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Directors Report of Timex Group India Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-seventh Annual Report and Audited Statement of Accounts for the year ended 31 March 2015.

FINANCIAL RESULTS Rs. in Lakh

2014-2015 2013-2014

Revenue from operations (including 14,243 12,367 other income)

Profit before Interest and Depreciation (792) (2,947)

Less: Interest 253 117

Less: Depreciation 224 234

Add: Exceptional item 171 -

Profit/ Loss for the year (1,098) (3,298)

Your Company has grown during the financial year 2014-2015 by 15% over the previous year and the losses have reduced by 66% over the previous year. This has been possible due to the initiatives taken in the previous years to reposition its brand, rationalizing the spends, improving the product portfolio, improvement in merchandising and retailing presence and improved employee productivity.

Your Company continues to pursue its strategy to reposition TIMEX as American, Iconic brand. The Company celebrated group''s 160th anniversary during the year. On the occasion, the Company felicitated Indian football icon Mr. Bhaichung Bhutia and World and Olympic champion Mr. Abhinav Bindra with its exclusive limited Waterbury collection.

The Company also forayed into the wearable segment in Q1 of the current financial year with the launch of its smart watch and fitness band-Move x20 and Run x20 GPS to cater to the current age of fitness enthusiasts and tech-savvy audience.

The Company laid great emphasis to connect well with the consumers during the year by establishing brand stores on various e-commerce platforms besides setting up its franchisee stores ''Timex World'' and ensuring its presence in NTO/ MBO''s. Your Company started the Timex Call centre to address consumer queries.

Your Company won Gold in highly acclaimed POPAI awards held in February 2015 for its Indiglo retail concept. POPAI is a global platform to promote world-class retail practices. Incorporated in the USA in 1936, POPAI has now more than 1700 members worldwide covering 40 countries.

The Company continues to focus on the improvement of top and bottom line financial growth performance and to tap the overall optimism in the Indian economy with a renewed vigour and enthusiasm while ensuring good corporate governance practices.

Dividend

In view of the losses for the year ended March 31, 2015 and accumulated losses, the Board of Directors of your Company is constrained not to recommend any dividend for the year under review.

DIRECTORS

Composition

Your Company has eight (8) Directors consisting of four (4) Independent Directors, three (3) Non Executive Directors and One (1) Managing Director.

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the company. Your Company has two woman Directors on the Board of the Company - Ms. Gagan Singh since 31 January 2007 and Ms. Sharmila Sahai since 18 November 2013.

Appointment/ Resignation from the Board of Directors

Mr. Ryan Todd Roth was appointed as an Additional Director and Vice Chairman with effect from 13 November, 2014.

Further, Mr. Colin Davis Arsenault was appointed as an Additional Director and Chairman of the Company with effect from 21 May 2015.

They hold the office until the forthcoming Annual General Meeting. The Company has received requisite notice pursuant to Section 160 of the Companies Act, 2013 from the members of the Company proposing Mr. Ryan Todd Roth and Mr. Colin Davis Arsenault as Directors of your Company.

Mr. M K Bandyopadhyay and Mr. Robert Obed Barberi resigned from the directorship with effect from 20 November, 2014 and 27 February, 2015 respectively.

Further, in accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Malhotra retires by rotation as a Director of the Company, and being eligible, offers himself for re-appointment.

Appointment / Resignation of Key Managerial Personnel

Mr. Amit Jain has been appointed as Chief Financial Officer of the Company with effect from 2 March, 2015.

Mr. M.K. Bandyopadhyay, whole time director resigned with effect from 20 November, 2014.

Declaration by the Independent Director

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Number of meeting of Board of Directors

The Board met five times during financial year 2014-2015 on 29 May, 2014, 14 August, 2014, 13 November, 2014, 29 January, 2015 and 2 March, 2015 to consider amongst other business matters, the quarterly performance of the Company and financial results. Directors attending the meeting actively participated in the deliberations at these meetings.

COMMITTEES OF THE BOARD

Your Company has constituted various committees pursuant to the requirement of Listing Agreement and Companies Act 2013. Your Company has the following committees of the Board-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Share Transfer Committee

5. Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the Company which forms part of this Annual Report.

REMUNERATION POLICY

The policy of the Company on Director appointments and remunerations, including interest for determining qualification positive atribute independence of the directors and other matter provided under sub-section (3) of section 178 of the Companies Act 2013 adopted by the board, is attached as Annexure A.

EMPLOYEE REMUNERATION

Statement pursuant to the requirement of Section 197 (12) read with Rule 5 of Companies (Appointment and Remuneration) Rules, 2014 is attached as Annexure B.

FORMAL ANNUAL EVALUATION

1. Nomination and Remuneration Committee of the Board had prepared draft parameterized feedback forms for evaluation of the Board, Board Committees, Directors and Chairman.

