Your Directors take pleasure in presenting the 29th Annual
Report of the Company together with its audited accounts for the year ended 31 March 2024.
FINANCIAL RESULTS
Financial results for the year under review are summarised below:
( Rs in Millions, except earnings per share)
Particulars |
2023-24 |
2022-23 |
Revenue from operations (net) |
45,817 |
47,142 |
Profit before Interest, Depreciation &
Tax |
8,922 |
8,775 |
Less: Finance Cost |
449 |
413 |
Profit before Depreciation and Tax |
8,473 |
8,362 |
Less: Depreciation |
908 |
781 |
Profit before Tax |
7,565 |
7,581 |
Less: Tax |
1,873 |
1,869 |
Profit for the year |
5,692 |
5,712 |
Other comprehensive income, net of tax - |
|
|
|
25 |
12 |
gains/ (losses) |
|
|
Total Comprehensive income, net of tax |
5,717 |
5,724 |
Retained earnings- Opening Balance |
12,447 |
9,623 |
Profit for the year |
5,692 |
5,712 |
Less: |
|
|
Interim Dividends |
(3,458) |
(2,900) |
Re-measurement (+/-) on defined benefit plans |
25 |
12 |
Transfer to any reserve |
- |
- |
Retained earnings- Closing Balance |
14,706 |
12,447 |
Earnings per share (Basic / Diluted) () |
510.31 |
512.15 |
FINANCIAL HIGHLIGHTS & PERFORMANCE
Your Directors wish to inform you that during the financial year ended
31 March 2024 the revenue from operations of the Company was Rs 45,817 as against 47,142
million during the previous financial year. The profit before tax for the year under
review stood at Rs 7,565 million as against Rs 7,581 million last year The profit for the
year stood at Rs 5,692 million as against Rs 5,712 million in the previous year.
During the year under review, the industry has navigated through a
period marked by mixed demand trends, with the overall demand for the retail industry
being subdued as consumer expenditure has shifted towards travel and leisure.
The Innerwear and the Athleisure segment experienced an accumulation of
excess inventory, contributing to challenges within the overall ecosystem and fostering
certain unsustainable business practices in the market. Despite all these challenges, the
Company's commitment to sustainable sales practices remains unwavering. We are
actively implementing measures to uphold operating margins and optimize inventory in
ensuring a strategic and responsible approach in navigating the current market conditions.
The Company's commitment to technology, brand promotion and
expanding market reach remains unwavering with a simultaneous focus on maintaining
comfortable operating margins.
The primary focus has been on enhancing productivity within the supply
chain. We embarked on a journey to modernize our distribution management system, aligning
with our commitment to continuous improvement.
E-commerce channel witnessed substantial growth of 30% during the year
under review, reflecting evolving consumer purchasing habits and a commitment to
bolstering the online presence. Several initiatives are being executed to further
strengthen the D2C channels.
The Company continues to invest to attain our long-term objectives. The
strategic focus encompasses multiple factors that include intensifying the general trade
distribution, expanding large format stores and exclusive brand stores, growing D2C
business, improving customer experience, strengthening product portfolio, continuous
improvement in partner and consumer engagement, brand building and ensuring a robust
supply chain.
DIVIDEND
During the year 2023-24, your Directors have declared interim dividends
on 10 August 2023 (Interim dividend of Rs 75 per share), 9 November 2023 (Interim dividend
of Rs 75 per share), 8 February 2024 (Interim dividend of Rs 100 per share) and 23
May 2024 (Interim dividend of Rs 120 per share) on an equity share value of Rs 10 each,
amounting to Rs 4,127 million. In total, four interim dividends have been declared and
paid. The Board has not recommended any final dividend. The Dividend Distribution Policy,
in terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is available on the
Company's website at https://www.pageind.com/policies-documents
Dividends have been accounted as per IND AS, as detailed in "IND
AS Statement of Change in Equity" of the financial statement.
