owners in the records of National Securities Depositories Limited and Central Depository Services (India) Limited as on the said date.

EXPANSION OF CAPACITY:

Begur Road Complex: Production capacity at Begur Road Complex has stabilised at 35 million pieces including partial shift working.

Bommasandra Complex: The capacity at Bommasandra complex has stabilised at 27 million pieces of garments per annum.

Kodichikkanahalli Complex: The capacity has been stepped up to 24 million pieces of garments per annum. We have also installed centralised automated cutting of garments in this complex.

Hosa Road Complex: The capacity of this unit has stabilised at 4 million pieces of garments.

Other Garmenting units: The unit set up at Kudlu Gate has stabilised with a capacity of 15 million garments per annum. We have also set up a unit at Mangammanapalya with a capacity of 7 million pieces per annum.

Elastic Unit: Your Company has expanded capacity for the manufacture of woven elastic to 29 million metres per annum. The capacity for manufacture of knitted elastic has been enhanced to 14 million metres per annum.

Socks Unit: The capacity of socks unit has been expanded to 4.4 million pairs per annum.

The four acres of land allotted to us by Karnataka Industrial Areas Development Board (KIADB) at Gowribidanur Area, Chikkaballapura District has been physically handed over to us. We have obtained approval from KIADB for construction of the factory which is expected to commence by September' 12.

NEW TERRITORY:

Your Directors are happy to announce that the company has appointed a UAE Distributor for Jockey and has made the first shipment to UAE during the year under review. Our objective is to carry out brand building activities in the region and portray a high brand image as was done in India.

BRAND BUILDING AND EXCLUSIVE BRAND OUTLETS (EBOs)

During the year 2011-12, we have, through our authorised franchisees, opened eleven Jockey Exclusive Brand Outlets. Including these outlets, the total EBOs now number 71, well spread out in all major cities.

DIRECTORS

As per the provisions of the Companies Act 1956 and the Articles of Association of the Company, Mr. G P Albal and Mr. Sunder Genomal, Directors of the Company would be retiring by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

The Board of Directors at their meeting held on 28th May 2010 re-appointed Mr. Sunder Genomal as Managing Director of the Company for a period of 5 years with effect from 1st August 2011.The same got subsequently approved by the shareholders at their meeting held on 30th July 2010.

Considering the increase in the business volume and the contribution made by the Managing Director, the Board revised the remuneration payable to the Managing Director as set out in resolution No.6 in the notice. The Board places the resolution for your approval.

EXPORTS

The Company's exports during the year under review amounted to Rs.14.53 million.

PROSPECTS

In the year under review, your company commissioned 'Nielsen' research agency to conduct an independent 'brand health' study for the Jockey brand in India. The research involved fourteen cities in all four zones across the nation. Your Directors are happy to inform you that the results of the study were very heartening and showed that Jockey 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. The research agency has rated the Jockey brand health in India among the most powerful brands in their research experience across all categories.

Jockey is indeed a very well entrenched and well respected brand in its category, not just among consumers but the trade as well. Your company is highly encouraged by the brand image, strength and leadership in the market and will continue its unrelenting endeavour to satisfy consumers with the best products in terms of style, design, comfort, fit and quality.

The Indian consumer growth story remains healthy particularly in the premium segment (our target market). Apart from general growth in disposable incomes, the factors that determine consumption (education, occupation, exposure to the world, urbanization, rise in nuclear families, retail becoming more organized and consumers becoming more aspirational, discerning and brand savvy) are all evolving in favour of the Jockey brand as a leading brand in its category.

With the backing of Jockey International, USA, and access to ideas, trends and innovations from forty other Jockey international licensees throughout the world, your company's long term commitment to newness & innovation will never waver be it product, back end processes or marketing. With the company's strong in-house back end capabilities, manufacturing expertise and state of the art technology, combined with a very strong distribution network, your Directors are optimistic about the future prospects of the Company and expect continued healthy sales growth and profitability in the coming years, further consolidating its position in the premium market for innerwear, leisurewear and sportswear.

