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Page Industries

BSE: 532827|NSE: PAGEIND|ISIN: INE761H01022|SECTOR: Textiles - Readymade Apparels
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Directors Report Year End : Mar '19    Mar 17

The Directors take pleasure in presenting the 24th Annual Report of the Company together with its audited accounts for the year ended 31st March 2019.

FINANCIAL RESULTS

Financial results for the year under review are summarised below:

(Rs. in Millions, except earning per share)

Particulars

2018-19

2017-18

Revenue from operations (net)

28,522

25,520

Profit before Interest, Depreciation & Tax

6,534

5,621

Less: Finance Cost

163

166

Profit before Depreciation and Tax

6,371

5,455

Less: Depreciation

311

280

Profit before Tax

6,060

5,175

Less: Tax

2,121

1,705

Profit for the year

3,939

3,470

Other comprehensive income, net of tax

49

(30)

Total Comprehensive income, net of tax

3,988

3,440

Retained earnings- Opening Balance

7,210

5,394

Profit for the year

3,939

3,470

Less:

Effect of Ind-AS 115 of previous year

166

-

Dividends Dividend tax for the year

4,546

1,624

Re-measurement ( /-) on defined benefit plans

(49)

30

Transfer to any reserve

-

-

Retained earnings- Closing Balance

6,486

7,210

Earnings per share (Basic / Diluted) (Rs.)

353.19

311.08

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform that during the financial year ended 31st March 2019 the revenue from operations of the Company increased from Rs. 25,520 million to Rs. 28,522 million registering a growth of 11.76%. The profit before tax for the year under review has increased to Rs. 6,060 million from Rs. 5,175 million of last year, which is an increase of 17.10%. The profit for the year stood at Rs. 3,939 million as against Rs. 3,470 million of the previous year, representing a growth of 13.52%.

DIVIDEND

During the year 2018-19, your Directors have declared interim dividends on 9th August 2018 (Interim dividend Rs. 41 per share), 14th November 2018 (Interim dividend Rs. 41 per share Special Dividend Rs. 110 per share), 14th February 2019 (Interim dividend Rs. 41 per share Special Dividend Rs. 70 per share) and 24th May 2019 (Rs. 41 per share) on an equity share value of Rs. 10 each amounting to Rs. 3,837 million. In total, four interim dividends and two special dividends have been declared and paid. The Board has not recommended any final dividend.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy, which is given in Annexure I to this report.

Dividends have been accounted as per IND AS, as detailed in “Statement of Change in Equity” of the financial statement.

BRAND BUILDING JOCKEY

Jockey brand is distributed in 1900 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 55,000 outlets spread across India.

During the year 2018-19, the Company through its authorised franchisees opened 161 EBOs including 9 ‘Jockey Woman’ EBOs catering exclusively to our women customers, taking the total number of EBOs to 620. These outlets are spread throughout India covering even 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 EBOs, the Company has 6 EBOs outside India (4 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 online retail business has also showed significant growth through www.jockeyindia.com as well as with key e-commerce partners and marketplace, crossing the milestone of Rs. 1000 million revenue from this channel.

SPEEDO

The Speedo brand has achieved a turnover of Rs. 414 million in the financial year 2018-19 as against previous year sales of Rs. 428 million. As on 31st March 2019, Speedo brand is available in 1299 stores including 42 EBO’s and 46 Large Format Stores, spread across 155 cities.

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 the growing market demand, the Company has geared up to augment its production capacity. Your Company’s installed capacity is spread over 2.40 million sq.ft. in 14 locations in Karnataka and one in Tamil Nadu.

The expansion of Women’s raw material & finished goods warehouse at Hassan has been functional from the financial year under review. Socks manufacturing infrastructure has been enhanced by 0.07 million sq.ft.

As said in the previous year Directors’ Report, APIIC has allotted 27 acres of land, on which, your Company is setting up a manufacturing facility of 0.60 million sq. ft built-up area to meet the growing demand of Men’s business. Currently, the Company is in the process of obtaining various approvals from the statutory authorities to commence the civil works. Also your Company proposes to upgrade the existing facilities to increase the efficiency.

