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13th Annual Report 2007-08

Performance at a Glance
Growth of Income
Value (Rs. in Million)

2300

2092.10

2100
1900
1700

1509.98

1500
1300
1100
900
700
500

1037.81
778.53

FY 05

FY 06
FY 07
Financial Years

FY 08

Income

Growth of EBIDT

Value (Rs. in Million)

450

414.01

400
350
300

298.01

250
200

197.52

150
100
50

80.81
FY 05

FY 06

FY 07

FY 08

Financial Years
EBIDT

Growth of PBT

Value (Rs. in Million)

400
350

344.06

300

259.02

250
200

173.37

150
100
50

60.61
FY 05

FY 06

FY 07

FY 08

Financial Years
PBT

Growth of PAT

Value (Rs. in Million)

280
238.17

230
180

170.27

130

113.91

80
30

42.35
FY 05

FY 06

FY 07

Financial Years
PAT

FY 08

Registered & Corporate Office

Abbaiah Reddy Industrial Area, Jockey Campus, No.6/2 & 6/4


Hongasandra, Begur Hobli, Bangalore 560 068
Tel : 080-40476868 / 25732952 Fax : 080-25732226 / 25732215
www.jockeyindia.com

Board of Directors

Registrar & Share Transfer Agent

Mr
Mr
Mr
Mr
Mr
Mr
Mr
Mr

Sharepro Services (India) (P) Ltd


Satam Estate, 3rd Floor
Above Bank of Baroda Building
Chakala, Andheri East
Mumbai 400 099

Ravi Uppal, Chairman


Sunder Genomal, Managing Director
Nari Genomal, Director
Ramesh Genomal, Director
Timothy Ralph Wheeler, Director
G P Albal, Director
V Sivadas, Alternate Director
P V Menon, Alternate Director

Management Team
Mr Pius Thomas, GM Finance & Purchase
Mr Vedji Ticku, GM Sales
Company Secretary
Mr R Vijayakumar

Auditors
M/s Haribhakti & Co.,
Chartered Accountants
42, Free Press House
Free Press Journal Marg
215, Nariman Point
Mumbai 400 021
Bankers
Canara Bank
Industrial Finance Branch
Richmond Road
Bangalore 560 025

Contents

Page No.

Notice to Shareholders

Directors Report

Management Discussion and Analysis

13

Corporate Governance Report

15

Auditors Report

23

Accounts

27

Balance Sheet

28

Profit and Loss Account

29

Cash Flow Statement

30

Schedules

32

Notes to the Balance Sheet and Profit and Loss Account

41

Balance Sheet Abstract and Companys General Business Profile

52

NOTICE TO SHAREHOLDERS
to the limit prescribed in the Companies
Act, 1956, to be paid to and distributed
amongst the Directors of the company or
some or any of them (other than Managing
Directors / Whole-time Directors) in such
amounts, subject to such ceiling and in
such manner and in such respects as
may be decided by the Board of Directors
and such payments shall be made for the
financial year 2008-09.

NOTICE is hereby given that the 13th Annual


General Meeting of Members of Page Industries
Limited will be held on Saturday, 26th July,
2008 at 11:30 am at The Chancery, Lavelle
Hall, 10/6, Lavelle Road, Bangalore - 560 001,
to transact the following business:
Ordinary Business:
1. To consider the Profit and Loss Account
for the financial year ended 31st March,
2008, the Balance Sheet as at that date,
the Report of the Board of Directors and
the Report of the Auditors.

By Order of the Board


Bangalore
2nd June, 2008

2. To confirm the payments of Interim


Dividend for the year 2007-08.

Notes

3. To appoint a Director in the place of Mr Nari


Genomal, who retires by rotation and being
eligible, offers himself for re-appointment.

1. A MEMBER WHO IS ENTITLED TO


ATTEND AND VOTE AT THE ABOVE
MEETING IS ENTITLED TO APPOINT A
PROXY AND VOTE INSTEAD OF HIMSELF
AND SUCH PROXY NEED NOT BE A
MEMBER OF THE COMPANY.

4. To appoint a Director in the place of Mr


Timothy Ralph Wheeler, who retires by
rotation and being eligible, offers himself
for re-appointment.

2. THE INSTRUMENT APPOINTING THE


PROXY SHOULD BE LODGED WITH
THE COMPANY NOT LESS THAN FORTY
EIGHT HOURS BEFORE THE SCHEDULED
COMMENCEMENT OF THE MEETING.

5. To appoint Auditors to hold office upto


the conclusion of the next Annual General
Meeting and to fix their remuneration.
Special Business:

3. The relevant Explanatory Statement


pursuant to Section 173(2) of the Companies
Act, 1956 relating to Special Business to
be transacted at the Meeting is annexed
hereto.

6. To consider and if thought fit, to pass with


or without modification(s), the following
resolution as a Special Resolution:

R Vijayakumar
Company Secretary

RESOLVED that pursuant to provisions


of Section 309(4)(b) and other applicable
provisions, if any, of the Companies Act,
1956, approval of the Company be and is
hereby accorded for the payment of a sum
not exceeding Rs.9,00,000 (Rupees Nine
Lakhs only), (excluding sitting fees) subject

4. The Register of Members and Share Transfer


Books of the Company will remain closed
from Wednesday, the 16th July, 2008 to
Saturday, the 26th July, 2008 (both days
inclusive).
4

5. As of 31st March, 2008, we have unclaimed

In view of the increased activities of the

amounts of Rs.69,975, Rs.40,572 and

Company and the responsibilities of Non-

Rs.24,369 in our IPO Refund Account,

Whole-time Directors / Independent Directors

under the revised Clause 49 of the Listing

st

Interim Dividend Account 2007-08

and 2

nd

Interim Dividend Account

2007-08 respectively.

Agreement with the Stock Exchanges as

The investors /

well as under the Companies Act, 1956, it is

shareholders, who have not claimed their

proposed to pay remuneration as mentioned

refund / dividend, are requested to write

in the resolution and such remuneration

to our Registrar and Share Transfer Agents

shall be distributed amongst the Directors

M/s Sharepro Services (India) Private

(including Alternate Directors, but excluding

Limited, Mumbai to claim the amount.

Managing / Whole-time Directors) as may be


determined by the Board in the quantum, the

Pursuant to Section 205C of the Companies

proportion and the manner as the Board may

Act, 1956, if the refund / dividend amount

decide from time to time, such that the amount

is not claimed within 7 years from the

of remuneration to each Director may vary

date they become due for payment; such

depending on the responsibilities as Member

unclaimed amounts will be transferred to

/ Chairman of the Board, Member / Chairman

Investor Education and Protection Fund.

of any Committee(s) of the Board and /or all

Once the unclaimed amount is transferred,

other relevant factors.

no further claim can be made.

The said remuneration shall be payable for the

6. The relevant details of persons seeking

year 2008-09 after the annual accounts are

reappointment as Directors under Item

approved by the Board of Directors and adopted

Nos. 3 & 4 above, as required by Clause 49

by the shareholders. The above payment to

of the Listing Agreement entered into with

Non-executive Directors will be in addition to

the Stock Exchanges are annexed to this

the sitting fees payable to them for attending

notice:

Board / Committee meetings.

Explanatory Statement as required under

The Board recommends the special resolution

Section 173(2) of the Companies Act, 1956

for approval. The Non-Executive Directors of

Item No.6 of the Notice:

the Company may be deemed to be concerned

Section 309(4)(b) of the Companies Act, 1956

of the remuneration that may be received by

or interested in the resolution to the extent

authorizes the payment of remuneration to a

them.

Director, who is neither a Whole-time Director

By Order of the Board

nor a Managing Director of a Company, if


the Company authorizes such payment by a

Bangalore
2nd June, 2008

Special Resolution.
5

R Vijayakumar
Company Secretary

Details of Directors seeking reappointment at the Annual General Meeting (Pursuant to


Clause 49 (IV)(G)(i) of the Listing Agreement)

Name of the Director

Nari Genomal

Timothy Ralph Wheeler

Date of Appointment

10.11.2004

29.09.2006

Expertise in Specific Function He has over 40 years experience He has 3 decades of experience
Area
in various facets of the textile in textiles and apparels
industry.
Qualification

Post Graduate in Commerce CPA (USA)


from the Letron College, Manila,
Philippines

Directorship held in other In Indian Companies


companies
Genco Holdings (P) Ltd
In Foreign Companies

In Indian Companies
Nil
In Foreign Companies

a) GTVL Mfg. Industries


Nil
Inc., Philippines
b) Sprint International Inc.,
Philippines
c) Trigen Resources Inc.,
Philippines
d) Fortis Ventures Ltd.,
Mauritius
Chairman / Member of the Board Member of Audit Committee Nil
of Directors of the Company as on and Shareholders / Investors
31st March 2008
Grievance Committee
Chairman / Member of the Nil
Committees of other Companies
in which he is a Director as on
31st March, 2008

Nil

N u m b e r o f S h a r e s h e l d 2689758 Shares
i n t h e C o m p a n y a s o n (Representing 24.115%)
31st March, 2008

Nil

DIRECTORS REPORT

DIRECTORS REPORT

DIVIDEND:

Your Directors have pleasure in presenting the


13th Annual Report of the Company together
with audited accounts of the Company for the
year ended 31st March, 2008.

During the year 2007-08, your Directors


declared two Interim Dividends on 20th August,
2007 (60%) and 30th January, 2008 (40%)
aggregating a total dividend of 100% amounting
to Rs.1,11,538,740. The said Interim Dividends
are considered as Final Dividend.

FINANCIAL RESULTS:
Financial results for the year under review are
summarized below:
(Rupees in Million)
Particulars
Sales
Other Income

44.84

27.28

414.18

298.85

(Less): Financial Charges

(33.82)

(23.64)

(Less): Depreciation

(36.14)

(15.34)

(0.16)

(0.85)

344.06

259.02

(106.53)

(82.02)

(0.66)

(0.86)

Net Profit Before Tax

Pursuant to the final prospectus dated 1st March,

For the year For the year


ended 31st
ended 31st
March 2008 March 2007
1923.48
1359.39

Profit before Interest, Depreciation & Prior period Adj.

(Less): Prior period


Adjustments

UTILIZATION OF IPO FUNDS:


2007, the Company made an Initial Public Offer
during 2006-07 with the objects of Brand
Building, Expansion, Modernization, Setting
up of manufacturing facility at Bommasandra,
Bangalore, Purchasing Corporate Office,
Implementation of ERP Software and General
Corporate Purposes. The details of utilization
of funds as of 31st March, 2008 for the said
objects are furnished below:

(Less): Provision for


- Current Taxes
- Prior Year Taxes
- Deferred Taxes
Profit After Tax
Appropriation
Less: Dividend
Less: Tax on Dividend
Less: Transferred to
General Reserve
Less: Surplus carried to
Balance Sheet

(Rs. in Million)
Details of funds utilized

As of
31st March 08

1.30

(5.87)

238.17

170.27

111.54
18.96
28.00

48.71
6.83
18.00

New Manufacturing Facility at Bommasandra


Expansion of Elastic Facility

7.13

79.67

96.73

Expansion of Socks Facility

8.13

Implementation of ERP Software (SAP)

5.35

FINANCIAL HIGHLIGHTS & PERFORMANCE:

Brand Building

49.33

Expansion at existing location

46.58

Issue Expenses

Your Directors wish to inform you that during


the financial year ended March 31, 2008,
the sales of the Company increased from
Rs.1359.39 million to Rs.1923.48 million
registering a growth of 42%. The year under
review net profit before tax has increased to
Rs.344.06 million from Rs. 259.02 million
of last year, which is 33% of increase. The
net profit stood at Rs.238.17 million as
against Rs.170.27 million of the previous year
representing a growth of 40%.