2. Independent Directors at a meeting without anyone from the non independent directors and management, considered/ evaluated the Board''s performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant director)

VIGIL MECHANISM

Your Company has implemented a Whistle Blower Policy to provide a mechanism for employees / Board Members and others to raise good faith concerns about violation of any applicable law/ Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behavior and to protect the individuals who take such actions from retaliation or any threat of retaliation and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time.

None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the Company at the following link: www.timexindia.com

POLICY ON PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and b) Code of Fair Disclosure. The Company''s Code, inter alia, prohibits purchase and/or sale of shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods.

FAMILIARISATION PROGRAMME

The details of familiarization programmes arranged for the Independent Directors have been disclosed on the website of the company and are available at the following link-www.timexindia.com

LOANS AND GUARANTEE U/S 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable

PARTICULAR OF CONTRACT AND ARRANGEMENT U/S 188

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions except the transactions that were approved by the shareholders of the Company at the last Annual General Meeting and disclosed in the Form AOC- 2 enclosed herewith as Annexure C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.timexindia.com.

FINANCE

The Company does not hold any fixed deposits from the public, shareholders & employees. There were no overdue / unclaimed deposits as on 31 March 2015.

During the year under review, the Company made payment aggregating to Rs. 35.35 Crore by way of Central, State and local sales taxes and duties as against Rs30.35 Crore in the previous year.

SEGMENT WISE REPORTING

The segment wise information for watches and other activities are provided in the Notes to the Accounts.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The annual listing fee for the year 2015- 2016 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has endeavoured to continuously improve the internal controls both relating to financial reporting and operations. Your Company has established procedures for internal control, which are commensurate with its size and operations.

The internal control mechanism comprises of a well-defined organization, who undertake time bound audits and report their findings to the Audit Committee, documented policy guidelines, predetermined authority levels and processes.

The systems and operations are regularly reviewed by the Audit Committee to ensure and review their effectiveness and implementation. The Statutory Auditors of the Company also regularly attend these meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee, Statutory Auditors and the Function Heads are periodically apprised of the internal audit findings. Corrective actions taken by the management on the audit observations are presented to the Audit Committee. The Audit Committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

AUDITORS and AUDITORS'' REPORT

a. Statutory Auditors

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the financial year ended 31 March 2015 and their comment about the managerial remuneration. The Company is in the process of recovering the excess remuneration paid to a former Managing Director of the Company.

The auditors, M/s BSR & Co., LLP Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

b. Secretarial Auditors and Secretarial Audit Report

Pursuant to the Companies Act, 2013, M/s NKJ and Associates were appointed as the Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2014 - 2015. The report of the Secretarial Auditor for the FY 2014-2015 is attached as Annexure D.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report.

HUMAN RESOURCES

Your company believes that its People are its most critical assets. To keep them challenged and motivated your Company provides a challenging and remunerative work environment that encourages high performance, ownership and team work. Your Company believes that a winning 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. To support this, the Company has established the principles of good labor standards, equal opportunity for employment, ethical work environment, respect and health regard for diversity and believes in following a code of conduct in order to further cultivate a 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 2015, your Company had 345 employees on the Company rolls.

Attracting and retaining the bright talent and improvement in the quality of manpower at retail stores are identified as key challenges and being addressed accordingly through product training and retention initiatives.

MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31 March 2015 and the date of Directors'' Report i.e. 21 May 2015.

Further, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

EXTRACT OF ANNUAL RETURN U/S 92

The extracts of Annual Return pursuant to the provisions of Section 92 of Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure E and is attached to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 134 (3)(m) read with Companies (Accounts) Rules, 2014, regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure F forming part of this report.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on 31 March 2015, 28764 no. of shareholders representing 97.09% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your directors confirm as under—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis, outlining the Company''s objectives, expectations or predictions may be ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied in the statements. The important factors that could influence the Company''s operations include demand and supply 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 relations etc.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors Sd/- Chairman Annexure-F


Mar 31, 2014

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-sixth Annual Report and Audited Statement of Accounts for the year ended 31 March 2014.

FINANCIAL RESULTS Rs. in Lakhs

2013-2014 2012-2013

Income 12,367 12,168

Less: Expenditure 15,665 16,364

EBIDTA (2,948) (3,875)

Less: Interest 117 98

Less: Depreciation 234 223 profit Before Tax (PBT) (3,298) (4,196)

Provision for Taxes

profit after Tax (3,298) (4,196)

As per our plans and as mentioned in the last year Annual Report, 2013-2014 has been a transition year wherein significant progress has been achieved in terms of liquidation of slow moving inventory and improvement in overall trade collection.