AGREEMENT WITH SPEEDO INTERNATIONAL LIMITED:

We have on 1st July 2012 entered into a License and Distribution agreement with M/S. Speedo International Limited, London, UK for the exclusive right to manufacture and distribute Speedo products in India consisting of swimwear, apparel, water shorts, equipments and footwear. We launched Speedo brand of products in January of 2012 and have achieved Sales of Rs. 27.75 million during the current financial year.

Speedo is the number one brand and product choice for swimmers around the world. While swimwear in India is still at a nascent stage, the prospects for this category blossoming are exciting.

It is a matter of great pride for all of us at Page Industries to partner with a brand of this stature. We are sure that Speedo's product technology & marketing leadership, clubbed with our expertise in manufacturing and distribution will go a long way in forging a very successful and mutually beneficial partnership.

HEALTH, SAFETY AND ENVIRONMENT

Health, safety and the environment are always areas of concern for the Company. Your directors are committed to providing optimum safety to the employees, public, plant and equipment, as embedded in the organisational values, by reviewing our safety aspects on regular intervals and by adhering to strict compliance of laws related to safety. Your company not only ensures strictest statutory compliance but goes a step further by commissioning external international agencies to conduct periodic audits of the plant and outsourcing agencies, in the areas of health, security and safety. Your Company is an environment friendly organisation as it is a non- polluting and non-effluent generating manufacturing setup. During the year under review, we have carried out safety inspection audit by independent agency and the agency expressed their satisfaction over our safety aspects. We have also set up RO (Reverse Osmosis) water treatment plants at our factories at Bommasandra, Begur Road, Hosa Road and Kodichikkanahalli Road to make available clean drinking water to our employees. The same will be extended to all units.

INDUSTRIAL RELATIONS

Industrial relations are cordial at all levels and your Directors sincerely acknowledge the exemplary dedication of all its employees.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

As required in the Listing Agreement, a Management Discussion and Analysis Report, and a separate report on Corporate Governance are enclosed as part of this 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.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance. The report on corporate governance as stipulated under clause 49 of the listing agreement forms part of the annual report.

LISTING

Your Company's shares 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

M/s Haribhakti & Co., Chartered Accountants, Mumbai, the retiring auditors have given the certificate pursuant to Section 224(1-B) of the Companies Act, 1956 and are eligible for re- appointment.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned Rs.10.47 Million

Foreign Exchange Outgo Rs. 503.42 Million

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, the statement relating to the particulars of employees forming part of this Report is given below:

Name Sunder Genomal Vedji Ticku

Designation Managing Director Chief Operating Officer

Remuneration received during 2011-12 Rs. 1,02,85,306 Rs. 75,00,000

Other terms and conditions NA NA

Nature of employment Liable to retire by Permanent rotation

Nature of duties Overall control on the Overall management affairs of the company of entire operations including all production function sales and marketing

Qualification M. Tech (Industrial B.E(Mech) Engineering)

Experience Three decades of Having 19 years to experience in various experience in facets of the textile sales field industry

Age 57 years 45 years

Last Employment P.T.Velveteens Eureka Forbes (Indonesia)

Date of commencement 01-04-1996 as 07-05-1997 of employment Managing Director

No of shares 22,12,500 shares NA

% of paid up share capital 19.836% NA

No other persons during the year 2011-12 were drawing remuneration in excess of the limit prescribed in the Companies (Particulars of Employees) Amendment Rules, 2011.

CONSERVATION OF ENERGY :

All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure A attached.

The 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 conserve energy.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

- all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

- such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a 'going concern' basis.

GENERAL

The Directors acknowledge the support given by the Licensor M/s Jockey International Inc., USA, M/s Speedo International Limited, UK and the Distributors. The Board also wishes to place on record their sincere thanks and appreciations to the Government of Karnataka, Bankers of the Company and the Co-operation extended by the employees at all levels.

By Order of the Board

For and on behalf of the Board of Directors

Bangalore

30th May, 2012 CHAIRMAN


Mar 31, 2011

The Directors take pleasure in presenting the 16th Annual Report of the Company together with audited accounts of the Company for the year ended 31 March 2011.

