Page Industries Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2023

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform you that during the financial year ended 31 March 2023 the revenue from operations of the Company increased from '' 38,865 million to '' 47,886 million, a growth of 23.2%. The profit before tax for the year under review stood at '' 7,581 million as against '' 7,087 million last year which is an increase of 7%. The profit for the year stood at '' 5,712 million as against '' 5,365 million in the previous year representing a growth of 6.5%.

During the year under review, the Company faced very high inflationary trends impacting nearly all costs

Your Directors take pleasure in presenting the 28th Annual Report of the Company together with its audited accounts for the year ended 31 March 2023.

FINANCIAL RESULTS

Financial results for the year under review are summarised below: C in Millions, except earnings per share)
Particulars	2022-23	2021-22
Revenue from operations (net)	47,886	38,865
Profit before Interest, Depreciation & Tax	8,775	8,064
Less: Finance Cost	413	322
Profit before Depreciation and Tax	8,362	7,742
Less: Depreciation	781	655
Profit before Tax	7,581	7,087
Less: Tax	1,869	1,722
Profit for the year	5,712	5,365
Other comprehensive income, net of tax -gains/ (losses)	12	18
Total Comprehensive income, net of tax	5,724	5,383
Retained earnings- Opening Balance	9,622	7,585
Profit for the year	5,712	5,365
Less:
Interim Dividends	2,900	3,346
Re-measurement ( /-) on defined benefit plans	(12)	(18)
Transfer to any reserve	-	-
Retained earnings- Closing Balance	12,446	9,622
Earnings per share (Basic / Diluted) ('')	512.15	481.03

including cotton, packaging, fuel, and logistics. With the cotton prices now softening, the Company has managed to partially offset the trends and hold on the margin strengths with calibrated pricing actions, strong budgets and control measures and optimum use of inventory. The Company''s expansion plans continue to be in line with the accelerated sales growth trends.

The Company''s remains focused on intensifying general trade distribution, modern trade expansion including rapid expansion of exclusive brand outlets, growing online business, improving customers'' experience, strengthening the product portfolio, and ensuring a robust supply chain.

The Company put its Auto Replenishment System (ARS) on hold due to the volatility created by changes in product demand mix and supply chain challenges through the pandemic. This meant that the distributors were free to order based on availability and based on the best judgment, resulting in an imbalance in the channel partners'' inventory. During the year under review, the ARS was reinstated and is now being implemented in full, which, we believe will help in correcting imbalances and not only streamline supply chains, but also help in improving the ROI of the channel partners while improving order fulfillment to retailers.

DIVIDEND

During the year 2022-23, your Directors have declared interim dividends on 11 August 2022 (Interim dividend of '' 60 per share), 10 November 2022 (Interim dividend of ''70 per share), 9 February 2023 (Interim dividend of '' 60 per share) and 25 May 2023 (Interim dividend of '' 60 per share) on an equity share value of ''10 each, amounting to '' 2,788 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 at 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.

EXPANSION AND NEW INVESTMENTS

Despite global headwinds and unpredictable market conditions, the financial year 2022-23 has seen notable growth. With a sustained growth plan in place for the financial year 2023-24, the Company is focused on operations and manufacturing and is well equipped to meet the demand with in-house capacity and some additional capacity from outsourced supply partners.

The tape dyeing unit expansion of 35,000 Sq.ft in Hassan is planned to be commissioned by Q2 of the current financial year, which is aimed to meet the market requirement of women''s dyed elastic.

The ''Cup Molding & Hook n Eye Forming'' projects are a crucial part of women''s bra manufacturing. These projects are also expected to commence during the second quarter of the current financial year and will reduce our import dependency while focusing on improving quality, lead time and cost.

To meet the demand in the premium vertical, the Company is planning to add 200,000 Sq.ft of Cut-to-Pack facility at K R Pete. The commissioning of this facility is expected during the end of this financial year.

Our flagship Odisha Project would be ready by end of FY''24 which shall complement Modern Classic growth, and is slated to be one of largest projects built at 28.5 acres campus, with a built-up area of 6.5 lakhs Sq.ft. This facility will encompass Central Stores, Cut-to-Pack, and Elastics & Socks manufacturing. The campus shall be a state of art facility with more significant emphasis on employee wellbeing, safety and best manufacturing processes including energy efficient IGBC certification.

The Company is also expanding its socks capacity with an addition of 215 advanced knitting machines. With the proposed expansion, the capacity will have 576 knitting machines.

NABL (National Accreditation Board for Testing and Calibration Laboratories) accreditation for our labs has been in progress for the past 3 years, with two of our labs already certified, and the remaining two in the pipeline for the certification.

The Company added two third-party logistics warehouse facilities at Hoskote and T Narsapura in Bangalore, which will be multi-level storage facilities with a robust warehouse management system.

Other significant projects in the pipeline include:

• Enhancement of floor management system

• Line Scheduling & Planning system

• Maintenance Software & Asset Management

• Color grouping / Roll Management / Cut Plan

• Lab management software

• Strategic sourcing from refined limited supplier base

• Quality @ source model based strategic sourcing

• IMS (Integrated Management System comprising ISO9001, 14001, 45001 and 50001)

• RSL, Oekotex, ZLD compliant sourcing

JOCKEY

The Jockey brand is distributed across 2,850 cities and towns. The brand products are sold through Exclusive Brand Outlets (EBO), Large Format Stores (LFS) and Multi Brand Outlets (MBO), as well as Online channels, giving it a wide reach of more than 120,060 stores.

During the year 2022-23, the Company, through its authorised franchisees opened 188 EBOs, taking the total number of “Jockey EBOs” to 1289 which includes 48 exclusive “Jockey Woman” EBOs and 78 exclusive “Jockey Junior” EBO''s. These outlets are spread across the country, covering metro cities, along with several Tier III and Tier IV towns, 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 EBOs, the Company has 13 operational EBOs outside India, ten in UAE and one each in Sri Lanka, Qatar and Oman, with another work-inprogress store in Sri Lanka. 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 '' 429 million in the financial year 2022-23 as against previous year sales of '' 168 million. As on 31 March 2023, Speedo brand is available in 1,230 stores and 30 EBOs across 180 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 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 instil a mature safety culture throughout operational boundaries ultimately introducing a conducive work environment for employees.

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

ENVIRONMENT

Responsible Chemical Management in Manufacturing and Supply Chain

To ensure the procurement of non-hazardous chemicals and the replacement of hazardous chemicals with safer alternatives, the Company has established a Chemical Management Policy. In alignment with the objective of the policy, the following activities are carried out:

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

• Chemicals CAS Nos. are screened against ZDHC MRSL requirements before procurement.

• Chemical alternate assessment is being carried out to replace the chemicals listed in the Restricted Substances List.

In addition, PIL has prepared a Restricted Substances List for its supply chain in alignment with international standards including AAFA (American Apparel and Footwear Association) and AFIRM (Apparel and Footwear International RSL Management) RSLs. Chemical Management policy and RSL were launched to the strategic value chain partners in May 2022 and have come into enforcement from January 2023. The implementation and monitoring will take place in three phases spanning over FY 22-25.

Responsible Waste Management

To ensure responsible management of waste and its traceability:

• Hazardous and Non-hazardous wastes generated in manufacturing are categorized and processed with the support of Pollution Control Board-authorized vendors only.

• Waste stream audits are carried out at both hazardous and non-hazardous waste handler facilities.

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

• Traceability certificate will be taken from waste handling vendors.

Health

• PIL''s in-house medical team has initiated Occupational Health Counselling and Illness tracking. Management programs including occupational health hazard assessment, ergonomic risk assessment and occupational counselling form are being carried out by the team.

• WASH pledge awareness sessions are conducted at regular intervals.

Safety

Behaviour-based Safety System

• PIL launched its behaviour-based safety system in June 2022 beginning with the sewing activity for all manufacturing facilities.

• A checklist based on 49 unsafe conditions in sewing activity was defined and implemented.

• The Company formed a Behaviour Based Safety (BBS) Team comprising of 300 trained sewing employees.

• BBS review committee comprising senior management personnel will review the observation and root cause analysis carried out by the BBS team for necessary intervention.

Safety Management System at Retail Stores

• To strengthen EHS management at retail stores:

o Retail staff have been trained on EHS parameters specific to retail operations o Regular EHS assessments have been carried out at retail stores by trained staff members o Controls and improvement measures have been implemented based on assessment findings

• Defensive driving for 2-wheelers and 4-wheelers has been conducted for all employees as well as heavy-vehicle transport drivers.

• PIL is currently in the process of implementing Integrated Management System which includes Occupational Health and Safety Management System ISO 45001, Environmental Management System ISO 14001, Energy Management System ISO 50001 and Quality Management System ISO 9001.

• Digitalization of EHS data management system is in progress.

PIL participated in the 15th Edition of CII-SR EHS Excellence Awards 2022, in which seven of our manufacturing units have won prestigious awards under different categories in recognition of our commitment and continuous excellence in Environment, Health & Safety practices, and Sustainability Initiatives. Two Units were recognized for participation.

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 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 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 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 throughout the world, we stand by our longterm 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 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

Demise of Mr. Nari Genomal

The Board regretfully report the sad demise of Mr. Nari Genomal [DIN 00568562] (82 years), Non-Executive Promoter director of the Company on 09 August 2022. The Board further expresses its heartfelt condolences for his untimely death and wishes to put on record its sincere and deep appreciation for his invaluable guidance and contribution since the inception of the Company.

He is one of the founding members of the Company and was instrumental in bringing the brand Jockey to India by creating the required manufacturing set-up in India including the business structure. A leader known for his generosity and charismatic personality, he has been the guiding force for the Company and played a crucial role since inception.

Resignation of Mr. Rohan Genomal as Executive Director

Mr. Rohan Genomal [DIN 06970529], Executive Director has submitted his resignation on 09 January 2023 to relinquish the position of Executive Director from the closing of business hours on 31 March 2023 as he is relocating abroad due to personal reasons. Further, Mr. Rohan 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.

