Annual Report-FY 2012-13 - Timex Group India

a challenging work environment and encourage high performance, ownership and team work. Your company believes that awinning culture is essential to its success. This begins with the way employees are treated, protecting their health and safety,rewarding their performance, developing their potential, seeking their counsel and promoting diversity and inclusiveness. Tosupport this, your company has established the principles of good labor standards, equal opportunity for employment, ethicalwork environment, respect and health regard for diversity and believes in following a code of conduct in order to further cultivatea culture of social responsibility at all levels.Your Company comprises a small team of professionals, who are result oriented, committed and loyal. As on 31 March 2013, yourCompany had 318 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 statement ofparticulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the said statementmay 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 fromthose expressed or implied in the statements. The important factors that could influence the Company’s operations include demandand supply conditions affecting sale price of finished goods, input availability and prices, changes in government regulation, taxlaws, 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 31 March2013, 32359 no. of shareholders representing 97.02% 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, Mr. DayaDhaon retires by rotation as a Director of the Company, and being eligible,offers himself for re-appointment.Mr. Gary Piscatelli was appointed as an Additional Director during the year to hold office up the date of forthcoming shareholdersmeeting. Mr. Piscatelli has been subsequently appointed as Chairman of the Board of Directors pursuant to the provisions ofArticles of Association of the Company. Your Company has received a notice from shareholder seeking his appointment as aDirector of your Company pursuant to section 257 of the Companies Act 1956.Mr. M.K. Bandyopadhyay was appointed as an Additional Director of the Company to hold office up to the date of the forthcomingshareholders meeting. Mr. Bandyopadhyay was subsequently appointed as Acting Managing Director of the Company in place ofMr. V D Wadhwa who resigned from the directorship and the post of Managing Director with effect from 31 January 2013. YourCompany has received a notice from a shareholder seeking his appointment as a Director of your Company pursuant to section257 of the Companies Act 1956.Mr. Kapil Kapoor and Mr. Arthur Morissette resigned from the directorship of the Company with effect from 30 May 2013 and1 March 2013 respectively.DIRECTORS 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 accounting standardshas 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 estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financialyear 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 accordance withthe provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud 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 with acertificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.10