FINANCIAL RESULTS:

Financial results for the year under review are summarised below:

(Rupees in Million)

For the year For the year Particulars ended 31st ended 31st

March 2011 March 2010

Sales 4915.62 3,393.80

Other Income 120.95 63.98

Proft before Interest, 1024.87 705.58

Depreciation & Prior period Adj.

(Less): Financial Charges 52.25 29.74

(Less): Depreciation 98.30 89.87

(Less): Prior period (3.51) 0.80

Adjustments

Net Proft Before Tax 877.83 585.17

(Less): Provision for

- Current Taxes 268.14 186.00

- Prior Year Taxes 18.17 -

- Deferred Taxes 5.81 2.96

- Wealth Tax 0.23 0.11

Proft After Tax 585.49 396.10

Appropriation

Less: Interim Dividend 245.39 234.23

Proposed Dividend 44.62 -

Corporate Dividend 47.99 39.81

Tax (Including tax on proposed dividend)

Transferred to General 60.00 40.00

Reserve

Surplus carried to 535.72 348.23

Balance Sheet

FINANCIAL HIGHLIGHTS & PERFORMANCE:

Your Directors wish to inform you that during the fnancial year ended 31st March 2011, the sales of the Company increased from Rs.3,393.80 million to Rs. 4915.62 million registering a growth of 45%. The net proft before tax for the year under review has increased to Rs. 877.83 million from

Rs. 585.17 million of last year, which is an increase of 50%. The net proft stood at Rs. 585.49 million as against Rs. 396.10 million of the previous year representing a growth of 48%.

DIVIDEND:

During the year 2010-11, your directors have declared three interim dividends on 14th June 2010 (Rs. 10 per share), 12th November 2010 (Rs. 8 per share) and 11th February 2011 (Rs. 4 per share) on an equity share value of Rs. 10 each and also are pleased to recommend a fnal dividend of Rs. 4 per share aggregating to a total dividend of Rs. 26 per share of an equity share value of Rs. 10 each amounting to Rs. 290,000,724/- for the year ended 31st March 2011. The final dividend if approved at the forthcoming Annual General Meeting will be paid out of the profts of the Company. The dividend will be paid to those shareholders whose names appears on the Register of Members of the Company after giving effect to all valid share transfers lodged with the share transfer agent on or before 2nd August 2011 and to those whose names appears as benefcial owners in the records of National Securities Depositories Limited and Central Depository Services (India) Limited as on the said date.

EXPANSION OF CAPACITY:

Begur Road Complex: The production capacity at Begur Road has stabilised at 35 million pieces including partial shift working.

Bommasandra Complex:The capacity at the complex has been stepped up to 27 million pieces of garments per annum.

Kodichikkanahalli Complex: The third building of the complex has been occupied in January 2011. The capacity of the complex has been stabilised to 15 million pieces. We have already commenced automated laying and cutting of garments at the Kodichikkanahalli complex.

Hosa Road Complex: The production unit started at Hosa Road has stabilised at 4 million pieces of garments.

Other Garmenting units: We have started a new unit at Kudlu Gate on leased premises where we are planning to install a capacity of 10 million pieces per annum. We have also identifed another building in South Bangalore for expansion of capacity.

Elastic Unit: Your Company has expanded the capacity for the manufacture of woven elastic to 27 million metres per annum. We are planning to add another 12 machines during the current year. The capacity for manufacture of knitted elastic has been enhanced to 9 million metres per annum.

Socks Unit: Socks unit has expanded the capacity to 3.5 million pairs per annum.

The four acres of land allotted to us by Karnataka Industrial Areas Development Board at Gowribidanur Area, Chikkaballapura District has been physically handed over to us. We are evaluating various proposals for construction of factory at this location. KIADB has also allotted additional fve acres of land at Dodaballapura Industrial Area for expansion projects.

