Annual Report-FY 2011-12 - Timex Group India

has sharpened its bell curve to improve the differentiation between high and low performers and inculcated a performancedriven culture which will help drive more profitable growth.Your Company comprises a small team of professionals, who are result oriented, committed and loyal. As on 31 March 2012,your Company had 312 employees on the Company rolls.Attracting and retaining the bright talent and improvement in the quality of manpower at retail stores are identified as keychallenges and being addressed accordingly through various training initiatives and retention tools.The information required as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particularsof Employees) Rules, 1975 is annexed herewith forming part of this report. However, as per provisions of Section 219 (1) (b)(iv) of the Companies Act, 1956, only the report and accounts are being sent to all the shareholders excluding the statementof particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the saidstatement may write to the Company Secretary at the Registered Office address of the Company.CAUTIONARY STATEMENTStatements in the Management Discussion and Analysis, outlining the Company’s objective, expectations or predictions may be‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from thoseexpressed or implied in the statements. The important factors that could influence the Company’s operations include demand andsupply conditions affecting sale price of finished goods, input availability and prices, changes in government regulation, tax laws,economic developments within the country and abroad and such other factors such as litigation and industrial relation etc.DEMATERIALISATIONSince year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on date,30988 number of shareholders representing 96.97% of the Equity Share are holding shares in the dematerialized form.DIRECTORSIn accordance with Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Ms. GaganSingh retires by rotation as a Director of the Company and being eligible offer herself for re-appointment.Mr. V. D. Wadhwa was appointed as the Managing Director of the Company with effect from 29 April 2010 for a period of twoyears up to 28 April 2012. The Board of Directors on the recommendation of the Remuneration Committee approved reapointmentof Mr. V.D. Wadhwa as the Managing Director of the Company for a further period of two years commencing from29 April 2012 subject to the approval of shareholders and such other approval as may be required.Mr. Bijou Kurien was appointed Additional Director during the year to hold office up the date of forthcoming shareholdersmeeting. Your Company has received a notice from shareholder seeking his appointment as a Director of your Companypursuant to section 257 of the Companies Act, 1956.Mr. Arthur Joseph Morissette was appointed Additional Director during the year to hold office up the date of forthcomingshareholders meeting. Your Company has received a notice from shareholder seeking his appointment as a Director of yourCompany pursuant to section 257 of the Companies Act, 1956.Mr. Frank Sherer, Director of the Company resigned on 27 January 2012. The Board wishes to place on record their appreciationfor the valuable guidance provided by Mr. Sherer during his DirectorshipDIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:(i) That in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accountingstandards has been followed along with proper explanation relating to material departures.(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period.(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.(iv) That the Directors have prepared the Annual Accounts on a going concern basis.CORPORATE GOVERNANCEAs per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together witha certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.11