A new unit at K.R. Pet near Mysore, of 0.2 million sq. ft., for manufacturing & raw material warehousing will be functional during FY 2019-20. Further alignment with regards to product range verticals, elastic manufacturing and finished goods warehouse facility is being implemented totaling 0.3 million sq. ft.

INTEGRATING A SUSTAINABLE TRANSFORMATION

Your Company has recognized the imperative of sustainability in its business and the role it can play in driving sustainable development in the environment it operates.

In this regard, your Company has initiated and developed its Sustainability Vision and Mission, Sustainability Policy, Sustainability Strategy alongside its maiden Sustainability Report prepared in accordance with the GRI (Global Reporting Initiative) Standards, 2016 .

The expectations of your Company’s stakeholders are the foundation of business decisions. Over the years, it has become increasingly evident that its stakeholders are placing as great an emphasis on its non-financial performance, i.e., environmental, social and governance as on its financial performance. It is, thus, crucial to include their viewpoints and engage them, while defining the materiality of your Company.

Materiality Assessment

Materiality Assessment is a systematic approach designed to identify and prioritize material issues, risks or opportunities that are of prime concern to its stakeholders and could impact your Company’s ability to execute its business strategy. This assessment is the backbone for sustainability reporting. It is necessary for your Company to identify its material topics by considering the two dimensions of the materiality principle:

(1) the significance of the organization’s economic, environmental, and social impacts

(2) their substantive influence on the assessments and decisions of stakeholders

The output of materiality assessment is a materiality matrix that identifies the relative priority of sustainability issues for your Company. This will help your Company to ensure that business decisions are inclusive and can build a more robust long-term strategy considering our risk map of non-financial parameters as well.

In developing its first sustainability report for Financial Year 2018-19, your Company has conducted a materiality assessment exercise to identify and prioritize areas under sustainability around which we have developed our roadmap and identified material topics that we need to report on. For Financial Year 2018-19, we have outlined your Company’s overall commitment and streamlined four focus areas, which we believe are crucial to your Company’s sustainability performance. The four focus areas which define the materiality of your Company are as below:

Supply Chain and 1 1 Logistics

Operations

People

Economic Footprint

Stakeholder Engagement

This being the first year of its sustainability journey, your Company has conducted the materiality assessment by engaging with the internal pool of employees who are interfacing with the external/ internal stakeholder groups relevant for your Company. The functional heads, the departments and department heads and leadership team were the groups and individuals we have engaged with, in conducting the assessment. The various departments/functions involved in the materiality process are listed below:

Senior Leadership

Product development

Finance

Environment Health & Safety

Sourcing

Manufacturing & Operations

Compliance

Human resources

The cluster of material topics that emerged from the assessment has been graphically represented in the ‘Materiality Matrix’ in your Company’s first sustainability report, available on your company’s website.

Upon the identification of the key material topics of your Company, complemented with an assessment of sustainability maturity of your Company, a roadmap has been developed which aims at guiding your Company through its sustainability journey and aligning sustainability performance with business performance.

For more information on your Company’s sustainability performance and report, please refer to its first Sustainability Report Financial Year 2018-19, available at: www.jockeyindia.com/page/ investor-relationship and also available at GRI website www.globalreporting.org.

ENVIRONMENT, HEALTH AND SAFETY

Your Company, in alignment with its Sustainable Development drive, has established several environment friendly initiatives. Your Company promotes eco-friendly policies and has ensured that all its units are compliant with all applicable environment laws, both in letter and spirit.

At Page Industries Limited, safety and health of our employees are a top priority, and we remain committed to build and maintain a safe and healthy workplace. In response to our proactive safety processes, all our employees have demonstrated their commitment to maintain a safe and healthy workplace.

Environment: Your Company’s Environment, Health & Safety (EHS) strategies ensure safe and environmentally responsible operations across all manufacturing sites, warehouses and offices. Your Company optimizes usage of natural resource in line with its Sustainable Development Agenda, and at the same time, provides safe and healthy workplace, ensuring that employee safety and health are not compromised in any manner. The Company has improved health and safety standards through initiatives including improvements in operating procedures, EHS Induction, training, improved disposal of Hazardous and E-waste, Personal Protective Equipment (PPE) implementation audits, Risk assessments, Gemba walks etc., and has created a SAFE, CLEAN and GREEN environment for all its employees.