AGREEMENT WITH JOCKEY INTERNATIONAL, INC, USA

Your directors are proud to announce that the licensing agreement with Jockey International Inc. has been extended for a twenty year period valid up to 2030. Moreover, under this new agreement, UAE has been added as our territory.

BRAND BUILDING AND EXCLUSIVE BRAND OUTLETS (EBOs)

During the year 2010-11, we have, through our authorised franchisees, opened thirteen Exclusive Brand Outlets. Including these outlets, the total EBOs now number 67, well spread out in all major cities.

The Just Jockeying campaign has been very successful in its emotional connect with the target audience. Taking this forward and beyond will be the next burst of Just Jockeying campaigns which promise new freshness and verve.

TRAINING CENTRES:

It is essential to have a training centre to train fresh candidates for various production jobs. Garmenting being an expanding industry we cannot depend only on the available pool of trained workers. Bearing this is in mind we have started our own training centre with 80 machines to train freshers and workers belonging to the industry. Training is given for a period of 30 days where the candidates are frst exposed to tailoring and then based on their performance they are trained in multi-skilled operations. On an average 72 to 80 people are being trained every month and are provided employment in company factory.

HEALTH, SAFETY AND ENVIRONMENT

Health, safety and the environment are always areas of concern for the Company. Your directors are committed to providing optimum safety to the employees, public, plant and equipment, as embedded in the organisational values, by reviewing our safety aspects on regular intervals and by adhering to strict compliance of laws related to safety. Your company not only ensures strictest statutory compliance but goes a step further by commissioning external international agencies to conduct periodic audits of the plant and outsourcing agencies, in the areas of health, security and safety. Your Company is an environment friendly organisation as it is a non-polluting and non- effuent generating manufacturing setup. During the year under review, we have carried out safety inspection audit by independent agency and the agency expressed their satisfaction over our safety aspects. We have also set up RO (Reverse Osmosis) water treatment plants at our factories at Bommasandra, Begur Road, Hosa Road and Kodichikkanahalli Road to make available clean drinking water to our employees. The same will be extended to all units.

The Company has well –maintained health centres with qualifed medical offcers and nurses at each unit.

- They are entrusted with the duty of conducting periodical check ups for pregnant women and children at crèche.

- Other employees are also attended by doctors as and when they fall sick.

- All maintenance department employees are given TT injections periodically.

Your Company has conducted a Social and Law Awareness programme by inviting personnel from the Department of Factories, Department of Labour and NGOs to educate workers on laws like the Factories Act, Payment of Wages Act, Maternity Beneft Act, Dowry Prohibition Act, and Family Atrocities Act.

DIRECTORS:

As per the provisions of the Companies Act 1956 and the Articles of Association of the Company, Mr. Nari Genomal and Mr. Timothy Ralph Wheeler, Directors of the Company would be retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

During the year 2010-11, Mr. Ravi Uppal, Director resigned from the Board on 1st November 2010 and the Board wishes to place on record its sincere appreciation of the valuable service rendered by Mr. Ravi Uppal during his tenure as a Director.

During the year under review, Mr. Pradeep Jaipuria was appointed as Additional director on 11th February 2011 by the Board of Directors at their Meeting. Pursuant to Section 260 of the Companies Act, 1956 he will be holding offce as Director up to the date of ensuing Annual General Meeting of the Company and the Company has received notice from a member pursuant to Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. Pradeep Jaipuria

who is liable to retire by rotation. Considering his vast experience and expert knowledge, it will be advantageous for the Company to continue to avail the services of Mr. Pradeep Jaipuria in the capacity of Director.

EXPORTS:

The Companys exports during the year under review were Rs. 16.29 million compared to Rs. 11.05 million.

PROSPECTS:

Jockey had grown to become a very well entrenched and well respected brand in its category in India, not just among consumers but the trade as well. Your Directors are optimistic about the future prospects of the Company and are hopeful that in an environment where retail is becoming more organised and consumers becoming more discerning, combined with relentless product innovations, consistent quality, a strong brand image and innovative marketing strategies, the Company will be able to substantially add to its sales growth and proftability in the current year, further consolidating its position in the premium innerwear market.