EXPANSION AND NEW INVESTMENTS
Given the challenging market conditions and static demand, we aligned
our capacities accordingly. Capital-intensive expansion projects were approved based on
current supply needs. Looking ahead, FY'25 appears poised for market recovery, and
accordingly, projects that were in the pipeline for FY'25 are proceeding as planned.
We are preparing to meet the demand for FY'25 through a combination of well-defined
in-house capacity and selective outsourcing. The tape dyeing unit expansion of 35,000 sq.
ft. in Hassan was completed as planned; machines were ordered on time and the unit is
scheduled to commence operation by Q1 of FY'25. This capacity will enhance the
sampling and development potential of womens elastic supply. The Cup Moulding'
and Hook n Eye Forming' projects were also completed and are ready for
operation. These value-added projects aim at enhancing Bra making capabilities.
Additionally, Hook n Eye metal dyeing is another project undertaken, which is underway and
may commence operation by Q1 of FY'25.
Our TPL (Third Party Logistics) finished goods warehouses in Hoskote
and Narsapura near Bangalore are in operation. These state-of-the-art warehouses include
multi-level storage facilities and an efficient warehouse management system. Besides, we
have also started our new E-commerce warehouse at Delhi, NCR to serve the North region.
The expansion of our premium vertical at KR Pete is underway, with
plans for a new facility spanning 250,000 sq. ft. This development is designed to support
both sew-to-pack and elastic manufacturing operations. The project is structured in two
phases: the first phase will focus on sew-to-pack operations, targeted for completion by
Q1 of FY26, while the second phase will enhance our elastic manufacturing capabilities,
expected to be operational by FY27.
The Odisha Project, set to be one of the largest in the industry, is
nearing completion and will likely be ready by the end of FY'25. Spanning 28.5 acres
with a built-up area of 6.5 lakh sq. ft., the project includes facilities for Central
Stores, Cut-to-Pack, and Elastics & Socks manufacturing. This development is designed
to support top-tier vertical growth and stands out for its strong focus on employee
wellbeing and safety. Additionally, it incorporates best-in-class manufacturing processes
and is aimed at achieving energy-e_cient IGBC certification, underscoring our commitment
to sustainability and excellence. Our Socks expansion is complete, with all the newly
procured machines ready for operation. With the addition of 215 new knitting machines, our
total capacity has reached 576 machines, making it one of the largest in India for socks
production. This expansion significantly enhances our brand's aggressive growth
strategy in this segment. With two of our labs already NABL (National Accreditation Board
for Testing and Calibration Laboratories) accredited, our Tirupur plant lab has also
applied for NABL accreditation in FY'25.
Other significant projects in the pipeline include:
There are several important projects in the pipeline, which will be
undertaken as dictated by market growth and needs. Below are a few that have already been
successfully executed:-
Strategic sourcing from refined limited supplier base.
Quality @ source model based strategic sourcing.
IMS (Integrated Management System comprising ISO9001, 14001,
45001 and 50001).
ZLD (Zero Liquid Discharge) and Oekotex Certification for our
in-house Tape Dyeing plant at Hassan.
The FHS and Sprinkler System are completed and operational
across the plants in Hassan, Mysore, KR Pet, Tiptur and Gowribidanur.
The projects mentioned below are either under consideration or in
progress:-
RSL (Restricted Substance List), Oekotex, ZLD compliant
sourcing.
Implementation and enhancement of the production floor
management system.
Line scheduling and planning system.
Maintenance Software and Asset Management.
Colour grouping / Roll Management / Cut Plan.
Lab management software.
Supply Chain Control Tower.
JOCKEY
The Jockey brand is distributed across 2,750 + cities and towns. The
brand products are sold through Exclusive Brand Stores (EBS), Large Format Stores (LFS)
and Multi Brand Outlets (MBO), as well as Online channels, giving it a wide reach of more
than 108,052 + stores.
During the year 2023-24, the Company, through its authorised
franchisees opened 205 EBS, taking the total number of "Jockey EBS" to 1,382
which includes 43 exclusive "Jockey Woman" EBS and 64 exclusive "Jockey
Junior" EBS. These outlets are spread across the country, covering metro cities,
along with several Tier III and Tier IV towns, are a testimony to the brand's growth
as well. This is an indicator of the growth potential of the Jockey brand in such towns.