The resignation of Mr. Rohan Genomal from the office of Executive Director was accepted by the Board of Directors. The Board has acknowledged the contribution made by him during his tenure as Executive Director.

Appointment of Mr. Jignesh Jaswant Bhate as Independent Director

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 10 November 2022, appointed Mr. Jignesh Jaswant Bhate [DIN: 01195939] as Additional Director in the category of Independent Director with immediate effect for a period of 5 years subject to the approval of shareholders. The shareholders approved the appointment of Mr. Jignesh Jaswant Bhate as Independent Director through postal ballot.

Appointment of Mr. Shahendar Ramesh Genomal as Alternate Director

The Board of Directors at its meeting held on 9 February 2023 appointed Mr. Shahendar Ramesh Genomal [DIN: 00931184] as Alternate Director to Mr. Ramesh Genomal [DIN: 00931277], Director.

Appointment of Mr. Sanjeev Genomal as Non-Executive Director

The Board of Directors at its meeting held on 25 May 2023 appointed Mr. Sanjeev Genomal [DIN: 01399731], as additional director under Non-Executive category. Mr. Sanjeev Genomal 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. Sanjeev Genomal as Director of the Company. The Board recommends his appointment at the ensuing AGM.

Cessation of Mr. B C Prabhakar, Independent Director

Mr. B C Prabhakar [DIN:00040052] was an Independent Director of the Company since 13 September 2012. The second term of Mr. B C Prabhakar, as an Independent Director of the Company ended on 12 September 2022, accordingly, he ceased to be a Director of the Company.

The Board placed on record its sincere appreciation, commending the contribution of Mr. B C Prabhakar.

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Sunder Genomal [DIN 00109720] and Mr. V S Ganesh [DIN 07822261], 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. V S Ganesh [DIN 07822261] - Managing Director;

2. Mr. Shamir Genomal [DIN 00871383] - Deputy Managing Director;

3. Mr. Chandrasekar K - Chief Financial Officer; (till 31 May 2023)

4. Deepanjan Bandyopadhyay - Chief Financial Officer (from 01 June 2023) and

5. 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 at

https://www.pageind.com/policies-documents

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

• Promotion of Education

• Contribution to PM Relief Fund

• Supply of oxygen cylinders, medicines and masks to Government hospitals relating to Covid-19

• Contribution to Akshaya Patra for midday meal scheme for school children

• Contribution to Ministry of Defence

• Healthcare programs

Most of the Company''s CSR spending is directed towards educational programs. As 2022-23 was the first full academic year since the Covid-19 pandemic, the response from the intended beneficiaries were minimal and hence the Company was not in the position to spend the required amount. The Company is hopeful that normalcy will prevail and the participation of beneficiaries will be increased from the academic year 2023-24, which would enable the Company to enhance its CSR spending.

During the year under review, the Company has spent an amount of '' 65.78 million against the prescribed amount of '' 109.64 million. The unspent CSR amount of ''43.86 million was transferred to Unspent Corporate Social Responsibility Account as per section 135(6) of the Companies Act 2013 and such unspent amount will be utilized for the on-going projects detailed in the CSR Report.

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. 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 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

Business Responsibility and Sustainability Report is provided in the Annexure -lV

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 2023.

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 at 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 would 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 ''147 million from exports to Sri Lanka, Nepal and UAE. Outflow owing to royalty, import of raw materials, machinery, spares etc. amounted to '' 6,968 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

Chairman Managing Director

[DIN: 00109720] [DIN: 07822261]

Bangalore 25 May 2023

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Mar 31, 2022

Your Directors are pleased to present the Fifth Annual Report together with the Audited Financial Statements of the company for the financial year ended on 31st March 2022.

1 FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial Statements of the Company as on 31st March 2022 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.

The summarized financial highlight is depicted below:

(? in Lakhs)
	Standalone		Consolidated
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from operations	28,824.16	27,912.96	28,824.16	27,912.96
Other Income	454.02	372.78	376.77	355.43
Total Income	29,278.18	28,285.74	29,200.93	28,268.39
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses	7,454.39	7,255.64	7,374.59	7,231.53
Finance Cost	103.15	34.44	103.15	34.44
Depreciation & Amortization	1,159.22	1,050.59	1,159.22	1,050.59
Profit Before Tax	6,192.02	6,170.61	6,112.22	6,146.50
(i) Provision for Taxation (Current)	1,545.00	1,515.00	1,545.00	1,515.00
(ii) Deferred Tax	(80.85)	(29.22)	(80.85)	(29.22)
(iii) Provision for tax of earlier years	(1,557.37)	(691.60)	(1,557.37)	(691.60)
Profit After Tax	6,285.24	5,376.43	6,205.44	5,352.32
Non-Controlling Interest	-	-	-	-
Net Profit after Non-Controlling Interest	-	-	-	-
Other Comprehensive income	(4.32)	(1.98)	(431 2	(1.98)
Total Comprehensive Income /(Expenses)	6,280.92	5,374.45	6,201.12	5,350.34
* There is negligible impact on Company''s financials as its Subsidiary has not yet started its operation during the year under review.

7 SHARE CAPITAL

During the financial year under the review, there has been no change in the Authorised Capital of the Company. The Authorised share capital of the company as on 31st March 2022 stood at '' 65,25,00,000/- divided into 6,52,50,000 equity shares of ''10/-each.

Allotment of Shares

During the year company has allotted 50,000 Equity Shares to the eligible employees on exercise of the options granted under The Anup Engineering Limited - Employee Stock Option Scheme -2018.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares. Consequently, post allotment the paid-up share capital of company as on 31st March 2022 stood at '' 9,88,11,500/- divided into 98,81,150 equity shares of ''10/- each.

8 EMPLOYEE STOCK OPTION SCHEMES (ESOS)

The Company has instituted three schemes viz, The Anup Engineering Limited - Employee Stock Option Scheme - 2018 (“TAEL ESOS - 2018”), The Anup Engineering Limited - Employee Stock Option Scheme (Demerger) - 2018 (“TAEL ESOS (DEMERGER) - 2018”) and ANUP - Employee Stock Option Scheme - 2019 (“ANUP - ESOS 2019”).

The Company has issued 87,500 options under TAEL ESOS - 2018, 58,371 options under TAEL ESOS (DEMERGER) - 2018 and 57500 options under Anup - ESOS 2019 up to 31st March 2022. All these options are convertible into equal number of Equity Shares of face value of '' 10/- each.

The disclosures with respect to TAEL ESOS - 2018, TAEL ESOS (Demerger) - 2018 and ANUP ESOS - 2019 as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure-A to the Board''s Report.

9 DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

10 DEPOSITS

The Company has not accepted or renewed any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence furnishing the details of deposit in terms of Chapter V of the Companies Act, 2013 is not applicable to the Company. Further there are no outstanding deposits as at 31st March 2022.

11 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of loans given, investments made, guarantees

given and securities provided as per Section 186 of the Companies Act, 2013 by the Company are disclosed in the financial statements of the company.

12 CORPORATE SOCIAL RESPONSIBILITY

The Anup Engineering Limited Policy on Corporate Social Responsibility (TAELCSR), has been put in place to emphasize the underlying value system of the company and a firm belief that only in a healthy society healthy businesses flourish. It facilitates and formalizes the CSR processes, sets up a guiding structure and defines broader thematic areas for projects and programs. The Company defines an annual budget and CSR initiatives and works with like-minded organizations. Our CSR Policy is in sync with the broader areas of Schedule VII of the Companies Act, 2013 and will always be aligned to the changes that get incorporated in the schedule.

During the year under review, the company undertook three projects. These included an ongoing project of “Farmers'' Skill Training” under the broad theme Rural Development, starting a new Rural Development Project around our proposed area of operation at Kheda and supporting a project of setting up a charitable pathology laboratory at Gandevi, Navsari in Gujarat. In addition, COVID relief operations were also undertaken.

The brief details of Corporate Social Responsibility Policy, initiatives undertaken and the amount spent during the financial year 2021-22 is enclosed as Annexure-B to the Board''s Report.

13 HUMAN RESOURCES

A company grows when its people grow. At Anup we believe that talent truly shapes organizational success and destiny. There is highest commitment to investing in hiring the right talent, sustainably engaging and developing them, retaining and rewarding them to deliver organizational results and growth.

An important focus area for the organization has been to respond to trends shaping the future of work that make the company agile, productive and help improve HR systems, processes and enhance employee experience.

The company has invested efforts in bringing effectiveness in hiring and creating an employer brand, creating internal mobility, reorganizing structures in line with business plans and performance and establishing the right rewards and recognition. To ensure that our employees continue to challenge themselves and grow, the company has brought a significant focus to internal mobility and to rotating employees across different functional roles in order to grow into higher roles.

On learning our focus shall continue to be towards digitalization of learning and introduction of various e-learning courses on managerial & functional competencies. Adoption of digital tools, incorporation of hybrid work culture, in our new way of working has ensured that our employees are equipped to work with these through the right skills.

While doing so, we have been cognizant of understanding what motivates and engages our people and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members and offer hand holding support which ensures our people feel comfortable

to speak up, raise concerns and are empowered to initiate improvements.

Our approach to performance management is a holistic one wherein, while holding people accountable, we look at continuous development and create opportunities for them to excel in new and or larger roles. This approach is directly linked to our compensation framework and promotion process. We also offer a wide range of benefits to our employees.

To ensure we develop future leaders, we provide a number of opportunities to foster management and leadership skills. The purpose is to equip our people with the necessary capabilities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the organizational strategy.

14 RISK MANAGEMENT POLICY

The Company has a robust Enterprise Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee reviews the identified Risks and its mitigation measures annually.

