Annual Report-FY 2010-11

Transcription

Director(s)
As on 26 May, 2011
Kapil Kapoor
V D Wadhwa
Frank Sherer
Daya Dhaon
Gagan Singh (Ms.)
Pradeep Mukerjee
Non-Executive Director & –Chairman
Managing Director
Non-Executive Director
Non-Executive & Independent Director
Bankers
The Hongkong & Shanghai Banking Corporation Limited
HDFC Bank Limited
Auditors
BSR & Co.,
Chartered Accountants
Registered Office
117 G.F. World Trade Centre,
Babar Road, New Delhi – 110001.
Works
Plot No.10
Baddi Industrial Area
Katha Bhatoli
Baddi, Distt. Solan (H.P)
Share Registrar &
Transfer Agent
Alankit Assignment Limited
2E/21 Alankit House,
Jhandewalan Extension
New Delhi-110 055
Tel. : 011-42541234
Fax: 011-42541967
Email.: rta@alankit.com
Website : www.alankit.com
1
NOTICE
Notice is hereby given that the Twenty-third Annual General Meeting of the Members of TIMEX GROUP INDIA LIMITED
will be held on Friday, 29th July, 2011 at 11.00 A.M. at the Siri Fort Auditorium, August Kranti Marg, New Delhi- 110049, to
transact the following business:
ORDINARY BUSINESS
1.
To receive consider and adopt the Balance Sheet as at 31 March, 2011, Profit and Loss Account for the year ended on
that date and the report of the Auditors and Directors thereon.
2.
To declare and pay Dividend on Preference Shares.
3.
To appoint a Director in place of Mr. Frank A Sherer who retires by rotation and being eligible, offers himself for reappointment.
4.
To appoint a Director in place of Mr. Pradeep Mukerjee who retires by rotation and being eligible, offers himself for reappointment.
5.
To appoint Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next
Annual General Meeting.
M/s BSR & Co., the retiring Auditors, being eligible, offer themselves for reappointment on a remuneration to be fixed by the
Board of Directors of the Company in addition to reimbursement of all out of pocket expenses.
NOTES
1.
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.
2.
Mr. Frank A Sherer and Mr. P Mukerjee retire by rotation at the ensuing Annual General Meeting and being eligible offer
themself for reappointment. Brief resume of these Directors, nature of their expertise and names of Companies in which
they hold Directorship and membership / Chairmanship of Board Committee as stipulated under Clause 49 of the Listing
Agreement with the Bombay Stock Exchange are provided in the Report on Corporate Governance forming part of the
Annual Report. The Board of Director of the Company commends their re-appointments.
3.
The proxy form duly completed in all respects should reach the Registered Office of the Company not later than 48
hours before the commencement of the meeting.
4.
The Register of Members and the Register of Share Transfers of the Company have remained closed during 29 June
2011 & 30 June 2011 both days inclusive.
5.
The members are requested to inform changes, if any, in their Registered Address along with Pin Code Number to the
Company at the following Address:
TIMEX GROUP INDIA LIMITED
(Investors Relation Department)
117, Ground Floor, World Trade Centre
Babar Road, New Delhi – 110 001
6. The dividend declared by Board of Directors 0n 1,57,00,000 Cumulative redeemable non-convertible Preference Shares
issued on 27 March, 2004 and 2,29,00,000 issued on 21st March, 2006 and also 25,00,000 Non-cumulative Redeemable
Preference shares issued on 25 March, 2003 in favour of Timex Group Luxury Watches BV (formerly known as Timex
Watches BV) will be paid/ distributed within the statutory period of 30 days after declaration by Members in this Annual
General Meeting.
7. The Members attending the meeting are requested to bring the enclosed attendance slip and deliver the same after filling
in their folio number at the entrance of the meeting hall. Admission at the Annual General Meeting venue will be allowed
only on verification of the signature(s) on the Attendance Slip.
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Duplicate attendance slip shall not be issued at the Annual General Meeting venue. The same shall be issued at the
Registered Office of the Company up to a day preceding the day of the Annual General Meeting.
8.
As a measure of economy, copies of the Annual Report will not be distributed at the venue of the Annual General
Meeting. The Members are, therefore requested to bring their copies of the Annual Report to the meeting.
9. The Members desirous of any information on the Accounts are requested to write to the Company at least a week before
the meeting so as enable the management to keep the information ready.
10. The Non Resident members are advised to provide their correspondence address in India and to give mandate for
remittance of dividend directly to their bank account(s) in future.
Registered Office :
117, Ground Floor,
World Trade Centre,
Babar Road,New Delhi – 110 00
By Order of the
Board of Directors
Dated: 26 May 2011
Kapil Kapoor
Chairman
Important Communication to Members
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless
compliances by the Companies and has issued circulars stating that service of notice/ documents including Annual
Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure,
members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in
respect of electronic holdings with the Depository through their concerned Depository Participants. Members who
hold shares in physical form are requested to fill the appropriate column in the members business reply form (refer
page 47 of the Annual Report) and register the same with Alankit Assignment Limited. Postage for sending the
business reply form will be borne by the Company.
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DIRECTORS’ REPORT
To the Members of Timex Group India Limited
Your Directors are pleased to present the Twenty-third Annual Report and Audited Statement of Accounts for the year ended
31 March 2011.
FINANCIAL RESULTS
Rs. in Thousands
Income
Expenditure
EBIDTA
Interest
Depreciation
Profit before tax (PBT)
Provision for Taxes
Profit after Tax
2010-11
2009- 10
1739082
1563321
192734
47
16926
175761
35663
140098
1400709
1341958
83311
1679
22881
58751
12518
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;
o
o
o
o
Mark Ecko
Versace
Tarun Tahiliani
Helix
: in the fashion segment
: in Luxury fashion segment
: in the premium women’s segment
: 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.
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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.
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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 (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)
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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 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.
DEMATERIALISATION
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 10th 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 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.
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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
26 May, 2011
Kapil Kapoor
Chairman
ANNEXURE TO THE DIRECTOR’S REPORT
(Additional Information given in terms of notification no.1029 of 31 December, 1988 issued by the Department of Company
Affairs)
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
POWER AND FUEL CONSUMPTION
UPSEB/ HPSEB Power purchase (units)
Total Amount (in Rs.)
Rate per unit (in Rs.)
Own generation (units)
Cost per unit (in Rs.)
Units per litre of diesel
2010-11
2009-10
650084
3289479
5.06
81902
9.95
3.62
691056
2921900
4.23
84100
8.00
3.65
TECHNOLOGY ABSORPTION
Research and Development (R&D)
Areas in which R&D carried out by the Company
Development 1)
Conversion of Movements VX82/VX83 from open-type toolings to line toolings.
2)
Installation of conveyorized system for movement 905/ 930/ 916 assembly line.
3)
Semi-automation of Caseback Closing Press
4)
Open type toolings developed for VX36/VX3R/VX3T movements.
Future plan of action
1)
Conversion of VX3N/VX3P/VX3S from open-type tooling to line toolings.
2)
Set up of new production line to increase assembly capacity by 2000 watches per day.
3)
E-tester automation for 930/905/916 movements.
Technology Absorption, Adoption and Innovation Benefits
Upgraded process automations will help improve productivity and quality and reduce assembly costs.
