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Directors Report of Page Industries Ltd.

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

 
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