The Company has identified 23 Risks - 9 Strategic Risks, 12 Operational Risks & 2 Regulatory Risks. Key Strategic Risks include timely completion of upcoming project, supply chain disruptions, reputational risks, enhancement of technical know-how and infrastructure upgradation. Key Operating Risks include price volatility in input materials, delayed delivery to customers, health and safety. Regulatory Risks includes litigation and regulatory compliance management.

The Company has a Risk Management Committee of the Board of Directors and Risk Management Policy consistent with the provisions of the Act and the Listing Regulations. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

The policy identifies the threat of such events as “Risks”, which if occurred will adversely affect value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation. Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

The framework defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.

15 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating system and procedures. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board of Directors from time to time.

16 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and is available on the website of the Company at www.anupenss.com > Investors > Policies.

17 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES

As on 31st March 2022, the Company has a one wholly own subsidiary company namely “Anup Heavy Engineering Limited”. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary are also available on the website of the Company at www.anupengg.com > Investors>Financial Reports.

The Company has framed a policy for determining material subsidiaries, which has been available on the website of the Company at www.anupengg.com > Investors > Policies.

18 DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

The Board of Directors consists of 6 members, out of which 3 are Independent Directors including one women Independent Director and 3 are Non-Executive and Non-Independent Directors. The composition is in compliance with the Companies Act, 2013 and Listing Regulation.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the company''s Articles of Association, Mr. Sanjay S. Lalbhai (DIN: 00008329) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as the Director of the Company.

Key Managerial Personnel:

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Rishi Roop Kapoor, Chief Executive Officer, Mr. Bhavesh Shah, Chief Financial Officer and Mr. Chintankumar Patel, Company Secretary are the key managerial personnel of the Company.

19 ANNUAL EVALUATION MADE BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance as well as that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the website of the Company at www.anupenss.com > Investors > Policies.

21 FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programs for Independent Directors are explained in the Corporate Governance Report and is available on the website of the Company at www.anupengg.com > Investors > Policies.

22 DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

23 BOARD AND COMMITTEE MEETINGS

A total 4 Meetings of the Board of Directors, 4 meetings of Audit Committee, 1 meeting of Nomination and Remuneration committee, 1 meeting of Stakeholder''s Relationship Committee, 2 meetings of Corporate Social Responsibility Committee, 2 meetings of Risk Management Committee and 1 meeting of Independent director committee and 7 meeting of Management Committee were held during the financial year ended 31st March 2022. Further the details of the Board and the Committee meetings are provided in the Corporate Governance Report forming part of this Report.

24 DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in preparation of the annual accounts for the financial year ended 31st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. they have 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;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25 RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company at www.anupengg.com > Investors > Policies.

26 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders impacting going concern basis were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

27 AUDITORS AND AUDITORS’ REPORT Statutory Auditors:

M/s. Sorab S. Engineer & Co., Chartered Accountants (ICAI Registration No.110417W), Statutory Auditors of the Company were appointed as Statutory Auditors of the Company for a period of five years at the 1st Annual General Meeting of the Company held on 29th September 2018 till the conclusion of 6th Annual General Meeting of the Company pursuant to the provisions of Section 139(1) of the Companies Act, 2013.

The Report given by the Auditors on the financial statements along with the notes to the financial statements of the Company for the financial year 2021-22 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Cost Auditors:

M/s. Maulin Shah & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101527) carried out the cost audit for applicable business during the year. The Board of Directors has appointed them as Cost Auditors for the financial year 2022-23. The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s. Maulin Shah & Associates, Cost Auditors is included as item No. 4 of the notice convening the Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ankita Patel, Company Secretary in practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed herewith as Annexure-C to the Board''s Report. There were no qualifications, observations, reservations, comments or other remarks in the Secretarial Audit Report, which have any adverse effect on the functioning of the Company.

28 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out separately together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the Listing Regulations.

29 BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review is annexed to the Boards'' Report and forms an integral part of this report.

30 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-D to the Board''s Report.

31 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2022 is available on the website of the Company at www.anupenss.com > Investors > Updates.

32 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-E to the Board''s Report.

33 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organization. All AICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy

During the financial year 2021-22, No complaints of sexual harassment were received by the AICC.

34 ENHANCING SHAREHOLDERS’ VALUE

Your Company believes that its members are its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-

economic and environmental dimensions and contribute to sustainable growth and development.

35 ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s customers, vendors, bankers, auditors, investors, Government authorities and stock exchanges during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place: Ahmedabad Date: 17th May 2022

Sanjay S. Lalbhai

Chairman DIN: 00008329

31st March 2022. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The final dividend on equity shares, if approved by the members, would involve a cash outflow of '' 7.90 Crores.

4 DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company at www.anupenss.com > Investors > Policies.

5 TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.

6 MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and/or commitments which may affect the financial position of the Company between the end of the financial period and the date of this report.

1

PERFORMANCE REVIEW AND THE STATE OF COMPANY’S AFFAIRS

On Standalone Basis

The total income of the Company was '' 29,278.18 Lakhs during the year as against '' 28,285.74 Lakhs in the previous year. The Company has reported net profit of '' 6,285.24 Lakhs during the year under review as against profit of '' 5,376.43 Lakhs in the previous year.

On Consolidated Basis

The consolidated total income of the Company was '' 29,200.93 Lakhs during the year as against '' 28,268.39 Lakhs in the previous year. The Company has reported consolidated net profit of '' 6,205.44 Lakhs during the year under review as against profit of '' 5,352.32 Lakhs in the previous year.

Order Book

All time high opening order book of '' 393 Crores.

2

DIVIDEND

The Board of Directors have recommended a final dividend of '' 8.00 (80%) per equity share of '' 10/- each for the year ended on

---

Mar 31, 2021

Your Directors take pleasure in presenting the 26^th Annual Report of the Company together with its audited accounts for the year ended 31^st March 2021.

FINANCIAL RESULTS

Financial results for the year under review are summarised below:

C in Millions, except earnings per share)

Particulars	2020-21	2019-20
Revenue from operations (net)	28,330	29,455
Profit before Interest, Depreciation & Tax	5,460	5,573
Less: Finance Cost	297	339
Profit before Depreciation and Tax	5,163	5,234
Less: Depreciation	629	614
Profit before Tax	4,534	4,620
Less: Tax	1,128	1,188
Profit for the year	3,406	3,432
Other comprehensive income, net of tax	33	-33
Total Comprehensive income, net of tax	3,439	3,399
Retained earnings- Opening Balance	6,935	6,486
Profit for the year	3,406	3,432
Less:
Impact - Adoption of Ind AS 116 Deferred tax	-	234
Interim Dividends Tax	2,789	2716
Re-measurement ( /-) on defined benefit plans	(33)	33
Transfer to any reserve	-	-
Retained earnings- Closing Balance	7,585	6,935
Earnings per share (Basic / Diluted) (?)	305.35	307.72

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform that during the financial year ended 31^st March 2021 the revenue from operations of the Company decreased from '' 29,455 million to '' 28,330 million a de-growth of 3.8%. The profit before tax for the year under review stood at '' 4,534 million as against '' 4,620 million of last year. The profit for the year stood at '' 3,406 million as against '' 3,432 million of the previous year.

Further to the outbreak of COVID19 pandemic and its rapid expansion, government was constrained to resort to extraordinary restrictive measures, such as strict lockdowns which were extended to the entire country since March 2020. In view of these restrictive measures including lock-downs, our manufacturing facilities and offices had been temporarily shut down, adversely impacting the revenue and business operations of the Company. As a responsible corporate citizen with a deep sense of empathy, your Company had taken all measures to ensure that all of its employees were retained, despite adverse business environment. Your company has taken every measure to ensure that all workers and staffs were paid wages and salaries well on-time, significantly mitigating the adverse impact of the pandemic on our workforce.

With the government relaxing restrictive measures, your Company''s operations and sales partially resumed from mid of May 2020. Your Company''s effective and efficient Business Continuity Plans ensured that its teams adapted and responded well during the pandemic, delivering significant growth in the second half of the financial year. As a result, the Company delivered the highest ever revenues and profits in its history, during the third quarter of this year.

Your Company''s cash flow situation continues to be healthy even during this pandemic year, with borrowing being nil. The Company has business continuity plans in place, which ensures adequate inventory of raw materials and finished goods. Your Company has achieved healthy growth in the e-commerce channel and in the athleisure and kids'' product categories.

DIVIDEND

During the year 2020-21, your Directors have declared interim dividends on 12^th November 2020 (Interim dividend of '' 100 per share) and 10^th February 2021 (Interim dividend of '' 150 per share) on an equity share value of '' 10 each amounting to '' 2,789 million. In total, two 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 2,800 cities and towns. The products are sold through Exclusive Brand Outlets (EBO), Large Format Stores (LFS) and Multi Brand Outlets (MBO), as well as online. Across the above channels, the brand is present in 80,000 stores.

During the year 2020-21, the Company through its authorised franchisees opened 200 EBOs, taking the total number of EBOs to 930 which includes 46 ''Jockey Woman'' EBOs catering exclusively to our women customers. 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 six operational EBOs outside India, four in UAE (with another two stores in progress) and two in Sri Lanka. Your company is confident of leveraging opportunities in these new markets.

The online retail business has also showed significant growth both through www.jockey.in as well as with our key e-commerce partners.

SPEEDO

Swimwear industry witnessed a significant impact owing to the COVID-19 lockdowns, during most of the entire financial year 2020-21. Restrictions are still in place for swimming pools in many apartment complexes and pools in clubs, hotels and schools. The Speedo brand has achieved a turnover of '' 26 million in the financial year 2020-21 as against previous year sales of '' 354 million. As on 31^st March 2021, Speedo brand is available in 1,300 stores, 34 EBOs and 15 Large Format Stores spread across 230 cities.

Studies on the swimming market in India by global marketing research firm, AC Nielsen, commissioned by us, shows 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.

