Sl. No. Contents Page No. 1. Performance Highlights 7 2. Notice to Shareholders 11 3. Directors’ Report 19 4. Report on Corporate Social Responsibility 26 5. Management Discussion and Analysis 29 6. Corporate Governance Report 34 7. Auditors’ Report 42 8. Balance Sheet 46 9. Profit and Loss Account 47 10. Cash Flow Statement 48 11. Notes to Financial Statement 49 1 PAGE INDUSTRIES LIMITED 2 3 PAGE INDUSTRIES LIMITED 4 5 PAGE INDUSTRIES LIMITED 6 PERFORMANCE HIGHLIGHTS 7 PAGE INDUSTRIES LIMITED 8 9 PAGE INDUSTRIES LIMITED PAGE INDUSTRIES LIMITED Registered & Corporate Office Abbaiah Reddy Industrial Area, Jockey Campus, No. 6/2 & 6/4, Hongasandra, Begur Hobli, Bangalore-560068 Tel : 080-40476868 / 25732952 Fax : 080-25732226 / 25732215 www.jockeyindia.com Board of Directors Registrar & Share Transfer Agent Mr. Pradeep Jaipuria, Chairman Sharepro Services (India) Private Limited, Mr. Sunder Genomal, Managing Director 13AB Samhita Warehousing Complex, Mr. Pius Thomas, Executive Director - Finance 2nd Floor, Sakinaka Telephone Exchange Lane, Mr. Nari Genomal, Director Off Andheri - Kurla Road, Mr. Ramesh Genomal, Director Sakinaka, Mumbai - 400 072. Mr. Timothy Ralph Wheeler, Director Mr. G P Albal, Director Auditors Mr. B C Prabhakar, Director M/s Haribhakti & Co., Mr. V Sivadas, Alternate Director Chartered Accountants Mr. P V Menon, Alternate Director 42, Free Press House, Management Team Free Press Journal Marg, Mr. Vedji Ticku, Chief Operating Officer 215, Nariman Point, Mr. M C Cariappa, Sr.GM - Sales & Marketing Mumbai - 400 021. Mr. Shamir Genomal, GM - Operations Bankers Mr. Ankur Sharma - Business Head - Speedo 1. Canara Bank Company Secretary 2. Citi Bank, N.A. Ms. Gargi Das 3. HDFC Bank Limited 10 NOTICE TO SHAREHOLDERS NOTICE is hereby given that the 18th Annual other applicable provisions, if any, of the General Meeting of Members of Page Industries Companies Act, 1956 read with Schedule XIII Limited will be held on Thursday, 8th August, 2013 to the said Act, approval of the Company be and at 11:30 AM at Novotel Hotels, ibis & Novotel is hereby accorded to the appointment of Mr. Bangalore Techpark, Opposite RMZ Ecospace Pius Thomas as Whole-time Director, Business Park, Marathalli - Sarjapur Outer Ring designated as Executive Director-Finance of the Road, Bangalore - 560 103 to transact the following Company for a period of five years commencing business: from 13th September 2012, on the following Ordinary Business: terms and conditions: 1. To consider the Profit and Loss Account for the Salary & Rs. 456,675/- per month. This financial year ended 31st March, 2013, the Allowances amount may progressively go up Balance Sheet as at that date, the Reports of by such amounts as may be the Board of Directors and the Auditors thereon. approved by the Board of Directors, based on the periodic 2. To declare a dividend on equity shares. performance review / Industry 3. To appoint a Director in the place of Mr. Ramesh trends, subject however, that in Genomal, who retires by rotation and being no case the salary shall exceed eligible, offers himself for reappointment. Rs.1,000,000/- per month. 4. To appoint a Director in the place of Mr. Nari Performance As per the rules of the Genomal, who retires by rotation and being Incentive Company, subject however eligible, offers himself for reappointment. that in no case the 5. To consider and, if thought fit, to pass, with or performance incentive shall without modification, the following resolution exceed Rs. 2,400,000/- per as an Ordinary Resolution: annum. RESOLVED that the retiring Auditors M/s. Perquisites • Free use of Company car for Haribhakti & Co., (Registration No.103523W), the purpose of Company Chartered Accountants, being eligible for business which shall not be reappointment, be and are hereby appointed as considered as perquisite / the Auditors of the Company to hold such office benefit. But the use of car from the conclusion of this Annual General for private purpose shall be Meeting until the conclusion of the next Annual billed to Mr Pius Thomas. General Meeting at a remuneration to be • Medical Facilities / Medical mutually agreed between the Board of Directors Reimbursements as per the and the Auditors. rules of the Company. Special Business: • Leave Travel & Bonus – as 6. To consider and if thought fit, to pass with or per the rules of the without modification(s), the following resolution Company. as an Ordinary Resolution: • Leave accrual and RESOLVED that Mr. B. C. Prabhakar be and is encashment – as per the hereby appointed as Director of the Company. rules of the Company. 7. To consider and if thought fit, to pass with or • Company’s contribution to without modification(s), the following resolution PF. as an Ordinary Resolution: • Gratuity as per the Rules of RESOLVED that Mr. Pius Thomas be and is the Company. hereby appointed as Director of the Company. Duties and • Mr. Pius Thomas will 8. To consider and if thought fit, to pass with or Conditions perform the duties and without modification(s), the following resolution exercise the powers which as an Ordinary Resolution: from time to time may be assigned to or vested in him RESOLVED that subject to the provision of sections 198,269,309,310,311,349 and 350, and by the Board. 