Page Industries Ltd Directors Report.

Your Directors take pleasure in presenting the 27th Annual Report of the Company together with its audited accounts for the year ended 31 March 2022.

FINANCIAL RESULTS

Financial results for the year under review are summarised below:

Particulars 2021-22 2020-21
Revenue from operations (net) 38,865 28,330
Profit before Interest, Depreciation & Tax 8,065 5,460
Less: Finance Cost 322 297
Profit before Depreciation and Tax 7,743 5,163
Less: Depreciation 655 629
Profit before Tax 7,088 4,534
Less: Tax 1,723 1,128
Profit for the year 5,365 3,406
Other comprehensive income, net of tax - gains/ (losses) 18 33
Total Comprehensive income, net of tax 5,383 3,439
Retained earnings- Opening Balance 7,585 6,935
Profit for the year 5,365 3,406
Less:
Interim Dividends 3,346 2,789
Re-measurement (+/-) on defined benefit plans (18) (33)
Transfer to any reserve - -
Retained earnings- Closing Balance 9,622 7,585
Earnings per share (Basic / Diluted) () 481.03 305.35

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform that during the financial year ended 31 March 2022 the revenue from operations of the Company increased from Rs.28,330 million to Rs.38,865 million a growth of 37%. The profit before tax for the year under review stood at Rs.7,088 million as against 4,534 million of last year which is an increase of 56 %. The profit for the year stood at Rs.5,365 million as against Rs.3,406 million of the previous year representing a growth of 58%.

Covid -19:

The manufacturing facilities were non-operational for a brief period during Q1-FY22, owing to Government-imposed lockdown during the second wave of the Covid-19 pandemic. Operations resumed from May 2021 with the entire staff retained and salaries distributed on time. The entire team across departments adapted to the pandemic-induced change in work-environment to ramp up production and achieve significant growth.

The Company adopted shift-operations to maintain restricted flow of workers and employees and maintain Covid-19 protocols of social distancing that has helped in maximum capacity optimization. The manufacturing and warehousing facilities have returned to normalcy by mid Q2 FY22, and we continue to closely monitor the work atmosphere to ensure employee-safety. Our robust compliance team works in tandem with vendor partners with expertise in health and safety protocols.

The Management is happy to report that we have crossed 100,000 Multi Brand Outlets in October 21 and 1000 Exclusive Brand Outlets in September 21. All our sales channels are now fully functional. The Company reported historical revenues and profits during the third quarter of this year under review.

The Company established a dedicated sales team for its athleisure business in the year 2019. This has amplified our distribution footprint even during the pandemic which comes not just from new apparel stores, but even from our existing innerwear stores. A strong brand identity for our EBOs reflects the range and popularity of our athleisure products as the demand for this well-received category has seen an upsurge with every quarter. This has also helped us acquire a large consumer base for Jockey athleisure and work backend towards capacity augmentation.

In the last four years, the Company has built an exclusive and extensive product portfolio for its women consumers under the sub-brand Jockey Women. This has helped us create a distinct identity in this segment and added to healthy business growth.

The Company’s kids wear business has received very encouraging feedback and acceptance from our consumers and continues to be a special focus area. The Company is focusing on capacity creation and supplies in this category to meet demand. The Company has over 71 Exclusive Brand Outlets under Jockey Junior along with specific channel partners across 50 cities.

DIVIDEND

During the year 2021-22, your Directors have declared interim dividends on 12 August 2021 (First Interim dividend of Rs.50 per share), 11 November 2021 (Second Interim dividend of Rs.150 per share), 10 February 2022 (Third Interim dividend of Rs.100 per share) and 26 May 2022 (Fourth Interim dividend of Rs.70 per share) on an equity share value of Rs.10 each amounting to 4127 million. In total, four interim dividends have been declared and paid. The Board has not recommended any final dividend.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company’s website on https://www.pageind.com/policies-documents

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

JOCKEY

Jockey brand is distributed across 2,852+ cities and towns. The products are sold through Exclusive Brand Outlets (EBO), Large Format Stores (LFS) and Multi Brand Outlets (MBO), as well as through Online channel. Across the above channels, the brand is present in more than 1,10,548+ stores.