Apart from the domestic EBS, the Company has 13 operational EBS outside
India, ten in UAE and one each in Sri Lanka, Qatar and Oman, with another work-in-progress
store in Nepal. Your Company is confident of leveraging opportunities in these geographies
and newer markets.
The online retail business has also shown significant growth, both
through the brand website www.jockey.in, and ably supported by our key e-commerce
partners.
SPEEDO
The last two financial years had a substantial bearing on India's
swimwear industry, primarily due to the pandemic- driven lockdowns. With the gradual
opening up of schools and public places and with normalcy restored, the Speedo brand has
shown good recovery and has achieved a turnover of Rs 456 million in the financial year
2023-24 as against previous year sales of Rs 429 million. As on 31 March 2024, Speedo
brand is available in 1,050+ stores and 32 EBSs across 90+ cities in India.
The Company commissioned a study by the global marketing research firm
Kantar on the swimming market in India. The study reflects a promising and fast evolving
market for both swimwear and swimming equipment. Your Directors are confident that the
Speedo business will show healthy growth in the coming years to make Speedo a dominant
brand in the premium swimwear market.
ENVIRONMENT, HEALTH, AND SAFETY
Page Industries Limited (PIL) remains committed to establishing a safe
work environment for its employees, contract workers, visitors, and other stakeholders
engaged in its business operations. Occupational Health and Safety (OHS) management is
integral to our organisational culture and integrated into our sustainability framework.
PIL's OHS mission seeks to instill a mature safety culture throughout operational
boundaries ultimately introducing a conducive work environment for employees.
Our EHS programs are designed to safeguard human well-being and the
planet; ensure compliance with regulations; prevent accidents, illnesses, environmental
harm, reduce workplace risks, enhance employee morale and productivity.
Based on Hazard Identification & Risk Assessment and Aspect &
Impact Studies, we have developed Risk Control Procedures and Aspect Control Procedures to
minimise the risks of adverse effects on people and the natural environment from
operations and activities in PIL facilities.
Along with the identification of risk and environmental aspects, we
have also identified emergencies that may arise due to natural disasters, unsafe acts, and
unsafe conditions. To combat the emergencies, we:
have developed emergency preparedness and response procedures
for identified emergencies.
have a trained emergency response team in place.
Organise mock drills at defined intervals on identified
emergencies.
ENVIRONMENT
Chemical Management
Our commitment to eliminating harmful chemicals remained firm as we
continued to adhere to Zero Discharge of Hazardous Chemicals Programme in FY 23 24.
AmajorachievementintheareaofChemicalManagement are:
Alternative for Non-Flammable Chemicals have been identified and
replaced
Two ZDHC Restricted Pad Printing Chemicals are replaced by a
Safer Alternative.
To combat emergencies mock drills on Spill Controls are carried out at
defined intervals.
Responsible Waste Management
All types of waste are handled responsibly at PIL. To prevent land
pollution, all types of waste were diverted from landfills. To ensure that our waste is
handled and disposed off responsibly by vendors, seven non-hazardous waste sites were
audited this year. Highlights of waste management initiatives are listed below:
5,400 litres of waste/used oil, 10,000 Kgs of used batteries,
and 3,700 Kgs of E-Waste are recycled under the Hazardous Waste Category.
5,91,2029.23 Kgs of Non-Hazardous waste is recycled.
2,21,204.81 of Elastic Waste sent to Dalmia Cement (Calorific
value harnessed in kilns for cement manufacturing).
OCCUPATIONAL HEALTH AND SAFETY (OHS)
We have made significant progress in OHS in FY 23 24. Some of
the achievements are listed below:
Certification to ISO 45001 and ISO 14001.
EHS self-assessment was completed at 1,258 stores.
At, three of our manufacturing units' health checkups have
been completed for 100% of our employees.