11 PAGE INDUSTRIES LIMITED RESOLVED further that the Board of Directors • Mr. Pius Thomas shall not of the Company be and is hereby authorized to be entitled to any sitting fees for attending any do all such acts, deeds and things as may be meeting of the Board or expedient and desirable for the purpose of giving Committee thereof. effect to the resolution including all modifications, wherever necessary, to the • Mr. Pius Thomas shall be terms and remuneration relating to the entitled to be reimbursed for appointment. all expenses incurred by him for the purpose of 10. To consider and if thought fit, to pass with or business of the Company. without modification(s), the following resolution as a Special Resolution: RESOLVED further that in the event of loss or inadequacy of profit in any financial year, RESOLVED that pursuant to the approval of the during the aforesaid period, the above terms of Selection Committee and the Board of Directors remuneration and perquisites will be of the Company, provisions of Section 314 read admissible as the minimum remuneration with Director’s Relatives (Office or Place of payable to Mr. Pius Thomas subject to Profit) Rules, as amended from time to time compliance with the provisions of Schedule XIII and all other applicable provisions, if any, of to the Companies Act, 1956. the Companies Act, 1956 and subject to the approval of the Central Government, consent 9. To consider and if thought fit, to pass with or of the Company be and is hereby accorded to without modification(s), the following resolution the reappointment of Mr. Shamir Genomal, son as a Special Resolution: of Mr. Sunder Genomal, Managing Director of RESOLVED that pursuant to the approval of the the Company, to hold and continue to hold an Selection Committee and the Board of Directors Office or Place of Profit as General Manager – of the Company, provisions of Section 314 and Operations (or any other designation and roles other applicable provisions, if any, of the which the Board / Committee of the Board may Companies Act, 1956 read with Director’s decide from time to time) on such Relatives (Office or Place of Profit) Rules as remuneration, increments and positions and amended from time to time (including any other terms and conditions as set out in the statutory modification(s) or enactment thereof Explanatory Statement. for the time being in force) and subject to the RESOLVED further that the reappointment required approvals, if any, consent of the shall be upto retirement age as per the policy Company be and is hereby accorded to increase of the Company with effect from 01st October, the remuneration of Mr. Shamir Genomal, son 2014 or such other period as approved by the of Mr. Sunder Genomal, Managing Director of Central Government with remuneration being the Company, who holds an Office or Place of paid for such reappointment effective from 01st Profit as GM-Operations (or such other October, 2014 on terms and conditions as per designations and roles which the Board / Explanatory Statement attached hereto. Committee of the Board may decide from time to time) from Rs.2,400,000/- (Rupees Twenty RESOLVED further that the Board be and is Four Lakhs only) per annum to Rs.3,000,000/- hereby authorized to do all such acts, deeds and (Rupees Thirty Lakhs only) per annum and things and execute all such documents, such revised remuneration is effective for a instruments and writings as may be required period from 01st September, 2013 to 30th and to delegate all or any of its powers herein September, 2014 (both days inclusive) and all conferred to any Committee of Directors or any other terms and conditions of his appointment Director or Officer to give effect to the aforesaid as per the resolution passed by the resolution. Shareholders at their Annual General Meeting 11. To consider and if thought fit, to pass with or held on 31st July, 2009 and subsequent approval without modification(s), the following resolution granted by the Central Government vide Letter as a Special Resolution: No. SRN-No.A69888303-CL.VII dated 16th June, 2010 remain unchanged. RESOLVED that subject to necessary approvals, 12 if any of the Reserve Bank of India (RBI) and Managing Directors / Whole-time Directors) in other statutory / regulatory authorities whose such amounts, subject to such ceiling and in approval may be required as per the applicable such manner and in such respects as may be provisions of the Foreign Exchange decided by the Board of Directors and such Management Act, 1999 (FEMA), the Foreign payments shall be made for the financial year Exchange Management (Transfer or Issue of 2013-14.