INDUSTRIAL RELATIONS:

Industrial relations are cordial at all levels and your Directors sincerely acknowledge the exemplary dedication of all its employees.

FIXED DEPOSITS

The Company has not accepted any fxed deposits during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE:

As required in the Listing Agreement, a Management Discussion and Analysis Report, and a separate report on Corporate Governance are enclosed as part of this Annual Report. A certifcate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance. The report on corporate governance as stipulated under clause 49 of the listing agreement forms part of the annual report.

LISTING:

Your Companys shares 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:

M/s Haribhakti & Co., Chartered Accountants, Mumbai, the retiring auditors have given the certificate pursuant to Section 224(1-B) of the Companies Act, 1956 and are eligible for re-appointment.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned Rs. 3.48 million Foreign Exchange Outgo Rs. 510.76 million

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Pursuant to the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, the statement relating to the particulars of employees forming part of this Report is given below:

Name Sunder Genomal

Designation Managing Director

Remuneration received Rs. 10,391,472 during 2010-11

Other terms and NA conditions

Nature of Employment Liable to retire by rotation

Nature of Duties Overall control on the affairs of the company

Qualifcation M. Tech (Industrial Engineering)

Experience Three decades of experience in various facets of the textile industry

Age 57 years

Last Employment P.T.Velveteens, Indonesia

Date of commencement 01-04-1996 as Managing Director of employment

No. of shares 2245293 shares

% of paid up share 20.130% capital

No other persons during the year 2010-11 were drawing remuneration in excess of the limit prescribed in the Companies (Particulars of Employees) Amendment Rules, 2011.

CONSERVATION OF ENERGY:

All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure A attached.

The 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 effcient and productive as the company expands, thus helping conserve energy.

AUDITORS REPORT:

With reference to point No. 2(a) in the Annexure to the Audit Report, the following clarifcation is given:

Reconciliation of stock lying with third parties is in progress and will be completed by August 2011.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confrm that:

- all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

- such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the proft of the Company for the year ended on that date;

- proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions

of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

GENERAL:

The Directors acknowledge the support given by the Licensor M/s Jockey International Inc., USA and the Distributors. The Board also wishes to place on record their sincere thanks and appreciations to the Government of Karnataka, Bankers of the Company and the Co-operation extended by the employees at all levels.

By Order of the Board

For and on behalf of the Board of Directors

Bangalore

27th May, 2011 CHAIRMAN


Mar 31, 2010

The Directors take pleasure in presenting the 15Ih Annual Report of the Company together with audited accounts of the Company for the year ended 31s1 March, 2010.

FINANCIAL RESULTS:

Financial results for the year under review are summarized below:

(Rupees in Million) Particulars For the year For the year ended 31 ended 31 March 2010 March 2009 Sales 3,393.80 2546.51 Other Income 48.61 63.84 rofit before Interest, Depreciation & Prior period Adj. 705.58 572.63 (Less): Financial Charges (29.74) (30.68) (Less): Depreciation (89.87) (73.34) (Less): Prior period Adjustments (0.80) (0.22) Net Profit Before Tax 585.17 468.39 (Less): Provision for - Current taxes (186.00) (144.82) - Prior Year taxes - (6.78) - Deferred taxes (2.96) (0.49) - Wealth Tax (0.11) Profit After Tax 396.10 316.30 Appropriation Less: Interim Dividend 234.23 156.15 Proposed Dividend - 33.46 Corporate Dividend Tax 39.81 32.23 Transferred to General 40.00 32.50 Reserve Surplus carried to 82.06 61.96 Balance Sheet

FINANCIAL HIGHLIGHTS & PERFORMANCE:

Your Directors wish to inform you that during the financial year ended 31 March, 2010, the sales of the Company increased from Rs. 2546.51 million to Rs. 3,393.80 million registering a growth of 33%. The year under review net profit before tax has increased to Rs. 585.17 million from Rs. 468.39 million of last year, which is an increase of 25%. The net profit stood at Rs. 396.10 million as against Rs. 316.30 million of the previous year representing a growth of 25%.