Although, the revenues improved marginally, the losses have declined by 21% as compared to previous year. The losses were driven by combination of factors including weaker economic environment and sharp devaluation of Rupee.

The transition towards healthier & profitable business is still continuing through greater focus on top and bottom line financial growth performance by focusing on the following agenda: 1) Generate positive cash to reinvest in profitable growth, 2) Grow revenues by more closely aligning product offerings with consumer demand, 3) Rationalize and realign spending to drive profitable growth, 4) Improve the brand imagery, and 5) Improve the employee productivity.

In line with your Company''s Product strategy , many new international products have been launched in the recent past with many more in the pipeline. Your Company has launched its largest-ever marketing and rebranding initiative entitled "WEAR IT WELL". Watches of your Company allow people to express their true personal style. Unpretentious and timeless, our passion for style, fashion and sport comes across in a clear, conversational tone as if we''re talking amongst friends. These efforts will lead to improved domestic brand equity which will have a positive impact on market share and revenue growth.

TIMEX ranked 76th in the list of brands featured in Brand Equity''s Most Exciting Brands in 2014. Further, your Company has also re-branded its franchisee stores under the title ''Timex World''. With the new identity of the stores as ''Timex World'', the brand hopes to achieve a compelling repositioning in the watch industry vis-à-vis the constantly evolving market. The new name will not only serve to reposition and reinforce the brand as one of the prominent players in the watch industry but also further enhance its retail imagery.

During fiscal 2013-2014, Ms. Sharmila Sahai was appointed as the Managing Director of the Company.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on 31 March 2014, 31338 no. of shareholders representing 97.04% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

Mr. Robert Obed Barberi was appointed Additional Director during the year to hold office upto the date of forthcoming shareholders meeting. Mr. Barberi has been subsequently appointed as Chairman of the Board of Directors pursuant to the provisions of Articles of Association of the Company. Your Company has received a requisite notice from a member proposing Mr. Barberi as a a Director of your Company.

Mr. Anil Malhotra was appointed Non-Executive Additional Director during the year to hold office upto the date of forthcoming shareholders meeting. Your Company has received a requisite notice from a member proposing Mr. Malhotra as a Director of your Company.

Ms. Sharmila Sahai was appointed Additional Director during the year to hold office upto the date of forthcoming shareholders meeting. She was also appointed as a Managing Director of your Company. Your Company has received a requisite notice from a member proposing Ms. Sahai as a Director of your Company

Mr. M.K. Bandyopadhyay was re-appointed as Managing Director-Operations and Supply Chain of the Company with effect from 1 February 2014 for a period of six months. The Board of Directors, on the recommendation of Remuneration Committee and subject to the approval of shareholders and such other approvals as may be required, approved the appointment of Mr. Mandyopadhyay as Whole time Director with effect from 1 August 2014 until 20 November 2014.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Mr. Pradeep Mukerjee, Ms. Gagan Singh, Mr. Bijou Kurien and Mr. Daya Dhaon, as Independent Directors at various times, in compliance with the requirements of the clause.

Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, Mr. Pradeep Mukerjee, Ms. Gagan Singh, Mr. Bijou Kurien and Mr. Daya Dhaon, are proposed to be appointed as Independent Directors of the Company for a term of five years.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant 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 standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 the financial year and of the profit of the Company for that period.

(iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certifcate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

The auditors, M/s BSR & Co., LLP Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

AUDITORS'' REPORT

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the financial year ended 31 March 2014 and their comment about the managerial remuneration. The Company is in the process of fling an application for seeking waiver of excess remuneration paid to a former Managing Director of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Sd/- Chairman


Mar 31, 2013

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-ffth Annual Report and Audited Statement of Accounts for the year ended 31 March 2013.

FINANCIAL RESULTS Rs. in Lakhs

2012-13 2011-12

Income 12,168 18,391

Expenditure 16,364 17,786

EBIDTA (3,875) 911

Interest 98 109

Depreciation 223 197

Proft before tax (PBT) (4,196) 605

Provision for Taxes 152

Proft after Tax (4,196) 453

2012-13 was a very diffcult fnancial year. Revenues and proft declined 34% and 46 crores, respectively. These declines were driven by a combination of a weaker economic climate and higher costs due to the devaluation of the Rupee. Additionally, revenues were reduced as we implemented improved credit controls and new strategies against some of our trade channels. These changes were necessary to ensure a healthy long term business and we are already beginning to show positive results.

The Company is committed to improving its top and bottom line fnancial performance through three focused and simple strategies. In the near-term, the Company''s focus will be on the following: 1) Generate positive cash to reinvest in proftable growth, 2) Grow revenues by more closely aligning product offerings with consumer demand, and 3) Rationalize and realign spending to drive proftable growth

As part of its focus on cash, over the past two quarters the Company instituted more stringent Credit Management policies as well as efforts aimed at eliminating unproductive investments in Working Capital. While the Credit Management policies tempered revenues somewhat, they were necessary in order to balance revenues with collection of accounts receivable to generate cash. And within Operations, a more closely integrated sales forecasting and production process was implemented to ensure maximum productivity of investments in inventory. These initiatives will be a critical enabler to provide the cash necessary to permit business-critical investments in new products, advertising and store openings going forward.

