Annual Report-FY 2012-13 - Timex Group India

(c) Risk Management: The Company has laid down procedures so as to ensure that the executive management controlsrisk through means of a properly defined framework and to inform the Board members about the same and has engagedthe services of a leading Chartered Accountant’s firm to carry out this activity on a regular basis and inform the Boardmembers about the risk assessment and minimization procedures.(d) Secretarial Audit : Pursuant to Clause 47( c ) of the Listing Agreement with the Stock Exchanges, certificates on halfyearlybasis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities bythe Company. Pursuant to SEBI (Depositories and Participants) Regulations, 1996 certificates have also been receivedfrom a Company Secretary-in-Practice reconciling the total shares held in both the depositories, viz. NSDL and CDSLand in physical form with the total issued / paid-up capital of the Company and submitted the same to the StockExchanges where the securities of the Company are listed within 30 days of the end of each quarter.(e) Disclosure of Accounting Treatment: The Company follows Accounting Standards issued by the Institute of CharteredAccountants of India and in the preparation of financial statements; the Company has not adopted a treatment differentfrom that prescribed in any Accounting Standard.(f) CEO/CFO Certification : The Managing Director (CEO) and Chief Financial Officer(CFO) have placed before theBoard of Directors a certificate relating to the financial statements, in accordance with clause 49 (V) of the ListingAgreement for the financial year ended 31 March 2013 which is annexed hereto.DIRECTORS’ REMUNERATIONNon Executive Directors including Independent Directors do not have any pecuniary relationships or transactions with theCompany. However, they were paid only the sitting fees for attending the meetings of the Board of Directors or Committeeswithin the limits as prescribed under the Companies Act, 1956. Further, there were no other pecuniary relationships ortransactions of the Non Executive Directors vis-à-vis the Company.Remuneration of Executive Directors is decided by the Board of Directors, subject to the approval of shareholders, based onrecommendation of Remuneration Committee.Remuneration paid to the Managing Director for the year ended 31 March 2013 and the disclosure as per the requirementsof Schedule XIII of the Companies Act, 1956, are as follows:Break up of Remuneration paid Mr. M.K. Bandyopadhyay Mr. V.D. WadhwaBasic Salary and Allowances 961668 5588480Perquisites 166666 1233333Performance Bonus - 1589402Retiral Benefits 123984 6550202Total 1252318 14961417MEANS OF COMMUNICATIONWebsite, where results are : The financial results are displayed on www.timexindia.comQuarterly/Annual Results : Financial Results are published in the Newspapers as required under the ListingAgreement.Newspaper in which results : The Business Standard, Business Standard, Vernacular published (Hindi) Newspaper.are normally PublishedWhether Management : YesDiscussion & Analysis is apart of the Annual ReportAll Financial Results and other material information about the Company are promptly sent through fax/email to the BombayStock Exchange and the same is then either hand delivered or sent by courier to the respective Stock Exchange.18