Foreign Exchange Earned
The Company has earned Rs. 7.88 Crores in Foreign exchange and used Rs. 39.98 Crores.
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REPORT ON CORPORATE GOVERNANACE
Your Company appreciates the need of upholding highest standard of Corporate Governance in its Operation. It has always
been an endeavor of the Company to adopt & implement best Practices of Corporate Governance, disclosure standards and
enhancing shareholder value while protecting the interests of other stakeholders, clients, suppliers and its employees.
As mandatory under Clause 49 of the listing Agreement, the Company has complied with the conditions of Corporate
Governance by establishment of a framework for compliance with SEBI Regulations.
A.
MANADATORY REQUIREMENTS
CORPORATE GOVERNANCE PHILOSOPHY
Corporate Governance assumes a significant role in the business life of Timex. The driving forces of Corporate Governance
at Timex are its vision and core values, as described hereunder:
VISION
The Timex Group vision is anchored in our rigorous focus on long lasting relationships with our customers and our
commitment to build the power of our brands, underpinned by our peoples will to win.
By transforming ourselves into a truly Global Company and intent on globalizing the mindset of our people, we are
building one of the most powerful portfolios of brands in the watch and jewelry industry.
Our vision for the future goes way beyond timekeeping. We will delight and surprise our customers through
innovation in design, technology and application of our brands and deliver a superior customer experience. This
will lead to enhanced values for our shareholders and increase returns on investments and assets.
Deeply committed to our Corporate Social Responsibility and our values, we will build pride in our people and win
the best future talent for our Group.
VALUES
•
•
•
•
•
•
•
•
•
The customer is our most important asset,
Corporate Social Responsibility is our foundation,
Truth, transparency and respect for our differences are our pillars of strength,
We work together to achieve Group goals,
Our core values encompass integrity, responsibility and courage,
We reward performance and results and we value a culture of discipline,
We are fair and listen to our people and we expect them to always look for a better way,
We protect our assets,
We want to win.
BOARD OF DIRECTORS
(a) Composition of the Board
The Board of Directors of the Company was reconstituted on 14th April, 2011 and comprises six members, which includes
five Non-executive directors. The day-to- day management of the Company is conducted by Mr. V.D.Wadhwa, Managing
Director of the Company subject to the supervision and control of the Board of Directors of the Company. Mr. Kapil
Kapoor a Non-executive Director is Chairman of the Board and Mr. Frank Sherer is Non-Executive Director. Mr Daya
Dhaon, Ms. Gagan Singh and Mr. Pradeep Mukerjee are Independent Directors on the Board of the Company, presently.
The number of Independent Directors is one half of the total strength of the Board. The Directors are well qualified
professionals in business, finance and corporate management and the Company is in compliance with the Clause 49 of
the Listing Agreement as regards composition of the Board.
(b) Appointment of Director(s)
Pursuant to Article 106 of the Articles of Association of the Company, the Board of Directors appointed Mr. Kapil
Kapoor as Chairman of the Board effective 16 February, 2011 who shall not be liable to retire by rotation.
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Mr. Frank A Sherer and Mr. Pradeep Mukerjee retire by rotation as Director of the Company and being eligible, offers
themselves for reappointment at this meeting.
Mr. Sherer is a Legal Professional who is associated with Timex Group, U.S.A for over twenty- five years and currently
heading Legal & Human Resources functions for the entire group.
Mr. Mukerjee is a seasoned HR Professional with over 30 years of experience. He is presently the founder–Director of
Confluence Coaching and Consulting and also an Independent Director on the Board of Future Capital Financial
Services Limited and Future Capital Holding Limited. Earlier, he was associated with CITI GROUP as Human Resource
Director & VP, India, Sri Lanka and Bangladesh.
(c) Board Meetings
The Board met six times during financial year 2010-2011 on 29 April,2010, 27 May, 2010, 21 July, 2010, 28 October, 2010,
28 January, 2011 and 16 February,2011 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.
(d) Composition and Category of Directors
The details of the composition and category of Directors as on 31 March 2011 are given in the table below:
Name
Category
Designation
No. of No. of
No. of
Shares Meetings Meetings
Held
held
attended
During
the last
financial
year
No. of
Memberships
in Boards
of other
Companies(1)
No. of
Memberships
in Committees
of other
Public
Companies (2)
Attendance
of each
Director
at last
AGM
Kapil Kapoor
Non-Executive
Director
Chairman
2100
6
6
2
3
Yes
V D Wadhwa
Executive
Director
Managing
Director
600
6
6
1
1
Yes
Daya Dhaon
Independent
Director
Director
-
6
6
-
-
Yes
Raghu Pillai
Independent
Director
Director
-
6
4
3
-
Yes
Gagan Singh (Ms.)
Independent
Director
Director
-
6
5
-
-
Yes
Frank Sherer
Non-Executive
Director
Director
-
6
1
-
-
-
Pradeep Mukerjee
Independent
Director
Director
-
6
5
2
-
Yes
1.
2.
3.
4.
Does not include directorships / committee position in Companies incorporated outside India.
Only Audit Committee and Shareholders Grievance Committee have been considered for the purpose of ascertaining no.
of membership & Chairmanship of Committee across all the public companies.
Mr. Kapil Kapoor has been appointed as Chairman of the Company in place of Mr. Frank Sherer w.e.f. 16 February,2011
Mr. Raghu Pillai ceased to be a director on the Board since 10 April, 2011 due to his sudden demise on that date.
Code of Conduct
The Company has formulated and adopted a Code of Conduct for its Board of Directors and senior management and has put
up the same on the Company’s website www.timexindia.com. The Code has been circulated to all members of the Board and
Senior Management and they have affirmed the compliance of the same. A declaration signed by the Managing Director of
the Company is annexed hereto.
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Audit Committee
The Audit Committee of the Company was constituted in July 1999 in line with the provisions of clause 49 of the listing
agreement with the Bombay Stock Exchange read with section 292A of the Companies act, 1956. The Company Secretary of
the Company acts as the Secretary of the Committee.
The Company has an adequately qualified and independent Audit Committee. Due to demise of Mr. Raghu Pillai on 10th of
April 2011 the Committee now comprises of four Non-Executive Directors: Mr.Daya Dhaon, Mr. Frank Sherer, Ms. Gagan
Singh and Mr. Pradeep Mukerjee. Three of the four members on the Committee are independent. The Committee is chaired by
Mr. Daya Dhaon, who is an independent 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 that the
financial statements are correct, sufficient, and credible.
Recommending the appointment of external auditors and fixation of their audit fee, and also approval for payment for
any other services
Reviewing with Management the quarterly and annual financial statements before submission to the Board, focusing
primarily 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 the
management, their subsidiaries or relatives etc, which may have potential Conflict with the interests of Company
at large.
During the year under review, the Audit Committee met four times on 27 May 2010, 21 July 2010, 28 October, 2010 and 28
January 2011. The details of member’s attendance at the Audit Committee Meetings are as under;
Name of Director
Designation
Total no of Meetings
held in 2010-11
Mr. Daya Dhaon
Chairman &
Independent Director
4
4
Mr. Frank Sherer
Non-Executive
Director
4
0
Mr. Raghu Pillai
Non-Executive
4
3
Ms. Gagan Singh
Non-Executive
4
3
Mr. Pradeep Mukerjee
Non-Executive
4
4
11
No of meetings
attended
The Chief Financial Officer, Head of Internal Audit function and the Statutory Auditors were invited and they duly attended
the Audit Committee meetings. The Committee held discussions with the management of the Company and with the Statutory
Auditors to review the quarterly, half-yearly and annual audited financial statements and to recommend its views to the Board
of Directors of the Company. The Committee also reviewed the internal control systems and the effectiveness of Internal
Audit function.