106.84

82.31

Invested in FMPs/Bank FDs/ Bank


Accounts till deployment of funds

202.78

Total

508.45

EXPANSION OF CAPACITY:
In addition to our existing operation, during
the year 2007-08, we have entered into
a separate lease with one of our existing
Lessors for leasing of 80,000 sq. ft (approx.)
8

During the year under review, we had applied


to the State Level Single Window Clearance
Committee for its approval towards allotment
of land in Gowribidanur Industrial Area,
Chikkaballapur District. On perusal of our
project, the Committee has approved the
project on 8th February, 2008 and sanctioned
for allotment of land measuring 4 acres in
Gowribdanur Industrial Area. On basis of the
approval given by the Committee, it is expected
that we will be allotted 4 acres of land by
Karnataka Industrial Areas Development Board
(KIADB) during the financial year 2008-09.

consisting of ground + three floors. Out of the


total area, the Ground Floor measuring 20,000
sq. ft (approx) is expected to be ready and
operative by end of July, 2008. The remaining
three floors measuring 60,000 sq.ft. (approx)
are expected to be ready and operative during
the current financial year 2008-09 at regular
intervals. On full operation of the entire leased
premises, we expect an additional production
of around 10 million pcs per annum.
Besides the above proposal, we have
commenced I Phase of commercial production
at Bommasandra on 15 th April, 2008. On
utilizing the entire capacity, we expect that our
production would be increased by another 10
million pcs of garments.

BRAND BUILDING & EXCLUSIVE BRAND


OUTLETS (EBOs):
Brand Building is a continuous process aimed
at strengthening the Brand with the object
of elevating the brand to the next level of
dominance amongst the customers and retail.
The Indian Domestic Apparel Market is moving
from unorganized sector to the organized sector
due to emergence of new malls and Retail
stores coupled with the buying power of the
consumers.

With the above plans along with expansion


capacity undertaken at our existing operation
at Begur Road, Bangalore, we have build-up
a manufacturing capacity of 50 million pcs of
garments, which would enable us to meet our
market requirements for the year 2008-09.
At the end of 2006-07, we had six needle looms
for our Garter Production. During the year
under review, we have added additional six
looms, which has increased our production
capacity to 3,780,000 mtrs per annum. With
this enhanced capacity, we would be able to
meet our requirements of Woven Elastic. In
order to augment more capacity, we have
ordered another eight needle looms, which are
expected to be delivered during the financial
year 2008-09.

During the year 2007-08, we have incurred


Rs.49.33 million towards Brand Building
out of IPO funds and have aggressive plans
for the coming years to strengthen the
Brand. On successful implementation of
these brand-building strategies, it will ensure
insurmountable lead to the brand for present
and future competition in our category.
During the year 2007-08, we have, through our
authorized franchises, opened 12 Exclusive
Brand Outlets for our products and with these
outlets, the total EBOs come to 32, which are
well spread in all major cities.

In addition to six machines in operation for


Socks productions at the end of 2006-07,
we have added another six machines, which
increases our capacity to 84,000 pairs per
annum. In line with the market, we would
be adding required machines for the Socks
productions at regular intervals.

SAFETY, HEALTH AND ENVIRONMENT:


Your Directors are committed to provide an
optimum safety to the employees, public, plant
9

of our major business viz., Mens Wear,


Womens Wear and Leisure Wear are expected
to continue.

and equipment, which are embedded in the


organizational value, by reviewing our safety
aspects on regular intervals and by adhering
strict compliance of law relating to Safety,
Health and Environment. During the year
under review, as per risk minimization policy,
we have carried out two safety inspection
audits by Independent Agencies on halfyearly basis and the Agencies expressed their
satisfaction over our safety aspects. The
Company has a separate department to carry
out the functions relating to Insurance, Safety
and environments.

INDUSTRIAL RELATIONS:
Industrial relations are cordial at all levels
and your Directors sincerely acknowledge the
exemplary dedication of all its employees.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT & CORPORATE GOVERNANCE:
As required in the Listing Agreement,
Management Discussion and Analysis Report
and a separate report on Corporate Governance
are enclosed as part of this Annual Report.
A certificate from the Practising Company
Secretary regarding compliance of conditions
of Corporate Governance is also annexed to the
report on Corporate Governance.

DIRECTORS:
In Compliance of revised Clause 49, the
Board of Directors at their Meeting held on
2nd June, 2008 has appointed Mr. Ravi Uppal,
Independent Director as Chairman in the place
of Mr. Nari Genomal.

LISTING:

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.

Your Companys shares are listed in 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 reappointment.

EXPORTS:
The companys exports during the year under
review were Rs.10.65 million compared to
Rs.10.44 million in the previous year.

INFORMATION PURSUANT TO SECTION 217 OF


THE COMPANIES ACT, 1956:

PROSPECTS:
Your Directors are confident of continuing
the growth rate in the coming years and
the prospects of our company are extremely
promising, considering the emerging of malls &
retail chain shops, growth of organized sector,
quality of our products, brand image and
marketing strategies. The growth momentum

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 is given below:
10

Foreign Exchange Earned Rs. 3.18 million


Foreign Exchange Outgo Rs. 138.31 million

Name

Sunder Genomal

Designation

Managing Director

Remuneration received
during 2007-08

Rs. 8,965,319

DIRECTORS RESPONSIBILITY STATEMENT:

Nature of Employment

Liable to retire by rotation

In compliance of Section 217(2AA) of the


Companies Act, 1956, the Directors of your
Company confirm that:

Other Terms & Conditions NA


Nature of Duties

Overall control on the affairs


of the Company

Qualification

M.Tech (Industrial Engineering)

Experience

Having around three decades


of experience in various facets
of the textile industry

- 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 judgements 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, 2008
and of the profit of the Company for the
year ended on that date;

No. of Shares & % of the 2,689,638 shares & 24.114%


paid-up Share Capital

No other persons during the year 2007-08 were


drawing remuneration in excess of the limit
prescribed in the Companies (Particulars of
Employees) Rules, 1975.

- 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;

CONSERVATION OF ENERGY:
All the Machinery and equipments are being
continuously serviced and overhauled in order
to maintain them in good condition and 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 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.

TECHNOLOGY ABSORPTION:
The Company is taking steps to absorb and
adopt the latest technology and innovation in
the field of Garment Industry. On completion,
the same may enable the Company to produce
more garment pieces and improve profits.

By Order of the Board


For and on behalf of the Board of Directors

FOREIGN EXCHANGE EARNINGS AND OUT GO:


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

Bangalore
2nd June, 2008
11

Ravi Uppal
Chairman

ANNEXURE - A
Statement appended to the Directors Report pursuant to Rule 2(A) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the
Directors Report for the year ended March 31, 2008.
FORM A
(Form for Disclosure of Particulars with respect to Conservation of Energy)
31.03.2008
A. POWER AND FUEL CONSUMPTION

31.03.2007

1. Electricity
a. Purchased :
Units 2,071,727
1,686,471
Total Amount
Rs. 10,631,615
8,480,337
Rate / Unit
Rs.
5.13
5.03
b. Own Generation :
i) Through Diesel Generator
121,402
89,466
Units per ltr. of Diesel Oil
2.77
1.60
Cost / Unit
Rs.
11.17
18.70
ii) Through steam turbine / Generator
- Nil
2. Coal (Specify quality and where used) Nil Nil
3. Furnace Oil Nil Nil
4. Other / Internal generation Nil Nil
(Please give details)
B. CONSUMPTION PER UNIT OF PRODUCTION
Product name Garments
Garments

( in Nos)
Knitted Garments 33,562,448
26,707,189
Consumption per No.
Electricity (Rs.)
0.36
0.38
Furnace Oil Nil Nil
Coal Nil Nil
C. Others (Specify) Nil Nil

12

MANA G EMENT D I S C U S S I ON AN D
ANALYSIS

expanding the product portfolio of Jockey


besides rolling out emotion based lifestyle
brand positioning.

Industry Structure and Developments:

Outlook:

Indian Apparel Market is valued over Rs.880


billion, out of which Intimate wear market
is estimated to be 10% of Indian Apparel
Market. Of the intimate wear market, around
68% relating to innerwear market of men and
women in the ratio of 4:6. The major portion
of innerwear market is unorganized, which
presents a huge opportunity for the organized
players as there will be logical shift towards
branded products by the consumers.

As the Company has increased its capacity by


way of occupying additional floors, construction
of new industrial facility and purchase of
machines for expansion / modernization,
the Company is expected to meet the market
requirements.
Segment wise Performance:
The Company is engaged in the business of
manufacturing garments. Therefore there is
no separate reportable segment.

As per Economic Survey 2007-08, Indian


Economy for the year is expected to register a
growth of more than 8%. Since 2003-04, our
Country maintains a growth in excess of 8%.
Even if any slight slow down, due to global
factors, our economy is expected to maintain its
growth rate of around 8%, which would enable
us to continue our growth momentum.

Risks and Concern:


The area of risk and concern are:
1. Availability of skilled manpower is a real
concern in the Industry
2. Increase in input and labour costs are tough
to be controlled

Government of India has extended the


Technology Up-gradation Fund (TUF) for the
11 th five year plan and has increased the
fund allocation for the year 2008-09 to Rs.
1090 crores from Rs. 911 crores in 2007-08.
Government of India is also setting up various
apparel parks, integrated textile parks and
special economic zones in partnership with
private sector.

Internal Control System and Adequacy:


The Company has an adequate internal control
system commensurate with its size and nature
of its business. Management has overall
responsibility for the Companys internal control
system to safeguard the assets and to ensure
reliability of financial records. The Company
has a detailed budgetary control system and
the actual performance is reviewed periodically
and decisions are taken accordingly.

Opportunities and Threats:


Opportunities: Considering the factors of growth
in income level, performance for recognizable
brands and rapid growth of organized retail are
reasons for the players like Jockey to tap the
huge opportunity available in this Industry.

Internal audit programme covers all areas of


activities and periodical reports are submitted
to the Management. Audit Committee reviews
all financial statements and ensures adequacy
of internal control systems. The Company has
a well-defined organization structure, authority
levels and internal rules and guidelines for
conducting business transactions.

Threats: Government of India has opened-up


doors for foreign players and the new entrants
are expected to be lifestyle brands. They have
holistic positioning in the consumers mind
and this threat is nullified substantially by
13

Financial Performance and Analysis:


(Rs. in Millions)
Particulars

2007-08

Turnover

2006-07

Change

Percentage

1923.48

1359.39

564.09

42%

44.84

27.28

17.56

64%

414.18

298.85

115.33

39%

33.82

23.64

10.18

43%

380.36

275.21

105.15

38%

36.14

15.34

20.80

136%

0.16

0.85

-0.69

-81%

Profit before Tax

344.06

259.02

85.04

33%

Less: Tax

105.89

88.75

17.14

19%

Profit after Tax

238.17

170.27

67.90

40%

Other Income
Profit before Interest, Depreciation & Prior Period Adjustment
Less: Interest
Profit before Depreciation & Prior Period Adjustment
Less: Depreciation
Less: Prior Period Adjustment

Human Resources:
The Companys HR objectives aims to a high
performing organization, where each individual
is motivated to perform to fullest capacity,
contribute by developing and achieving individual
excellence and departmental objectives and
continuously improve performance to realize
the full potential. As of 31st March, 2008, the
Company had 4215 employees on its roll.

within the meaning of applicable securities


laws and regulations. Actual results could
differ materially from those expressed or
implied. The factors that might influence
the operations of the Company are economic
conditions, government regulations, WTO and
natural calamities over which the Company
has no control.

Caution:

The Company assumes no responsibility in


respect of the forward looking statements
herein which may undergo changes in future
on the basis of subsequent developments,
information or events.

Statements in the management discussion and


analysis describing the Companys objectives,
projections, estimates and expectations may
be considered as forward looking statements

14

REPORT ON CORPORATE GOVERNANCE

(1) Board of Directors :

Companys philosophy on Corporate


Governance :

(a) Composition of Board


The Board of Directors of the Company at
their meeting held on 2nd June, 2008 has
reconstituted the composition of Board of
Directors in compliance of amended Clause 49
of the Listing Agreement. As per the revised
composition, Mr Ravi Uppal, Independent
Director is appointed as Chairman with effect
from 2nd June, 2008. The composition of the
Board along with their other Directorship,
Chairmanship and Membership in Committees
and shareholding in the company are given in
the below table:
No. of Committees in
other companies in
which he is a Chairman
/ Member **

Nil

Nil

Executive Director Promoter

Nil

Nil

2689638

Mr Nari Genomal

Non-Executive Director Promoter

Nil

Nil

2689758

Mr Ramesh Genomal

Non-Executive Director Promoter

Nil

Nil

2689758

Mr Timothy Ralph Wheeler

Non-Executive Director

Nil

Nil

Nil

Mr G P Albal

Independent Director

Nil

Nil

Nil

Mr P V Menon

Alternate Director to Mr Nari Genomal

Nil

Nil

Nil

Mr V Sivadas

Alternate Director to Mr Ramesh Genomal

Nil

Nil

90

Name of the Directors

Position

Mr Ravi Uppal

Independent Director Chairman

Mr Sunder Genomal

No. of Shares in the


Company as on
31.03.2008

No. of Directorship in
other Companies*

Page Industries Limited is committed to adhere


good Corporate Governance Practices aimed
at increasing value for all stakeholders by
way of adhering highest level of transparency,
accountability and ethics in all its activities. The
Company has complied all the requirements of
Corporate Governance as prescribed in Clause
49 of the Listing Agreement with Bombay
Stock Exchange Limited and National Stock
Exchange of India Limited.