During the year 2021-22, the Company through its authorised franchisees opened 211 EBOs highest ever in any financial year, taking the total number of "Jockey EBOs" to 1131 which includes 48 exclusive "Jockey Woman" EBOs and 71 exclusive "Jockey Junior" EBO’s. These outlets are spread throughout India covering not only the metro cities but even Tier II and Tier III towns as well. This is an indicator of the growth potential of the Jockey brand in such towns.

Apart from the domestic EBOs, the Company has nine operational EBOs outside India, six in UAE and three in Sri Lanka, while another six stores are work-in-progress in UAE(four), and one each in Qatar and Oman. Your company is confident of leveraging opportunities in these new markets.

The online retail business has also shown significant growth, both through the brand website www.jockey.in as well as with our key e-commerce partners.

SPEEDO

The swimwear industry in India came under a significant impact owing to COVID-19 lockdowns during most part of the financial year 2021-22, with partial restrictions for swimming pools in health clubs, hotels, apartment complexes and schools. The Speedo brand has achieved a turnover of Rs.168 million in the financial year 2021-22 as against previous year sales of Rs.26 million. As on 31 March 2022, Speedo brand is available in 1,340+ stores, 26+ EBOs and 12+ Large Format Stores across 230+ cities in India. The Company commissioned a study by the global marketing research firm AC Nielsen on the swimming market in India. The study reflects a promising and fast evolving market for both swimwear and swimming equipment. Your Directors are confident that the Speedo business will experience healthy growth in the coming years to make Speedo a dominant brand in the premium swimwear market.

EXPANSION AND NEW INVESTMENTS

The financial year under review was witness to remarkable growth, barring the two months of pandemic-induced lockdowns. Operations and manufacturing was well-equipped to meet the demand for FY23 with capacity enhancement increase in shift operation and additional capacity in a few areas.

The Company is planning an additional 40,000 sq ft space adjacent to our existing elastic manufacturing premises at Hassan, to meet the growing requirements of women’s dyed elastic.

The Company has planned a ‘Cup Molding & Hook-n-Eye Forming Project’ at Hassan to produce in-house Bra Cups and Hook-n-Eye forms. The project is planned by Q3 of FY23. This facility will reduce our import dependency while focusing on improving quality, lead time and cost control. The Company is adding a 120,000 sq ft elastic manufacturing set-up at Mysore to include imported high-end jacquard and knitted looms to produce complex technical designs in-house for the Premium category. The project is expected to be commissioned before the second half of FY23.

To meet the increased demand in the premium vertical, the Company is planning an 80,000 sq ft Cut-to-Pack facility in Mysore. The commissioning is expected before the end of current financial year.

As mentioned in the previous year Directors’ report, work at the Odisha plant for the Company’s modern classic vertical is in progress after obtaining required approvals from various statutory authorities. The facility is planned to commission in the last quarter of this year. Spread across 29 acres, the facility will have a state-of- the-art campus with Central Stores, Elastics, Socks and Cut to pack manufacturing activities. The facility is being built by renowned contractors and meets highest standards of IGBC certification. The Company is working towards significant capacity expansion in its Socks division with an additional 60 advanced knitting machines at the Bangalore facility to meet demand. This is planned in Q3 of FY’23.

The Company has set up 30,000 sq ft state-of-the-art Product Design Technology center at Bangalore and has been operational from Feb’22. The following are other projects in pipeline project and in progress:

• Expansion of the warehouse at Bangalore and North India.

• NABL Accreditation Lab at Mysore facility.