INTEGRATING A SUSTAINABLE TRANSFORMATION

We have initiated integration of sustainability across the value chain of our business by (i) recognizing its scope and relevance; (ii) articulating our approach and

(iii) planning; and (iv) putting in place an execution framework. The sustainability journey is guided by a Steering Committee. The sustainability drive has specific focus areas and there is a committee with mission and unit team heads leading the effort in each focus area and at each unit of manufacturing. We have now adopted a sustainability culture in all aspects of our business.

Focus Areas of Action

In accordance with the GRI (Global Reporting Initiative) Standards, we have conducted the materiality assessment to evaluate high priority areas amongst environmental, social, governance and financial parameters. With the recognition of the high scope of sustainability in business, we have broadened the focus areas to include 9 material topics, tagged as missions, for the financial year 2020-21. The 9 material topics or focus areas and respective mission heads are as follows-

Governance

• Economic Performance

• Governance, Compliance and Risk

Social

• Responsible Supply Chain

• Product Stewardship

• Diversity and Equal Opportunity

• Occupational Health and Safety

Environment

• Energy and GHG Emissions

• Materials and

• Water and Effluents

Goals with respect to all focus areas and roadmaps to achieve them have been established for all material topics based on their significance and feasibility.

Initiatives such as (i) Restricted Substances List (RSL) policy, (ii) WASH (Access to safe Water, Sanitation and Hygiene) Pledge by the World Business Council Development, (iii) Extended producer responsibility (EPR) to achieve 100% recycling of packaging as well as production plastic waste, (iv) Conversion to green acid from acetic acid during production and (v) Water and energy conservation steps, which have been taken by us, demonstrate our objective of maintaining high standards of health and safety and environment- friendly practices along the value chain.

Stakeholder Engagement

Stakeholder engagement is critical for an effective and comprehensive implementation of sustainability across different departments. Cross-functional groups with stakeholders from various departments were formed for each of the missions in order to obtain a holistic approach in decision-making. This cross- functional team involves leadership team, department heads and staff at the head office and units. Visits to all units were conducted to understand the scope of operational improvements and to interact with unit staff. To develop constant interaction and discussions on the status and progress of the sustainability missions, regular meetings of mission and unit team members with consultants as well as steering committee meetings are held. Capacity building and training sessions of sustainability teams at both unit and head office levels have been conducted to engage and broaden the employees'' knowledge about various sustainability parameters.

To make the sustainability project more inclusive, we have taken the initiative to spread awareness about the importance of sustainability at the shop floor.

For more information on our sustainability performance and report, please refer to the Sustainability Report available at: httpsi/''www.pageind.com/sustainability-report

EXPANSION AND NEW INVESTMENTS

To meet the growing market demand, we are geared up to augment our production capacity. Our installed capacity across various units is spread over 2.20 million sft. across 15 manufacturing units and 5 finished goods warehouses.

The Company is adding 1 lakh sft in Hassan, Karnataka for raw material storage, raw material quality and elastic preparatory processes. The facility is expected to be commissioned in the second half of FY22

In Odisha, IDCO has allotted 28.8 acres of land in Ramdaspur Village in Cuttack District. The Company will set up a manufacturing facility for Men''s innerwear-Modern Classic vertical. The facility shall be a state-of-the-art campus with Central Stores, Elastics, Socks and Cut to pack manufacturing operations. The project has

been awarded to renowned contractors to build and meet IGBC certification. Ground levelling activity has been progressing well and the project is expected to be completed by March''23.

Project ‘AARAMBH’- Smart distribution center for finished goods

The Company has also embarked on its journey with 3PL Warehouse Outsourcing model with one of the trusted partner - DHL at Attibele- Anekal MCS facility. It is catering to both our E-commerce & Channel Distribution business requirements. Spread across 2 Lakh Sft., the warehouses are built with best-in-class infrastructure at par with global industry standards. This is (i) Company''s first mechatronic warehouse for Channel Distribution with minimal human intervention through seamless integration of processes & technology implementation; and (ii) Best in class E-com warehousing model to cater seamless order processing with focus on service quality and speed to market along with improved inventory accuracy and productivity.

Technology, Process Improvement and Modernization

Supply chain planning tool: Project SCORE-BlueYonder: As part of our progress through digitization we are in the final stage of implementation of the enterprise planning tool ''BlueYonder''. With this, our agility and nimbleness in various areas of demand forecasting, customer responsiveness, improved fulfillment, productivity improvement, cost improvement and inventory optimization shall be a reality.

Lab Accreditation: The Company has always focused on the quality of its processes, inputs and products. In this regard, we have been making investment in our supply chain, equipment and in training and developing our associates. Our Hassan Unit Lab was granted NABL Accreditation in its maiden attempt for 22 quality test parameters.

Floor management system: We have successfully completed piloting the digital factory initiative in our Hassan facility. With this initiative we can have real time data, interventions and multi-tier reports on key manufacturing activities like skill deployment, WIP management, efficiency tracking, online inventory management, skill inventory initiatives, down time tracking and reduction.

Socks Automation: To cater the Kids socks market, we have added ten imported knitting machines. These machine comes with latest auto toe link technology for a seamless toe line.

Narrow tape dyeing: To meet the growing demand for Jockey Women''s products we have added a latest tape dyeing machine in our existing Hassan tape dyeing unit.

As part of our modernization, we have added a best in class auto cutter at our Bangalore Manufacturing facility.

As we continue to drive manufacturing excellence, we are delighted to inform that we won the prestigious ''ABK-AOTS Dosokai'' Category award for Textile Industry for implementation of 5S initiatives in the Company. Our Units have participated in various categories of the competition and bagged trophies and awards.

ENVIRONMENT, HEALTH AND SAFETY

We are an environment friendly organization and all our units have complied pro-actively with all applicable environment related laws, both in letter and spirit.

At Page Industries Limited, safety and health of our employees are extremely important, and we remain committed to building and maintaining a safe and healthy workplace. All our employees have demonstrated their commitment to maintain a safe and healthy workplace.

During the year under review, your Company has won four-star rating CII EHS (SR) award for Unit 12 & 17 and also won gold rating SHE (Safety, Health and Environment) award by ABK - AOTS for units 17 & 21.

Environment: Our Environment, Health & Safety (EHS) strategies are directed towards safe and environmentally responsible operations across all our manufacturing sites by optimizing natural resource usage and providing a safe and healthy workplace. Ventilation survey has been carried out in all units to ensure that adequate fresh air prevails inside the manufacturing premises.

We pro-actively adhere to “Hazardous & Other waste (Management & Transboundary Movement) Amendment Rules, 2019” & “E - Waste (Management) Rules, 2016” for handing used oil, waste oil, oil-soaked cotton waste, oil filters & E - waste and disposal through vendors authorized by Pollution Control Board.

Chemical Management System: Further to Chemical Management Study carried out last year, the Company has adopted a Chemical Management policy with objective of eliminating the use of hazardous chemicals, purchase of Non - Restricted Substances List chemicals, safe use & storage of chemicals and proper disposal of used/expired chemicals. Chemical alternate assessment is being carried out to replace Restricted Substances List chemicals. The Company''s Chemical Management process is audited using Zero Discharge of Hazardous Chemicals (ZDHC) tool. The Company is in the process of enrolling with ZDHC programme.

WASH (water, sanitation, hygiene) guideline has been developed to maintain uniform WASH standards across all manufacturing units. WASH self-assessment checklist was created for effective implementation. To create awareness, WASH posters on importance on water, sanitation and hygiene have been displayed at prominent places, in Units / Offices. To ensure further penetration of the significance of WASH, announcements are also being made through the PA system.

Health: The health and wellness of our employees is always a priority. 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 have been undertaken this year:

• Covid-19 testing camps were conducted for employees in the Manufacturing Units

• Covid- 19 Vaccination drive was conducted within the Manufacturing Unit facilities to vaccinate employees above the age of 45

• The Company doctors are providing free medical consultation for Covid-19 infected persons in the units and prescribing medication

• Risk assessment with respect to health was carried out to ensure that activities carried out by the employees is not affecting their health and

• Ergonomic risk assessment was also carried out to mitigate and eliminate ergonomic related injuries.

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.

In addition to testing of pressure vessels, lifting tools and equipment, we have replaced portable boilers with central electric boiler.

At all our manufacturing sites, Road Safety Week, National Safety Week, Environmental Day and Fire Safety Day were observed to promote health and safety awareness. Emergency evacuation drills and training on firefighting were conducted.

A comprehensive EHS training module has been developed for (i) EHS Operations and Control, (ii) Occupational Health and Safety, (iii) Fire Safety, (iv) Electrical Safety, (v) Environmental Protection and (vi) Chemical Management. At all manufacturing units, annual training plans have been conducted to ensure uniform and systematic EHS training.

For all new projects, design layouts of fire hydrant system, fire alarm system and electrical installations are reviewed to ensure that all safety procedures are in place at implementation stage itself.

The following are the important activities carried out as part of safety measures: (i) Insulation of fire hydrant pumps and panels (ii) Hydrant valves in pump room are kept intact under lock and key to ensure entry of authorized person only (iii) All emergency exit doors were painted red for easy identification (iv) All duct and cable passageways were filled with fire sealant to restrict spread of fire (v) Battery storage area was separated from UPS and panel using fire rates bison boards and (vi) Openings in the transformer yard were filled with fire rated material.

Covid-19 Precautionary Measures

Your Company has taken extensive steps to control the spread of covid-19. A detailed standard operating procedure was framed and strictly adhered. (i) To track SOP implementation across all locations, audits were conducted (ii) Regular awareness is being given via direct communication at shop floor via PA system and posters (iii) Installed touch-free hand sanitizer dispensers, foot-operated taps, leg-operated doors or sliding doors as well as marking attendance using proximity cards (iv) Ensured Social distancing markings wherever required (v) Re-designed Seating arrangements to ensure social distancing (vii) Regular disinfection across all areas, were

Another brand health study conducted by another research agency, 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 , far higher than any other brand in the respective categories.