* Excludes alternate directorship, directorship in foreign companies and private companies


** Audit Committee and Shareholders / Investors Grievance Committee of Public Limited
Companies are only reckoned

15

(b) Number of Board Meetings

Director), Mr G P Albal, Member (Independent


Director) and Mr Nari Genomal, Member
(Non-Executive Director). The broad terms of
reference of Audit Committee inter alia to

During the year 2007-08, five Board Meetings


were held on 09.05.2007, 27.07.2007,
20.08.2007, 24.10.2007 and 30.01.2008.

a) Investigate any activity within its terms of


reference

(c) Details of the attendance of Directors at the


Board and last AGM

b) Seek information from any employee(s)

The attendance record of each of the Directors


at the Board Meetings during the year ended on
31st March, 2008 and during the last Annual
General Meeting (AGM) is as under:

c) Obtain outside legal or other professional


advice
d) Secure attendance of outsiders with relevant
expertise, if it considers necessary and

No. of Board
Meetings
Attended

Attendance
at last AGM

e) Look into the matters specified under the


Clause 49 of the Listing Agreement

Yes

Mr Nari Genomal

NA

NA

Mr Ramesh Genomal

NA

NA

Mr Timothy Ralph Wheeler

Yes

Mr Ravi Uppal

Yes

The Committee has met four times during the


year 2007-08 on 09.05.2007, 27.07.2007,
24.10.2007 and 18.02.2008 and all the
members to the Committee were present for
all the meetings of the Committee.

Mr G P Albal

Yes

Mr P V Menon

Yes

Mr V Sivadas

Yes

Name of the Director


Mr Sunder Genomal

(3) Shareholders / Investors Grievance


Committee:
The Committee comprises of Mr G P Albal,
Chairman (Independent Director), Mr Nari
Genomal (Non-Executive Director) and Mr
Ramesh Genomal (Non-Executive Director).
The Committee inter alia administers transfer
/ transmission of shares, issue of duplicate
certificates, redressal of Shareholders /
Investors Grievances, etc. The Committee
has met twice during the year 2007-08 on
09.05.2007 and 30.01.2008 and all the
members of the Committee were present for
the meetings.

d) Code of Conduct
The Company has adopted Code of Conduct
for all the Directors and Senior Management
of the Company. All the Directors and the
Senior Management Personnel have affirmed
compliance with the respective code of conduct.
A declaration to this effect signed by the
Managing Director (CEO) forms part of this
report. The Code of conduct for Directors and
Senior Management Personnel are posted on
the Companys website.

Mr R Vijayakumar, Company Secretary is the


Compliance Officer. During the year 200708, the company received 48 complaints from
the investors and all of which were redressed.
No investor complaints were pending as of
31st March, 2008.

(2) Audit Committee:


In compliance of Clause 49 of the Listing
Agreement, the Audit Committee has
b e e n constituted and it comprises o f
Mr Ravi Uppal, Chairman (Independent
16

(4) Remuneration to Directors:

b) Payment to Non-Executive Directors:

a) Payment to Executive Director during the year

The Company has no pecuniary relationship or


transaction with its Non-Executive Directors
other than payment of Sitting Fees for attending
the Board / Committee meetings. The Details
of Sitting Fees paid to Non-Executive directors
of the company during the year 2007-08 are
as under:

2007-08:
Mr. Sunder Genomal, Managing Director is,
the only Executive Director of the Company,
being paid remuneration. He is Brother of
Mr. Nari Genomal and Mr. Ramesh Genomal,
Directors of the Company.
During the year 2007-08, He has received the
following remuneration:

Particulars

Salary

Mr Ravi Uppal

(in Rs.)
8,640,000

PF

Perquisites

315,959

Total

8,965,319

Sitting Fees for Board /


Committee meeting attended
(in Rs.)

Name of the Director

9,360 *

70,000

Mr G P Albal

1,00,000

Mr P V Menon

1,10,000

Mr V Sivadas

70,000

Mr Timothy Ralph Wheeler

20,000

Total

* PF on the mandatory limit fixed by the

3,70,000

Besides the above remuneration, he is entitled

The Company does not have any scheme for


grant of stock options either to the Directors
or to any of the employees.

for Gratuity and enhancement of accumulated

(5) General Body Meetings:

Provident Fund Act

leave at the end of his tenure as per the Rules

The details of location, Date and Time of last


three Annual General Meetings (AGMs) of the
Company are given below:

Director is for a period of five years with effect


from 1st August, 2006. His salary and other
perquisites were revised as per the approval

Year

Annual General

Location

of the Companies Act, 1956. The Company has

Abbaiah Reddy Industrial Area


Jockey Campus,
6/2 & 6/4, Hongasandra,
Begur Hobli,

of shareholders at the 12

th

not constituted any Remuneration Committee

The Chancery

Meeting held on 27 July, 2007.


th

2004-05

The Company has adequate profit and the


payment of remuneration to Mr Sunder
Genomal, Managing Director is within the ceiling
2005-06

limit prescribed by Sections 198(1) and 309(3)

and the formation of Remuneration Committee

2006-07

is a non- mandatory requirement of Clause 49

Bangalore 560 068

of the Company. His appointment as Managing

Lavelle Hall
10/6, Lavelle Road
Bangalore 560 001

of the Listing Agreement.


17

Date

Time

29th Sept, 2005 10.00 am

5th Sept, 2006 10.00 am

27th July, 2007 11.30 am

Details of Special Resolutions passed in the


previous three AGMs:
Date of AGM

No. of Special
Resolutions
passed

Details of
Special Resolution

29th Sept, 2005

Nil

--

5th Sept, 2006

1. Capitalization of General
Reserve and Issue of Bonus
Shares

on the Company by the Stock Exchanges


or SEBI or any other statutory authority.
(iv) The Company has not adopted Whistle
Blower Policy. However, the Company
has not denied access to any personnel to
approach the Management on any issue.
(v) Certificate from Practising Company
Secretary, confirming the compliance with
all the conditions of Corporate Governance
as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges forms
part of this report.

2. Adoption of new set of


Articles of Association
3. Conversion of Private Limited
into Public Limited
27th July, 2007

Nil

--

(vi) The company has complied with all the


mandatory requirements of Clause 49 of
the Listing Agreement and the Company
has not adopted any non-mandatory
requirements of Clause 49 of the Listing
Agreement.

During the year 2007-08, there was no special


resolution passed through postal ballot and no
resolution requiring approval of shareholders
by way of postal ballot is proposed to be passed
in the ensuing Annual General Meeting.
(6)

Disclosures:

(vii) In the preparation of financial statement


there is no differential treatment from the
prescribed Accounting Standards.

(i) Disclosure on materially significant related


party transactions: During the year
2007-08, no transactions of material nature
had been entered into by the Company with
the Management or their relatives that
may have a potential conflict with interest
of the company. Detailed related party
information and transactions have been
provided in Notes to Accounts in Schedule
R forming part of the Annual Report.

(7) Means of Communication:


The quarterly results of the Company
are published in Business Line (English)
and in Samyukta Karnataka (Kannada).
The financial results, shareholding
pattern and the Annual Reports are also
displayed on the Companys website (i.e.,)
www.jockeyindia.com. Official news
releases and presentations made to the
Institutional Investors, if any, are also
posted on the Companys website.

(ii) Disclosure of Inter-se Relationship between


the Directors: Mr Nari Genomal, Mr Sunder
Genomal and Mr Ramesh Genomal are
brothers.

(8) General Shareholder Information:

(iii) Disclosure of Non-Compliance : There has


been no instance of non-compliance by the
Company on any matter related to Capital
Markets since the inception of the company
and hence no penalties have been imposed

a) Annual General Meeting of the Company


will be held on 26th July, 2008 at 11:30
am at The Chancery Lavelle Hall, 10/6,
Lavelle Road, Bangalore - 560 001 and
18

the last date for receipt of proxy form is


24th July, 2008.

Exchanges for the year 2007-08 is given


below:

b) Financial Calendar (tentative) : The Financial


year of the Company is 1st April to 31st
March. For the year 2008-2009, the interim
results will be announced as follows:
For 1 st quarter ending
30th June, 2008

On or before end of
July 2008

For 2 nd quarter ending


30th September, 2008

On
or before end
of October, 2008

For 3 rd quarter ending


31st December, 2008

On or before
of January, 2009

end

For 4 th quarter and the


financial year ending
31st March 2009

On or before
of June 2009

end

Month

c) Book Closure for the purpose of Annual


General Meeting is 16 th July, 2008 to
26th July, 2008 (both days inclusive)
d) Dividend: During the year 2007-08, two
interim dividends were declared on 20th
August, 2007 and 30 th January, 2008
aggregating a total dividend of 100%
amounting to Rs.1,11,538,740. The
Interim Dividends are considered as Final
Dividend.

BSE
High

NSE
Low

High

Low

April 07

393.00 278.25 392.90 275.00

May 07

488.80 335.25 488.90 334.50

June 07

420.00 345.00 420.00 350.00

July 07

416.00 382.05 416.90 375.00

August 07

434.00 380.10 442.00 383.00

September 07

468.90 411.00 470.00 410.00

October 07

456.00 404.05 457.90 409.00

November 07

450.00 360.00 457.00 342.05

December 07

485.10 341.60 516.00 390.00

January 08

549.40 397.10 558.00 401.00

February 08

519.80 431.05 550.00 410.60

March 08

527.00 405.00 500.00 385.30

h) Graphical representation of movement of


share price of the Company in line with
indices of BSE and NSE:
Share Price Movement of Page Industries Ltd
21000
19000

e) Listing on Stock Exchanges: The Companys


shares are listed at Bombay Stock Exchange
Limited and National Stock Exchange of
India Limited. Listing fees for the financial
year 2008-09 have already been paid to the
Stock Exchanges.

600
500

17000

400

15000
13000

300

11000
200

9000
7000

100

5000
3000

f) Stock Code: The Stock Code of the


Companys Shares at Bombay Stock
Exchange Limited is 532827 and at
National Stock Exchanges of India Limited
is PAGEIND.

Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08

Sensex

Nifty

PageInd Price

i) Registrar and Share Transfer Agents &


Share Transfer System:

g) Market Price Data: The shares of the


Company are listed at BSE and NSE.
Monthly low and high at both the Stock
19

Share Transfer Agents of the Company


is M/s Sharepro Services (India) Limited,
Mumbai, who is authorized by the Board of

k) Dematerialization of Shares:

Directors to process the share transfers and


their complete address is given below:



M/s Sharepro Services (India) Pvt. Ltd.


Satam Estate, 3rd Floor,
Above Bank of Baroda
Chakala, Andheri (East)
Mumbai 400 099

Contact Person : Mrs Indira, GM


Phone
: 022 67720360
Fax
: 022 28375646
Email ID
: indira@shareproservices.com

l) Outstanding GDR/ADR : The Company has


not issued any GDR/ADR.