• Digitization projects in pipeline to improve various business activities: o Enhancement of floor management system o Advanced planning and scheduling system o Automated inspection and classification system o Vendor management system

The Company has also planned a 20,000 sq ft yarn/ greige fabric store at Tirupur to cover strategic stock positioning, contributing significantly in a volatile commodity market for yarn. This facility is expected to be commissioned during first quarter of the current financial year

The Company has undertaken several energy-saving and compliance initiatives that are in line with our Sustainability philosophy and engaged with our supply partners in RSL, Oekotex and ZLDC. Our units participated and won the 5S Sustenance level award, EHS award, NAMC Gold Award.

ENVIRONMENT, HEALTH, AND SAFETY

The health and safety of our employees and operating environment is of prime importance. We are committed to maintaining a healthy, safe, ergonomic, and clean working environment for all our employees, contract workers, visitors and stakeholders engaged in our business operations.

Environment

Our EHS strategies are directed towards conducting our business in a safe and environmentally responsible manner across all our operations, by optimizing the consumption of natural resources, through sustainable production, effective recycling, reuse of waste, and providing a safe and healthy workplace. We are a responsible producer and all our units have pro-actively complied with all applicable EHS laws and regulations, both in letter and spirit.

Chemical Management

To ensure the procurement of non-hazardous chemicals and the replacement of hazardous chemicals with safer alternatives, the Company has framed and adopted a Chemical Management Policy with the following objectives:

• To ensure the use of non-hazardous chemicals or least hazardous chemicals during product manufacturing, the chemicals used are compared against the ZDHC MRSL (Zero Discharge of Hazardous Chemicals - Manufactured Restricted Substance List).

• Established RSL policy (Restricted Substances List).

• CAS Numbers (Chemical Abstracts Service) are screened against ZDHC MRSL requirement before procurement.

Responsible Waste Management

The Company has carried out the following activities to ensure responsible management of waste and its traceability:

• A waste stream audit is carried out at hazardous waste handler’s facilities.

• Sub vendors who handle our recycled product or waste have also been audited.

• 5466107 Kgs of Non-Hazardous Waste has been recycled in the financial year

• 252000 Kgs of Elastic Waste sent to Dalmia Cement (Calorific value harnessed in kilns for cement manufacturing)

Health

The health and wellness of our employees remains a priority for us. Numerous health and wellness programs were conducted across all Units and Offices to promote good health and hygiene habits. In addition to the routine awareness programs and check-ups, the following activities have been undertaken this year:

• Inhouseparamedicteamshaveinitiated"Occupational Health Counselling".

• WASH pledge awareness sessions are conducted at regular intervals.

• Precautionary steps taken to prevent the spread of Covid-19: o Government COVID-19 guidelines are strictly adhered to prevent the spread, o Regular awareness created via direct communication on the shop floor and via PA system and posters, o Touch free mechanisms were assessed and upgraded such as sensor-based sanitizer dispensers etc., o Ensured that social distancing is marked and not deviated, o Regular disinfection across all areas, o COVID-19 Emergency response team has been formed and o A team called "COVID Police" was formed to ensure adherence to COVID – 19 safety protocols.

Safety

We are inculcating a safety culture by adopting EHS standards that incorporate best standards, codes, and practices, and are verifying the same through regular audits. Some of the important activities/achievements of safety team include:

• Great year in terms of accident prevention as we have achieved "No Lost Time Injuries" in FY 21-22, while recording 84,439,616 million safe working hours.

• 14 near-miss cases were identified and reported in the year by employees using reporting cards placed near suggestion boxes.

• Posters designed in-house displayed at conspicuous locations at manufacturing sites to increase awareness and enhance safety culture among all employees and stakeholders.

• Several preventive measures were carried out to curtail electrical fires including upgrading of electrical panel protection systems, arc flash study, lightning risk assessment study and frequent external audits.

• Upgradation of firefighting systems.