DIVIDEND:

During the year 2009-10, your Directors have declared four interim dividends on 9 April 2009 (Rs. 7 per share), 15 June 2009 (Rs.2 per share), 30 October, 2009 (Rs. 6 per share) and 29 January 2010 (Rs. 6 per share) of an equity share value of Rs. 10 each aggregating to an interim dividend payment of Rs. 21 per share of an equity share value of Rs. 10 each amounting to a total interim payment of Rs. 234,231,354/- for the year ended 31 March 2010. The said interim dividends are considered as final dividend.

UTILIZATION OF IPO FUNDS:

Pursuant to the final prospectus dated 1 March 2007, the Company made an Initial Public Offer during 2006-07 with the objects of Brand Building, Expansion of garment manufacturing capacity in the existing location, Modernisation setting up of a manufacturing facility at Bommasandra, Bangalore, Purchasing a Corporate Office, Implementation of ERP Software and General Corporate Purposes. The utilisation of IPO funds were re-appropriated with due approval of shareholders through a postal ballot. Accordingly, the funds were fully utilised for Brand Building (Rs. 88.11 million), expansion of garment manufacturing capacity in the existing location (Rs. 88.17 million), setting up of new manufacturing facility at Bommasandra, Bangalore (Rs. 270.47 million), expansion of elastic manufacturing facility (Rs. 8.96 million), expansion of socks manufacturing facility (Rs. 9.09 million), implementation of ERP software (SAP) (Rs. 13.89 million), and issue expenses (Rs. 82.31 million). The details of such utilisation were published along with the Financial Results of the Company for quarter ended 30 June 2009.

EXPANSION OF CAPACITY:

Begur Road Complex:

The production capacity at Begur Road has stabilised at 35 million pieces including partial shift working. Bommasandra Complex:

The second building at Bommasandra with an area of 95,000 sq ft has been completed in September09.The capacity at the complex has been stepped upto 20.52 million pieces of garments per annum on a single shift basis. Kodichikkanahalli Complex:

The second building at the complex has been occupied in January10.The capacity of the complex has been stepped up to 15 million pieces of garments per annum on a single shift basis.

Elastic unit:

Your Company is in the process of adding 10 more needle looms to the elastic unit which will enhance the production capacity of woven elastic to 23.76 million metres per annum. Your Company has also installed two machines for the production of knitted elastic with a capacity of 9 million metres per annum.

Socks Unit:

Your Company has further expanded the capacity to 2.83 million pairs per annum as on date and will be further expanding the capacity to 3.50 million pairs per annum.

Your Company has taken up a new unit on lease along Hosa Road to step up production. We. are in the process of installing machines in the building .We are envisaging a capacity of 4 million pieces of garments per annum in this complex on a single shift basis.

For longer term expansion, we are awaiting physical handing of the area of four acres of land allotted to us by the Karnataka Industrial Area Development Board (KIADB) at Gowribidanur Industrial Area, Chikkaballapur District.

BRAND BUILDING AND EXCLUSIVE BRAND OUTLETS (EBOs):

During the year 2009-10, we have, through our authorised franchisees, opened ten Exclusive Brand Outlets. Including these outlets, the total EBOs now number 54, well spread out in all major cities.

Just Jockeying

Jockey is one of the most trusted brands in its category in India as it is all over the world. The bold new campaign launched this year, called "Just Jockeying", was aimed at transforming Jockey into a lifestyle brand, extending it from being a just a strong mens brand to a unisex and a leisurewear brand, while enhancing stature and brand leadership in the consumers mind. The campaign was different as it moved from just portraying functional attributes to an emotional high ground.

Targeted at print and outdoor, the "Just Jockeying" campaign gave the brand a unique ownable position, a leaders stance, spoke from a consumers point of view, was a powerful discriminator, set standards for the category, and gained a high competitive advantage.