The turnaround time for completion of


transfer of shares is generally less than
15 days from the date of receipt, if the
documents are in order.

m) Plant Locations:
The Company has operations at Abbaiah
Reddy Industrial Area, Jockey Campus,
6/2 & 6/4, Hongasandra, Begur Hobli,
Bangalore 560 068 and Plot No.13A,
Bommasandra Industrial Area, S.No.270
of Bommasandra Village, Attibele Hobli,
Anekal Taluk, Bangalore.

j) Distribution of Shareholding and category


of Shareholders as of 31st March 2008:
Distribution of Shareholding
No. of equity shares
held
Upto

No. of

No. of

folios shares held

% held

5000

2503

223050

2.00%

5001

to

10000

29465

0.26%

10001

to

20000

31381

0.28%

20001

to

30000

28519

0.26%

30001

to

50000

81041

0.73%

50001

to

100000

363370

3.26%

10397048

93.21%

2526

11153874

100.00%

100001 and above


Total

n) Address for Correspondence:


Page Industries Limited, Abbaiah Reddy


Industrial Area, Jockey Campus, 6/2
& 6/4, Hongasandra, Begur Hobli,
Bangalore 560 068 (Phone Nos., 08040476868 ; Fax Nos., 080-25732226 /
2215) In compliance of Clause 47 (f) of the
Listing Agreement, the Company has created
an exclusive email ID for investors viz.,
investors@jockeyindia.com

-> Relating to Secretarial Matters :

Category of Shareholders
Category

No. of
Shares

% of
holding

Promoters & Group

8069874

72.35

Mutual Funds

2036123

18.25

Foreign Institutional Investors

462600

4.15

Bodies Corporate

116190

1.04

Individuals

180338

1.62

8749

0.08

Non Residents
HUF

280000

2.51

Total

11153874

100.00

As on 31.03.2008, 3,292,352 shares


constituting 29.52% of the total paid
up capital of the Company have been
dematerialized with CDSL and NSDL. In view
of the numerous advantages offered by the
depository system, members are requested
to avail the facility of dematerialization of
the Companys shares.

R Vijayakumar, Company Secretary

E-mail ID : vijay@jockeyindia.com

-> Relating to Investors / Analysts :


Pius Thomas, GM Finance & Purchase

E-mail ID : pius@jockeyindia.com

20

DECLARATION
I, Sunder Genomal, Managing Director of Page Industries Limited, hereby declare that all
the members of the Board of Directors and the Senior Management Personnel have affirmed
compliance with the Code of Conducts for the year ended March 31, 2008.
Bangalore

2nd June, 2008

For Page Industries Limited


Sunder Genomal
Managing Director

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE


To
The Members of Page Industries Limited
to the procedure and implementation process
adopted by the Company for ensuring the
compliance of the conditions of the corporate
governance. This certificate is neither an
assurance as to the future viability of the
Company nor of the efficacy or effectiveness
with which the management has conducted
the affairs of the Company.

I have examined all the relevant records of


Page Industries Limited (the Company) for
the purpose of certifying compliance of the
conditions of the Corporate Governance under
Clause 49 of the Listing Agreement with the
Stock Exchanges for the financial year ended
31.03.2008. I have obtained all the information
and explanations which to the best of my
knowledge and belief were necessary for the
purpose of certification.

In my opinion and to the best of my information


and according to the explanations given to me,
I certify that the Company has complied with
the conditions of Corporate Governance as
stipulated in the aforesaid Listing Agreement.

The compliance of conditions of corporate


governance is the responsibility of the
Management. My examination was limited

(V S Varun)
Practising Company Secretary
st
1297, 1 Floor, 25th C Cross, 27th Main
Bangalore
Sector II, HSR Layout, Bangalore 560 102
June 2, 2008
FCS 1125; COP 5251

21

CEO & CFO Certification


To
The Board of Directors
Page Industries Limited
3. We accept responsibility for establishing
and maintaining internal controls over
financial reporting and we have evaluated
the effectiveness of internal control systems
of the company over financial reporting
and we have disclosed to the auditors and
the audit committee, deficiencies in the
design or operation of internal controls
over financial reporting, if any, of which
we are aware and the steps we have taken,
propose to take to rectify these deficiencies.
In our opinion, there are adequate internal
controls over financial reporting.

We, to the best of our knowledge and belief,


certify that;
1. We have reviewed the financial statements
and cash flow statement for the year ended
31st March, 2008 and that of the best of our
knowledge and belief;

(i) these statements do not contain any


materially untrue statement or omit
any material fact or contain statements
that might be misleading;

(ii) these statements together present a true


and fair view of the companys affairs
and are in compliance with existing
accounting standards, applicable laws
and regulations.

4. We have indicated to the auditors and the


audit committee;

2. There are, to the best of our knowledge


and belief, no transactions entered into
by the company during the year, which
are fraudulent, illegal or violating the
companys code of conduct.

Bangalore
June 2, 2008

(i) significant changes in internal controls over


financial reporting during the year; and

(ii) significant changes in accounting


policies during the year.

Sunder Genomal Pius Thomas


Managing Director
GM Finance & Purchase

22

AUDITORS REPORT

23

REPORT OF THE AUDITORS TO THE MEMBERS OF PAGE INDUSTRIES LIMITED


1.

We have audited the attached Balance Sheet


of Page Industries Limited as at 31st March
2008, the Profit and Loss Account and also
the Cash Flow Statement for the year ended
on that date annexed thereto.

These financial statements are the


responsibility of the management. Out
responsibility is to express opinion on the
financial statements based on our audit.
2.

3.

As required by the Companies (Auditors


Report) Order, 2003 issued by the Central
Government of India in terms of subsections (4A) of section 227 of the Companies
Act, 1956, we enclose in the Annexure
a statement on the matters specified in
paragraphs 4 and 5 of the said Order to the
extent applicable to this company.

4.

Further to our comments in the Annexure


referred to above, we report that:

a) We have obtained all the information


and explanations, which to the best of
our knowledge and belief were necessary
for the purpose of the audit;
b) In our opinion, proper books of account
as required by law have been kept by

We conducted our audit in accordance with


auditing standards generally accepted in
India. Those Standards require that we plan
and perform the audit to obtain reasonable
assurance about whether the financial
statements are free of material misstatement.
An audit includes examining, on a test
basis, evidence supporting the amounts
and disclosures in the financial statements.
An audit also includes assessing the
accounting principles used and significant
estimates made by management, as
well as evaluating the overall financial
statement presentation. We believe that
our audit provides a reasonable basis for
our opinion.

the company so far as appears from our


examination of those books and proper
returns adequate for the purposes of our
audit has been received from a branch
not visited by us.
c) The Balance Sheet and the Profit and
Loss Account dealt with by this report
are in agreement with the books of
account.
d) In our opinion the Balance Sheet and the
Profit and Loss Account dealt with by
this report comply with the accounting
standards referred to in sub-section (3C)
of section 211 of the Companies Act,
1956.
e) On the basis of written representations
received from the directors, as on 31st
March 2008, and taken on record by the
Board of Directors, we report that none
of the directors is disqualified as on
31st March 2008 from being appointed
as a director in terms of clause (g) of
sub-section (a) of Section 274 of the
Companies Act, 1956.
f) In our opinion and to the best of our
information and according to the
explanations given to us, the said
accounts give the information required
by the Companies Act, 1956, in the
manner so required and give a true
and fair view in conformity with the
accounting principles generally accepted
in India:
a) In the case of the Balance Sheet, of
the state of affairs of the company
as at 31st March 2008 and
b) In case of the Profit and Loss
Account, of the Profit for the year
ended on that date; and
c) In the case of Cash Flow the Cash
flows for the year ended on that
date.

For Haribhakti & Co.,


Chartered Accountants
(Sunil Birla)
Partner
Mem. No. 202226

Place : Bangalore
Date : 2nd June 2008
24

Annexure referred to in Paragraph 4 of our report of even date on the Accounts for the
year ended 31st March, 2008 of M/s Page Industries Limited
1) (a) The company is maintaining proper
records showing full particulars,
including quantitative details and
situation of fixed assets.

(b) The company has a regular programme
of physical verification of its fixed asset
by which all fixed assets are verified
in a phased manner over a period of 3
years. In our opinion, this periodicity
of physical verification is reasonable
having regard to the size of the company
and the nature of its assets.

(c) Fixed assets disposed off during
the year were not substantial, and
therefore, do not affect the going
concern assumption.

firms or other parties covered in the


register maintained under section 301
of the Act.
4) In our opinion and according to the information
and explanation given to us, there are adequate
internal control procedures with respect to
purchase of inventory and fixed assets and for
sale of goods and are commensurate with size
of the company and nature of its business.
5) (a) In our opinion and according to the
information and explanations given
to us, we are of the opinion that the
transactions that need to be entered
into the register maintained under
section 301 of the Companies Act, 1956
have been so entered.

(b) In our opinion and according to the
information and explanations given to
us, transactions made in pursuance of
contracts or arrangements entered in the
register maintained under section 301 of
the Companies Act, 1956 and exceeding
the value of Rupees five lakhs in respect
of each party during the year have been
made at prices which are reasonable
having regard to the prevailing market
prices at the relevant times.

2) (a) The inventory, except stock lying with


the third parties has been physically
verified by the management during the
year. For stock lying with third parties
at the year-end, written confirmations
have been obtained.

(b) The procedure of physical verification of
inventory followed by the management
is not reasonable and adequate in
relation to size of the company and
nature of business.

(c) The company is maintaining proper
records of inventory. The discrepancies
noticed on verification between the
physical stocks and book records were
not material.

6) In our opinion and according to the information


and explanations given to us, the company
has not accepted any deposits within the
meaning of Section 58A and 58AA of the
Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975.

3) (a) The Company has granted unsecured


loan to companies covered in the register
maintained under section 301 of the
Companies Act, 1956 the terms of which
are prima facie not prejudicial to the
interest of the company. No repayment
terms have been fixed on such loan. In
respect of the said loans, there are three
parties involved and the maximum
outstanding at any time during the year
was Rs.8,46,84,171 and the year end
balance is Rs. 5,98,46,873.

(b) The company has not taken any loans
secured or unsecured, from companies,

7) In our opinion, the company has an internal


audit system commensurate with the size
and nature of its business.
8) We have broadly reviewed the books of
accounts and records relating to materials,
labour and other items of cost maintained
by the company pursuant to the rules made
by the central government under section
209(1)(d) of the Companies Act, 1956 with
respect to its garment manufacturing activity
and we are of the opinion that prima facie the
25

on the basis of security by way of pledge of


shares, debentures and other securities.

prescribed records and accounts have been


made and maintained. We have not, however,
made a detailed examination of the records.

13) The provisions of any special statute applicable


to Chit fund / Nidhi / Mutual benefit fund /
societies are not applicable to the company.

9) (a) According to the records of the company,


the company is regular in depositing
with appropriate authorities undisputed
statutory dues including Provident fund,
Investor Education and Protection Fund,
Employees State Insurance, Income Tax,
VAT, Wealth Tax, Service Tax, Excise
Duty, Custom Duty, Cess and other
material statutory dues as applicable
with appropriate authorities. According
to the information and explanations given
to us there are no undisputed statutory
dues outstanding as at 31st March 2008
for a period of more than 6 months from
the date they become payable.

(b) According to the information and
explanations given to us, there were no
disputed amounts payable in respect of
Income Tax, VAT, Wealth Tax, Service
Tax, Excise Duty, Custom Duty and
Cess were in arrears, as at 31st March
2008 for a period of more than 6 months
from the date they became payable
except the following :Sl.
No.
1.

Nature of
Dispute
Excise tax appeal
with Tribunal

14) In our opinion and according to the information


and explanations given to us, the Company
is not a dealer or trader in securities.
15) The company has given a Guarantee of
Rs. 150 lakhs towards term loan taken by
an associate company, the terms of such
guarantee are not prima facie prejudicial to
the interest of the company.
16) In our opinion and according to the
information and explanations given to us,
the terms loans taken by the company have
been applied for the purposes for which they
were obtained.
17) In our opinion and according to the
information and explanations given to us and
on an overall examination of balance sheet
of the company, in our opinion, there are no
funds raised on short term basis which have
been used for long term investment.
18) In our opinion and according to the
information and explanations given to us,
the company has not made any preferential
allotment of shares to parties and companies
covered in the register maintained under
section 301 of the Companies Act, 1956
during the year.

Amount
2,78,118

10) The company has no accumulated losses


at the end of the year and has not incurred
cash loss in the current and the preceding
financial year.

19) In our opinion and according to the


information and explanations given to us, the
company has not issued any debentures.

11) In our opinion and according to the


information and explanations given to us,
the Company has not defaulted in repayment
of dues to banks.

20) The company has not raised any money by


public issue during the year.
21) According to the information and explanations
given to us, during the year, no fraud on or by
the company has been noticed or reported.