REMUNERATION COMMITTEE
The Remuneration Committee was constituted in May 2003, to decide and recommend the remuneration of directors including
the Managing Director of the Company. Effective 29 April 2010, the remuneration of all the Sr Management of the Company
with direct reporting to the Managing Director of the Company is also reviewed and recommended by the Remuneration
Committee. Due to demise of Mr. Raghu Pillai on 10th of April 2011, the Committee now comprises of four Non- executive
Directors, namely Mr. Daya Dhaon, Ms. Gagan Singh, Mr. Frank Sherer and Mr. Pradeep Mukerjee. Mr. Daya Dhaon, an
independent Director is Chairman of the Committee. The Committee meets periodically as and when required. None of the
directors, except Managing Director draws remuneration from the Company.
The details of member’s attendance at the Remuneration Committee Meetings are as under;
Name of Director
Designation
held in 2010-11
No of meetings
attended
Mr. Daya Dhaon
Chairman &
2
2
Mr. Frank Sherer
Non-Executive
Director
2
1
Mr. Raghu Pillai
Non-Executive
2
2
Ms. Gagan Singh
Non-Executive
2
2
Non-Executive
2
2
SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
A Shareholders / Investors Grievance Committee headed by a Non-Executive Director was formed in January 2002 which was
subsequently merged with the Share Transfer Committee on 31 July 2002 in view of the commonalities of area of work and was
renamed as Share Transfer & Shareholders / Investors Grievance Committee, to approve all matters pertaining to share
transfers, transmissions, issuance of duplicate shares, transposition etc and also to provide the shareholders of the Company
with additional assurance that sufficient information is being provided to enable them to form a reasoned opinion on the
working of the Company and to ensure speedy redressal of their grievances pertaining to share related issues.
CONSTITUTION AND COMPOSITION
Due to demise of Mr. Raghu Pillai on 10th of April 2011, the Committee now comprises of four non-executive Directors namely,
Mr. Frank A Sherer, Mr. Daya Dhaon, Ms. Gagan Singh and Mr. Pradeep Mukerjee. The Chairman of the meeting is elected by
majority at each meeting. The Company Secretary is the Secretary of the Committee and has attended its meetings. She/He
addresses shareholders complaints, monitors share transfer process and liaisons with the regulatory authorities, as required.
The details of member’s attendance at the Investor Grievance Committee Meetings are as under;
12
Name of Director
Designation
held in 2009-10
No of meetings
attended
Mr. Daya Dhaon
Chairman &
4
4
Mr. Frank Sherer
Non-Executive
Director
4
0
Mr. Raghu Pillai
Non-Executive
4
3
Ms. Gagan Singh
Non-Executive
4
3
Non-Executive
4
4
The Committee was formed specifically to look into the redressal of shareholders & investors grievances pertaining to:
1)
2)
3)
4)
5)
Transfer of shares and its timelines
Transmission of shares
Issuance of duplicate shares
Investors / shareholders grievance(s) pertaining to all type of matters concerning their dealing with the Company with
respect to their investment in the securities of the Company, more specifically pertaining to non-receipt of Annual
Reports, delay in transfers, non redressal of complaints, non receipt of dividend, dematerialization related issues etc.
All other day-to-day matters governing the relationship between the Company and its shareholders.
DISCLOSURES
(a) Related Party Transactions: The Audit Committee has been reviewing the disclosure of Related Party Transactions
periodically. There is a cross charge of expenses which is established between your Company and Timex Group
Precision Engineering Limited (Group Company) on account of Manpower Cost and Rentals respectively. Beside
this transaction, the Company does not have any related party transactions, which are material in nature that
would have a potential conflict with the interests of the Company at large.
(b) Details of Non-compliance: There have been no cases of penalties, strictures imposed on the Company by Stock
Exchange or SEBI or any other statutory authority, on any matter relating to capital markets, during the last three
years.
(c) Risk Management: The Company has laid down procedures so as to ensure that the executive management
controls risk through means of a properly defined framework and to inform the Board members about the same and
has engaged the services of a leading Chartered Accountant’s firm to carry out this activity on a regular basis and
inform the Board members about the risk assessment and minimization procedures.
(e) Secretarial Audit : Pursuant to Clause 47( c ) of the Listing Agreement with the Stock Exchange, certificates on
half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer
formalities by the Company. Pursuant to SEBI (Depositories and Participants) Regulations, 1996 certificates have
also been received by a Company Secretary-in-Practice for timely dematerialization of share of the Company and
for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the Company.
(f) Disclosure of Accounting Treatment: The Company follows Accounting Standards issued by the institute of
Chartered Accountants of India and in the preparation of financial statements; the Company has not adopted a
treatment different from that prescribed in any Accounting Standard.
(g) Proceeds from Issue of Preference Shares: The Company has raised funds through issues of preference shares
during financial year 2002 -2003, 2003-2004, 2005 -2006. The proceeds of the preference share issue have been
largely utilized towards repayment of the term loan, pending full utilization allocated for the retail venture. The
Board/ Audit Committee reviews the Utilization details periodically.
13
(h) CEO/CFO Certification : The Managing Director (CEO) and Chief Financial Officer(CFO) have placed before the
Board of Directors a certificate relating to the financial statements, in accordance with clause 49 (V) of the Listing
Agreement for the financial year ended March 31, 2011 which is annexed hereto.
DIRECTORS’ REMUNERATION
Pecuniary Relationships
None of the Directors’ of your Company except Managing Director has any pecuniary relationships or transactions with the
Company except for attending Board meetings or Committee Meetings thereof. The Directors of the Company are only paid
sitting fees. However, the Managing Director of the Company draws remuneration from the Company.
MEANS OF COMMUNICATION
Website, where results are displayed
:
The financial results are displayed on
www.timexindia.com
Quarterly Results
:
Financial Results are published in the
Newspapers as required under the Listing Agreement.
Annual Results
:
-do-
Newspaper in which results are normally
published
:
The Business Standard, Business Standard
Vernacular published (Hindi) Newspaper.
:
Yes
Whether Management Discussion &
Analysis is a part of the Annual Report
All Financial Results and other material information about the Company are promptly sent through fax to the Bombay Stock
Exchange and the same is then either hand delivered or sent by courier to the respective Stock Exchange.
GENERAL SHAREHOLDERS’ INFORMATION
AGM:Date,time and venue
: Friday, 29 July, 2011 11:00 a.m. at Siri fort Auditorium,
August Kranti Marg, New Delhi – 110 049.
Financial Year
: April 1, 2010 to March 31,2011
Directors seeking appointment/
: As required under Clause 49(IV)(G), particulars of Directors seeking
re-appointment
appointment/re-appointment are given in the Report on Corporate
Governance forming part of the Annual Report.