4,34,21,792 safe working hours (From 15 February 2023 to 14
February 2024) have been recorded.
Completion of 31 Risk Management Programs. 23 Nos. are under
progress.
Behaviour Based Safety audits carried out for 19 activities.
Training Index of 0.80 is achieved.
Upgradation of firefighting systems, like the installation of
automatic fire sprinkler systems.
PIL was honoured with the "Best Garment Industry" award by
the Karnataka Safety Institute, Department of Factories, Boilers, Industrial Safety, and
Health, in partnership with the National Safety Council, Karnataka Chapter. This award
recognises our exemplary EHS (Environmental, Health, and Safety) and welfare initiatives
across our manufacturing units.
We have in place an Internal Complaints Committee (ICC) in compliance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act 2013. The committee members routinely meet employees, conduct awareness sessions and
deal with complaints, if any, promptly and in a transparent manner. During the year under
review, three complaints were received, all of which were resolved.
PROSPECTS
We are encouraged by the enduring brand equity, image, and leadership
of the Jockey brand along with the rising strength of the Speedo brand in their respective
markets. We will continue our concerted efforts towards customer satisfaction by creating
some of the finest products that reflect style, design, comfort, fit and quality across
all our verticals: - Jockey Men's, Women's and Kid's Innerwear, Athleisure,
Socks and Accessories, as well as Speedo Swimwear and swim-related equipment.
The Jockey brand continues to rise to the results of an independent
brand health' study carried out earlier by Nielsen Research Agency which rated
the Jockey Brand Health in India among the most powerful brands in their research
experience across all categories. The research was conducted in 14 cities across all four
zones in the nation. Jockey brand scored a Brand Equity Index of 4.6 on a scale of 10 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 10 and only 8% of brands score 5.0 and above.
Jockey India Brand Equity Index scores were way above all other brands in both the
Men's and Women's Innerwear categories.
Another brand health study was conducted by Kantar IMRB measured the
Brand Equity of the Jockey brand using a propriety tool called Brand Spring' (a
composite of to what extent consumers are familiar with the brand' and
"what the consumers' reaction is to the brand"). The results were very
encouraging and showed a Brand Spring score of 56 for Men's products and 55 for
Women's products, higher than any other brand in the respective categories.
With continued support from Jockey International, USA, Speedo
International, UK, and access to ideas, trends and innovations from forty other Jockey
international licensees across the globe, we stand by our long- term commitment to novelty
and innovation, be it in product, technology upgradation, back-end processes or marketing.
With our strong in-house product development, back-end capabilities, manufacturing
expertise and our continuously evolving state-of- the-art technology, combined with a very
strong distribution network, we remain optimistic about the prospects of the brand and
expect continued healthy sales growth and profitability in the coming years, further
consolidating our position in the premium market for Innerwear, Athleisure, Socks,
Swimwear & Swim equipment.
HUMAN RESOURCES/INDUSTRIAL RELATIONS
A detailed section on Human Resources/Industrial Relations is provided
in the Management Discussion and Analysis Report, which forms part of this Annual Report.
BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNELS
During the year under review, four Board Meetings and four Audit
Committee Meetings were duly convened and held; the details of which are given in the
Corporate Governance Report along with the details of composition, category, dates of the
meeting, attendance and such other details.
The Board of Directors consists of a balanced profile of members
specializing in different fields that enables it to address the various business needs of
the company, while placing very strong emphasis on corporate governance.
DIRECTORS
Appointment of Mr. Christopher Carroll Smith in place of Mr. Mark Fedyk
As per the recommendation of Jockey International, Inc., the Board of
Directors at its meeting held on 08 February 2024 appointed Mr. Christopher Carroll Smith
[DIN: 10483079], Executive VP International, Chief Customer Officer of Jockey
International as additional director under Non-Executive category in place of Mr. Mark
Fedyk [DIN: 08927892] subject to the approval of shareholders. The shareholders'
approved the appointment of Mr. Smith as Director through postal ballot.
Mr. Mark Fedyk was on the Board of Directors since 12 November 2020.