To ensure that manufacturing operations have no negative effect on environment & human health “Ambient & Indoor Air & Noise Monitoring” was carried out through approved EP/NABL laboratories, which confirmed bare minimal impact on the environment.

Your Company strictly follows laws relating to Management and Disposal of Solid wastes, Hazardous Wastes and Other waste including “E -Wastes. Accordingly, all wastes generated through operations, including used oil, waste oil, oil-soaked cotton waste, oil filters & E - waste are handled and disposed through Vendors registered with pollution control board and duly authorized for such disposal.

Health: Healthy Employees lead to a Healthy Organization. With this approach, various health awareness programs were conducted across various units on health promotion, including programs on General hygiene, Menstrual Hygiene, Family Planning, Prenatal Infection and National Birth Defect Prevention awareness and eye exercises for the Quality team.

Several Health awareness programs were conducted whereby Global Health Campaigns such as World Cancer Day, World Health Day, World Malaria Awareness Day, World Rabies Day, and World Heart Day were observed by the employees, with great emphasis on employee health.

In association with Employees’ State Insurance Corporation (ESIC), (i) Anemia survey was conducted, following which Iron tablets were issued to the anemic employees, and (ii) monthly Prenatal Health Checkups were conducted for all the pregnant women employees following which half yearly multi vitamin syrup and deworming syrup were given to creche kids. Your Company, in association with St. John’s Medical College, has provided Training on First Aid to employees, as part of its proactive measuring in ensuring employee health and safety.

Safety: Your Company, reinforcing its “Safety First” culture has adopted EHS standards, adhering to best standards, codes and practices which are verified through regular audits. Each machine / equipment used, is being tested at regular intervals, as recommended by manufactures. Further, Pressure vessels are being ultra-sonically tested once in six months; and hydrostatically tested once in a year. Lifts & pallet trucks are being tested at least once in a year.

In alignment with Company’s safety standards and training provided, employees adhere to all required norms and comply with all relevant statutory provisions. EHS training is being provided based on roles and responsibility of the respective employees. Inculcating Safety values across the organization, your Company provides training on firefighting, emergency preparedness, importance of PPE’s, LOTO etc., to its employees.

At all the manufacturing sites, Road Safety Week & National Safety Week are being celebrated to promote health and safety awareness. Emergency evacuation drills and training on firefighting are being conducted once in three months by internal experts and once in a year by external agency. Your Company, in association with Workplace Safety Experts, hold home safety awareness sessions at various units / offices during National Safety Week (March 4 to 11). Your Company’s Safety-First culture is popular among employees, that they cheerfully do free hand exercise (for 5 minutes, twice a day), to refresh their mind, which besides energizing them, actually mitigates ergonomic hazard.

EHS handbook on safety procedures and standards was released by the Managing Director. The handbook, printed in English and Kannada, was distributed to all employees.

“Construction EHS Manual” outlining safety and environment protection measures to be followed during construction, was released by Mr. Vedji Ticku, ED & CEO, reinforcing your Company’s commitment to EHS.

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.

While compliance with law is obligatory, compliance with best practices, is voluntary. The Company has a dedicated compliance department with competent compliance auditors, who are entrusted to carry out surprise audits at regular intervals and to prescribe detailed compliance guidelines covering all applicable laws including EHS. The department is directly reporting to Executive Director-M&O. Every year the department identifies the best performing unit for “Compliance Award”. This process has not only encouraged healthy competition among all units in ensuring compliances, but also ensured that our units are always geared-up to achieve the best compliances, whereby all our units are consistently compliant with standards set by WRAP and equivalent certifications.

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 endeavor 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, Athleisure, Socks and Accessories, as well as Speedo Swimwear and Swim 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.

In 2017, a brand health study was again conducted by another research agency Kantar IMRB to measure the Brand Equity of the Jockey brand using a propriety tool called ‘Brand Spring’ (a composite of ‘to what extent consumers are familiar with the brand’ and ‘what the consumers’ reaction is to the brand). The results were very encouraging and showed a Brand Spring score of 56 for Men and 55 for Women, far higher than any other brand in the respective 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 upgradation, 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, Athleisure and Socks.