Tentative calendar of events for
: To review and approve unaudited Financial Results for the quarter
the financial year 2011-12
First quarter
- ended July 2011
(April – March)
Second quarter
- ended October 2011
Third quarter
- ended January 2012
Fourth quarter
- ended May/June 2012
Book closure Date
: 29 June to 30 June,2011 (both days inclusive)
Listing of shares on Stock Exchanges : Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001
Registered Office
: 117, Ground Floor, World Trade Centre, Babar Road, New Delhi-110001.
Listing Fees
: Listing fees as prescribed has been paid to the Stock Exchange up to March,31,2011
Share Registrar & Transfer Agents
: Alankit Assignment Limited 2E/21 Alankit House, Jhandewalan Extension,
New Delhi – 110055 of the Company for both physical and electronic mode
of share transfers.
Contact Person :
Mr. Y K Singhal, Vice President.
Phones
:
011-42541234
Fax
:
011-23552001
Email
:
rta@alankit.com
info@alankit.com
www.alankit.com
Website
:
14
SHARE TRANSFER SYSTEM
The Company has appointed Alankit Assignment Limited as Registrar and Shares Transfer Agent. Shares sent for transfer in
physical form are registered by the Registrar and Share Transfer Agents within fifteen days of receipt of the documents, if
found in order. Shares under objection are returned within two weeks. All requests for dematerialization of shares are
processed, if found in order and confirmation is given to the respective depositories i.e. National Securities Depository
Ltd.(NSDL) and Central Depository Services Limited (CDSL) within twenty-one days.
All the transfers received are processed and approved by the Share Transfer & Shareholders / Investors Grievance Committee
at its meetings. For redressal of transfer related grievances, shareholders may contact Mr. Vikram Bhardwaj, DGM – Legal and
Secretarial at the registered office address of the Company
INVESTOR SERVICES
Number of Complaints received, not solved & shares pending transfer
Complaints outstanding as on April,1, 2010
0
Complaints received during the year ended March 31,2011
69
Complaints resolved during the year ended March 31,2011
69
Complaints pending as on March 31, 2011
0
OTHERS
Name and designation of compliance officer: Mr. Vikram Bhardwaj, DGM – Legal & Secretarial.
Venue and Time of the Last Three General Body Meetings
Date
Category
Venue
Time
No. of
Special
Resolutions
Members present by
Person
Proxy
Representative of
Body Corporate
23.08.2008 AGM
Air Force
Auditorium,
Subroto Park,
New Delhi
10.00 AM 2
2099
31
1
30.07.2009 AGM
FICCI
Auditorium,
Tansen Marg,,
New Delhi
10.00 AM -
2447
51
1
22.07.2010 AGM
Air Force
Auditorium
Subroto Park,
New Delhi
10.00 AM -
2506
1
1
The resolutions were (including special resolution) passed on show of hands with requisite majority. The venue of the
General Meeting of the Company has been chosen for its location, prominence, and capacity.
Postal Ballots
No Special Resolution was required to be put through a Postal Ballot during last financial year
15
STOCK PERFORMANCE
Market price data: The monthly high and low stock quotations during the last financial year at the Bombay Stock
Exchange and performance in comparison to BSE Sensex are given below:
Month
High
Low
Apr-10
34.15
28.30
May-10
30.90
25.80
Jun-10
28.25
24.50
Jul-10
31.80
60
25,000.00
50
25.50
20,267.98
47.65
47.05
18,047.86 17,536.86 17,919.62 18,237.56 18,475.27
47.05
30.90
Sep-10
47.65
41.00
share price
Aug-10
34.15
30.9
30
32.8
31.8
46.25
41.50
10,000.00
20
5,000.00
0
0.00
Apr-10
Nov-10
51.50
36.00
Dec-10
43.10
33.60
Jan-11
42.40
33.80
Feb-11
40.00
27.00
Mar-11
32.80
27.80
15,000.00
28.25
10
Oct-10
20,000.00
Sensex
40
51.5
19,575.16
20,854.55 21,108.64 20,552.03 20,664.80
46.25
18,690.97
43.1
42.4
40
May-10
Jun-10
Jul-10
Aug-10
Sep-10
Oct-10
Nov-10
Dec-10
Jan-11
Feb-11
Mar-11
Month
High share price (Rs.)
High Sensex
STOCK CODE
The stock code of the Company at BSE
: 500414
ISIN allotted by National Securities Depository Limited and
Central Depositories Securities Limited for Equity Shares
:
INE064A01026
The Company’s shares are covered under the compulsory dematerialization list and are transferable through the depository
system. Share received for physical transfers are registered within a maximum period of two weeks from the date of receipt, if
the documents are clear in all respects.
As on 31 March 2011, the distribution of Company’s shareholding was as follows: No. of Shares
No. of Share
holders
% of Share
holders
Share Amount
UPTO - 2500
54520
97.999
11926437
11.814
2501 - 5000
565
1.016
2205422
2.185
5001 - 10000
304
0.546
2339922
2.318
10001 - 20000
125
0.225
1940224
1.922
20001 - 30000
51
0.092
1278364
1.266
30001 - 40000
17
0.031
611984
0.606
40001 - 50000
18
0.032
866967
0.859
50001 - 100000
17
0.031
1202280
1.191
100001 AND ABOVE
16
0.029
78578400
77.839
TOTAL
55633
100.00
100950000
16
% of Amount
100.00
DEMATERIALISATION OF SHARES
Dematerialization of shares: The Company appointed M/s Alankit Assignments Limited as depository registrar and signed
tripartite agreements with NSDL/CDSL to facilitate dematerialization of shares. Shares received for dematerialization are
generally confirmed within a maximum period of two weeks from the date of receipt, if the documents are clear in all respects.
There are 31802 no. of shareholders holding their shares in dematerialized form, which represent 21.96% of the paid up
capital of the Company.
PLANT LOCATION
Timex Group India Limited,
Plot No-10, Baddi, Ind. Area Katha, Near Fire Station Baddi, Nalagarh, Solan, Himachal Pradesh.
Address for correspondence:
Timex Group India Limited, 117, GF, World Trade Centre, Babar Road, New Delhi -110 001
B. NON MANDATORY
REMUNERATION COMMITTEE
The details are given under the heading “Other Sub-Committee of Board of Directors”
CORPORATE POLICY MANUAL
The Timex Group has a Corporate Policy Manual outlining the policies applicable to the Group Companies so that it promotes
ethical and moral behavior in all its business activities. Employees are free to report a violation of any law, mismanagement,
gross waste or misappropriation of funds, a substantial and specific danger to public health and safety, or an abuse of
authority without fear of retribution or even can request advice when in doubt about the propriety of some action. Employees
also may, if they wish, make anonymous reports of violations or other irregularities. Employees may also call the compliance
line, toll free 24 hours a day. The Corporate Policy Manual is available on Timex group website at below stated link.
http://intranet.timexgroup.com/
The Company also has in place a “Women’s Committee” since 01 October 2003, to take care of cases of sexual harassment in
workplace. This Committee is chaired by a woman running an independent NGO and is assisted by a team of women
employees.
AUDIT QUALIFICATIONS
During the year under review, there were no audit qualifications in the Company’s financial statements. The Company
continues to adopt best practices to ensure a regime of unqualified financial statements.
TRAINING OF BOARD MEMBERS:
The Company’s Board of Directors consists of professionals with expertise in the respective fields. They endeavor to keep
themselves updated with the global economic changes and various legislations. They attend various workshops and seminars
to keep themselves abreast with the changing business environment.