With the continued support from Jockey International, USA, Speedo International, UK, and access to ideas, trends and innovations from forty other Jockey international licensees throughout the world, our long-term commitment to newness and innovation will never waver, be it in product, technology up-gradation, back-end processes or marketing. With our strong in-house product development, back-end capabilities, manufacturing expertise and state of the art technology that is continuously evolving, combined with a very strong distribution network, we remain optimistic about the prospects 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 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, having specializing in, different fields that enables it to address the various business needs of the company, while placing very strong emphasis on corporate governance.

carried out (viii) PPE kits were provided to personnel carrying out disinfection (ix) All employees and staff are instructed to wear masks at all times (x) Emergency response team ensured proper management of covid-19 cases (xi) Temporary quarantine room was set-up (xii) Regular Temperature checks were conducted and (xiii) Separate entry and exit was set-up.

The Company has a dedicated Compliance team to ensure strict compliances of applicable statutory and regulatory statutes. As a part of audit, the team will also carryout surprise compliance audit and based on the audit, scoring will be given to each unit. The best unit will be rewarded every year. Automated compliance tool is in place to track routine compliances like filing of returns and reports.

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. We have not received any complaint related to sexual harassment of women at our workplace during the year under review.

PROSPECTS

We are highly encouraged by the enduring strong brand equity, image and leadership of the Jockey brand and the rising strength of the Speedo brand in their respective markets. We will continue our unrelenting endeavor to satisfy consumers with the finest products in terms of style, design, comfort, fit and quality in all 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 live up 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.

DIRECTORS

Retirement of Mr. Pradeep Jaipuria, Independent Director

Mr. Pradeep Jaipuria [DIN:00121685] was Chairman of Board of the Company since 11^th February 2011. The second term of Mr. Pradeep Jaipuria, as an Independent Director of the Company was ended on 10^th February 2021, accordingly, he ceased to be a Director of the Company. The Board placed on record its sincere appreciation, commending the contribution of Mr. Pradeep Jaipuria.

Appointment of Mr. Sandeep Maini as Chairman of the Board

In the place of Mr. Pradeep Jaipuria [DIN:00121685], the Board has unanimously passed a resolution to appoint Mr. Sandeep Maini [DIN: 01568787], Independent Director as Chairman of the Board, effective from 11^th February 2021.

Appointment of Mr. Mark Fedyk in place of Mr. Tim Wheeler

As per the recommendation of M/s. Jockey International, Inc., the Board of Directors at its meeting held on 12^th November 2020 appointed Mr. Mark Fedyk [DIN: 08927892], President & COO of Jockey International as additional director under Non-Executive category in place of Mr. Tim Wheeler [DIN: 00863237]. Mr. Mark Fedyk 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. Mark Fedyk Director of the Company. The Board recommends his appointment at the ensuing AGM.

Mr. Tim Wheeler was on the Board of Directors since 29^th September 2006. The Board placed on record its deep appreciation for his contributions.

Resignation of Mr. Vedji Ticku, Executive Director & Chief Executive Officer

Mr. Vedji Ticku [DIN: 07822283], Executive Director & Chief Executive Officer has submitted his resignation letter on 16^th February 2021, owing to personal commitments. Mr. Ticku joined the Company on 7^th May 1997 as Regional Sales Manager. Recognizing his hard work and dedication, the Company had been regularly entrusting him with higher position(s) with additional responsibilities. Appreciating his leadership skills and timely delivery of KRAs assigned to him, the Board of Directors at their meeting held on

12^th February 2016, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Ticku as CEO and thereafter, on 25^th May 2017 elevated him as “ED & CEO” entrusting him with higher responsibilities. He has served the organisation for around 24 years in various capacities providing support and guidance to all facets of the organisation.

During his tenure, he has provided valuable leadership to the Senior Executives and their respective teams. Under his leadership, the Company has made many notable achievements which are reflected in the Company''s current position and its performance. Mr. Ticku leaves an exceptionally talented team in place and the business in an excellent position for its continued growth.

The Board accepted the resignation of ED & CEO effective from the close of business hours on 31^st May, 2021. The Board has also expressed its gratitude for the invaluable contribution made by Mr. Ticku during his association with the company.

Appointment of Mr. V S Ganesh as Executive Director & Chief Executive Officer

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 22^nd February 2021, unanimously appointed Mr. V S Ganesh [DIN: 07822261] as “Executive Director & Chief Executive Officer” of the Company for a period of 5 years effective 1^st June 2021 subject to the approval of Shareholders at the ensuing Annual General Meeting.

Re-appointment of Managing Director

At the 21^st AGM of the Company, the members of the Company appointed Mr. Sunder Genomal [DIN:00109720] as Managing Director for a period of 5 years up to 31^st July 2021. Considering his valuable contribution to the growth of the Company, the Nomination and Remuneration Committee and Board of Directors at their meeting held on 27^th May 2021 have recommended to re-appoint Mr. Sunder Genomal as Managing Director of the Company for another term of 5 years commencing from 1^st August 2021 to 31^st July 2026. Mr. Genomal''s reappointment is placed for shareholders'' approval at the ensuing Annual General Meeting.

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Sunder

Genomal [DIN: 00109720] and Mr. Nari Genomal [DIN: 00568562], 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 reappointment of directors at the AGM are provided in the Notice to the members.

During the year under review, the Board of Directors appointed Mr. Sanjeev Genomal as alternate director to Mr. Nari Genomal

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, CEO (till 31^st May 2021);

3. Mr. Ganesh V S, CEO (from 1^st June 2021);

4. Mr. Shamir Genomal, Deputy Managing Director;

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

6. 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/policies-documents. 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 of the Companies Act, 2013 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:

• An Integrated Education and Child Development Program,

• An Initiative for Youth Development,

• Contribution to PM Relief Fund,

• Covid-19 awareness program and

• Healthcare program.

Due to pandemic, during the year under review, the Company was not able to spend the required CSR amount, as primary and secondary schools were closed. We have spent allocated budget on the identified CSR Projects and would enhance our spending in the subsequent years by exploring further avenues which will be in line with our CSR Policy.

During the year under review, the company has spent an amount of '' 62.58 million against a prescribed amount of '' 105.35 million. The unspent CSR amount of '' 42.77 million has been 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/policies-documents.

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/policies-documents.

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, a meeting was 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 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-III.

Business Responsibility Reporting

Business Responsibility Reporting is provided in the Annexure -IV

Deposits

The Company has not accepted any deposits during the year under review. There is no outstanding deposit as on 31^st March 2021.

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.

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 two interim dividends, which were duly implemented.

Details on Unclaimed dividends and transfer of shares to IEPF are provided in the Corporate Governance Report.

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/other-compliances

Listing

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

Unclaimed Shares Suspense Account

There are no shares remaining unclaimed and lying in the

escrow account.

AUDITORS

Statutory Auditors: - At the 21^st 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 21^st AGM till the conclusion 26^th AGM, accordingly, they hold office upto the conclusion of the ensuing 26^th Annual General Meeting of the Company.

The Audit Committee and the Board, unanimously, recommends another term of 5 years as set out in the ordinary resolution no.4 of the notice to the shareholders, considering their credentials and also based on the evaluation of the quality of audit work done by the statutory auditors.

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.

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.

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 '' 178 million from exports to Sri Lanka, Nepal and UAE. Outflow owing to royalty, import of raw materials, machinery, spares etc. amounted to '' 2027 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. During the year, the Company was granted the prestigious ''ABK-AOTS Dosokai'' Category award for Textile Industry for implementation of 5S initiatives in the Company.

2. During the year, Hassan Unit Lab was granted in its first attempt, the esteemed NABL Accreditation.

3. During the year under review, your Company won four-star rating and received the CII EHS (SR) award for Unit 12 & 17. These units also won the Gold Rating by ABKOTS for SHE(Safety, Health and Environment).

4. In 2019, the Company has received an award from Debra Waller, Chairman of the Board & CEO of Jockey International, honouring 25 years of strong partnership.

5. 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 Vice-President of India and Mr. Arun Jaitley, the then Finance Minister, presented the award.

6. 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.

7. 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.

8. 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.

9. 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.

10. Mr. Pius Thomas, Executive Director - Finance had been chosen by an eminent Jury- as the winner in the "Sustained Wealth Creation”- Medium Category at the YES Bank Business World Best CFO Award 2016. Honorable Minister of Railways Suresh Prabhu and Chairman of TERI, Shri Ashok Chawla presented the award.

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

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

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

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

15. 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.

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

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

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

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

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

21. 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.

22. 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.

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

24. 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.

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

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 Vedji Ticku

Managing Director Executive Director & CEO

(DIN: 00109720) (DIN: 07822283)

Bangalore 27^th May, 2021

---

Mar 31, 2019

The Directors take pleasure in presenting the 24^th Annual Report of the Company together with its audited accounts for the year ended 31^st 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 31^st 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 9^th August 2018 (Interim dividend Rs. 41 per share), 14^th November 2018 (Interim dividend Rs. 41 per share Special Dividend Rs. 110 per share), 14^th 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 31^st 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 23^rd AGM, Mr. Varun Berry (DIN: 05208062) was appointed as Independent Director for a term of 5 years commencing from 25^th May 2018.