• A customized EHS data Management System is in pipeline to strengthen accident analysis, closing of audit observations and safe work permit system. We participated in the 4th Safety, Health and Environment competition organized by ABK - AOTS Dosokai, Tamil Nadu Centre where six of our manufacturing units were awarded under different categories

We participated in the 14th edition of the CII -SR EHS excellence awards to showcase our best practices and leadership commitment to Environment, Health and Safety. Our units 20 and 25 won the silver and bronze award respectively.

We have in place an Internal Complaints Committee (ICC) in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The committee members routinely meet employees, conduct awareness sessions and deal with complaints, if any, promptly and in a transparent manner.

PROSPECTS

We are encouraged by the enduring brand equity, image, and leadership of the Jockey brand along with the rising strength of the Speedo brand in their respective markets. We will continue our persistent efforts towards customer satisfaction by creating some of the finest products that reflect style, design, comfort, fit and quality across verticals: - Jockey Men’s, Women’s and Kid’s Innerwear, Athleisure, Socks and Accessories, as well as Speedo Swimwear and Swim related equipment.

The Jockey brand continues to rise to the results of an independent ‘brand health’ study carried out earlier by Nielsen Research Agency which rated the Jockey Brand Health in India among the most powerful brands in their research experience across all categories. The research involved fourteen cities across all four zones in the nation. Jockey brand scored a Brand Equity Index of 4.6 on a scale of ten in the Men’s Innerwear category and 2.9 in the Women’s innerwear category. To put things in perspective, worldwide only 23% of brands across all product categories score a Brand Equity Index 3.0 or over on a scale of ten and only 8% of brands score 5.0 and above. Jockey India Brand Equity Index scores were way above all other brands in both the Men’s and Women’s Innerwear categories.

Another brand health study conducted by Kantar IMRB measured the Brand Equity of the Jockey brand using a propriety tool called ‘Brand Spring’ (a composite of ‘to what extent consumers are familiar with the brand’ and "what the consumers’ reaction is to the brand"). The results were very encouraging and showed a Brand Spring score for Jockey Men’s and Women’s products far higher than any other brand in the respective categories.

WithcontinuedsupportfromJockeyInternational,USA, Speedo International, UK, and access to ideas, trends and innovations from forty other Jockey international licensees throughout the world, 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 remainoptimistic 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 MANAGERIAL PERSONNEL

During the year under review, five Board Meetings and four Audit Committee Meetings were duly convened and held; the details of which are given in the Corporate Governance Report along with the details of composition, category, dates of the meeting, attendance and such other details.

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

DIRECTORS

Appointment of Mr. Rohan Genomal as Executive Director

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 11 November 2021, unanimously appointed Mr. Rohan Genomal [06970529] as additional director, designated as Executive Director – Strategy for a term of 5 years commencing from 11 November 2021 to 10 November 2026 (both days inclusive), subject to Shareholders approval. The shareholders approved the appointment through postal ballot.

Resignation of Mr. Sunder Genomal as Managing Director

Mr. Sunder Genomal, [DIN 00109720] Managing Director, has submitted his resignation letter on 28 February 2022 to relinquish the position of Managing Director from the closing of business hours on 31 May 2022, further, Mr. Genomal has expressed his willingness to continue to contribute to the Company’s success and long-term growth in the capacity of Non-Executive Director. In the letter he mentioned that

 

"The Company is blessed with a passionate team that has inherited and embraced the ethos, culture, values and vision of the founders, a young team full of fresh thoughts and innovative ideas. I feel this is an opportune time for me to step down from the position of MD and transition to a new MD, who will lead the Company in its next phase of growth."

Resignation of Mr. Sunder Genomal from the office of Managing Director was accepted by the Board of Directors. The Board expressed its gratitude for the invaluable contribution made by Mr. Sunder Genomal since inception of the Company.