The Board placed on record its deep appreciation for his contributions.
Retirement by Rotation
As per the provisions of the Companies Act 2013 and the Articles of
Association of the Company, Mr. Ramesh Genomal [DIN 00931277] and Mr. Rohan Genomal [DIN
06970529], Directors of the Company will be retiring by rotation at the ensuing AGM and
being eligible, have offered themselves for re-appointment.
Pursuant to Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, details relating to appointment and re-
appointment of directors at the AGM are provided in the Notice to the members.
Re-appointment of Mr. Shamir Genomal, Deputy Managing Director
At the 28th AGM, Mr. Shamir Genomal [DIN: 00871383] was
reappointed as Deputy Managing Director for a term of 5 years commencing from 1 September
2023.
Variation in the terms of appointment of MD and Dy.MD
The Board of Directors at its meeting held on 23 May 2024, has, subject
to shareholders' consent, approved the recommendation of the Nomination and
Remuneration Committee, to simplify the salary structure of Mr. V S Ganesh, Managing
Director and Mr. Shamir Genomal, Deputy Managing Director by remodelling, whereby the
Variable Pay component is integrated into appropriate fixed salary components while
ensuring that such remodelling does not impact the total CTC. The Board recommends the
resolutions for shareholders' consideration and approval.
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. Ganesh V S [DIN 07822261] Managing Director;
2. Mr. Shamir Genomal [DIN 00871383] Deputy Managing Director;
3. Mr. Deepanjan Bandyopadhyay - Chief Financial Officer; and
4. Mr. C Murugesh Company Secretary.
Committees of the Board of Directors
The Company has constituted the following committees in compliance with
the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stakeholders Relationship Committee,
4. Risk management Committee and
5. Corporate Social Responsibility (CSR) Committee.
The brief description, composition and other required details of the
above committees are provided in the Corporate Governance section of this Annual Report.
During the year under review, the Board of Directors have accepted all the recommendations
of the above Committees.
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection, appointment of Directors and Senior Management
and to fix their remuneration. The Nomination and Remuneration Policy is available in the
Company's website, https://www.pageind.com/investor-relationship. The salient
features of the policy is provided in the Corporate Governance report.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and remuneration under section 195 and reimbursement of expenses, if any.
Corporate Social Responsibility
Annual Report on Corporate Social Responsibility (CSR) containing
composition of CSR Committee and its terms of policy is provided in Annexure-I. The CSR
policy of the Company is available on the Company's website on https://www.pageind.com/policies-documents
The following CSR activities were carried out during the year under
review:
Promotion of Education,
Supply of ambulance vans to Government hospitals,
Supply of tri-wheelers to Persons with disabilities,
Contribution to Akshaya Patra for the midday meal scheme for
schoolchildren and
Healthcare programs.
During the year 2023-24, the Company spent Rs 84.66 million, out
of which Rs 42.77 million from the unspent CSR account for FY 2020-21, Rs 4.84 million
from the unspent CSR account for FY 2022-23 and Rs 37.05 million from the current
year's CSR account. Compared to the previous financial year 2022-23, this marked an
increase of 30%. Most of the Company's CSR spending is directed towards educational
programs. The financial years 2022-23 & 2023-24 were full academic years since the
COVID-19 pandemic; the response from the intended beneficiaries were minimal during the
initial period, so there was a backlog in spending, and hence the Company was not able to
spend the required amount. There was a significant increase in the response during the
year under review, and as a result, spending has increased by 30% compared to the previous
year. The Company is hopeful that beneficiary participation will further increase in the
academic year 2024-25, enabling it to enhance its CSR spending. Additionally, the company
has identified other avenues for sustainable spending during the financial year 2024-25.
During the year under review, the Company has spent an amount of Rs
37.05 million against a prescribed amount of Rs 129.28 million. The unspent CSR amount of
Rs 92.23 million was transferred to the Unspent Corporate Social Responsibility Account as
per Section 135(6) of the Companies Act 2013, and such unspent amount will be utilised for
the on-going projects detailed in the CSR Report.