SEBI vide its notification No. SEBI/LAD-NRO/ GN/ 2018/10 dated 9^th 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 01^st 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 1^st 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 13^th August 2019;

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

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

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

Considering their valuable contribution, the Nomination and Remuneration committee and Board of Directors at their meeting held on 24^th 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 21^st 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 21^st AGM till the conclusion 26^th 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 31^st 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

24^th May, 2019

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Mar 31, 2018

DIRECTORS’ REPORT

The Directors take pleasure in presenting the 23^rd Annual Report of the Company together with its audited accounts for the year ended 31^st March 2018.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

(Rs, in Millions, except earnings per share)

Particulars	2017-18	2016-17
Revenue from operations (net)	25,520	21,305
Profit before Interest, Depreciation & Tax	5,621	4,375
Less: Finance Cost	166	180
Profit before Depreciation and Tax	5,455	4,195
Less: Depreciation	280	247
Profit before Tax	5,175	3,948
Less: Tax	1,705	1,285
Profit for the year	3,470	2,663
Other comprehensive income, net of tax	(30)	(15)
Total comprehensive income, net of tax	3,440	2,648
Retained earnings - Opening Balance	5,394	4,035
Profit for the year	3,470	2,663
Less:
Dividends including Dividend Distribution tax	1,624	1,289
Re-measurement ( /-) on defined benefit plans	30	15
Transfer to General Reserve	-	-
Retained earnings- Closing Balance	7,210	5,394
Earnings per share (Basic / Diluted) (Rs,)	311.08	238.74

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform that during the financial year ended 31^st March, 2018 the revenue from operations of the Company increased from Rs, 21,305 million to Rs, 25,520 million registering a growth of 19.78%. The profit before tax for the year under review has increased to Rs, 5,175 million from Rs, 3,948 million of last year, which is an increase of 31.08%. The profit for the year stood at Rs, 3,470 million as against Rs, 2,663 million of the previous year representing a growth of 30.30%

DIVIDEND

During the year 2017-18, your Directors have declared interim dividends on 25^th May, 2017 (Rs, 26 per share), 9^th November, 2017 (Rs,35 per share), 8^th February, 2018 (Rs, 35 per share) and 25^th May 2018 (Rs,35 per share) on an equity share value of Rs, 10 each amounting to Rs, 1,461 million. In total four interim 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 Note 14 of the financial statement.

BRAND BUILDING JOCKEY

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

During the year 2017-18, the Company through its authorized franchisees opened 119 EBOs including 9 ‘Jockey Woman’ EBOs catering exclusively to our women customers, taking the total number of EBOs to 470. These outlets are spread throughout India even covering Tier II and Tier III cities. This is an indicator of the growth potential of the Jockey brand in such cities.

Apart from the domestic EBO’s, the Company has 7 EBO’s outside India, 5 in UAE and 2 in Sri Lanka. While these markets are still in a nascent stage, your company is confident of promising opportunities in these new regions for the brand.

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

SPEEDO

The Speedo brand has achieved a turnover of '' 428 million in the financial year 2017-18 as against previous year sales of '' 364 million, which is an increase of 17.58%. As on 31^st March 2018, Speedo brand is available in 1292 stores including 28 EBO’s and 68 Large Format Stores spread across 115 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 growing market demand, the Company has geared up to augment its production capacity. During the period under review, we have expanded installed capacity across various units spread over 2.40 million sqft in 14 locations in the state of Karnataka.

The Tape dyeing plant which was set up during the last financial year in Hassan, Karnataka is now fully operational thereby shall bring speed to our women’s business.

Civil construction works for further expansion which was planned in KIADB Industrial Area, Hassan, where five acres of land was allotted by KIADB on 99 years lease is on the verge of completion and the warehousing activities for the women’s range of products will commence from this site. This relocation of warehouse from current facility to the new facility will enable us to further expand the women’s range production capacity during the current year.

APIIC has allotted 27 acres of land, on which, your Company is setting up a manufacturing facility of 0.50 million sqft built-up area to meet the growing demand of Men’s business, besides ensuring upgradation of existing facilities. Further capacity expansion is being planned in a 0.25 million sqft leased-out building near Mysore.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is an environment friendly organization as all its units have complied with applicable environmental laws. At Page, safety and health are extremely important and we, including employees at all levels, remain committed to build and maintain a safe and healthy workplace.

Environment: Your Company’s Environment, Health & Safety (EHS) strategies are directed towards safe and environmentally responsible operations across all manufacturing sites by optimizing natural resource usage and providing a safe and healthy workplace. The Company has carried out various activities in improving health and safety standards, which include initiatives like improving the operating procedures, EHS induction, training, improved disposal of hazardous and E-waste, Personal Protective Equipment (PPE) implementation audits, risk assessments and Gemba walks.

At the new unit at Hassan, the Company has obtained Indian Green Building Council (IGBC) certification which shows our inclination towards best environment practices in newer ventures. The proposed new venture at Andhra Pradesh, shall also be IGBC rated building.

We have strong governance practices in place for the responsible disposal and recycling of wastes. To be water positive, we have installed state of the art treatment plants whereby treated water is used for gardening & flushing purpose.

Health: Employees wellness being the foremost priority, each unit has dedicated Doctor(s) and Nurses spreading awareness on Health & Hygiene aspects, apart from routine duties. Several awareness programs like usage of sanitary pads

and proper disposal, training of pregnant women, easy exercises for body & mind relaxation, ergonomics awareness and training for sewing and packing employees, anemia awareness and iron tablet dispersion, dengue fever awareness program, tri monthly vitamin syrup dose given to creche children, importance of tetanus toxoid awareness and half yearly vaccination given to housekeeping, maintenance staff, pregnant employees and creche children monthly checkup, are being conducted.

Anti-Tobacco awareness on May 31^st and Diabetic awareness on World Diabetic day on November 14^th were observed. World Health Day was observed on April 7th and on the day, blood pressure checkup and survey was done to create awareness on blood pressure towards employee wellness and wellbeing.

Safety: Your Company is inculcating a safety culture by adopting EHS standards that incorporate best standards, codes and practices and are verified through regular audits. Your Company ensures safe equipment and systems of work to target zero incidents by providing required training, information and supervision. Employees are educated to adhere with all required norms and comply with all relevant statutory provisions. At all our manufacturing sites, Road Safety Week & National Safety Week were held to promote health and safety awareness. To demonstrate fire safety, we do organize regular awareness session by experts on “Actions to be taken in Case of Fire”. We also held a home safety awareness sessions during the National Safety Week (March 4 to 11).

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

PROSPECTS

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

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

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

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 of the Board and Committee thereof are provided in Corporate Governance Section to this Report.

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

DIRECTORS

Appointment

At 22^nd AGM, 1. Appointed, Mr. Vedji Ticku (DIN: 07822283) as Executive Director and Chief Executive Officer and Mr. V S Ganesh (DIN: 07822261) as Executive Director - Manufacturing and Operations. Their term of office is for 5 years commencing from 25^th May 2017. 2. Re-appointed of Mr. B C Prabhakar (DIN: 00040052) as Independent Director for another term of 5 years starts from 13^th September 2017.

The Board of Directors at its Meeting held on 25^th May 2018 has appointed Mr. Varun Berry (DIN: 05208062) 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. Varun Berry as Independent Director of the Company. 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. Sunder Genomal (DIN: 00109720) and Mr. Timothy Ralph Wheeler (DIN: 00863237), 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 re- appointment of directors at the ensuing AGM are provided in the Notice to the members.

Key Managerial Personnel

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

1. Mr. Sunder Genomal - Managing Director;

2. Mr. Vedji Ticku - Chief Executive Officer;

3. Mr. Pius Thomas* - Chief Financial Officer;

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

5. Mr. C Murugesh - Company Secretary.

* up to 7 ^th April 2017

** with effect from 8 ^th February 2018.

Committees of the Board of Directors

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

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility (CSR) Committee.

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

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment of Directors and Senior Management and to fix their remuneration.

The Nomination and Remuneration Policy is available in the Company’s website at https://www.jockeyindia.com/page/policies-documents. 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 terms of policy is provided in Annexure-II.

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

I. Integrated Education and Child Development Program and

II. 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, 32.22 million against a prescribed amount of Rs, 65.34 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, performance evaluation has been carried out on directors individually, working of the Committees and Board’s performance. 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. Board expressed its 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 and actual or suspected fraud. The details are explained in the Corporate Governance Report and the Policy is available on the Website of the Company.

Related party transactions

All related party transactions that were entered during the financial year were at arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, other designated persons and their relatives 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 were of foreseen and repetitive nature. The transactions entered into, pursuant to the omnibus approval so granted, are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions policy for 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. During the year under review the Board of Directors has accepted all the recommendations of the Audit Committee.

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. Major risk and mitigation plans have been explained in the Management Discussion and Analysis Report.

Ratio of remuneration

Details / Disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration and particular of employees pursuant to Section 197(12) of the Companies Act 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-IV.

Business Responsibility Reporting

Business Responsibility Reporting is provided in the Annexure -V.

Deposits

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

Particulars of Loans, Guarantees or Investments

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

Significant and Material Orders passed by the Regulators or Courts

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

There has been no material change and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Extract of the annual return

Extract of Annual Return is provided in the Annexure - VI. This Annual Report is available in the Company’s website at https://www.jockeyindia.com/annual-reports.

Listing

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

Unclaimed Shares Suspense Account

There is no share remaining unclaimed and lying in the escrow account.

AUDITORS

Statutory Auditors:- At the 21^st 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 21^st AGM till the conclusion 26^th 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 Report to the shareholders for the year under review does not contain any qualification.

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

Secretarial Auditor:- Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. R Vijayakumar, Company Secretary in Practice [FCS-6418; COP- 8667] to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report forms part of this Annual report, marked as Annexure- VII. The Auditor report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit Report:- Cost audit is not applicable pursuant to Notification G.S.R.01(E) dated 31^st 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 Company Secretary in Practice regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is enclosed as part of this Annual Report.

Internal Control System and Adequacy

The details are stated in the Management Discussion and Analysis Report.

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 through installation of energy efficient fixtures, clutch motors to sewing machines, power factor optimization initiatives etc., All machinery and equipment are continuously serviced, updated and overhauled to maintain them in good condition. This results 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 new ventures, the Company is exploring solar as a renewable source of energy besides all 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 been substantially improved. Applying these technologies has helped to keep costs of production under control.