17
Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
Certification as per Clause 49(V) of the Listing Agreement
The Board of Directors
Timex Group India Limited
New Delhi
CERTIFICATION TO THE BOARD PURSUANT TO CLAUSE 49(V) OF THE LISTING AGREEMENT
This is to certify that;
a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge
and belief:
i)
these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
ii)
These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s code of conduct.
(c ) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed
to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we
are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the auditors and Audit Committee;
i)
significant changes in internal control during the year over financial reporting during the year;
ii)
significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and
iii)
Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having a significant role in Company’s internal control system over financial reporting.
V.D.Wadhwa
Managing Director
Ananda Mukherjee
CFO
Dated: 26 May, 2011
DECLARATION BY THE CEO UNDER CLAUSE 49 I (D) OF THE LISTING AGREEMENT REGARDING
ADHERENCE TO THE CODE OF CONDUCT
I hereby confirm that:
The Company has obtained from all the members of the Board and Senior Management, Affirmation that they have
complied with the Code of Conduct in respect of the financial year 2010 -2011.
Sd/V.D.Wadhwa
Managing Director
18
CERTIFICATE
To the Members of Timex Group Indian Limited
We have examined the compliances of the conditions of Corporate Governance by Timex Group of India Limited, for the
financial year ended on 31 March, 2011 as stipulated in Clause 49 of the Listing Agreement of the said Company entered with
Bombay Stock Exchange.
The Compliances of the conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedure and implementation thereof, adopted by the Company for insuring the compliances of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In out opinion and to the best of our information and according to the explanations given to us and the representation made
by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance
as stipulated in the above mentioned Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficency or
effectivness with which the management has conducted the affairs of the Company.
For K. K. MALHOTRA & CO.
Company Secretaries
Date : 26 May, 2011
Place : New Delhi
K.K. MALHOTRA
C. P. No. : 446
19
Auditors’ Report
To the Members of
1.
We have audited the attached Balance Sheet of Timex Group India Limited (‘the Company’) as at 31 March 2011, the
Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
3.
As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’), issued by the Central Government of India
in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4.
Further to our comments in the Annexure referred to above, we report that:
(a)
we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary
for the purposes of our audit;
(b)
in our opinion, proper books of account as required by law have been kept by the Company so far as appears from
our examination of those books;
(c)
the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in
agreement with the books of account;
(d)
in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this
report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,
1956, to the extent applicable;
(e)
on the basis of written representations received from the directors as on 31 March 2011, and taken on record by the
Board of Directors, we report that none of the directors is disqualified as on 31 March 2011 from being appointed
as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956, except in respect
of one of the directors of the Company, who has since expired, no such representation as on 31 March 2011 has
been made available to us in respect of such director. In the absence of such written representation, we are
unable to comment whether such director was disqualified from being appointed as director under clause (g) of
sub section (1) of section 274 of the Companies Act, 1956;
(f)
in our opinion, and to the best of our information and according to the explanations given to us, the said accounts
give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India:
(i)
in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2011;
(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
For B S R & Co.
Chartered AccountantsRegistration No: 101248W
Rakesh Dewan
Partner
Membership No.: 092212
Place: New Delhi
Date: 26 May 2011
20
Annexure referred to in para 3 of the Auditors’ report to the members of Timex Group India Limited on the financial
statements for the year ended 31 March 2011
(i)
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of fixed assets.
(b) As explained to us, the Company has a regular programme of physical verification of its fixed assets by which all
fixed assets are verified in a phased manner over a period of two years. According to this programme, the Company
has verified certain fixed assets at its factory at Baddi and its corporate office during the year. In our opinion, this
periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its
assets. As informed to us, no material discrepancies were noticed on such verification. For assets lying with third
parties at the year-end, written confirmations have been obtained.
(c) In our opinion, and according to information and explanations given to us, the fixed assets disposed off during the
year are not substantial and therefore, do not affect the going concern assumption.
(ii)
(a) According to the information and explanations given to us, the inventories, except goods-in-transit and stocks
lying with third parties, have been physically verified by the management during the year. In our opinion, the
frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations
have been obtained.
(b) In our opinion and according to the information and explanations given to us, the procedures for the physical
verification of inventories followed by the management are reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining
proper records of inventories. As confirmed to us, the discrepancies noticed on physical verification of inventories
as compared to book records were not material and have been properly dealt with in the books of account.
(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans,
secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301
of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that
purchases of certain items of inventories and fixed assets are for the Company’s specialised requirements and similarly
certain goods and services sold are for the specialised requirements of the buyers and suitable alternative sources are
not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size
of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard
to the sale of goods and services. Further, on the basis of our examination and according to the information and
explanations given to us, we have neither come across nor have been informed of any instances of major weaknesses in
the aforesaid internal control system.
(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or
arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be
maintained under that section.
(b)
In our opinion, and according to the information and explanations given to us, the transactions made in pursuance
of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh are for the specialized
requirements of the Company/buyers for which suitable alternative sources are not available to obtain comparable
quotations. However, on the basis of information and explanations provided, the same appears to be reasonable.
(vi) The Company has not accepted any deposits from public during the year.
(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system
commensurate with the size and nature of its business.
21
(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the
Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of
the products covered and are of the opinion that, prima facie, the prescribed accounts and records have been made and
maintained.However, we have not made a detailed examination of the records with a view to ensure whether they are
adequate or complete.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including
Provident Fund, Employees’ State Insurance, Income tax, Sales-tax, Service tax, Customs duty, Excise duty, Investor
Education and Protection Fund, Wealth tax and other material statutory dues, as applicable, have generally been
regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident
Fund, Employees’ State Insurance, Income tax, Sales tax, Service tax, Customs duty, Excise duty, Investor Education
and Protection Fund, Wealth tax and other material statutory dues, as applicable, were in arrears as at 31 March 2011
for a period of more than six months from the date they became payable.
There were no dues on account of cess under section 441A of the Companies Act, 1956 since the date from which
the aforesaid section comes into force has not yet been notified by the Central Government.
(b) According to the information and explanations given to us, there are no dues in respect of Income-tax, Service tax
and Wealth tax which have not been deposited with the appropriate authorities on account of any dispute. According
to the information and explanations given to us, the following dues of Sales tax, Custom duty and Excise duty have
not been deposited by the Company on account of disputes:
Name of the
Statute
Nature of
the dues
Amounts
(Rs. thousand)
Central Excise Act, 1944
Excise duty
4,253
(Cenvat credit)
Penalty
4,253
Excise duty
Penalty
1,630
50
Excise duty
632
Central Sales Tax
Act, 1956
Sales Tax
5,898
The Kerala Sales
Tax Act,1963
Sales Tax
Amounts paid Period to
Forum where
under protest
which the
dispute
(Rs. Thousand) amount relates is pending
1995-96 to
1998-99
CESTAT,
New Delhi
-
1999-2000 to
2000-01
Supreme Court
550
1992-93 and
1996-97
Deputy Commissioner,
Central Excise
-
1994-95
Deputy Commissioner
– Commercial tax
84
-
1995-96
Assistant Commissioner
– Sales Tax
Tamil Nadu General Sales Sales Tax
Tax Act, 1959
818
-
1992-93 to
1993-94
Commercial
taxation officer
Andhra Pradesh Sales
Tax Act, 1957
Sales Tax
44
-
1995-96
Commercial
taxation officer
Karnataka Sales Tax
Act, 1957
Cess
69
-
1995-96
Deputy Commissioner
– Commercial taxes
Tamil Nadu General Sales Sales Tax
Tax Act, 1959
941
941
2002-03
High Court, Chennai
Customs Act,1962
779
779
1995-96
Commissioner,
Customs (Appeals)
Custom duty
700
22
In respect of cess, refer to our comment in para (ix) (a).