Evaluation of Board of Directors, Committees and Directors
The Company has constituted a Vigil mechanism / Whistle Blower
mechanism to report genuine concerns about unethical behavior, actual or suspected fraud.
The details are explained in the Corporate Governance Report. The Policy is available on
the Website of the Company at https://www.pageind.com/investor-relationship.
The Company has not received any serious complaint under Vigil
mechanism / Whistle Blower policy during the year under review.
Vigil Mechanism / Whistle Blower Policy
The Company has constituted a Vigil mechanism / Whistle Blower
mechanism to report genuine concerns about unethical behavior, actual or suspected fraud.
The details are explained in the Corporate Governance Report. The Policy is available on
the Website of the Company at https://www.pageind.com/investor-relationship.
The Company has not received any serious complaint under Vigil
mechanism / Whistle Blower policy during the year under review.
Related party transactions
All related party transactions that were entered during the financial
year were at arm's length basis and were in the ordinary course of business. There
was no materially significant related party transaction made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons, which may have
a potential conflict with the interest of the Company at large.
All Related Party Transactions were placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit Committee has been
obtained for the transactions which are of foreseen and repetitive nature. The
transactions entered, pursuant to the omnibus approval so granted, are placed before the
Audit Committee and the Board of Directors for their approval on a quarterly basis.
The Company has framed a Related Party Transactions policy for
identification and monitoring of such transactions. The policy on Related Party
Transactions as approved by the Board is available on the website at https://www.pageind.com/investor-relationship.
The related party transaction in AOC-2 is marked as Annexure-II. Related party
transactions pursuant to the SEBI(LODR) Regulations 2015 and the Companies Act 2013 are
provided in notes to the Financial statements.
Risk Management
Risk Management is an ongoing process within the Organization. We have
a robust risk management framework to identify, monitor and minimize risks. The Board has
a policy to oversee the risk mitigation performed by the executive management, which
includes identification, assessment, monitoring and reporting of risks. The major risk and
mitigation plans have been explained in the Management Discussion and Analysis Report.
During the year under review, two meetings were conducted to review the Risk Management
framework.
Ratio of remuneration
Details / Disclosures of Ratio of Remuneration to each Director to the
median employee's remuneration pursuant to Section 197 of the Companies Act 2013,
read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are provided in Annexure-III.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for
inspection and any Member interested in obtaining a copy of the same may write to the
Company Secretary.
Listing
Shares of the Company are listed in the Bombay Stock Exchange Limited,
Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing
fees have been duly paid.
AUDITORS
Statutory Auditors: - At the 26th AGM, the members of the
Company, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants,
Bengaluru (Firm Registration No. 101049W / E300004) as Statutory Auditor of the Company
for a second term of 5 years commencing from the conclusion of 26th AGM till
the conclusion 31st AGM, accordingly, they hold office upto the conclusion of
the ensuing 31st Annual General Meeting of the Company.
The Auditors have not reported any fraud under section 143 (12) of the
Companies Act, 2013.
Secretarial Auditor: - Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors has appointed Mr. R Vijayakumar, Company
Secretary in Practice [FCS-6418; COP- 8667] to undertake the Secretarial Audit of the
Company.
The Report of the Secretarial Audit Report forms part of this Annual
report marked as Annexure- IV. The Statutory and Secretarial Auditors reports to the
shareholders for the year under review do not contain any materially significant
qualification, reservation, adverse remark or disclaimer.
Cost Records and Cost Audit: - For the year under review, maintenance
of cost records and the cost auditing is not applicable pursuant to Notification
G.S.R.01(E) dated 31st December 2014.
CORPORATE GOVERNANCE
We are committed to maintaining the highest standards of corporate
governance. The report on corporate governance as stipulated in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 forms part of the annual report.
A certificate from the Practicing Company Secretary regarding compliance of conditions of
Corporate Governance is also annexed to the report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is enclosed as part of this
Annual Report.
Internal Control System and Adequacy: The details are provided in the
Management Discussion Analysis.