In terms of leadership, during fscal 2012-2013, Mr. M.K. Bandyopadhyay was appointed Acting Managing Director, replacing Mr. V.D. Wadhwa who resigned on January 31, 2013.

By placing greater focus on the above short-term objectives, the Company expects future fnancial performance to improve substantially. However, fscal 2013-2014 will be a transition year. While it is expected that signifcant progress will be achieved in fscal 2013-2014, it is also expected to be a year of depressed fnancial performance as comparatively weak economic conditions persist and as the costs associated with the transition to a healthier business continue.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on 31 March 2013, 32359 no. of shareholders representing 97.02% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Daya Dhaon 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 offce up the date of forthcoming shareholders meeting. Mr. Piscatelli has been subsequently appointed as Chairman of the Board of Directors pursuant to the provisions of Articles of Association of the Company. Your Company has received a notice from shareholder seeking his appointment as a Director 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 offce up to the date of the forthcoming shareholders meeting. Mr. Bandyopadhyay was subsequently appointed as Acting Managing Director of the Company in place of Mr. V D Wadhwa who resigned from the directorship and the post of Managing Director with effect from 31 January 2013. Your Company has received a notice from a shareholder seeking his appointment as a Director of your Company pursuant to section 257 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 and 1 March 2013 respectively.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confrm as under:

(i) That in preparation of the Balance Sheet and the Proft & Loss Account of the Company, the applicable accounting standards 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 estimates that 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 the fnancial year and of the proft of the Company for that period.

(iii) The Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certifcate from the practicing Company Secretary confrming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

The auditors, M/s BSR & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confrmed their eligibility and willingness to accept offce, if re-appointed.

COST AUDITORS

Pursuant to the Order as notifed by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated 6 November 2012 read with Cost Audit Report Rules 2011, the Company has appointed, M/s H. Tara and Company, Cost Accountants, as the Cost Auditor of the Company for the fnancial year 2013-14 for conducting the audit of the Cost Records of the Company.

AUDITORS'' REPORT

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the fnancial year ended 31 March 2013 and their comment about the managerial remuneration. The Company''s application for approval of the excess remuneration paid to the Managing Director of the Company is pending before the Central Government.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, and fnally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Chairman


Mar 31, 2012

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-fourth Annual Report and Audited Statement of Accounts for the year ended 31 March 2012.

FINANCIAL RESULTS

Rs. in Lakhs

2011-12 2010- 11

Income 18,391 17,391

Expenditure 17,786 15,633

EBIDTA 911 1,927

Interest 109 0.47

Depreciation 197 169

Profit before tax (PBT) 605 1,758

Provision for Taxes 152 357

Profit after Tax 453 1,401

The year under review had been a tough year due to slowdown of the economic growth. The GDP growth projection of 9% fell short of expectations and the year closed with GDP growth of under 7%. This coupled with high inflation and borrowing costs adversely impacted the consumer demand in most categories and your Company was no exception.

In addition, the economy witnessed a sharp depreciation of Indian Rupee during the year, which in turn had significantly impacted the operating margins for the business. Your Company had taken aggressive price increases across brands to minimize the impact of adverse exchange rate; however the full benefit of these price changes will only be seen in the next year. The rupee continues to be weak and necessary steps are being taken to mitigate the future risk in this regard.

Regardless of these challenges, the focus of the Company had been to deliver results and continue to invest in the long term growth drivers for the business. The year 2011-12 saw the Company growing marginally over the last year on overall business but our trade channel, which is a better barometer for business equity witnessed approx 20% growth over the last year.

The year 2012-2013 shall continue to be a challenging year. However, we have no doubt that the fundamentals of the Indian economy shall continue to be strong over the longer term. Going forward the Company has set itself clear goals and objectives to ensure the sales and profit evolution is in line with the Company's strategic plan.

In the last year, your Company had initiated synchronized action on multiple fronts - people leadership, brand presence and innovations in terms of products. Some of the key initiatives taken were as under:

- Improved Brand salience by building a stronger consumer connects through a multimedia Communication program.

- Key positions in the Company were filled in to help address some of the competency gaps.

- Revamped the product portfolio and introduced new styles with improved aesthetics and at the same time generated a higher gross unit margin for the business. This will serve us well in future

- Launched iconic Timex products such as Intelligent Quartz - the world's smartest analog watch & Heart Rate Monitor.

