Annual Report-FY 2012-13 - Timex Group India

The Board met six times during financial year 2012-2013 on 31 May 2012, 3 August, 2012 19 October 2012, 30 October2012, 30 January, 2013 and 31 January, 2013 to consider amongst other business matters, the quarterly performance of theCompany and financial results. Directors attending the meeting actively participated in the deliberations at these meetings.Board/ General Meetings and AttendanceDetails of attendance of Directors at various Board Meetings and at the Annual General Meeting held during thefinancial year 2012-13 is as under:Name No. of Meetings attended Attendance at last AGMMr. M K Bandyopadhyay - -Mr. Daya Dhaon 6 YesMs. Gagan Singh 6 YesMr.Pradeep Mukerjee 5 YesMr. Bijou Kurien 5 YesMr. Kapil Kapoor 6 YesMr. V.D. Wadhwa 5 YesMr. Arthur Morissette 3 Yes1. Mr. M K Bandyopadhyay has been appointed as an Acting Managing Director w.e.f 1 February, 20132. Mr. V.D. Wadhwa, Mr. Arthur Morissette and Mr. Kapil Kapoor resigned with effect from 31 January 2013,1 March 2013 and 30 May 2013 respectively.BOARD COMMITTEESDetails of the role and composition of Board Committees constituted as per requirements of Clause 49 of the ListingAgreement, including number of meetings held during the financial year and attendance thereat are provided below:(a) Audit CommitteeThe Audit Committee of the Company was constituted in July 1999 in line with the provisions of Clause 49 of the ListingAgreement with the Bombay Stock Exchange read with Section 292A of the Companies Act, 1956. The CompanySecretary of the Company acts as the Secretary of the Committee.The Company has adequately qualified and independent Audit Committee. Currently, Audit Committee comprises offive Directors: Mr. Gary Piscatelli, Mr. Daya Dhaon, Ms. Gagan Singh, Mr. Pradeep Mukerjee and Mr. Bijou Kurien.Four of the five members on the Committee are independent. The Committee is chaired by Ms. Gagan Singh, who is anindependent Director having vast experience and expertise in the area of finance and accounts.The charter of role and responsibilities of the Audit Committee includes the following major areas; Reviewing the adequacy of internal control system and the Internal Audit Reports, and their compliance thereof. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure thatthe financial statements are correct, sufficient, and credible. Recommending the appointment of external auditors and fixation of their audit fee, and also approval for paymentfor any other services Reviewing with Management the quarterly and annual financial statements before submission to the Board, focusingprimarily on: Any changes in accounting policies and practices. Major accounting entries based on exercise of judgment by management. Significant adjustments arising out of audit. Qualifications in draft audit report. The going concern assumption. Compliance with accounting standards. Compliance with stock exchange and legal requirements concerning financial statements. Any related party transactions i.e. transactions of the Company of material nature, with promoters or themanagement, their subsidiaries or relatives etc, which may have potential Conflict with the interests ofCompany at large.15