12) In our opinion and according to the information


and explanations given to us, the company
has not granted any loans and advances

For Haribhakti & Co.,


Chartered Accountants
(Sunil Birla)
Partner
Mem. No. 202226

Place : Bangalore
Date : 2nd June 2008
26

ACCOUNTS

27

Schedule
Reference

BALANCE SHEET AS AT 31st March, 2008


PARTICULARS
SOURCES OF FUNDS
Share Holders Funds:
Share Capital
Reserves and Surplus
Loan Funds :
Secured Loans
Unsecured Loans
Deferred Tax Liability

As at
March 31 , 2008
Rs.
Rs.
st

A
B

111,538,740
662,214,069

111,538,740
565,681,543

C
D
E

372,005,091
26,583,458

223,297,794
29,943,335
8,347,075

1,172,341,358

938,808,487

Total
APPLICATION OF FUNDS
Fixed Assets
Gross Block
Less: Depreciation
Net Block
Capital Work in progress

Investments
Deferred Tax Asset
Current Assets, Loans & Advances
Inventories
Sundry Debtors
Cash and Bank balances
Other Current Assets
Loans & Advances

G
E
H

Less: Current Liabilities & Provisions


Current Liabilities
Provisions

Net Current Asset


Total
Notes forming part of Accounts

Place : Bangalore
Date : 02nd June, 2008

506,570,736
93,776,892
412,793,844
23,514,480

436,308,324

245,748,086
58,109,404
187,638,682
60,786,014

299,784,933
10,280,871

248,424,696
137,000,000
-

573,848,296
91,201,291
1,746,521
7,760,988
327,710,696
1,002,267,792

363,728,780
55,757,001
301,913,240
2,716,790
100,920,461
825,036,272

370,274,481
206,026,081
576,300,562

243,936,280
27,716,201
271,652,481
425,967,230
1,172,341,358

553,383,791
938,808,487

For and on behalf of the board


Sunder Genomal
(Managing Director)

March 31st, 2007


Rs.
Rs.

V Sivadas
(Director)

As per our report of even date attached


For HARIBHAKTI & Co.,
Chartered Accountants
R Vijayakumar
Sunil Birla
(Company Secretary)
Partner
Mem.No. 202226
Place : Bangalore
Date : 2nd June, 2008
28

Schedule
Reference

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st March, 2008
Particulars
INCOME
Sales
Other Income
Increase in Inventory
Total Income
EXPENDITURE
Manufacturing Expenses
Personnel Expenses
Administrative and Selling Expenses
Financing Expenses
Depreciation
Total expenditure
Profit before prior period items
Less : Prior period Adjustments
Profit before tax
Less : Income tax - Current year
Income tax for earlier years
Adjustment for Deferred tax

For the year ended


March 31 , 2008
st

Rs.

Rs.

1,359,394,799
27,282,101
123,302,776
1,509,979,676

M
N
O
P
F

1,076,884,370
301,533,209
299,503,090
33,818,012
36,137,861
1,747,876,542

824,229,856
203,977,783
182,918,589
23,644,018
15,339,499
1,250,109,745

344,220,349
164,940
344,055,409

259,869,930
845,426
259,024,504

Q
102,959,587
662,691
(1,296,693)

79,525,048
866,071
5,873,980

3,488,648
71,438

2,443,400
47,000

105,885,671
238,169,738
238,169,738

Appropriations
Dividend
Tax on Dividend
Amount transfered to general reserve

111,538,740
18,956,009

130,494,749
28,000,000
79,674,989
21.35

88,755,499
170,269,005
170,269,005

48,707,600
6,831,240

55,538,840
18,000,000
96,730,165
42.94

For and on behalf of the board

Place : Bangalore
Date : 02nd June, 2008

Rs.

1,923,477,689
44,841,873
123,777,329
2,092,096,891

Profit available for appropriation

Sunder Genomal
(Managing Director)

Rs.

J
K
L

Fringe Benefit Tax


Wealth Tax
Net profit after tax

Surplus carried to Balance Sheet


Basic & Diluted Earning per Share (in Rs.)
Notes forming part of Accounts

March 31st, 2007

V Sivadas
(Director)

As per our report of even date attached


For HARIBHAKTI & Co.,
Chartered Accountants
R Vijayakumar
Sunil Birla
(Company Secretary)
Partner
Mem.No. 202226
Place : Bangalore
Date : 2nd June, 2008
29

Cash Flow Statement for the year ended 31st March, 2008
For the year ended
Particulars

March 31 , 2008
st

Rs.

Rs.

March 31st, 2007


Rs.

Rs.

CASH FLOWS FROM OPERATING ACTIVITIES


Net profit before taxation and exceptional items

344,055,409

259,024,504

Adjustments (non-cash and non-operating items)


Profit on sale of fixed assets

(1,747,338)

260,265

Interest Received

(19,338,516)

(4,711,923)

Dividend Income

(2,653,732)

Deferred tax adjusted to share premium

9,252,205

Loss on sale of investment

2,438,216

(6,102,973)

Interest on Working Capital

20,405,427

13,142,623

Interest on Term Loans

4,285,293

2,371,629

Interest on dealer Deposit

7,087,273

5,462,337

Bank Charges

2,040,018

2,667,429

Depreciation

35,667,488

Operating profit before Working capital changes


Increase in Inventory
Increase in Debtors

57,436,334

14,593,698

401,491,743
(210,119,516)

27,683,085
286,707,589

(129,866,155)

(35,444,289)

3,225,739

(5,044,198)

(2,183,625)

(226,790,235)

(70,512,458)

Increase in Current Liabilities

126,338,201

89,476,000

Increase in Provisions

178,309,880 (172,750,157)

(2,783,133) (112,643,632)

Cash Generated from Operations

228,741,588

174,063,957

Income Tax Paid

107,182,364

(82,881,519)

Net Cash Flow from Operating Activities

121,559,224

91,182,438

Increase on other current assets


Increase in other loans & advances

CASH FLOWS FROM INVESTING ACTIVITIES


Interest Received

19,338,516

4,711,923

Dividend Income

2,653,732

Sale of Fixed Assets

8,789,679

2,995,283

(230,593,457)

(143,524,861)

55,061,783

15,102,973

Purchase of Fixed Assets


Sale of Investment
Purchase of Investment

(220,284,933) (365,034,680) (139,000,000) (259,714,682)

30

Cash Flow Statement

(Contd..)

For the year ended


Particulars

March 31 , 2008
st

Rs.

Rs.

March 31st, 2007


Rs.

Rs.

CASH FLOWS FROM FINANCING ACTIVITIES


Interest on Working Capital

(20,405,427)

(13,142,623)

Interest on Term Loans

(4,285,293)

(2,371,629)

Interest on Dealer Deposit

(7,087,273)

(5,462,337)

Bank Charges

(2,040,018)

(2,667,429)

Dividend Paid

(111,538,740)

(48,707,600)

IPO Expenses

(11,142,463)

(80,419,927)

Corporate Dividend Tax paid

(18,956,009)

(6,831,240)

Increase in security premium account

494,323,900

Increase in share Capital

14,123,540

Secured Loan Raised

148,707,298

Unsecured Loan Paid

(29,943,335)

Net (Decrease)/Increase in Cash & Cash Equivalents


Opening Balance of Cash & Cash Equivalents
Closing Balance of Cash & Cash Equivalents
For and on behalf of the board
Sunder Genomal
(Managing Director)
Place : Bangalore
Date : 2nd June, 2008

V Sivadas
(Director)

91,374,144
(56,691,260)

29,943,335

470,162,134

(300,166,718)

301,629,891

301,913,240

283,349

1,746,522

301,913,240

As per our report of even date attached


For HARIBHAKTI & Co.,
Chartered Accountants
R Vijayakumar
Sunil Birla
(Company Secretary)
Partner
Mem.No. 202226
Place : Bangalore
Date : 2nd June, 2008

31

SCHEDULES FORMING PART OF THE BALANCE SHEET


Particulars
SCHEDULE : A

March 31st, 2008


Rs.
Rs.

Share capital
Authorised
12,000,000 (12,000,000) Equity shares
of Rs.10 each
Issued, Subscribed and Paid up
11,153,874 (11,153,874) Equity share
of Rs.10 each fully paid up (out of the
above 7,306,140 shares of Rs. 10/- are
allotted as bonus shares by way of
capitalisation of accumulated profits)
SCHEDULE :

March 31st, 2007


Rs.
Rs.

120,000,000

120,000,000

111,538,740

111,538,740

111,538,740

111,538,740

Reserves and Surplus


Securities Premium Account
Opening Balance
Addition during the year
Less : Public Issue expenses
Closing balance
General Reserve
Opening Balance
Transferred from P & L Account
Less : Capitalisation as Bonus shares
Closing balance
Profit and Loss Account
Opening Balance
Additions during the year
Less : Capitalisation as Bonus shares
Closing balance
SCHEDULE :

As at

423,156,178
11,142,463

18,000,000
28,000,000
-

124,525,365
79,674,989
204,200,354
-

412,013,715

46,000,000

204,200,354
662,214,069

494,323,900
71,167,722

36,370,000
18,000,000
(36,370,000)

64,486,600
96,730,165
161,216,765
(36,691,400)

Loans and Advances from Banks


A) Term Loans from Canara Bank
(All the above Term Loans are secured
by first charge on Fixed Assets and
Second charge on Inventories and
Book debts in addition to personal
guarantee of directors)

59,750,530

32

72,196,513

423,156,178

18,000,000

124,525,365
565,681,543

SCHEDULES FORMING PART OF THE BALANCE SHEET


Particulars

March 31 , 2008
Rs.
Rs.
st

As at

March 31st, 2007


Rs.
Rs.

SCHEDULE : C (Contd.)
B) Term Loan from Citi Bank
(All the above Terms Loans are secured
by first charge on Fixed Assets and
Second charge on Inventories and
Book Debts in addition to personal
guarantee of directors)

32,313,333

C) Working Capital from Canara Bank


(WC loan is secured by first charge
on Inventories and Book Debts and
second charge on Fixed assets in
addition to personal guarantee of
directors)

222,000,476

148,651,073

D) Working capital Loan from Citi Bank


(WC loan is secured by first charge
on Inventories and Book Debts and
second charge on Fixed assets in
addition to personal guarantee of
directors)

57,057,071

E) Vehicle Loan from I.C.I.C.I Bank


(The above loan is secured by
hypothecation of vehicles and
personal guarantee of directors)

553,622

1,166,055

F) Vehicle Loan from Kotak Bank


(The above loan is secured by
hypothecation of vehicles and
personal guarantee of directors)

330,059

SCHEDULE : D
Unsecured Loans
Short term Loans and advances from bank
Working Capital Loan from Citi bank
SCHEDULE : E
Deferred Tax liability / Asset
Deferred Tax Liablity
Opening Balance
Add: Diff in Book Depreciation & IT Depreciation
Total
Defered Tax Asset
Leave encashment
Bonus
IPO Expenses

372,005,091

223,297,794

372,005,091

223,297,794

29,943,335
29,943,335

8,347,075
18,236,383
26,583,458

11,725,300
(3,378,225)
8,347,075

2,008,731
1,332,986
6,939,154

10,280,871

33

1,284,153

SCHEDULES FORMING PART OF THE BALANCE SHEET


SCHEDULE : F
Fixed Assets
Gross block
PARTICULARS

Balance
as at
01.04.2007
Rs.

Bommasandra Land
Buildings

15,186,374

Additions
during the
year

Deletions
during the
year

Rs.

Rs.

Total
Dep
Dep for the
as at
upto
Year
31.03.2008 01.04.2007 31.03.2008
Rs.

Rs.

Rs.

Dep
As at
As at
as at
31.03.2008 31.03.2007
31.03.2008

Rs.

Rs.

- 15,186,374

1,628,260 112,259,976

358,753

212,223

166,947

- 165,462,309 15,716,005

9,571,206

Factory Equipment

40,008,077 32,974,982

Electrical Fittings

15,162,346

7,180,777

Office Equipment

2,984,652

1,217,874

Rs.

15,186,374 15,186,374

404,029 111,855,947

3,935,585

- 25,287,211 140,175,098 99,939,150

9,658,310

3,305,567

- 22,343,123

7,333,825

2,386,520

9,720,345

12,622,778

7,828,521

4,025,634

939,106

165,765

60,639

1,044,232

2,981,402

2,045,546

- 21,105,682

6,045,948

15,059,734

5,472,880

- 15,612,418

5,118,834

3,705,554

12,942,348

8,516,334

176,892

3,869,816

2,176,132

18,963,677

9,342,696 11,762,986
1,767,575

- 20,731,252 15,258,123

354,295

Vehicles

12,090,588

5,871,951

- 17,962,539

3,574,254

Display Modules

12,060,183 43,146,700

- 55,206,883

1,401,212 16,520,216

245,748,086 263,323,897

Rs.