Appointment of Mr. Sunder Genomal as Non-Executive Chairman

The Nomination and Remuneration Committee at its meeting held on 1 March 2022, as part of succession plan of the Company, recommended to appoint Mr. Sunder Genomal [DIN 00109720] as Non-Executive Chairman of the Company with effect from 1 June 2022. The Board unanimously accepted the recommendation of the Nomination and Remuneration Committee and appointed Mr. Sunder Genomal as Non-Executive Chairman of the Company with effect from 1 June 2022. The Board of Directors thanked Mr. Sandeep Maini [DIN 01568787] for his contribution as Chairman of the Company.

Appointment of Mr. V S Ganesh as Managing Director

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 1 March 2022, unanimously appointed Mr. V S Ganesh [DIN: 07822261] as Managing Director of the Company for a period of 5 years effective 1 June 2022 subject to the approval of Shareholders. The shareholders approved the appointment as Managing Director through postal ballot.

Appointment of Mr. Arif Vazirally as Independent Director

The Nomination and Remuneration Committee at its meeting held on 26 May 2022 evaluated skills, knowledge and experience Mr. Arif Vazirally [DIN 00256108] and recommended to the Board for appointment Mr. Arif Vazirally as Independent director.

The Board of Directors at its Meeting held on 26 May 2022 accepted the recommendation of the Nomination and Remuneration Committee and appointed Mr. Arif Vazirally [DIN 00256108] as Additional Director in the category of Independent Director. He shall hold the office up to the date of the ensuing Annual General Meeting. The notice under section 160(1) of the Companies Act, 2013 has been received from a shareholder signifying his intention to propose Mr. Arif Vazirally as Independent Director of the Company. The Board recommends his appointment at the ensuing AGM.

Re-appointment of Mr. Varun Berry as Independent Director

Mr. Varun Berry’s [DIN : 05208062] initial term of Independent Director is expiring on 24 May 2023. Considering his valuable contribution, the Nomination and Remuneration Committee and the Board of Directors at their meetings held on 26 May 2022 recommended to re-appoint Mr. Varun Berry as Independent Director for another term of 5 years starts from 25 May 2023, subject to the approval of members at the AGM by way of special resolution. The Board recommends his appointment 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. Shamir Genomal [DIN 00871383] and Mr. Ramesh Genomal [DIN 00931277], Directors of the Company will be retiring by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

The details pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 relating to appointment and re- appointment of directors at the AGM are provided in the Notice to the members.

Key Managerial Personnel

In Compliance with Section 203 of the Companies Act 2013, the Board of Directors of Company has the following Key Managerial Personnel:

1. Mr. Sunder Genomal [DIN 00109720]– Managing Director;

2. Mr. Ganesh V S [DIN 07822261] – Chief Executive Officer;

3. Mr. Shamir Genomal [DIN 00871383] – Deputy Managing Director;

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

5. Mr. C Murugesh – Company Secretary & Compliance Officer.

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

We have partnered with Grassroots Research and Advocacy Movement (GRAAM) to identify and spend the CSR monetary allocation wisely and effectively towards a good and noble cause in a sustainable manner.

The following CSR activities have been carried out during the year under review:

• Contribution to PM Relief Fund,

• Covid-19 awareness program,

• Education,

• Contribution to Karnataka State Disaster Management Authority and

• Healthcare program.

Due to pandemic, during the year under review, the Company was unable to spend the required CSR amount, as primary and secondary schools were closed most part of the year. The Company is hopeful that from the next academic year, physical schools will reopen and CSR spend would increase significantly. The Company has earmarked the spent as per the budget on the identified CSR Projects and would enhance the spending in the subsequent years by exploring further avenues which will be in line with our CSR Policy, if required.

During the year under review, the company has spent an amount of Rs.73.08 million against a prescribed amount of Rs.102.18 million. The unspent CSR amount of Rs.29.10 million was transferred to Unspent Corporate Social Responsibility Account as per section 135(6) of the Companies Act 2013.

Evaluation of Board of Directors, Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, performance of directors individually and working of the Board Committees. The manner of evaluation is explained in the Corporate Governance Report. Independent Directors met separately to evaluate the Non-Independent Directors and Chairman of the Board. Your Directors expressed their satisfaction with the evaluation results.