Real time data capturing through RFID/ Proximity Cards in manufacturing is an area where we are focused now, this 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 under review were '' 142 million by exports to Sri Lanka, Nepal and UAE. Outflow on account of royalty, import of raw materials, machinery, spares etc. amounted to '' 1,938 million.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DECLARATION OF INDEPENDENT DIRECTOR

The Company has received declaration from Independent Directors of the Company that they meet with the criteria of their Independence laid down in Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

INDUSTRIAL RELATIONS

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

AWARDS AND ACCOLADES

1. Mr. Sunder Genomal, Managing Director, 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.

2. Mr. Vedji Ticku, Executive Director & CEO, received the ‘Decadal Award’ on behalf of Page Industries Limited at the 10^th edition of the CNBC TV 18 Emerging India Awards event. As a mark of its 10^th Anniversary special, this year, 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 this year as a special recognition by the esteemed jury.

3. 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.

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

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

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

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

8. The Company had received ‘Best Global Marketing Campaign award 2016’ from Speedo International.

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

10. 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.

11. Mr. Pius Thomas, Executive Director - Finance had 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.

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

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

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

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

16. Brand Jockey had 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.

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

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

19. 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.

20. In recognition of our corporate best practices, we have been certified by USA based WRAP (Worldwide Responsible Apparel Production).

GENERAL

The Directors acknowledge the support given by

the Licensors, M/s Jockey International Inc., USA,

and M/s Speedo International Limited as well as all business associates. The Board also wishes to place on record its sincere thanks and appreciation to Union and 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

Pradeep Jaipuria Sunder Genomal

Chairman Managing Director

(DIN: 00121685) (DIN: 00109720)

Bengaluru 25^th May, 2018

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Mar 31, 2017

DIRECTORS’ REPORT

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

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

(Rs,in Millions, except earnings per share)

Particulars	2016-17	2015-16
Revenue from operations (net)	21,321	17,962
Profit before Interest, Depreciation & Tax	4,375	3,850
Less: Finance Cost	180	178
Profit before Depreciation and Tax	4,195	3,672
Less: Depreciation	247	241
Profit before Tax	3,948	3,431
Less: Tax	1,285	1,116
Profit for the year	2,663	2,315
Other comprehensive income, net of tax	(15)	(12)
Total Comprehensive income, net of tax	2648	2,303
Retained earnings- Opening Balance	4,035	2,820
Profit for the year	2,663	2,315
Less:
Final dividend Dividend tax for previous year	322	268
Interim dividends Dividend tax for the year	967	820
Re-measurement ( /-) on defined benefit plans	15	12
Transfer to General Reserve	-	-
Retained earnings- Closing Balance	5,394	4,035
Earnings per share (Basic / Diluted) (?)	238.74	207.57

FINANCIAL HIGHLIGHTS & PERFORMANCE

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

DIVIDEND

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

BRAND BUILDING JOCKEY

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

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

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

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

SPEEDO

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

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

EXPANSION AND NEW INVESTMENTS

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

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

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

ENVIRONMENT, HEALTH AND SAFETY

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

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

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

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

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

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

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

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

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

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

1. Class room training;

2. Quiz competition;

3. Wear helmet awareness; and

4. Poster competitions.

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

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

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

PROSPECTS

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

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

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

HUMAN RESOURCES/INDUSTRIAL RELATIONS

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

BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

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

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

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

Directors Re-appointment of Managing Director

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

Demise of Mr. Pius Thomas, Executive Director

- Finance and CFO

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

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

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

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

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

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Nari Genomal (DIN : 00568562) and Mr. Ramesh Genomal (DIN : 00931277), Directors of the Company will be retiring by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.

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

Key Managerial Personnel

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

1. Mr. Sunder Genomal - Managing Director,

2. Mr. Vedji Ticku - Chief Executive Officer,

3. Mr. Pius Thomas* - Chief Financial Officer

4. Mr. C Murugesh - Company Secretary.

* up to 7^th April 2017.

Appointment of Executive Directors

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

The Board of Directors at their meeting held on

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

Committees of the Board of Directors

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

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility (CSR) Committee.

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

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment of Directors and Senior Management and to fix their remuneration. The Nomination and Remuneration Policy is available in the Company’s website at https://www.jockeyindia.com/page/policies-documents. The extract of the policy covering Director’s appointment and remuneration including criteria for determining qualification, positive attributes, etc are provided in the Corporate Governance report.

Corporate Social Responsibility

Annual Report on Corporate Social Responsibility (CSR) containing composition of CSR Committee and its terms of policy is provided in Annexure-I.

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

I. An Integrated Education and Child Development Program and

II. An Initiative for Youth Development

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

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

Evaluation of Board of Directors, Committees and Directors

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

Vigil Mechanism / Whistle Blower Policy

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

Related party transactions

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

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

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

Risk Management:

Risk Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks. The Board has a policy to oversee the risk mitigation performed by the executive management, which includes identification, assessment, monitoring and reporting of risks. The major risk and mitigation plans have been explained in the Management Discussion and Analysis Report.

Ratio of remuneration

Details / Disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration and particular of employees pursuant to Section 197(12) of the Companies Act 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-III.

Business Responsibility Reporting

Business Responsibility Reporting is provided in the Annexure -IV

Fixed Deposits

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

Particulars of Loans, Guarantees or Investments

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

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

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

Extract of the annual return

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

Listing

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

Unclaimed Shares Suspense Account

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

AUDITORS

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

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

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

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

Secretarial Auditor:- Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. R Vijayakumar, Company Secretary in Practice [FCS-6418; COP-8667] to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report forms part of this Annual report, marked as Annexure- VI. The Auditors report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

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

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance. The report on corporate governance as stipulated in the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms part of the annual report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is enclosed as part of this Annual Report.

Internal Control System and Adequacy

The details are stated in the Management Discussion Analysis.

ENERGY, TECHNOLOGYAND FOREIGNEXCHANGE

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

a. Conservation of Energy

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

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

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

b. Technology Absorption, Adaptation and Innovation Research and Development

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

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

- Better Demand forecast and planning

- Better utilization of RM by improving the fabric consumptions

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

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

- 5S initiatives

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

- Covering and Dyeing machines for the narrow elastic project

- Hook and Eye Making machines

- Latest Auto cutting technology for the lingerie division.

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

c. Foreign Exchange Earnings and Outgo

Foreign exchange earnings during the year were Rs,158 million from exports to Sri Lanka, Nepal and UAE. Outflow on account of royalty, import of raw materials, machinery, spares etc amounted to Rs, 1900 million.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DECLARATION OF INDEPENDENT DIRECTOR

The Company has received declaration from Independent Directors of the Company that they meet with the criteria of their Independence laid down in Section 149 of the Companies Act, 2013 and SEBI(LODR) Regulations 2015.

INDUSTRIAL RELATIONS

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

AWARDS AND ACCOLADES

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

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

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

Chairman of TERI, Shri Ashok Chawla presented the award.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

GENERAL

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

By Order of the Board

For and on behalf of the Board of Directors

Pradeep Jaipuria Sunder Genomal

Chairman Managing Director

(DIN: 00121685) (DIN: 00109720)

---

Mar 31, 2014

DeaR Members,

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

FINANCIAL RESULTS:

Financial results for the year under review are summarised below:

(Rupees in Million)

For the For the

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

Other Operating Income 145.06 128.48

Other Income 65.71 79.52 Profit Before Interest, Depreciation &

Prior period Adjustments. 2577.61 1850.20

(Less): Financial Charges 103.51 79.90

(Less): Depreciation 139.29 113.51

(Less): Prior Period Adjustments - -

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

- Current taxes 739.30 509.70

- Prior Year taxes 20.21 0.24

- Deferred taxes 37.46 21.52

Profit After Tax 1537.84 1125.33

Add: Opening Balance B/F 1223.10 858.93

Appropriation

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

Proposed Dividend (Rs 16 per share) 178.46 156.15

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

Transferred to General Reserve 155.00 113.00

Surplus carried to Balance Sheet 1822.97 1223.10

FINANCIAL HIGHLIGHTS & PERFORMANCE

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

DIVIDEND:

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

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

DIRECTORS

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

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

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Ramesh Genomal and Mr. Nari Genomal, Directors of the Company will be retiring by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment. The details pursuant to clause 49 of the Listing agreement relating to appointment and re- appointment of directors at the AGM are provided in the Notice to the members.

Independent Directors

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

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

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

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

Key Managerial Personnel

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

Mr. Sunder Genomal – Managing Director, Mr. Pius Thomas – Chief Financial Officer and Mr. C Murugesh – Company Secretary.

Committees of the Board of Directors:

The Company has constituted the following committees in compliance with the Companies Act 2013:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee and

4. Corporate Social Responsibility (CSR) Committee

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

1. Mr. G P Albal

2. Mr. B C Prabhakar and

3. Mr. Ramesh Genomal

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

1. Mr. Sunder Genomal

2. Mr. Pius Thomas and

3. Mr G P Albal

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

CORPORATE SOCIAL RESPONSIBILITY

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

1. Have a Heart Foundation

2. Christel House India and

3. The National Assocation for the Blind

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

BRAND BUILDING AND JOCKEY EXCLUSIVE BRAND OUTLETS (EBOs)

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

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

SPEEDO

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

EXPANSION AND NEW INVESTMENTS

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

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

PROSPECTS

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

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

zones across the nation. The Jockey brand scored a Brand Equity Index of 4.6 on a scale of ten in the Men''s Innerwear category and 2.9 in the Women''s innerwear category. To put things in perspective, worldwide only 23% of brands across all product categories score a Brand Equity Index 3.0 or over on a scale of ten and only 8% of brands score 5.0 and above. Jockey India Brand Equity Index scores were way above all other brands in both the Men''s and Women''s Innerwear categories.

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

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

ENVIROMENT, HEALTH AND SAFETY:

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

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

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

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

INDUSTRIAL RELATIONS

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

FIXED DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

Clause 49 of the Listing Agreement forms part of the annual report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance.