(x)
The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses
during the financial year and in the immediately preceding financial year.
(xi)
The Company did not have any outstanding due to any financial institution, banks or debenture holders during the
year.
(xii)
According to the information and explanations given to us, the Company has not granted any loans and advances on
the basis of security by way of pledge of shares, debentures and other securities.
(xiii)
According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit
fund/ society.
(xiv)
According to the information and explanations given to us, the Company is not dealing or trading in shares, securities,
debentures and other investments.
(xv)
According to the information and explanations given to us, the Company has not given any guarantees for loans
taken by others from banks or financial institutions.
(xvi)
According to the information and explanations given to us, the Company did not have any term loans outstanding
during the year.
(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the
Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares during the year to companies/firms/parties covered
in the register maintained under Section 301 of the Companies Act, 1956.
(xix)
The Company did not have any outstanding debentures during the year.
(xx)
The Company has not raised any money by way of public issues during the year.
(xxi)
According to the information and explanations given to us, no fraud on or by the Company has been noticed or
reported during the course of our audit for the year.
For B S R & Co.
Registration No: 101248W
Rakesh Dewan
Partner
Place: New Delhi
Date: 26 May 2011
23
BALANCE SHEET
as at 31 March 2011
(Rs. in thousands)
Schedule
As at
31 March 2011
As at
31 March 2010
1
2
511,950
198,953
710,903
511,950
90,842
602,792
364,875
(235,398)
129,477
5,474
134,951
346,832
(219,173)
127,659
2,624
130,283
336,588
774,943
122,558
138,203
1,372,292
323,679
628,092
112,038
99,773
1,163,582
(642,169)
(154,171)
575,952
(579,822)
(111,251)
472,509
710,903
602,792
SOURCES OF FUNDS
Shareholders’ funds
Share capital
Reserves and surplus
APPLICATION OF FUNDS
Fixed assets
Gross block
Accumulated depreciation
Net block
Capital work-in-progess
3
Current assets, loans and advances
Inventories
Sundry debtors
Cash and bank balances
Loans and advances
4
5
6
7
Less: Current liabilities and provisions
Current liabilities
Provisions
Net current assets
8
Significant accounting policies
Notes to the accounts
14
15
The Schedules referred to above form an integral part of the financial statements.
As per our report attached
For B S R & Co.
For and on behalf of the Board
Firm Registration No: 101248W
Rakesh Dewan
Partner
Kapil Kapoor
Chairman
Place: New Delhi
Date: 26 May 2011
24
V D Wadhwa
Managing Director
Ananda Mukherjee
CFO & Vice President
(Finance & IT)
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2011
(Rs. in thousands)
Schedule
INCOME
Sales
Less: Excise duty
Net sales
Service income
Net income from operations
Other income
Year ended
31 March 2011
Year ended
31 March 2010
1,712,636
(25,193)
1,687,443
38,255
1,725,698
13,384
1,739,082
1,341,051
(20,787)
1,320,264
35,589
1,355,853
44,856
1,400,709
931,077
161,769
453,502
16,926
47
1,563,321
745,113
148,486
423,799
22,881
1,679
1,341,958
175,761
35,663
140,098
55,717
195,815
27,431
4,556
163,828
58,751
12,518
46,233
41,577
87,810
27,431
4,662
55,717
1.07
0.14
9
EXPENDITURE
Materials consumed and movements in
finished goods and work-in-progress .
Personnel cost
Other expenses
Depreciation and amortisation
Interest
10
11
12
3
13
Profit before tax
Less: Minimum alternate tax
Profit after tax
Balance brought forward
Profit available for appropriation
Less: Proposed dividend
Less: Tax on proposed dividend
Profit carried forward
Basic and diluted earnings per share
(Refer to note 4 of schedule 15)
14
15
The Schedules referred to above form an integral part of the financial statements.
For B S R & Co.
Rakesh Dewan
Partner
Kapil Kapoor
Chairman
V D Wadhwa
Managing Director
Place: New Delhi
Date: 26 May 2011
25
Ananda Mukherjee
(Finance & IT)
Schedules forming part of the accounts
(Rs. in thousands)
As at
31 March 2011
As at
31 March 2010
1,250,000
450,000
1,250,000
450,000
1,700,000
1,700,000
100,950,000 (previous year 100,950,000) equity shares of Re. 1 each, fully paid up. 100,950
Of the above:
100,950
1 . Share capital
Authorised
1,250,000,000 (previous year 1,250,000,000) equity shares of Re. 1 each
45,000,000 (previous year 45,000,000) preference shares of Rs. 10 each
Issued, subscribed and paid-up
- 75,645,100 (previous year 75,645,100) equity shares of Re. 1 each are held by
Timex Group Luxury Watches B.V., the holding company.The ultimate holding
company is Timex Group B.V.
2,500,000 (previous year 2,500,000), 0.1% non cumulative redeemable non
convertible preference shares of Rs. 10 each, fully paid up*
25,000
25,000
15,700,000 (previous year 15,700,000), 7.1% cumulative redeemable non
convertible preference shares of Rs. 10 each, fully paid up**
157,000
157,000
22,900,000 (previous year 22,900,000), 7.1% cumulative redeemable non
convertible preference shares of Rs. 10 each, fully paid up***
229,000
229,000
511,950
511,950
*
Maturity period for redemption of preference shares is ten years from the date of allotment i.e. 25 March 2003, with
an option to the Company of an earlier redemption after 24 March 2005.
** Maturity period for redemption of preference shares is ten years from the date of allotment i.e. 27 March 2004, with
an option to the Company of an earlier redemption after 27 March 2006. (Refer to note 3 of schedule 15).
*** Maturity period for redemption of preference shares is ten years from the date of allotment i.e. 21 March 2006, with
an option to the Company of an earlier redemption after 21 March 2008. (Refer to note 3 of schedule 15).
-
All preference shares issued by the Company are held by Timex Group Luxury Watches B.V., the holding company.