- Partnered with 3 Gold Label Marathons (SCMM-Mumbai, ADHM-Delhi & TCS Bangalore 10K) as "Official Timekeeper".

- Visual Merchandising development: Introduced new VM concepts and techniques to amplify brand visibility across verticals.

- Expanded retail chain and launched 100th "Time Factory" store.

- Started E-Commerce and Face book fan page for our youth brand - HELIX

DEMATERIALISATION

Since 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.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Ms. Gagan Singh 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 two years up to 28 April 2012. The Board of Directors on the recommendation of the Remuneration Committee approved re- appointment of Mr. VD. Wadhwa as the Managing Director of the Company for a further period of two years commencing from 29 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 shareholders meeting. Your Company has received a notice from shareholder seeking his appointment as a Director of your Company pursuant 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 forthcoming shareholders meeting. Your Company has received a notice from shareholder seeking his appointment as a Director of your Company 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 appreciation for the valuable guidance provided by Mr. Sherer during his Directorship

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant 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 standards 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 estimates that 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 the financial 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 accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

The auditors, M/s BSR & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

AUDITORS' REPORT

Your Board has duly examined the Report issued by the Statutory Auditor's of the Company on the Accounts for the financial year ended 31 March 2012 and their comment about the managerial remuneration. The Company's application for approval of the excess remuneration paid to the Managing Director of the Company is pending before the Central Government. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Sd/-

Noida Kapil Kapoor

31 May 2012 Chairman


Mar 31, 2011

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-third Annual Report and Audited Statement of Accounts for the year ended 31 March 2011.

FINANCIALRESULTS Rs. in Thousands

2010-11 2009- 10

Income 1739082 1400709

Expenditure 1563321 1341958

EBIDTA 192734 83311

Interest 47 1679

Depreciation 16926 22881

Profit before tax (PBT) 175761 58751

Provision for Taxes 35663 12518

Profit after Tax 140098 46233

The economic environment for the domestic business continued to remain conducive for most part of the year and all major players in the watch industry witnessed strong growth, which was largely driven by fashion and youth segment and expansion of the retail footprint. The high inflation rate and rising cost of commodities prices, if not contained, is likely to adversely impact the consumer sentiment and the overall economic growth environment in the year ahead.

The year 2010-11 has been a year of major transformation, during which, your Company has delivered its highest ever volume, revenue and profitability performance. Sales Revenue grew by 25% at Rs 174 Crore and Profit before tax grew by 203% at Rs 14 Crore.

The year begun with a leadership change in the management team and the subsequent finalization of your Company's three years strategic plan. Under the new leadership, several key initiatives were taken to drive efficiencies across the organization and also align all stakeholders of the Company with the goals to create a strong sense of vision and focus for the business.

Some of the key marketing initiatives taken were as under;

- Revamped the product portfolio and introduced new styles with improved aesthetics and at the same time generated a higher gross margin for the business.

- Launched New Brands - to target different consumer segments and widen the appeal of the Timex Group Portfolio. The brands launched this year were;

- Mark Ecko : in the fashion segment

- Versace : in Luxury fashion segment

- Tarun Tahiliani : in the premium women's segment

- Helix : in the fast growing youth segment

- Partnered with "ICC Cricket World Cup 2011" event as the "Official Product Licensee"

- Increased media spend with a focus on Television Advertising. A new brand television commercial was developed for the Timex brand during the year to reinforce the "conversation starters" theme. This campaign was well received by trade and consumers.

- Visual Merchandising development. A marketing toolkit was conceptualized and executed across points of sale in the different store formats. This has helped build a consistent image for the different brands across the country.

- Expanded the number of franchised retail stores, "The Time Factory", to 76 during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

THE INDIAN WATCH MARKET

The size of Indian watch market is estimated to be at Rs 5000 Crores of which 60% of the business is contributed by the organized sector. The brands at the premium end of the market and in the fashion and youth segments continue to grow significantly faster than other brands. While the unit growth is driven by low price unbranded products, the growth at the mid and higher price points is driven by creating higher value through improved styling and technology features. The growth in the market has been led by marketing investments made by several Indian and Global brands (including the launch of several new brands) which are increasing their focus on the Indian market. This increased competition and marketing investment is a good sign; since we believe this will drive the growth of the industry, which is still in a nascent stage when compared to penetration in developed countries.

The entry of several brands especially in the Fashion and Luxury segments of the market has resulted in increased competition for the rather limited retail space available in the multi brand watch retail environment. And in turn this has led to further investment and development of "modern retail" channels to meet the increased demand. The industry has overall witnessed an increase in the contribution of "modern retail" to the overall business. The development of this channel, while enhancing the consumer buying experience in terms of an international environment to shop in, is leading to an increase in margin expectations from the branded companies. In view of this, companies which are in a position to offer a portfolio of brands are better positioned for faster and profitable growth.