696,094 72,286,965

Furniture and Fittings

Capital Work in
Progress and advances

Adjust
ments

115,655,155 49,807,154

Sub total

Net block

4,294,338 109,593,898

Plant and Machinery

Computers

Depreciation

1,445,937

2,501,246 506,570,736 58,109,404 36,137,861

60,786,014 11,479,674 *48,751,208 23,514,480

242,787 12,721,090

5,020,191

- 17,921,428

59,565,875 30,349,767

37,285,455 10,658,971

470,373 93,776,892 412,793,844 187,638,682


-

23,514,480 60,786,014

Total

306,534,100 274,803,571 51,252,454 530,085,216 58,109,404 36,137,861

470,373 93,776,892 436,308,324 248,424,696

Previous Year

166,264,787 142,059,121

649,919 58,109,404 248,424,696 122,749,080

1,465,740 306,534,100 43,515,706 15,243,619

* Out of Rs. 48,751,208/- sale of assets is Rs. 32,92,130/- & capitalisation of WIP is Rs. 45,459,078.

SCHEDULE :

Investments
Investments in Government or trust
securities (at cost)
Unquoted Investments - Non Trade
A) Franklin India Blue Chip Growth Fund - 30,679.834
units - Previous year (8072.98 units) Purchased
during the year 22606.854 units

4,000,000

1,000,000

B) Reliance Vision Growth - 11758.465 units


Previous year (5824.451 units)
Purchased during the year 5934.014 units

2,000,000

1,000,000

C) HDFC Top - 200 Growth - 9514.476 units


Previous year (9514.476 units)

1,000,000

1,000,000

D) Fidility Equity Fund - 48262.55 units


Previous year (48262.55 units)

1,000,000

1,000,000

E) HDFC Equity Fund-Div - 26373.40 units


Previous year (26373.40 units)

1,000,000

1,000,000

34

SCHEDULES FORMING PART OF THE BALANCE SHEET


Particulars
SCHEDULE : G (Contd.)
F) Franklin India Fixed Tenure Series
VII-5000000 Units
Previous year (5000000. Units)

March 31st, 2008


Rs.
Rs.

As at

March 31st, 2007


Rs.
Rs.

50,000,000

50,000,000

50,000,000

10,000,000

10,000,000

I) Standard Chartered Premier Equity


Fund Growth - 75284.198 Units
Previous year (75284.198 Units)

1,000,000

1,000,000

J) Reliance Growth Retail Plan Fund 3836.857


units - Previous year (3836.857 Units)

1,000,000

1,000,000

K) Kotak Fixed Maturity Plan 13- 2000,000 units


Previous year (2000000 Units)

20,000,000

20,000,000

L) ICICI Prudential Fixed Maturity Plan -


Purchased during the year 5000000 Units

50,000,000

M) HDFC FMP 367D -Purchased during the year


Purchased during the year 4000000 Units

40,000,000

N) Standard Chartered SME Fund


Purchased during the year 100000 Units

1,000,000

O) DSP Merrill Lynch Tiger Fund


Purchased during the year 145884.388 Units

2,784,933

P) DSP Merrill Lynch Opportunities Fund


Purchased during the year 67671819 Units

2,500,000

Q) Investment in JM Basic Fund


Purchased during the year 86560.601 Units

2,500,000

100,000,000

10,000,000

G) Kotak Fixed Maturity Plan 14 5,000,000 units


Sold during the year 5000000 Units
H) Reliance Fixed Horizon Growth III-100,000 Units
Previous year (100000 Units)

R) Citi Corpo Finance Redeemable Non Convertible


Secured NCD Series-180ISIN No.INE136E07BE3
Purchased during the year 100 Units
S) Citi Corpo Finance Redeemable Non-Convertible
Secured NCD Series-182ISIN No.INE136E07BG8
Purchased during the year 10 Units
Aggregate net realisable value of unquoted investments
Rs.299,784,933 previous year (Rs.137,000,000)

299,784,933

(Rs.202,776,567 are invested out of IPO funds.)


35

137,000,000

SCHEDULES FORMING PART OF THE BALANCE SHEET


Particulars
SCHEDULE : H
Current Assets, Loans and Advances
Inventories
(As taken, valued and certified by the Management)
Raw materials
Stock of POP materials
Work in progress
Finished goods
Sundry debtors
Secured - considered good
Outstanding for more than six months
Others
Unsecured - considered good
Outstanding for more than six months
Others
Cash and Bank Balances
Cash in hand
With Schedule Banks :
In Current Account *
Deposit Accounts
* Includes balance in unclaimed
dividend account of Rs. 64,941 and
unclaimed IPO refund amount of
Rs. 69,975/Interest accrued on Investments
Other Current Assets
Yarn purchase incentive receivable
Dividend Receivable
Interest / Interest subsidy receivable
Loans and Advances
(Unsecured - Considered good)
Loan to a Company
Advance Income tax
Advance FBT
TDS Recovered
Gratuity Fund - ICICI
Duty drawback receivable
Advances to suppliers for goods and services
Deposits
Prepaid expenses
Imprest with field staff & others
Total

March 31st, 2008


Rs.
Rs.

194,133,975
7,327,463
73,794,493
298,592,365

As at

573,848,296

184,472
76,422,371
1,597,659
12,996,789

March 31st, 2007


Rs.
Rs.

111,756,234
3,363,017
59,388,452
189,221,077

652,882
47,970,299

91,201,291

641,615
6,492,205

545,980

124,616

295,541
905,000

883,624
300,905,000

1,746,521

5,158,904

1,446,575

482,475
270,687
1,848,922

443,000
724,122

26,318,719
194,550,680
6,237,269
4,212,290
11,703,000
138,151
56,519,529
24,197,703
2,771,043
1,062,312

36

363,728,780

7,760,988

327,710,696
1,002,267,792

25,995,483
103,093
43,405,350
29,229,118
2,031,710
258,800

55,757,001

301,913,240

2,613,697

101,023,554
825,036,272

SCHEDULES FORMING PART OF THE BALANCE SHEET


Particulars
SCHEDULE : I
Current Liabilities and Provisions
Current Liabilities
Sundry creditors
- for Capital Goods
- for Purchases & Services
Refund Order Outstandings
Unclaimed 1st Interim Dividend Payable
Unclaimed 2nd Interim Dividend Payable
(Investor Protection Fund will be credited
with the above amount as and when due)
Advance from customers
Dealer Deposits
Statutory Liabilities
Other Current Liabilities
Provisions :
for Income tax
for Fringe Benefit tax
for Gratuity
for Wealth Tax
for Leave encashment

March 31st, 2008


Rs.
Rs.

As at

March 31st, 2007


Rs.
Rs.

8,661,322
165,961,191

5,017,902
100,860,743

69,975
40,572
24,369

647,700
-

2,142,511
79,749,847
15,309,205
98,315,489

3,191,070
60,670,740
15,139,795
58,408,330

182,484,635
5,840,268
11,703,000
88,406
5,909,772

370,274,481

206,026,081
576,300,562

243,936,280

20,215,936
1,443,400
47,000
6,009,865

27,716,201
271,652,481

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT


Particulars
SCHEDULE : J
Sales
a) Garments - Local
b) Garments - Exports

For the year ended


March 31st, 2008
March 31st, 2007
Rs.
Rs.
Rs.
Rs.

Less: Duties and taxes collected


SCHEDULE : K
Other Income
Profit on sale of Long term Investments
Profit on sale of fixed assets
Duty drawback
Cash Disount Received
Penalty on late payment to customers
Exchange rate fluctuation
37

1,972,638,127
10,654,675
1,983,292,802
59,815,113
1,923,477,689

1,403,420,414
10,442,977
1,413,863,391
54,468,592
1,359,394,799

1,747,338
268,821
150,092
6,017,936
333,894

6,102,973
164,315
4,286,751
50,952

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT


Particulars
SCHEDULE : K (Contd..)
Sale of scrap
Interest received ( TDS Rs.26,53,023/- )
Marketing support received
Provisions no longer Required
Dividend Income
Miscellaneous income
SCHEDULE : L
Increase / ( Decrease) in Inventory
Closing : Work-in- progress
Finished goods
Less : Opening : Work-in- progress
Finished goods

For the year ended


March 31st, 2008
March 31st, 2007
Rs.
Rs.
Rs.
Rs.
9,697,483
19,338,516
2,013,667
2,653,732
2,620,394
44,841,873

73,794,493
298,592,365
59,388,452
189,221,077

SCHEDULE : M
Manufacturing Expenses
Materials consumed
Boughtout items
Packing Materials
Processing charges
Tailoring charges
Material testing charges
Stores and spares consumed
Power and fuel
Factory rent
Electrical maintenance
Freight and carriage inwards
SCHEDULE :
N
Personnel Expenses
Wages
Salaries and allowances
Quality Incentive
Contribuiton to PF and other funds
Bonus and Exgratia
Leave Salary Paid
Gratuity
LTA Reimbursements
Staff Welfare

38

372,386,858
248,609,529
123,777,329

2,510,587
4,711,923
2,203,971
5,308,605
119,284
1,822,740
27,282,101

59,388,452
189,221,077
33,157,077
92,149,676

248,609,529
125,306,753
123,302,776

738,418,686
16,288,730
12,324,670
214,736,825
43,716,648
436,812
4,417,882
13,291,447
18,321,330
1,393,651
13,537,689
1,076,884,370

576,048,739
13,188,191
8,282,142
150,354,419
39,726,127
220,553
3,993,693
9,661,700
11,751,441
1,004,397
9,998,454
824,229,856

126,541,067
57,900,574
28,065,791
27,483,151
28,597,064
1,216,679
7,321,689
1,230,718
23,176,476
301,533,209

84,360,136
40,930,324
19,487,334
18,080,633
17,024,391
4,610,536
2,121,832
1,045,242
16,317,355
203,977,783

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT


Particulars

For the year ended


March 31st, 2007
March 31 , 2008
Rs.
Rs.
Rs.
Rs.
st

SCHEDULE : O
Administrative and Selling Expenses
Rent

985,478

988,751

Postage, telegram and courier

2,374,918

1,250,894

Printing and stationary

3,879,696

2,404,603

Telephone, telex and fax

2,974,084

2,499,956

Conveyance

2,822,163

2,695,422

Commission and brokerage

1,131,374

1,316,812

425,576

423,286

59,057,547

29,115,542

370,000

(3,365,867)

(845,354)

Loss on Sale of fixed assets

273,882

Loss on sale of investments

2,438,216

197,316

Miscellaneous expenses

2,173,363

1,156,489

Sales Incentive - Staff

7,010,533

5,498,133

Sales Promotion

46,077,519

19,442,174

Rates and taxes

1,760,424

2,560,853

72,286

92,539,586

65,539,636

Repairs and maintenance - Machinery

1,860,517

737,382

Repairs and maintenance - Building

5,103,117

2,473,974

Repairs and maintenance - computers

1,809,019

1,894,031

Repairs and maintenance - Bommasandra

179,852

278,479

Insurance

4,077,181

2,656,150

Professional fees

5,103,807

2,055,743

158,223

899,600

673,440

12,500

5,000

40,902,813

24,923,624

Security charges

7,056,919

4,085,528

Travelling expenses

7,486,595

6,774,945

101,135

14,039

2,058,110

1,794,666

299,503,090

182,918,589

Export / import expenses


Advertisement
Directors sitting fee
Freight outwards

Interest on late payment

Consultancy charges
Royalty

Interest Paid
Auditors remuneration
Donations
POP Materials

Sundry creditors - written off


Vehicle running and maintenance

39

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT


Particulars

For the year ended


March 31st, 2007
March 31st, 2008
Rs.
Rs.
Rs.
Rs.

SCHEDULE : P
Financing Expenses
Interest on working capital
Interest on term loans
Interest on dealer deposits
Bank charges
SCHEDULE : Q
Prior Year Expenses/(Income)
Freight Charges
Advertisement Expenses
Interest
Miscellaneous
Interest

40

20,405,427
4,285,293
7,087,273
2,040,018
33,818,012

13,142,623
2,371,629
5,462,337
2,667,429
23,644,018

525,706
(360,766)
164,940

904,532
25,592
22,822
17,603
(125,123)
845,426

SCHEDULE - R: NOTES
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
I. SIGNIFICANT ACCOUNTING POLICIES
A. ACCOUNTING CONVENTION

D. BORROWING COST

i) Borrowing Costs attributable to


acquisition and construction of
qualifying assets are capitalized as a
part of the cost of such asset up to the
date when such asset is ready for its
intended use.

ii) Other borrowing costs are charged to


the Profit & Loss Account.

