Annual Report-FY 2012-13 - Timex Group India

BOARD OF DIRECTORS(a) Composition of the BoardThe Composition of the Board of Directors of the Company is in conformity with the requirements of Clause 49 ofthe Listing Agreement. Currently, the Board of Directors consists of six Directors. All the Directors are well qualifiedprofessionals in their respective arenas. The composition and the category of Directors on the Board of the Companyis as under:Names of the Directors Category Numberof SharesheldMr. Gary PiscatelliChairman and Non-Executive Director13No. of Directorshipheld inother PublicCompanies (1)*No. of Membership/Chairmanship in otherBoard Committees (2)*Membership ChairmanshipNil Nil Nil NilMr. M K Bandyopadhyay Acting Managing Director Nil 1 1 -Mr. Daya Dhaon Non- Executive-Nil - - -Independent DirectorMs. Gagan Singh Non- Executive-Nil - - -Independent DirectorMr. Pradeep Mukerjee Non- Executive-Nil - - -Independent DirectorMr. Bijou Kurien Non- Executive-3800 4 - -Independent DirectorMr. Ryan Todd Roth Alternate Director toMr. Gary PiscatelliNil - - -*As on 31st March, 20131. Does not include directorships / committee position in Companies incorporated outside India, Private LimitedCompanies and the Companies registered under Section 25 of the Companies Act, 1956.2. Only Audit Committee and Shareholders Grievance Committee have been considered for the purpose of ascertainingno. of membership & Chairmanship of Committee across all the public companies.(b) Appointment/ Re-appointment of Director(s)In terms of the provisions of the Companies Act, 1956 (the “Act”) and the Articles of Association of the Company,Mr. Daya Dhaon will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself forre-appointment.Pursuant to the provision of Section 260 and other applicable provisions of the Companies Act, 1956 and Article 103 (a)and 106 of the Articles of Association of the Company, the Board of Directors of the Company have appointed Mr. GaryPiscatelli as an Additional Director and Chairman of the Company effective 9 April 2013 and 30 May 2013 respectively.Further, pursuant to the provisions of Section 260 and other applicable provisions of the Companies Act, 1956 and Article103 and 106 of the Articles of Association of the Company and subject to the approval of members of the Company, theBoard of Directors have appointed Mr. M.K. Bandyopadhyay as Additional Director and Acting Managing Director ofthe Company with effect from 1 February 2013 in place of Mr. V.D. Wadhwa who resigned as the Managing Directorof the Company with effect from 31 January 2013.Mr. Kapil Kapoor had resigned as the Director of the Company with effect from 30 May 2013. Mr. Arthur Morissetteresigned as Director of the Company with effect from 1 March 2013.