OUTLOOK/OPPORTUNITES & KEY CHALLENGES

The economic growth of India and the changing life style of the Indian consumers (especially the relatively younger consumers) who are aspiring to a more international way of life on account of the growing awareness of the global fashion trends, bodes well for the growth of the watch industry. And your company is well positioned to take advantage of this.

The company has an unique advantage of having several international brands with domestic manufacturing capabilities. This allows international products to be sold in India at prices which offer tremendous "Value for Money" to the consumer. The company also boasts of a portfolio of seven Global brands and the presence of its own franchised retail chain, "The Time Factory", comprising of 76 stores. This allows TGIL to participate at all ends of the value chain which in turn enhances margins. By doing so, the company is also better positioned to control its own destiny more effectively and this provides a sustainable growth platform for the business in the years ahead.

In addition, your Company continues to enjoy the support of the Timex Group Global Design Centre located in Milan and also Global Supply Chain organization to support the business in India which has resulted in improved technology and styling of the products.

The watch industry has changed significantly over the last few years and watches are being used as a fashion accessory more than a time telling device. This has resulted in a trend for multiple watch ownership;" A different watch for different occasions". This is an encouraging trend for the industry and could propel industry growth significantly in future years and TGIL with its wide array of brands and styles, ranging from Fashion and Classics to Sports can take full advantage of this.

In addition, India continues to be a key strategic market for the Timex Group and therefore enjoys easy access to its global resources across all functional areas, which should help improve our operational efficiencies due to the scale of the Group's global operations.

Finally, at TGIL, we are benefiting from the operating leverage we now enjoy as a business and this means that future growth will be more profitable.

RISKS /THREATS

The increase in the commodities prices, increased cost of sourcing from China and limited vendor capacity for the critical watch parts in India are resulting in the increase in the sourcing costs of key components. The rising input costs shall have an adverse impact on the operating margins, unless mitigated through various measures to cut costs (without compromising quality). Several initiatives are being developed to address this risk.

The 'Tsunami' in Japan has severely impacted the supply of watch movements in the last few months, which has since improved. Re-occurrence of such disasters in future could cause a supply chain risk for the Category.

In addition to this, increasing consumer preference for usage of mobile phones as a time keeping device instead of watches also pose a major threat especially with the category of consumers who still use a watch to tell time. This is being suitably addressed by several marketing initiatives by promoting watches as a fashion accessory as indicated in the section above.

GOVERNMENT POLICY

Your Company has been actively involved with the "All India Federation of Horological Industries", an apex body of Horological Industry in India. Your Company together with AIFHI has been taking up issues concerning the Watch Industry and your Company in particular, with the various government agencies. With the active participation by majority of brands in the Category, AIFHI has released a white paper on the industry, highlighting the key issues for which a change in Government Policy is recommended and taken up with the respective authorities for the overall growth of the industry. We shall continue our efforts to represent the interests of the Industry and your own Organisation.

FINANCE

Your Company has been able to manage its cash flow through improved collections and utilized the surplus cash to reduce the borrowings and accounts payable, which has resulted in savings in Interest costs despite firming up of Interest Rates.

The Company does not hold any fixed deposits from the public, shareholders & employees. There were no overdue / unclaimed deposits as on 31 March 2011.

During the year under review, the Company made payment aggregating to Rs.32.58 Crore by way of Central, State and local sales taxes and duties as against Rs. 30.06 Crore in the previous year.

Your Company is also paying dividend on its Preference Shares at the agreed coupon rate.

SEGMENT WISE REPORTING

The segment wise information for watches and other activities are provided in the Notes to the Accounts.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has endeavoured to continuously improve the internal controls both relating to financial reporting and Operations. Your Company has well established procedures for internal control, which are commensurate with its size and operations.

The internal control mechanism comprises of a well-defined organization, who undertake time bound audits and report their findings to the Audit Committee, documented policy guidelines, predetermined authority levels and processes.

The systems and operations are regularly reviewed by the Audit Committee to ensure and review their effectiveness and implementation. The Statutory Auditors of the Company also attend these meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

HUMAN RESOURCES

"Human Resources" continues to be a major thrust area in Your Company, which is highly critical for business expansion and growth. Your Company provides a challenging work environment that encourages meritocracy at all levels and has believed in an environment that fosters accomplishment, ownership, creativity and mutual respect.

Your Company comprises a small team of professionals, who are result oriented, committed and loyal.

Attracting and retaining the bright talent and improvement in the quality of manpower at retail stores are identified as key challenges and being addressed accordingly through various training initiatives and retention tools.

The information required as prescribed under Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of 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 of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

CAUNONARYSTATEMENT

Statements 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 those expressed or implied in the statements. The important factors that could influence the Company's operations include demand and supply 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.

DEMATERIALKATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on date, 31802 no. of shareholders representing 21.96% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Frank A Sherer and Mr.Pradeep Mukerjee retire by rotation as Director of the Company and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant 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 standards 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 estimates that 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 the financial 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 accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

(v) That due to sudden demise of Mr. Raghu Pillai on 10lh April, 2011, who was one of the Director on the Board, representation u/s 274 (1) (g) was not received prior to the date of Audit Report, however, later representations u/s 274 (1) (g) have been received from two Companies, where he was a Director.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OFENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

M/s BSR & Co., Chartered Accountants and Statutory Auditors of the Company retire and are eligible for reappointment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

New Delhi KapilKapoor

26 May, 2011 Chairman


Mar 31, 2010

The Directors are pleased to present the Twenty Second Annual Report and Audited Statement of Accounts for the year ended 31 March 2010.

FINANCIAL RESULTS Rs. in Thousands

2009-10 2008- 09

Income 1400709 1319639

Expenditure 1341958 1293229

EBIDTA 83311 56471

Interest 1679 6646

Depreciation 22881 23415

Profit before tax (PBT) 58751 26410

Profit on sale of PED Business - 63533

Provision for Taxes 12518 15401

Profit after Tax 46233 74542

The year 2009-10 witnessed a slow but definite sign of recovery in retail sentiment across most segments, after the slowdown of economy during 2008-9. For the year ended 31 March 2010, the sales revenue grew to Rs. 140 crores increasing by a modest 7% from Rs 131 crores. Profit before taxes grew by 122% to Rs 5.87 crores from Rs 2.64 crores during previous year and Net profit for the year was Rs 4.62 crore compared to Rs 7.45 crore in previous year, which was inclusive of one time profit of Rs 6.35 crore due to sale of PED business.

Your Company continues to drive its strategy of retail expansion through opening of "The Time Factory" stores and internalization of fast moving international styles for driving business growth in profitable segments, which is reflected in the increased profitability.

Your Company is also finalizing its plan for launching "Versace" and "Marc Ecko" watch brands from its International portfolio in the Indian Market to drive its portfolio strategy and offer multiple choices of brands across price points to the Indian Consumers.

MANAGEMENT DISCUSSION AND ANALYSIS THE INDIAN WATCH MARKET

The size of Indian watch market is estimated at 45 million watches. The brands at the premium end of the market and in the fashion segments continues to grow significantly faster than other brands. While the volume growth is driven by low price point products, the growth of most brands is driven by value and not volume. The growth has been led by marketing investments by several Indian and Global players including your Company. This augurs well for the growth of overall Industry.

The watch industry witnessed the entry of several luxury and fashion brands during the year, which resulted in increasing the competition for retail space in the multi brand outlets across the country. Companies, which are expanding their retail footprint and offering a portfolio of brands continue to grow faster. Your Company has the unique advantage of being the only international brand with its own domestic manufacturing capabilities, a portfolio of eleven international brands and the presence of its own retail chain, "The Time Factory", comprising of 69 stores.

OUTLOOK/OPPORTUNITES & KEY CHALLENGES

The current economic environment, the growing awareness of global fashion trends and the changing life style of the Indian consumers are indicative of high growth for life style brands with emphasis on outdoor & technology, fashion and luxury segments. Over the last several decades, the Timex Brand has come to be known for its technological superiority and large offering of outdoor and fashion products.

Your Company shall continue to invest in its product portfolio and strengthen the communication of its brand attributes of "Superior Technology", "Sporty" and "Fashionable". The younger segment has also been identified as a segment poised for high growth, which shall be largely addressed through product differentiation and offering an exclusive range crafted by International designers following the global trends.

The Timex Group now offers a portfolio of eleven international brands including Timex, i.e. Salvatore Ferragamo, Versace, Guess, Gc, Nautica, Marc Ecko, TX, Valentino, Versus and OPEX. During the year, your Company intends to introduce Salvatore Ferragamo, Versace and Marc Ecko to the Indian Consumers to pursue its portfolio strategy and, further strengthen its retail presence through expansion of "The Time Factory" stores and gain share in the Multi Brand Retail outlets. Your Company has identified these as key action points for driving business growth in the coming years.

RISKS/THREATS

Your Company is expanding its retail network through franchisees at the front end. This is an efficient way to expand rather than having Company owned/managed showrooms which is a costlier option. The relationships have to be actively managed to pre-empt shifting of loyalties of these franchisees to other product category/Brands.

The Company is addressing this risk by initiating a high level of engagement with the franchisees and addressing their reasonable business requirements in an empathetic manner, through both contractual arrangements and day to day interface with these business associates.

The increasing operating costs of retailing also pose as risk to the maintenance of operating margins.