Vigil Mechanism / Whistle Blower Policy

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

All the complaints received during the year under review have been dealt with appropriately under the above policy.

The Company has not received any serious complaint under Vigil mechanism / Whistle Blower policy during the year under review.

Related party transactions

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

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

The Company has framed a Related Party Transactions policy for identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is available on the website at https://www.pageind.com/investor-relationship. The related party transaction in AOC-2 is marked as Annexure-II.

Related party transactions pursuant to the SEBI(LODR) Regulations 2015 and the Companies Act 2013 are provided in notes to the Financial statements.

Risk Management

Risk Management is an ongoing process within the Organization. We have a robust risk management framework to identify, monitor and minimize risks. The Board has a policy to oversee the risk mitigation performed by the executive management, which includes identification, assessment, monitoring and reporting of risks. During the year under review, two meetings were conducted to review the Risk Management framework.

Ratio of remuneration

Details / Disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration pursuant to Section 197 of the Companies Act 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-III.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

Listing

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

AUDITORS

Statutory Auditors: - At the 26th AGM, the members of the Company, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (Firm Registration No. 101049W / E300004) as Statutory Auditor of the Company for a second term of 5 years commencing from the conclusion of 26th AGM till the conclusion 31st AGM, accordingly, they hold office upto the conclusion of the 31st Annual General Meeting of the Company.

The Auditors have not reported any fraud under section 143 (12) of the Companies Act, 2013.

Secretarial Auditor: - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. R Vijayakumar, Company Secretary in Practice [FCS-6418; COP- 8667] to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report forms part of this Annual report marked as Annexure- V. 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 Reporting

Business Responsibility Reporting is provided in the Annexure -IV

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 2022.

Particulars of Loans, Guarantees or Investments: During the year the Company has neither made any investments, nor provided any loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnerships or any other parties.

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

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 to conserve energy.

Our commitment to reduce energy consumption is achieved through installation of energy efficient fixtures, clutch motors to sewing machines, and power factor optimization initiatives among others. All machinery and equipment are being continuously serviced, updated and overhauled to maintain them in good and energy efficient condition. This resulted in consumption of lesser energy consumption.

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

Various energy saving measures have been initiated like energy audit, solar power, LED, servo motors, solar tube, VFD Compressors and Harmonic filters.

b. Technology Absorption, Adaptation and Innovation - Research and Development

In addition to product development and raw material development which continue to be strengthened, Research and Development activities on fashion designing are carried out on an on-going basis. Adopting technologies with state-of-art systems and machineries like PLM software, automated cutting machine, automated fabric inspection machines, etc., the quality of the products and efficiency of the systems have substantially improved. Applying these technologies has helped keep costs of production under control.

Real time data capturing through RFID/Proximity Cards in manufacturing, being an area where we are focused on now, shall help us in building innovative efficiencies.

The nature of activities of the Company does not warrant any exclusive R&D department.

c. Foreign Exchange Earnings and Outgo

Foreign exchange earnings during the year were Rs.526 million from exports to Sri Lanka, Nepal and UAE. Outflow owing to royalty, import of raw materials, machinery, spares etc. amounted to Rs.3,651 million.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

GENERAL

Your Directors acknowledge the support given by the Licensors, M/s Jockey International Inc., USA, and M/s Speedo International Limited, UK as well as all our business associates. The Board also wishes to place on record their sincere thanks and appreciation to the Central Government, Karnataka State Government, Odisha State Government and various other State Governments, bankers, suppliers, distributors and all other stakeholders, including the wholehearted dedication and cooperation extended by the employees at all levels.

By Order of the Board For and on behalf of the Board of Directors

Sunder Genomal V S Ganesh
Managing Director Executive Director & CEO
[DIN: 00109720] [DIN: 07822261]
Bangalore
26 May 2022