The financial statements are prepared


under the historical cost convention, on
accrual basis and in accordance with
the applicable accounting standards, as
adopted consistently by the Company.

B. FIXED ASSETS

Fixed assets are stated at cost, less


accumulated depreciation. Cost comprises
the purchase price less rebates and
discounts and any directly attributable
cost of bringing the asset to its working
condition for its intended use, including
related pre-operative expenses. The effects
of changes in foreign exchange rates are
being charged to profit and loss account
Capital
work-in
progress
includes
Advances on Capital Account.

E. TRANSLATION OF FOREIGN CURRENCY


ITEMS

C. DEPRECIATION / AMORTIZATION

i) Depreciation on Fixed Assets is


provided on Straight Line Method on
actual shifts basis at the rates and in
the manner specified in the Schedule
XIV of the Companies Act, 1956. Items
of value less than Rs. 5,000 each are
depreciated at 100% fully in the year
of purchase except in case of Display
modules which are depreciated at 50%
based on the estimated useful life of
the asset by the management.

Transaction in foreign currency is recorded


at the rate of exchange prevailing on the
date of transaction. Current assets and
liabilities are translated at the year-end
closing rates. The resulting exchange
gain/loss is reflected in the profit and loss
account. Exchange differences attributable
to the acquisition of the fixed assets
outside India are charged off to profit and
loss account.

F. INVESTMENTS

i) Long Term Investments are stated at


cost after deducting provision, if any,
made for decline, other than temporary,
in the market or fair value.

ii) Current Investments are stated at


lower of cost and market/fair value.

G. INVENTORIES

ii) Depreciation on the Fixed Assets


added/disposed
off
/discarded
during the year has been provided on
pro-rata basis with reference to the
date of addition/disposal/discarding.
41

i) Raw materials, components and POP


materials are valued at lower of cost or
net realisable value. However, these
items are considered to be realisable at
cost if the finished products, in which
they will be used, are expected to be
sold at or above cost.

ii) Work in progress and finished goods are


valued at lower of cost or net realizable
value. Finished goods and work-inprogress include standard labour,
costs of conversion and other costs
incurred in bringing the inventories to
their present location and condition.

iii) Cost of materials is computed on


weighted average basis.

The Company makes contribution to the


ICICI Employee Group Gratuity cum Life
Assurance Scheme (Trust). The difference
between the actuarial liability and the
fund balance is shown as Liability or an
Asset as the case may be.

iv) Obsolete, defective and unserviceable


stocks are duly provided for.

H. REVENUE RECOGNITION

i) Sales are recorded net of trade


discounts, rebates, indirect taxes and
recognized at the point of dispatch of
materials.

ii) Dividend income on investments is


accounted for when the right to receive
the payment is established.

iii) Interest income is recognized on a time


proportion basis taking into account
the amount outstanding and the rate
applicable.

I. EMPLOYEE BENEFITS

Gratuity: The Company is required to pay


gratuity under The Payment of Gratuity
Act 1972. The liability for gratuity, being
a defined benefit plan, is determined by
an independent actuary at each balance
sheet date and actuarial gains/ losses
are charged to the revenue account or
profit & loss account as the case may be.

The Company has adopted the Revised AS


15 issued by ICAI. Accordingly, all short
term employee benefits are accounted on
undiscounted basis during the accounting
period based on services rendered by the
employees.

Provident Fund : The Companys liability


towards provident fund - a defined
contribution plan, is accrued at the
prescribed rates.

Leave Entitlement : The Companys liability


towards leave entitlement benefits is
accounted for on the basis of an actuarial
valuation at each balance sheet date
carried out by an independent actuary and
the actuarial gains/ losses are charged
to the revenue account or profit & loss
account as the case may be.

(a) Defined Contribution plan: The amount


recognize as an expense during the year is
Rs.33,826,927/-

42

(b) Defined Benefit plan:


Particulars

Gratuity (in Rs.)

Earned Leave (in Rs.)

2007-08

2006-07

2007-08

2006-07

Opening obligation as at 01.04.2007

5,831,379

4,980,759

6,009,865

2,271,830

Service cost

8,036,337

1,813,682

2,825,164

4,626,264

Change in Defined Benefit Obligation:

Interest cost : ( not ascertain, however included in service cost )


Actuarial (gains)/ losses
Benefits paid
Present value of the defined benefit obligation at 31.03.08 (A)

2,164,716

963,062

2,925,257

888,229

11,703,000

5,831,379

5,909,772

6,009,865

5,831,379

Change in Plan Asset:


Opening plan assets, at fair value as at 01.04.2007
Expected return on plan assets

714,648

5,156,973

5,831,379

11,703,000

5,831,379

Service cost

8,036,337

1,813,682

2,825,164

4,626,264

Interest cost

Actuarial (gain)/ losses


Contributions
Benefits paid
Fair value of plan assets at 31.03.2008
Cost for the year ended 31.03.2008

Expected return on plan assets

714,648

7,321,689

1,813,682

2,825,164

4,626,264

Present value of defined benefit obligation at 31.03.08

11,703,000

5,831,379

Fair value of plan assets at 31.03.08

11,703,000

5,831,379

8.70%

8.25%

8.70%

8.25%

Salary escalation rate

5.00%

5.00%

5.00%

5.00%

Estimated rate of return on plan assets

8.00%

7.50%

Actuarial (gains)/ losses


Total net cost recognised as employee remuneration
Reconciliation of Benefit Obligation & Planned Assets for the period

Net asset/ liability as at 31.03.08 recognised in Balance Sheet


Investment details of plan assets:
The plan assets are invested in insurer managed funds
Assumptions:
Discount rate

J. IMPAIRMENT OF ASSETS

which an asset is identified as impaired.


The recoverable amount is greater of the
assets net selling price and value in use.
In assessing value in use, the estimated
future cash flows as a cash generating
unit are discounted to the present value.
A previously recognized impairment loss
is further provided or reversed depending
on changes in circumstances.

The carrying amounts of assets are


reviewed, at each Balance Sheet date, if
there is any indication of impairment based
on internal / external factors. An asset
is treated as impaired when the carrying
cost of asset exceeds its recoverable
value. An impairment loss is charged to
Profit and Loss Account in the year in
43

K. TAXATION

Provision for current tax is made on the


basis of estimated taxable income for the
current accounting year in accordance
with the provisions of Income Tax Act,
1961.

The deferred tax for timing differences


between the book and tax profits for the
year is accounted for, using the tax rates
and laws that have been substantively
enacted as at the balance sheet date.

Deferred tax assets arising from timing


differences are recognized to the extent
there is virtual certainty that these would
be realized in future.

Fringe Benefit Tax is provided in accordance


with the provisions of the Income Tax Act,
1961.

Wealth Tax is provided in accordance


with the provisions of the Wealth Tax Act,
1961.

L. CASH FLOW STATEMENT


Cash flow are reported using the indirect


method, where by net profit before tax is
adjusted for the effects of transaction of
a non cash nature and any deferrals or
accruals of past or future cash receipts
or payments. The cash flow has regular
revenue
generating,
investing
and
financing activities of the company are
segregated.

M. CONTINGENT LIABILITIES

Contingent Liabilities are not provided for


and are disclosed by way of notes.

II. NOTES ON ACCOUNTS


31.03.2008
Rs.

Particulars

31.03.2007
Rs.

1. Contingent Liabilities not provided for:


i) Claims against the Company not acknowledged as debts
Disputed tax demands
ii) Corporate Guarantees to related parties
iii) Counter Guarantees in respect of Bank Guarantees
2. Based on the information / documents available with
the Company Sundry creditors include total outstanding
dues to small scale undertakings
Name of the SSI parties to whom the company owe any sum
outstanding for more than thirty days but not overdue:
BLR Knits Pvt. Ltd., Harshine Knitters, J.P. Kumar Socks,
K.S.Tapes, Mangala Art Printers, N.R.Containers, Raj Fabs,
Sans Crainters Knitters, S.A.N.S Flexi Packs, Sprint Print,
R.K.Packers, Suman Packing Products, Benaka Mudrana,
Fine Print Pvt Ltd., Hallmark Fabrics, Kamalam Handlooms
Pvt Ltd., Kamsri Flex Forms Pvt Ltd., Pattabi Enterprises,
Shveta Offset Printers,Shreya Print, Solution 4 Retail Pvt
LTd., Sree Print Packs Products, Star Plastic and Stikon.
44

278,118

278,118

15,000,000

15,000,000

9,050,000

9,050,000

22,929,943

15,291,092

31.03.2008
Rs.

Particulars

31.03.2007
Rs.

The above information has been compiled from the information


available with the Company as to their status as SSIs. There
are no vendors covered under the MSMED Act, 2006
3. Deferred Tax Liability / (Assets) at the year end comprise
timing differences on account of:
Deferred tax liablity
26,583,458

8,347,075

26,583,458

8,347,075

i) Leave encashment

2,008,731

ii) Bonus

1,332,986

iii) IPO Expenses

6 ,939,154

10,280,871

Net Profit as disclosed in Profit & Loss account

344,055,409

259,024,504

Less: Tax thereon

105,885,671

88,755,499

Net Profit attributable to Equity Share Holders

238,169,738

170,269,005

11,153,874

3,965,526

10

10

21.35

42.94

8,640,000
9,360
315,959

9,000,000
9,360
180,000

Audit Fees

749,600

573,440

Tax Audit Fees

150,000

100,000

Professional Fees

179,776

13,034

21,150

1,092,410

694,590

i) Diff in book depreciation and IT depreciation


Total
Deferred tax asset

Total
4. Earnings per Share (EPS) is calculated as under:
i) Numerator -

ii) Denominator Weighted average number of Equity


Shares outstanding
- Basic & Diluted
iii) Nominal value of Shares (in Rs.)
iv) E.P.S at Rs. 10 per share (Basic and Diluted)
5. Directors Remuneration
- Salary
- Contribution to PF
- Perquisites
6. Details of Auditors Remuneration
Payments to Statutory Auditors:

Expenses reimbursed
Total

7. During the year company has incurred an IPO expenses Rs. 1,890,258/- (80,419,927)
and which reduced from share premium account.
45

8.

Statement of utilization of IPO funds as of March 31, 2008


Particulars

Amount in Rs.
2007-08

Amount raised through IPO

508,447,440

Share Issue Expenses paid

82,310,185

Net Proceeds

426,137,255
Deployment

Bommasandra Manufacturing Facility

106,840,018

Existing Plant Expansion Begur Road

46,580,000

Garter & Socks Expansion

15,255,214

SAP Implemention

5,352,535

Brand Building Project

49,332,921

Invested in FMPs, Bank FDs and Bank Account - Pending for utilization
9.

202,776,567

Disclosure in respect of Related Parties pursuant to Accounting Standard 18:


i)

List of Related Parties:


a)








Companies where significant influence exist


Trigen Apparel Private Limited
GTVL Industries Inc.,
Page Garment Exports Private Limited
Trigen Resources
Genco Holdings Private Limited


b) Key Management Personnel and enterprises having common key management personnel


Sunder Genomal

c) Relative of key management personnel


Shamir Genomal


Vignesh Genomal

46

ii) During the year following transactions were carried out with the related parties in the
ordinary course of business:
(in Rs.)

Sales, Service and other income


Page Garment Exports Private Limited
- Sales

Key Management
Personnel

Enterprise
having common
Key Management
Personnel &
Relatives

Associates

Fellow
Subsidiaries

Transaction/
Nature of Relationship

Holding

1,788,632
(669,071)
726,128
( NIL )
3,121,582
(2,434,122)
2,64,375
( NIL )

- Factory Rent
- Interest Received
- Other Income
Purchase of goods and services
Trigen Apparel Private Limited

NIL
(11,002,410)
38,998,663
(32,682,193)
6,958,270
(1,834,345)

Genco Holdings Private Limited


Page Garment Exports Private Limited
Purchase of fixed assets
Trigen Apparel Private Limited

(Nil)
(23,193,663)

Staff Welfare / Salaries


Vignesh Genomal

NIL
(116,400)
NIL
(116,400)

Shamir Genomal
Directors Salary, Remuneration & Perquisites
Sunder Genomal

8,965,319
(9,189,360)

Guarantees Provided for


Page Garment Exports Private Limited

15,000,000
(15,000,000)

Outstanding balances
Amount receivable :Page Garment Exports Private Limited

26,318,719
(25,995,483)
33,459,997
(10,626,199)
68,157
(841,776)

Genco Holdings Private Limited


Trigen Apparel Private Limited
Amount Payable :Trigen Resources

3,547,618
(3,547,618)
Nil
(12,566)

GTVL Mafg. Industries Inc.