The weakening rupee had a negative impact on the profitability of your Company being a net importer. Your Company continues to drive operating efficiencies to overcome and mitigate such risks.

GOVERNMENT POLICY

Your Company has been actively involved with the "All India Federation of Horological Industries", an apex body of Horological Industry in India. Your Company together with AIFHI has been taking up issues concerning the Watch Industry and your Company in particular, with the various government agencies. We have made several representations to the government for reduction and rationalization of duties, increase in the rate of abatement on watches, and enhancement of DEPB credit rates relating to export of Quarts Analogue Watches including other export benefits etc. We shall continue our efforts to represent the interests of the Industry and your own Organisation.

FINANCE

Your Company has been able to manage its cash flow through improved collections and utilized the surplus cash to reduce the borrowings and accounts payable, which has resulted in savings in Interest costs despite firming up of Interest Rates.

The Company does not hold any fixed deposits from the public, shareholders & employees. There were no overdue / unclaimed deposits as on 31 March 2010.

During the year under review, the Company made payment aggregating to Rs.30.06 Crore by way of Central, State and local sales taxes and duties as against Rs. 27.39 Crore in the previous year.

Your Company is also paying dividend on its Preference Shares at the agreed coupon rate. The dividend liability on preference shares until March 2009 was waived by the Preference Share Holders.

SEGMENT WISE REPORTING

The segment wise information for watches and other activities are provided in the Notes to the Accounts.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has endeavoured to continuously improve the internal controls both relating to financial reporting and Operations. Your Company has well established procedures for internal control, which are commensurate with its size and operations. *

The internal control mechanism comprises of a well-defined organization structure, documented policy guidelines, predetermined authority levels and processes.

The systems and operations are regularly reviewed by the Audit Committee to ensure and review their effectiveness and implementation. The Statutory Auditors of the Company also attend these meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

HUMAN RESOURCES

Your Company is proud to have result oriented, committed & loyal employees, who are the key resource for the growth of its business. Your Company provide a challenging work environment that encourages meritocracy at all levels and has believed in an environment that fosters accomplishment, ownership, creativity and mutual respect.

One of the key challenges in this area is to increase manpower productivity, through training and motivational programmes. The efforts are on to impart training to sales staff at our TTF Stores.

The information required as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of 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 of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis, outlining the Companys objective, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied in the statements. The important factors that could influence the Companys operations include demand and supply 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.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on date, 33977 no. of shareholders representing 21.86% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

Mr. Daya Dhaon retires by rotation as Director of the Company and being eligible, offers himself for reappointment.

Mr. .Hans-Kristian Hoejsgaard resigned from directorship of the Company. The Company wishes to place on record its appreciation for the valuable guidance and support provided by Mr. Hoejsgaard during his tenure as Director and Chairman of the Board of Directors of the Company.

Mr. Sherer was appointed an Additional Director to hold office up to the date of the forthcoming shareholders meeting. Mr. Sherer has been subsequently appointed as Chairman of the Board of Directors pursuant to Articles of Association of the Company. Your Company has received notice from a shareholder seeking his appointment as Director of your Company pursuant to Section 257 of the Companies Act 1956.

Mr. Pradeep Mukerjee was appointed as an Additional Director during the year to hold office up the date of the forthcoming shareholders meeting. Your Company has received notice from a shareholder seeking his appointment as Director of your Company pursuant to Section 257 of the Companies Act 1956.

Mr. V.D.Wadhwa was appointed an Additional Director to hold office up the date of the forthcoming shareholders meeting. Mr. Wadhwa was subsequently appointed Managing Director of the Company in place of Mr. G. Kannan, who resigned from the directorship and the post of Managing Director effective 29 April 2010.Your Company has received notice from a shareholder seeking Mr. Wadhwas appointment as Director of your Company pursuant to Section 257 of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant 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 standards 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 estimates that 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 the financial 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 accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

(v) The Directors are pleased to recommend payment of dividend on 3,86,00,000 Cumulative Redeemable Preference Shares ( both the series) of Rs Ten each at the rate of Rs.0.71/- per share and on 25,00,000 Non- Cumulative Redeemable Preference Shares of Rs Ten each at the rate of Rs 0.01 per preference share, subject to approval by the shareholders at the Annual General Meeting,

As per Section 217 of the Companies Act, the Directors take note of the Auditors Report (Clause 4f) and share that the decision of the Central Government on the request made is awaited and the Company shall abide by the due legal process.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

M/s BSR & Co., Chartered Accountants and Statutory Auditors of the Company retire and are eligible for reappointment.

ACKNOWLEDGEMENTS

Lastly, your Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, the Companys bankers and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Kapil Kapoor Vice-Chairman

New Delhi 27 May, 2010

 
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