Business Responsibility and Sustainability Report
In compliance with the SEBI(LODR) Regulations 2015, the Business
Responsibility and Sustainability Report is provided in Annexure -V
DECLARATION OF INDEPENDENT DIRECTOR
The Company has received declaration from Independent Directors of the
Company that they meet with the criteria of their Independence laid down in Section 149 of
the Companies Act, 2013 and SEBI(LODR) Regulations 2015.
INDUSTRIAL RELATIONS
Industrial relations are cordial at all levels and your Directors
sincerely acknowledge the exemplary dedication of all its employees.
Deposits: The Company has not accepted any deposits during the year
under review. There is no outstanding deposit as on 31 March 2024.
Particulars of Loans, Guarantees or Investments: Disclosure on
particulars of loans and investments are provided in notes to the financial statements.
Significant and Material Orders Passed by the Regulators or Courts: No
significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's future operations.
Material changes and commitments: No material changes and commitments
affecting the financial position of the Company have occurred between the end of the
financial year and date of report.
Implementation of Corporate action: The Company has declared four
interim dividends, which were duly implemented.
Unclaimed dividends and transfer of shares to IEPF: Details on
Unclaimed dividends and transfer of shares to IEPF are provided in the Corporate
Governance Report.
Secretarial Standards: During the year under review applicable
Secretarial Standards have been duly complied with.
Annual return: Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return is available on the Company's website on
https://www.pageind.com/investor-relationship
Unclaimed Shares Suspense Account: There are no shares remaining
unclaimed and lying in the escrow account.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014: a. Conservation of Energy
Energy conservation has been given the highest level of importance;
accordingly, the Company continually takes steps to absorb and adopt the latest
technologies and innovations. These initiatives would enable the facilities to become more
efficient and productive as the company expands, thus helping to conserve energy.
Weareatthefinalstagesofvendorselectiontoimplement solar energy supply
to all our manufacturing plants. The capacity would be around 7 MW, this should give us
much needed thrust on renewable energy. Besides, various parallel activities to reduce
energy consumption are achieved through installation of energy efficient LED fixtures,
Servo motors to sewing machines, BLDC fans, VFD compressors, harmonic filters, and power
factor optimization initiatives among others.
b. Technology Absorption, Adaptation and Innovation - Research and
Development
Besides the various levers of improvement mentioned above, Technology
adoption and Innovations have been our interest in various aspects of manufacturing.
Various product development and raw material development initiatives are continuing to
enhance the capabilities of the brand. Cutting marker optimization, Elastic ring making
automation, Bra strap making automation, etc. are a few applications of these that will
help to keep production costs under control and be abreast of innovation.
The Company continue to adapt and enhance the automation of the
Enterprise Supply Planning systems, as well as build visibility into the outsourcing
operations and governance. Real-time data capture through RFID or proximity cards in
manufacturing is in consideration; this will help in building efficiencies across the
value chain. 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 84 million from
exports to Sri Lanka, Nepal and UAE. Outflow owing to royalty, import of raw materials,
machinery, spares etc. amounted to Rs 4171 million.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134(5) of the Companies Act, 2013, the
Directors of your Company confirm that:
In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
They had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent to give a
true and fair view of the of the company at the end of the financial year and of the
profit of the company for that period;
They had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
They had prepared the annual accounts on a going concern basis;
They had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively;
They had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
GENERAL
Your Directors acknowledge the support given by the Licensors, M/s
Jockey International Inc., USA, and M/s Speedo International Limited, UK as well as all
our business associates. The Board also wishes to place on record their sincere thanks and
appreciation to the Central Government, Karnataka State Government, Odisha State
Government and various other State Governments, bankers, suppliers, distributors and all
other stakeholders, including the wholehearted dedication and cooperation extended by the
employees at all levels.
By Order of the Board For and on behalf of the Board of Directors
Sunder Genomal |
Ganesh V S |
Chairman |
Managing Director |
[DIN: 00109720] |
[DIN: 07822261] |
Bangalore, India |
|
23 May 2024 |
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