Although the market for swimwear is still at its nascent stage, it is nevertheless showing a great potential for growth in the country. Most parents and schools now recognize swimming as an important life skill and want their kids to learn swimming. Most modern high-rise apartment complexes in metro cities provide swimming pool access for their residents. Traditionally, while community clubs are for the ‘very elite and privileged’, it still is playing a significant form of access.

As per a study conducted by AC Nielsen, 3% of urban population in audience of ‘SEC A/B,’ at an all India level across both gender groups are serious swimmers (those swimming twice a week in summer season). The research also shows that 24% of the non-swimmers surveyed, demonstrated ‘likelihood to swim in the future’ which shows that there is a large potential of non-swimmers ‘who are willing to swim’. This is very encouraging for brand Speedo which by virtue of its presence is creating very strong awareness for the category in India.

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 Report.

The Board of Directors consists of a balanced profile of members specialized in different fields that enables it to address the various business needs of the Company, while placing very strong emphasis on corporate governance.

DIRECTORS

Appointment

At 23rd AGM, Mr. Varun Berry (DIN: 05208062) was appointed as Independent Director for a term of 5 years commencing from 25th May 2018.

SEBI vide its notification No. SEBI/LAD-NRO/ GN/ 2018/10 dated 9th May 2018, has made certain amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One of the amendments stipulates that no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect. This amendment is effective from 01st April 2019. In this regard, Special resolutions were passed through postal ballot for continuing the directorship of Mr. Nari Genomal, Promoter & Non-Executive Director and Mr. B C Prabhakar, Independent Director, who have attained the said age-limit.

Appointment of Deputy Managing Director

Mr. Shamir Genomal has been appointed as the Deputy Managing Director of the Company for the period of 5 years from 1st September 2018. The appointment was approved by the shareholders through postal ballot.

Re-appointment of Independent Directors

The initial term of Independent Directorship is expiring for the following directors:

1. Mr. G P Albal (DIN: 00185820) on 13th August 2019;

2. Ms. Rukmani Menon (DIN: 02370521) on 30th September 2019 ;

3. Mr. Sandeep Maini (DIN: 01568787) on 27th May 2020; and

4. Mr. Vikram Shah (DIN: 00119565) on 27th May 2020.

Considering their valuable contribution, the Nomination and Remuneration committee and Board of Directors at their meeting held on 24th May 2019 recommended to re-appoint the above Independent Directors for another term of 5 years from the end of their respective tenure subject to the approval of members at the Annual General Meeting by way of special resolution. The Board recommends their appointments at the ensuing AGM.

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Vedji Ticku (DIN: 07822283) and Mr. Shamir Genomal (DIN: 00871383), 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. Shamir Genomal, Deputy Managing Director;

4. Mr. Chandrasekar K, Chief Financial Officer; and

5. Mr. C Murugesh, Company Secretary.

There is no change in KMP during the year under review.

Committees of the Board of Directors

The Company has constituted the following committees in compliance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Risk Management Committee; and

5. Corporate Social Responsibility (CSR) Committee.

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

During the year under review, the Board of Directors have accepted all the recommendations of the above Committees.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment of Directors and Senior Management and to fix their remuneration. The Nomination and Remuneration Policy is available in the Company’s website 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-II.

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 Rs. 52.73 million against a prescribed amount of Rs. 83.60 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, performance of directors individually and working of the Board Committees. The manner of evaluation is explained in the Corporate Governance Report. Independent Directors met separately to evaluate the Non-Independent Directors and Chairman of the Board. Your Directors expressed their satisfaction with the evaluation results.

Vigil Mechanism / Whistle Blower Policy

The Company has constituted a Vigil mechanism / Whistle Blower mechanism to report genuine concerns about unethical behavior, actual or suspected fraud. The details are explained in the Corporate Governance Report. The Policy is available on the Website of the Company.

Related party transactions

All related party transactions that were entered during the financial year were at arm’s length basis and were in the ordinary course of business. There was no materially significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered, pursuant to the omnibus approval so granted, are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis.

The Company has framed a Related Party Transactions policy for identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is available in the Company’s website at https://www.jockeyindia. com/page/policies-documents. The related party transaction in AOC-2 is marked as Annexure-III.

Related party transactions pursuant to SEBI(LODR) Regulations 2015 are provided in Note no. 35 to the Financial statements.

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 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-IV.