2 . Reserves and surplus
Share premium account
Profit and Loss Account
Opening balance
Add: Profit for the year before appropriation
Less: Proposed dividend
Less: Tax on proposed dividend
26
35,125
35,125
35,125
35,125
55,717
140,098
(27,431)
(4,556)
163,828
41,577
46,233
(27,431)
(4,662)
55,717
198,953
90,842
3. Fixed assets *
(Rs. in thousands)
Gross block
Description
Depreciation/amortisation
Net block
As at Additions D e l e t i o n s
As at
Upto For the
Deletions/
Upto
As at
As at
31 March
during
during 31 March 31 March
year
adjustments 31 March 31 March 31 March
2010 the year the year
2011
2010
during the year
2011
2011
2010
Tangible assets
Leasehold land
Buildings
15,480
-
-
15,480
641
165
-
806
14,674
14,839
33,402
-
-
33,402
3,221
1,115
-
4,336
29,066
30,181
15,474
-
-
15,474
14,019
925
-
14,944
530
1,455
203,621
3,014
-
206,635
152,346
4,216
-
156,562
50,073
51,275
8,618
967
37
9,548
2,958
347
35
3,270
6,278
5,660
Furniture and fixtures
28,719
12,334
-
41,053
17,344
5,877
-
23,221
17,832
11,375
Computer equipment
38,943
2,432
667
40,708
27,866
3,917
666
31,117
9,591
11,077
344,257
18,747
704
362,300
218,395 16,562
701
234,256
128,044
125,862
Computer software
2,575
-
-
2,575
778
364
-
1,142
1,433
1,797
Total intangible assets
2,575
-
-
2,575
778
364
-
1,142
1,433
1,797
Grand Total
346,832
18,747
704
364,875
219,173 16,926
701
235,398
129,477
127,659
Previous Year
355,371
9,305
17,844
346,832
209,727 22,881
13,435
219,173
127,659
-
5,474
2,624
134,951
-
Leasehold improvements
Plant and machinery
Office equipment
Total tangible assets
Intangible assets
Capital Work in Progress
* refer note 4 of schedule 14
(Rs. in thousands)
As at
31 March 2011
4.
As at
31 March 2010
Inventories
(at the lower of cost and net realisable value)
Raw materials and components [including goods-in-transit Rs.3,788
thousand (previous year Rs. 7,845 thousand)]
Work-in-progress
Finished goods [including goods-in-transit Rs. 1,866 thousand
(previous year Rs.6,617 thousand)]
Stores and consumables
27
119,006
113,273
11,129
29,324
206,051
402
336,588
180,662
420
323,679
(Rs. in thousands)
As at
31 March 2011
5.
As at
31 March 2010
Sundry debtors *
(Unsecured and considered good, unless otherwise stated)
Debts outstanding for a period exceeding six months
- Considered good
- Considered doubtful
49,905
32,335
Other debts, considered good
Provision for doubtful debts
‘
82,240
88,861
34,966
123,827
725,038
(32,335)
774,943
539,231
(34,966)
628,092
846
28,737
324
9,022
22,820
70,155
60,037
42,655
122,558
112,038
316
442
1,270
72,110
14,754
49,753
933
52,874
12,205
33,319
138,203
99,773
613,375
28,794
642,169
565,423
14,399
579,822
* Refer to note 16 of schedule 15.
6.
Cash and bank balances
Cash in hand
Cheques in hand
Balances with scheduled banks:
- Current accounts
- Fixed deposit
[includes Rs. 155 thousand (previous year Rs. 155 thousand) pledged
with bank as security for guarantees issued on behalf of the Company]
7.
Loans and advances
Secured, considered good
- Vehicle loans to employees*
Unsecured, considered good
- Loans and advances to employees**
- Advances recoverable in cash or in kind or for value to be received
- Balances with customs and excise authorities
- Advance tax
* Secured by hypothecation of respective vehicles.
** Refer to note 17 of schedule 15.
8.
Current liabilities and provisions
Current liabilities
Sundry creditors
- Total outstanding dues to micro and small enterprises*
- Others
Other liabilities
* Refer to note 2 of schedule 15.
28
As at
31 March 2011
Provisions
Gratuity
Leave encashment
Warranties**
Minimum alternate tax
Fringe benefit tax [net of advance tax of Rs. 22,268 thousand
(previous year Rs. 22,268 thousand)]
Proposed dividend
Tax on proposed dividend
Sales returns**
(Rs. in thousands)
As at
31 March 2010
13,645
13,025
9,554
67,507
8,612
10,787
12,723
31,844
275
27,431
4,556
18,178
275
27,431
4,662
14,917
154,171
111,251
** Refer to note 21 of schedule 15.
Year Ended
31 March 2011
9.
Other income
Interest income
- on dues from customers
- on deposits with banks (gross)
[Tax deducted at source Rs. 345 thousand (previous year Rs. 57 thousand)]
Exchange gain (net)
Liabilities/provisions no longer required written back
Gain on sale of fixed assets
Rental income
Miscellaneous income
(Rs. in thousands)
Year Ended
31 March 2010
460
3,467
969
635
3,275
973
13
930
4,266
21,064
17,500
13,384
44,856
1,540
3,148
10 . Materials consumed and movements in finished goods and work-in-progress *
Raw materials and components consumed *
Excise duty
25,255
Less: Excise duty recovered
25,193
Purchase of watches for resale
Decrease/(increase) in inventories of finished goods and work-in-progress
Opening stock
- Work in progress
29,324
- Finished goods
180,662
209,986
Closing stock
- Work in progress
- Finished goods
11,129
206,051
217,180
922,655
62
15,554
29
(1,848)
12,686
12,095
144,466
156,561
(7,194)
931,077
* Refer to note 11 of Schedule 15
787,700
18,939
20,787
29,324
180,662
209,986
(53,425)
745,113
(Rs. in thousands)
Year ended
31 March 2011
Year ended
31 March 2010
11 . Personnel cost
Salaries, wages and bonus
Contribution to provident and other funds
Workmen and staff welfare
Gratuity
132,011
9,991
14,356
5,411
161,769
126,601
8,492
12,620
773
148,486
207,615
12,238
41,075
5,018
179,321
19,463
37,386
6,077
2,629
2,022
3,027
33,684
17,866
2,425
41,265
8,734
1,430
12,750
16,914
19,142
-
852
1,873
3,195
33,201
13,696
2,073
33,995
8,453
1,516
16,277
16,066
14,687
8,739
12 . Other expenses
Advertising, marketing and brand building expenses
Warranty
Selling and distribution
Power and fuel
Repairs and maintenance:
- buildings
- plant and machinery
- others
Rent
Rates and taxes
Insurance
Travelling
Communication
Bank charges
Legal and professional (Refer note 7 of Schedule 15)
Commission
Purchased services
Bad debts written off
Less: Provision held
Advances written off
Loss on sale/retirement of fixed assets
Miscellaneous expenses *
29
(29)
1,551
1,390
22,727
453,502
1,673
(1,673)
3,454
764
22,711
423,799
* includes director’s sitting fees Rs. 1,040 thousand (previous year Rs.760 thousand).
13 . Interest
Interest on bank overdrafts and short term loans
30
47
1,679
47
1,679
SCHEDULE - 14
SIGNIFICANT ACCOUNTING POLICIES
1.
Background
Timex Group India Limited (TGIL or the Company), a subsidiary of Timex Group Luxury Watches B.V. (formerly Timex
Watches B.V.), is a limited liability Company incorporated on 4 October 1988 under the provisions of the Companies Act,
1956. The Company is listed on Bombay Stock Exchange in India.
The Company’s business consists of manufacture and trade of watches and rendering of related after sales service. The
Company also provides accounting and information and technology support to group companies.
2.
Basis of preparation of financial statements
The financial statements are prepared and presented under the historical cost convention, on accrual basis of accounting
in accordance with the Generally Accepted Accounting Principles (‘GAAP’) in India and comply with the accounting
standards prescribed by the Companies (Accounting Standards) Rules, 2006 and the presentational requirements of the
Companies Act, 1956, to the extent applicable.