47

- The above transactions do not include reimbursement of expenses, which are accounted
in the natural heads of accounts.
- No amount in respect of the related parties have been written off/back/are provided
for during the year.
- Related party relationship have been identified by the management and relied upon by
the auditors.
10.

Additional information as required under Para 3, 4C and 4D


of Part II of Schedule VI to the Companies Act, 1956.

2007-08

2006-07

A) Licensed and installed capacity:


(As certified by the management)
Garments (in Pcs)
Licensed capacity

Not applicable

Not applicable

Installed capacity

31,003,000

21,854,400

Not applicable

Not applicable

1,008,000

504,000

Not applicable

Not applicable

3,780,000

1,890,000

Socks (pairs in Pcs)


Licensed capacity
Installed capacity ( on three shift basis )
Garter (in Mtrs)
Licensed Capacity
Installed capacity ( on three shift basis )

Note : The above information is assessed by the management and relied by the auditors being
a technical matter

B) Particulars in respect of production:


Description

Qty ( Nos.)
2007-08

Qty ( Nos.)
2006-07

28,529,110

23,136,705

1,208,950

743,059

174,368

76,473

Round neck / Collar T Shirts

2,039,059

1,417,348

Socks ( boughtout & repacked )

281,594

383,546

Socks ( Production )

484,376

345,013

Factory Seconds ( all the above categories )

844,991

605,045

33,562,448

26,707,189

Innerwear
Woven Shorts
Knitted Shorts

Total

Note : Above Production quantities includes production through job-workers.


48

C) Particulars in respect of Opening Stock, Sales and Closing Stock : (Previous Years figures in brackets)
Description

Innerwear

Opening
Stock

Value

Sales

Value

Closing
Stock

Value

Qty (Nos.)

(Rs.)

Qty (Nos.)

(Rs.)

Qty (Nos.)

(Rs.)

3,662,960

120,672,592

(1,806,962)

(60,771,851)

1,428,617,669

5,070,234

186,418,276

(21,280,707) (1,033,492,212)

(3,662,960)

(120,672,592)

Woven shorts

122,458

10,835,958

1,097,812

167,351,283

233,596

22,830,776

(83,135)

(7,461,274)

(83,135)

(105,424,589)

(122,458)

(10,835,958)

16,265

1,549,818

152,679

26,456,067

37,954

4,500,012

(15,294)

(1,482,920)

(75,502)

(12,403,815)

(16,265)

(1,549,818 )

Round neck/Collar T-shirts

280,582

23,947,264

1,784,757

226,489,346

534,884

39,853,336

(145,640)

(11,276,167)

(1,282,406)

(153,505,114)

(280,582)

(23,947,264)

Socks

137,910

5,312,293

828,050

42,048,379

75,830

2,139,752

(42,260)

(1,299,367)

(632,909)

(29,530,763)

(137,910)

(5,312,293)

Factory seconds

583,745

26,797,132

844,252

32,388,695

584,484

42,821,694

(185,455)

(9,623,117 )

(206,755 )

(24,829,049 )

(583,745)

(26,797,132 )

1,710

106,020

1,250

126,250

460

28,520

Knitted shorts

Caps

TOTAL
PREVIOUS YEAR

27,121,836

(3,790)

(234,980)

(2,080)

(209,257)

(1,710)

(106,020)

4,805,630

189,221,077

31,830,636

1,923,477,689

6,537,442

298,592,366

(2,282,536 )

(92,149,676 )

(23,563,494 ) (1,359,394,799 )

(4,805,630 )

(189,221,077)

D) Value of Raw material and packing material consumed during the year
Description
Year ended 31.03.2008
Year ended 31.03.2007
Units
Qty
Value (Rs.)
Qty
Value (Rs.)
a. Imported:
Woven fabric
--------Trims
--------Bra accessories
--29,163,727
--6,664,834
Labels
--------TOTAL
b. Indigenous:
Yarn
Woven fabric
Elastic
Others
TOTAL
c. Bought outs:
Indigenous:
Socks
Finished Garments
Round neck/
Collar T-shirts
TOTAL
Grand Total (a+b+c)

Kgs
Mtrs
Mtrs

29,163,727

---

6,664,834

2,608,270
391,116,588
469,076
99,544,085
11,755,003
61,360,152
--173,976,686
14,832,349 725,997,511

1,137,514
291,747
4,740,209
--6,169,470

332,741,590
37,913,220
73,955,065
124,774,030
569,383,905

9,843,239
6,445,491

218,231
---

13,188,191
---

--16,288,730

--218,231

--13,188,191

771,449,968

6,387,701

589,236,930

Nos.
Nos.

281,594
151,916

Nos.

--433,510
15,265,859
49

E) Percentage of consumption of raw materials and packing materials


Particulars

31.03.2008

Percentage

31.03.2007

Percentage

742,286,241

96.22%

582,572,096

98.87%

29,163,727

3.78%

6,664,834

1.13%

771,449,968

100.00%

589,236,930

100.00%

3,180,874

3,690,225

Raw materials

20,051,438

13,827,126

Capital Goods

46,624,001

33,946,225

68,478,964

46,705,660

Travelling expenses

860,873

1,057,905

IPO Expenses

305,475

36,561

NIL

Sales Promotion

7,990

NIL

Directors Salary

1,924,299

1,040,386

20,000

NIL

Branch expenses

NIL

546,825

Staff Welfare (training expenses)

NIL

64,135

Dividend

NIL

43,364,350

3,917

41,277

Indigenous
Imported
Total

F) Earnings in foreign currency during the year


F.O.B Value of exports
G) C.I.F Value of imports

H) Expenditure incurred in foreign currency (accrual)


Royalty (Accrual basis)

Registration & Renewals

Directors Sitting Fee

Rates & Taxes


I) Remittance in foreign currency

Particulars

No. of shares held


by non-resident
shareholders of face
value Rs 10/-

No. of nonresident
shareholders

Rupees

Dividend
Pertaining
to Financial
Year

Remittance on account of
1st Interim Dividend

61

8,671,288

52,027,728

2007-08

2nd Interim Dividend

47

8,732,828

34,931,312

2007-08

(3)

(236,535)

(43,364,350)

2006-07

Interim Dividend

50

11. Leases:
The Company has taken on operating lease certain immovable properties under cancelable/
non-cancelable lease, which are renewable on a periodical basis at the option of the lessor and the
lessee. The minimum lease rentals payable under the non-cancelable lease are as follows:
Particulars

Up to one year
One year to five years
More than five years
12. Loans & Advances
management.

31.03.2008
(Rs.)

31.03.2007
(Rs.)

25,480,156
48,943,564
3,284,553

8,190,837
764,400
3,197,008

include the following amount due from companies


Outstanding

2007-08

under the same

Maximum O/s

2006-07

2007-08

2006-07

a) Page Garments Exports Pvt Ltd., 26,318,719 25,995,483

30,456,423

25,995,483

b) Genco Holdings Pvt Ltd.,

53,385,972

20,113,341

c) Trigen Apparel Pvt Ltd.,


d) GTVL Mfg. Inds Inc.

33,459,997 10,626,199
68,157

841,776

841,776

18,964,492

NIL

NIL

NIL

1,274,835

13. Debts due from directors or other officers of the company at any time during the year : NIL
14. Segmental Information
The Company operations relate to only one segment of manufacture of garments. Hence there are no
reportable segments as required by AS-17
15. Balances in Debtors, Creditors and other third parties are subject to confirmation and
reconciliation.
16. Figures of previous year have been regrouped / rearranged wherever necessary to confirm to
current years presentation and are indicated in brackets.
Signature to Schedules A to R
For and on behalf of the board

Sunder Genomal
(Managing Director)
Place : Bangalore
Date : 2nd June, 2008

V Sivadas
(Director)

As per our report of even date attached


For HARIBHAKTI & Co.,
Chartered Accountants
R Vijayakumar
Sunil Birla
(Company Secretary)
Partner
Mem.No. 202226
Place : Bangalore
Date : 2nd June, 2008

51

BALANCE SHEET ABSTRACT AND COMPANY`S GENERAL BUSINESS PROFILE


I REGISTRATION DETAILS
Registration No. :

16554 of 1994

State Code : 08

Balance Sheet Date:

31st March, 2008

II CAPITAL RAISED DURING THE YEAR ( AMOUNT IN RS.THOUSANDS )

III

Public Issue : Nil

Rights Issue : Nil

Bonus Shares : Nil

Private Placement : Nil

POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS ( AMOUNT IN RS.THOUSANDS )

Sources of Funds
Application of Funds
IV

Total Liabilities : 1,172,341

Total Assets : 1,172,341

Paid up Capital : 111,539

Reserve & Surplus : 662,214

Secured Loans : 372,005

Deferred tax liability : 26,583

Net Fixed Assets : 436,308

Investments : 299,785

Net Current Assets : 425,967

Deferred tax Assets : 10,281

PERFORMANCE OF THE COMPANY ( AMOUNT IN RS.THOUSANDS )


Turnover ( Gross Revenue ) : 1,968,320

Total Expenditure : 1,748,042

Profit/Loss before Tax ( + /- ) : 344,055

Profit/Loss after Tax ( + /- ) : 238,170

Earnings per share in Rupees : 21.35

Dividend Rate : Rs. 10.00 per Share

GENERIC NAME OF THREE PRINCIPAL PRODUCTS / SERVICES OF COMPANY


( AS PER MONETARY TERMS )
Item Code No. ( ITC Code )

6107.11

Description

Mens or Boys singlets & other


Vests,Underpants & Briefs

Item Code No. ( ITC Code )

6108.21

Description

Womens or Girls singlets & other


Vests, Slips, Petticoats, Briefs and panties

Item Code No. ( ITC Code )

6105.10

Description

Mens or Boys T - Shirts

Item Code No. ( ITC Code )

6106.30

Description

Womens or Girls T -Shirts

Item Code No. ( ITC Code )

6207.10

Description

Mens or Boys underpants & Briefs

Item Code No. ( ITC Code )

6203.42

Description

Mens or Boys Woven Shorts

For and on behalf of the Board


Sunder Genomal
(Managing Director)

V Sivadas
(Director)

R Vijayakumar
(Company Secretary)

Date : 2nd June, 2008


Place : Bangalore
52

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Registered & Corporate Office: Abbaiah Reddy Industrial Area, Jockey Campus
No.6/2 & 6/4, Hongasandra, Begur Hobli, Bangalore - 560 068.

PROXY FORM
I / We ................................................................................................................................................................
of ................................................................................................................being a Member/Members of
the above named Company hereby appoint .........................................................................................of
......................................................................... or failing him ......................................................................
of .....................................................................................................as my / our proxy to vote for me / us on
my/our behalf at the 13th ANNUAL GENERAL MEETING of the Company to be held on Saturday, the 26th July,
2008 at 11.30 a.m. at the Chancery, Lavelle Hall, 10/6, Lavelle Road, Bangalore - 560 001.
Affix
Re. 1/Revenue
Stamp

Signed this ........ day of ............., 2008

(Signature of the Member)

Folio No. / DP & Client ID No. .................................. & No. of Shares ...............................
Note : Proxies must reach the Companys Registered Office not less than 48 hours before the time fixed for the Meeting.

Registered & Corporate Office: Abbaiah Reddy Industrial Area, Jockey Campus
No.6/2 & 6/4, Hongasandra, Begur Hobli, Bangalore - 560 068.

ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.
I hereby record my presence at the 13th ANNUAL GENERAL MEETING held on Saturday, the 26th July, 2008
at The Chancery, Lavelle Hall, 10/6, Lavelle Road, Bangalore - 560 001.

Name of Shareholder in BLOCK LETTERS : ....................................................................................................


Folio No. / DP & Client ID No. ..................................... & No. of Shares .................................

......................................................................
Signature of the Shareholder / Proxy

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