Business Responsibility Reporting

Business Responsibility Reporting is provided in the Annexure -V

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 Note no. 8 to the financial statements.

Significant and Material Orders Passed by the Regulators or Courts:

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

No material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of report.

Secretarial Standards

During the year under review applicable Secretarial Standards have been duly complied with.

Extract of the Annual Return

The Extract of Annual Return is available in the Company’s website at https: / /www.jockeyindia. com/page/policies-documents and provided in the Annexure - VI.

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

During the year under review, no shares remained/ remaining unclaimed in the escrow account.

AUDITORS

Statutory Auditors:- At the 21st AGM, the members of the Company, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (Firm Registration No. 101049W / E300004) as Statutory Auditor of the Company for a term of 5 years commencing from the conclusion of 21st AGM till the conclusion 26th AGM (both inclusive).

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi.

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- VII.

The Statutory and Secretarial Auditors reports to the shareholders for the year under review do not contain any qualification, reservation, adverse remark or disclaimer.

Cost Records and Cost Audit:- For the year under review, maintenance of cost records and the cost auditing are 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 Financial Control System and Adequacy

The details are provided in the Management Discussion Analysis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014:

a. Conservation of Energy

Your Company continually takes steps to absorb and adopt the latest technologies and innovations in the Garment Industry. These initiatives should enable the facilities to become more efficient and productive as the company expands, thus helping conserve energy.

Our commitment to reduce energy consumption is achieved though installation energy efficient fixtures, clutch motors to sewing machines, power factor optimization initiatives etc. All machinery and equipment are being 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.

In our new ventures, the Company is exploring solar as a renewable source of energy besides energy conservation process in building design, LED lights, natural lights etc.

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 systems and machineries like PLM software, automated cutting machine, automated fabric inspection machines, etc., the quality of the products and efficiency of the systems have substantially improved. Applying these technologies has helped keep costs of production under control.

Realtime data capturing through RFID/ Proximity Cards in manufacturing, being an area where we are focused now, shall help us in building efficiencies. The nature of activities of the Company does not warrant any exclusive R&D department.

c. Foreign Exchange Earnings and Outgo

Foreign exchange earnings during the year were Rs. 115 million from exports to Sri Lanka, Nepal and UAE. Outflow because of royalty, import of raw materials, machinery, spares etc. amounted to Rs. 2,759 million.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

- In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the of the company at the end of the financial year and of the profit of the company for that period;

- They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- They had prepared the annual accounts on a going concern basis;

- They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

- They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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, received “Economic Times Awards 2018 - Emerging Company of the Year” on behalf of Page Industries Ltd. Mr. Venkaiah Naidu, Honorable VicePresident of India and Mr. Arun Jaitley, Finance Minister, presented the award.

2. Mr. Sunder Genomal, Managing Director, was awarded “EY Entrepreneur of the year 2017” Award in the Consumer Products & Retail category. A distinguished nine-member jury led by Mr. Dilip Shanghvi, Managing Director, Sun Pharmaceuticals selected the winners from India.

3. Mr. Vedji Ticku, Executive Director & CEO, received the ‘Decadal Award’ on behalf of Page Industries Limited at the 10th edition of the CNBC TV18 Emerging India Awards event. As a mark of its 10th Anniversary special, CNBC-TV18 has instituted a special set of Decadal Awards to honor businesses that have withstood the test of time and sustained their performance through innovation and excellence over the years. Page Industries has been honored with one of the three prestigious Decadal awards bestowed as a special recognition by the esteemed jury.

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

5. 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.

6. Mr. Pius Thomas, Former 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.

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

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

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

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

11. 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.

12. Mr. Pius Thomas, Former 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.

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

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

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

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

17. 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.

18. It is matter of great pride that in recognition of the Company’s efforts, 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.

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

20. 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.

21. 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 our Licensors, M/s Jockey International Inc., USA, and M/s Speedo International Limited, UK as well as all our business associates. The Board also wishes to place on record their sincere thanks and appreciation to the Central Government, Karnataka State Government and various other State Governments, 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

Sunder Genomal Vedji Ticku

Managing Director Executive Director & CEO

DIN: 00109720 DIN: 07822283

Bengaluru

24th May, 2019

Source : Dion Global Solutions Limited
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