LISTING

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

UNCLAIMED SHARES SUSPENSE ACCOUNT

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

AUDITORS

Statutory Auditors

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

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

Cost Auditors and Cost Audit Report

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

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

PARTICULARS OF EMPLOYEES

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

- such accounting policies have been selected

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

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

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

GENERAL

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

By Order of the Board

For and on behalf of the Board of Directors

Bangalore

29th May, 2014 CHAIRMAN

---

Mar 31, 2013

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

FINANCIAL RESULTS:

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

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

Sales 8634.64 6834.09

Other Operating Income 123.30 131.45

Other Income 84.69 52.10

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

(Less): Financial Charges 79.90 66.73

(Less): Depreciation 113.51 106.22

(Less): Prior Period Adjustments - 0.01

Net Profit Before Tax 1656.79 1340.95

(Less): Provision for

- Current taxes 509.70 403.00

- Prior Year taxes 0.24 27.80

- Deferred taxes 21.52 10.28

Profit After Tax 1125.33 899.85

Add: Opening Balance B/F 858.93 535.72

Appropriation

Less: Interim Dividend 401.54 301.15

Proposed Dividend 156.15 111.54

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

Transferred to General Reserve 113.00 97.00

Surplus carried to Balance Sheet 1223.10 858.93

FINANCIAL HIGHLIGHTS & PERFORMANCE:

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

DIVIDEND:

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

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

EXPANSION OF CAPACITY:

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

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

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

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

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

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

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

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

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

STAR SME AWARD BY BUSINESS STANDARD:

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

SPEEDO BRAND:

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

JOCKEY EXCLUSIVE BRAND OUTLETS (EBOs):

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

DIRECTORS:

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

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

EXPORTS:

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

PROSPECTS:

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

Your Directors are very heartened by the fact that Jockey continues to live up to its strong brand equity as determined through an independent ''brand health'' study carried out by Nielsen Research Agency in the previous year. The research involved fourteen cities in all four zones across the nation. The Jockey brand scored a Brand Equity Index of 4.6 on a scale of ten in the Men''s Innerwear category and 2.9 in the Women''s innerwear category. To put things in perspective, worldwide only 23% of brands across all product categories score a Brand Equity Index 3.0 or over on a scale of ten and only 8% of brands score 5.0 and above. Jockey India Brand Equity Index scores were way above all other brands in both the Men''s and Women''s Innerwear categories. The research agency has rated the Jockey brand health in India among the most powerful brands in their research experience across all categories.

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

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

ENVIROMENT, HEALTH AND SAFETY:

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

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

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

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

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

INDUSTRIAL RELATIONS:

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

FIXED DEPOSITS:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE:

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

CORPORATE GOVERNANCE:

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

LISTING:

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

STATUTORY AUDITORS:

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

COST AUDITORS:

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

FOREIGN EXCHANGE EARNINGS AND OUT GO:

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

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

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

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

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

CONSERVATION OF ENERGY :

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

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

GENERAL:

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

By Order of the Board

For and on behalf of the Board of Directors

Bangalore

30th May, 2013 CHAIRMAN

---

Mar 31, 2012

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

FINANCIAL RESULTS:

Financial results for the year under review are summarised below:

(Rupees in Million)

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

Sales 6834.09 4915.62

Other Income 183.56 120.95

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

(Less): Financial Charges 66.73 47.75

(Less): Depreciation 106.22 98.30

(Less): Prior period Adjustments 0.01 (3.51)

Net Profit Before Tax 1340.95 877.61

(Less): Provision for

- Current taxes 403.00 286.31

- Prior Year taxes 27.80 18.17

- Deferred taxes 10.28 5.81

- Wealth Tax 0.25 0.23

Profit After Tax 899.85 585.49

Appropriation

Less: Interim Dividend 301.15 245.39

Proposed Dividend 111.54 44.62

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

Transferred to General Reserve 97.00 60.00

Surplus carried to Balance Sheet 858.93 535.72

FINANCIAL HIGHLIGHTS & PERFORMANCE

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

DIVIDEND:

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

EXPANSION OF CAPACITY:

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

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

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

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

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

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

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

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

NEW TERRITORY:

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

BRAND BUILDING AND EXCLUSIVE BRAND OUTLETS (EBOs)

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

DIRECTORS

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

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

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

EXPORTS

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

PROSPECTS

In the year under review, your company commissioned 'Nielsen' research agency to conduct an independent 'brand health' study for the Jockey brand in India. The research involved fourteen cities in all four zones across the nation. Your Directors are happy to inform you that the results of the study were very heartening and showed that Jockey scored a Brand Equity Index of 4.6 on a scale of ten in the Men's Innerwear category and 2.9 in the Women's innerwear category. To put things in perspective, worldwide only 23% of brands across all product categories score a Brand Equity Index 3.0 or over on a scale of ten and only 8% of brands score 5.0 and above. Jockey India Brand Equity Index scores were way above all other brands in both the Men's and Women's Innerwear categories. The research agency has rated the Jockey brand health in India among the most powerful brands in their research experience across all categories.

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

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

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

AGREEMENT WITH SPEEDO INTERNATIONAL LIMITED:

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

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

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

HEALTH, SAFETY AND ENVIRONMENT

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

INDUSTRIAL RELATIONS

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

FIXED DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

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

CORPORATE GOVERNANCE

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

LISTING

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

AUDITORS

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

FOREIGN EXCHANGE EARNINGS AND OUT GO

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

Foreign Exchange Earned Rs.10.47 Million

Foreign Exchange Outgo Rs. 503.42 Million

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

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

Name Sunder Genomal Vedji Ticku

Designation Managing Director Chief Operating Officer

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

Other terms and conditions NA NA

Nature of employment Liable to retire by Permanent rotation

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

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

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

Age 57 years 45 years

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

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

No of shares 22,12,500 shares NA

% of paid up share capital 19.836% NA

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

CONSERVATION OF ENERGY :

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

The Company continually takes steps to absorb and adopt the latest technologies and innovations

in the Garment Industry. These initiatives should enable the facilities to become more efficient and productive as the company expands, thus helping conserve energy.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

GENERAL

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

By Order of the Board

For and on behalf of the Board of Directors

Bangalore

30th May, 2012 CHAIRMAN

---

Mar 31, 2011

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

FINANCIAL RESULTS:

Financial results for the year under review are summarised below:

(Rupees in Million)

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

March 2011 March 2010

Sales 4915.62 3,393.80

Other Income 120.95 63.98

Proft before Interest, 1024.87 705.58

Depreciation & Prior period Adj.

(Less): Financial Charges 52.25 29.74

(Less): Depreciation 98.30 89.87

(Less): Prior period (3.51) 0.80

Adjustments

Net Proft Before Tax 877.83 585.17

(Less): Provision for

- Current Taxes 268.14 186.00

- Prior Year Taxes 18.17 -

- Deferred Taxes 5.81 2.96

- Wealth Tax 0.23 0.11

Proft After Tax 585.49 396.10

Appropriation

Less: Interim Dividend 245.39 234.23

Proposed Dividend 44.62 -

Corporate Dividend 47.99 39.81

Tax (Including tax on proposed dividend)

Transferred to General 60.00 40.00

Reserve

Surplus carried to 535.72 348.23

Balance Sheet

FINANCIAL HIGHLIGHTS & PERFORMANCE:

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

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

DIVIDEND:

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

EXPANSION OF CAPACITY:

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

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

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

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

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

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

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

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

AGREEMENT WITH JOCKEY INTERNATIONAL, INC, USA

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

BRAND BUILDING AND EXCLUSIVE BRAND OUTLETS (EBOs)

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

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

TRAINING CENTRES:

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

HEALTH, SAFETY AND ENVIRONMENT

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

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

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

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

- All maintenance department employees are given TT injections periodically.

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

DIRECTORS:

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

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

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

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

EXPORTS:

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

PROSPECTS:

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

INDUSTRIAL RELATIONS:

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

FIXED DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE:

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

CORPORATE GOVERNANCE

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

LISTING:

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

AUDITORS:

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

FOREIGN EXCHANGE EARNINGS AND OUT GO:

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

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

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

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

Name Sunder Genomal

Designation Managing Director

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

Other terms and NA conditions

Nature of Employment Liable to retire by rotation

Nature of Duties Overall control on the affairs of the company

Qualifcation M. Tech (Industrial Engineering)

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

Age 57 years

Last Employment P.T.Velveteens, Indonesia

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

No. of shares 2245293 shares

% of paid up share 20.130% capital

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

CONSERVATION OF ENERGY:

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

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

AUDITORS REPORT:

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

GENERAL:

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

By Order of the Board

For and on behalf of the Board of Directors

Bangalore

27th May, 2011 CHAIRMAN

---

Mar 31, 2010

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

FINANCIAL RESULTS:

Financial results for the year under review are summarized below:

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

FINANCIAL HIGHLIGHTS & PERFORMANCE:

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

DIVIDEND:

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

UTILIZATION OF IPO FUNDS:

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

EXPANSION OF CAPACITY:

Begur Road Complex:

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

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

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

Elastic unit:

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

Socks Unit:

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

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

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

BRAND BUILDING AND EXCLUSIVE BRAND OUTLETS (EBOs):

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

Just Jockeying

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

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

HEALTH SAFETY AND ENVIRONMENT:

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

DIRECTORS:

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

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

EXPORTS:

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

PROSPECTS:

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

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

INDUSTRIAL RELATIONS:

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

FIXED DEPOSITS:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE:

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

CORPORATE GOVERNANCE:

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

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

LISTING:

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

AUDITORS:

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

FOREIGN EXCHANGE EARNINGS AND OUT GO:

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

Foreign Exchange Earned Rs.1.81 Million

Foreign Exchange Outgo Rs. 329.09 Million

CONSERVATION OF ENERGY:

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

AUDITORS REPORT:

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

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

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

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

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

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

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

GENERAL:

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

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