HEALTH SAFETY AND ENVIRONMENT:

Health, safety and the environment are always areas of concern for the Company. Your directors are committed to providing optimum safety to the employees, public, plant and equipment, as embedded in the organisational values, by reviewing our safety aspects on regular intervals and by adhering to strict compliance of laws related to safety. Your company not only ensures strictest statutory compliance but goes a step further by commissioning external international agencies to conduct periodic audits of the plant and outsourcing agencies, in the areas of health, security and safety. Your Company is an environment friendly organisation as it is a non-polluting and non-effluent generating manufacturing setup. The Company has initiated the use of paper bags in all its exclusive brand outlets.

DIRECTORS:

As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sunder Genomal and Mr. Ramesh Genomal, Directors of the Company would be retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Board of Directors at their meeting held on 16 August, 2006 appointed Mr. Sunder Genomal as Managing Director for a period of 5 years with effect from 1 August 2006 to 31 July 2011. Your directors consider his re-appointment for a tenure of another 5 years after expiry of the afore- mentioned period. His re-appointment will start from 1 August 2011 to 31 July 2016.The Board places the resolution for your approval.

EXPORTS:

The companys exports during the year under review were Rs.11.05 million compared to Rs. 12.20 million in the previous year

PROSPECTS:

Your directors are proud to announce that shortly Jockey International Inc. will be extending the exclusive Jockey licensing agreement with your company straight through 2030. Moreover, under this new agreement, UAE will be added to the list of existing markets.

Jockey had grown to become a very well entrenched and well respected brand in its category in India, not just among consumers but the trade as well. Your Directors are optimistic about the future prospects of the Company and are hopeful that in an environment where retail is becoming more organised and consumers becoming more discerning, combined with relentless product innovations, consistent quality, a strong brand image and innovative marketing strategies, the Company will be able to substantially add to its sales growth and profitability in the current year.

INDUSTRIAL RELATIONS:

Industrial relations are cordial at all levels and your Directors sincerely acknowledge the exemplary dedication of all its employees.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE:

As required in the Listing Agreement, a Management Discussion and Analysis Report and a separate report on Corporate Governance are enclosed as part of this 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.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of corporate governance. The report on corporate

governance as stipulated under clause 49 of the listing agreement forms part of the annual report.

LISTING:

Your Companys shares 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:

M/s Haribhakti & Co., Chartered Accountants, Mumbai, the retiring auditors have given the certificate pursuant to Section 224(1-B) of the Companies Act, 1956 and are eligible for re-appointment.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned Rs.1.81 Million

Foreign Exchange Outgo Rs. 329.09 Million

CONSERVATION OF ENERGY:

All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy. Energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure A attached.

The 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 conserve energy.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Pursuant to the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the statement relating to the particulars of employees forming part of this Report given as Annexure B attached.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

• all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

• such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date;

• proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on a going concern basis.

The following explanation given to the Audit report and annexure to the Auditors report.

AUDITORS REPORT:

The following explanation given to the Audit report and annexure to the Auditors report.

With reference to point No.4 (f) in the Audit report, the following clarification is given below:

There has been an increase in gratuity limit from Rs. 3.5 lakhs to Rs.10 lakhs which has been approved by President on 18th May 2010, the impact of which could not be actuarially assessed because of time constraint after the date of amendment. However the Company does not expect this additional liability to be material.

With reference to point No.2 (a) in the Annexure to the Audit Report, the following clarification is given:

Reconciliations are in progress and will be completed during the month of June 2010.

With reference to point No.9 (a) in the Annexure to the Audit Report, the following clarification is given:

The amount of outstanding statutory dues on wealth tax of Rs. 2,05,003 will be paid immediately.

GENERAL:

The Directors acknowledge the support given by the Licensor M/s Jockey International Inc., USA and the Distributors. The Board also wishes to place on record their sincere thanks and appreciations to the Government of Karnataka, Bankers of the Company and the Co-operation extended by the employees at all levels.

By Order of the Board For and on behalf of the Board of Directors Bangalore 28th May, 2010 CHAIRMAN

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