3.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities on the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of
such estimates include estimated provision for doubtful debts, warranties, future obligations under employee retirement
benefit plans and estimated useful life of fixed assets. Differences between actual results and estimates are recognised
in the year in which the actual results are known or materialised. Any revision to accounting estimates is recognised in
accordance with the requirements of the respective accounting standard.
4.
Fixed assets and depreciation
Fixed assets are carried at cost of acquisition less accumulated depreciation/amortisation. Cost is inclusive of freight,
duties, taxes and any other directly attributable costs to bring the assets to their working condition for intended use.
Depreciation on tangible assets other than leasehold land and leasehold improvements is provided under the straight
line method over the useful life as estimated by the management or the derived useful life as per Schedule XIV of the
Companies Act, 1956, whichever is lower. Depreciation on the following categories of fixed assets is provided at rates
that are higher than the corresponding rates prescribed in Schedule XIV:
•
•
•
Plant and machinery (including office equipment) at rates ranging from 4.75% per annum to 100% per annum based
on technical evaluation.
Furniture and fixtures at the rate of 20% per annum.
Tools and moulds are fully depreciated in the year of manufacture / purchase.
Depreciation on additions is provided on a pro-rata basis from the date of acquisition/installation.
Depreciation on sale/deduction from fixed assets is provided for upto the date of sale/adjustment, as the case may be.
Leasehold land is amortised over the period of lease.
Leasehold improvements are depreciated under the straight line method over the lowest of the following:
(i) period of the lease
(ii) useful life as estimated by management
(iii) derived useful life as per Schedule XIV.
Intangible assets are amortised over their estimated useful life of 5 years.
Assets costing upto Rs. 5,000 are fully depreciated in the year of purchase.
During the previous year, the Company had revised its estimate of residual values of certain items of office equipment,
leasehold improvement, IT equipment and furniture and fixture and had provided accelerated depreciation thereon
amounting to Rs. 3,230 thousand.
31
5.
Impairment
The carrying amounts of assets are reviewed at each balance sheet date in accordance with Accounting Standard – 28
on ‘Impairment of Assets’ to determine whether there is any indication of impairment. If any such indication exists, the
recoverable amount of the asset is estimated. An impairment loss is recognised whenever the carrying amount of an
asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit and loss
account. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined net of depreciation or amortisation, if no impairment loss had been recognised.
6.
7.
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of inventories includes all costs incurred in
bringing the inventories to their present location and condition.
In determining the cost, the weighted average cost method is used. Fixed production overheads are allocated on the
basis of normal capacity of production facilities. Finished goods and work-in-progress include appropriate share of
allocable overheads.
Finished goods held for the purpose of demonstration are amortised over a period of three years after deducting
residual value.
Employee benefits
The Company’s obligations towards various employee benefits have been recognised as follows:
Short term benefit
All employee benefits payable/available within twelve months of rendering the service are classified as short-term
employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the profit and loss account in the
period in which the employee renders the related service.
Post employment benefits
In respect of the defined contribution plan in the form of Superannuation, the Trustees of the Scheme have entrusted
the administration of the Scheme to the Life Insurance Corporation of India (LIC). Annual contribution to the LIC is
recognised as an expense in the profit and loss account.
Charge for the year in respect of unfunded defined benefit plan in the form of gratuity has been ascertained based on
actuarial valuation at the year end using the Projected Unit Credit Method, which recognises each period of service as
giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final
obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rate used
for determining the present value of the obligation under defined benefit plans, is based on the market yields on
Government securities as at the valuation date having maturity periods approximating to the terms of related obligations.
Actuarial gains and losses are recognised immediately in the profit and loss account.
Provident Fund (PF): In respect of certain employees, the Company deposits contribution with the Regional Provident
Fund Commissioner and will have no obligation to pay further amounts. Accordingly, this plan is considered as a
defined contribution plan.
For other employees, the Company contributes to the PF Trust which is administered by trustees of an independently
constituted Trust recognised by the Income-tax Act, 1961. Contributions, including shortfall, if any, to the Trust are
charged to the profit and loss account on an accrual basis. As the provident fund scheme has a guaranteed return linked
with that under EPF Scheme, 1952, the same has been considered as a defined benefit plan.
Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or
settlement occurs.
Other long term benefits
Compensated absences are in the nature of other long term employee benefits. Cost of long term benefit by way of
accumulating compensated absences that are expected to be availed after a period of 12 months from the year end are
recognised when the employees render the service that increases their entitlement to future compensated absences.
32
The liability in respect of compensated absences is provided on the basis of an actuarial valuation done by an independent
actuary at the year end. Actuarial gains and losses are recognized immediately in the Profit and Loss Account.
8.
Revenue recognition
Revenue from sale of goods is recognised on delivery of goods to the buyer which coincides with transfer of all
significant risks and rewards of ownership. The amount recognised as sale is inclusive of excise duty and excludes sales
tax and trade and quantity discounts.
Revenue from services is recognised on rendering of services to customers on accrual basis.
Interest income is recognised on a time proportion basis.
9.
Foreign currency transactions
Foreign exchange transactions are recorded using the exchange rate prevailing on the date of the transaction. Exchange
differences arising on foreign exchange transactions settled during the year are recognised in the Profit and Loss
Account of the year.
Monetary assets and liabilities denominated in foreign currencies remaining unsettled as at the balance sheet date are translated
at the exchange rates on that date and the resultant exchange differences are recognised in the Profit and Loss Account.
10. Warranties
Warranty costs are estimated by the management on the basis of past experience. Provision is made for the estimated
liability in respect of warranty costs in the year of sale of goods.
11. Taxation
Income tax expense comprises current tax/fringe benefit tax (that is amount of tax for the year determined in accordance
with the Income-tax Act, 1961) and deferred tax charge or credit (reflecting the tax effects of timing difference between
accounting income and taxable income for the period). The deferred tax charge or credit and the corresponding deferred
tax liability or deferred tax asset is recognised using the tax rates that have been enacted or substantially enacted as at
the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty of realisation.
Such assets are reviewed at each balance sheet date to reassess realisation. However, where there are carried forward
losses or unabsorbed depreciation under taxation laws, deferred tax assets are recognised only if there is virtual
certainty of realisation of such assets.
The credits arising from Minimum Alternate Tax paid are recognised as receivable only if there is reasonable certainty
that the Company will have sufficient taxable income in future years in order to utilize such credits.
12. Leases
Lease rentals in respect of assets taken on operating lease are charged on a straight-line basis to the Profit and Loss Account.
Lease income from operating leases is recognised in the Profit and Loss Account on a straight line basis over the lease term.
13. Other Provisions and Contingent Liabilities
A provision arising from claims, litigation, assessment, fines, penalties, etc. is recognised when the Company has a
present obligation as a result of a past event and it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
These are reviewed at each balance sheet date and adjusted to reflect current management estimates. Contingent
liabilities are disclosed in respect of possible obligations that have risen from past events and the existence of which will
be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the enterprise. When there is a possible obligation or present obligation where the likelihood of an outflow
is remote, no disclosure or provision is made.
Provision for sales returns is recognised to the extent of estimated margin on expected returns based on past trends.
14. Earnings per share
Basic earnings per share are computed using the weighted average number of equity shares outstanding during the
year. Diluted earnings per share are computed using the weighted average number of equity and dilutive potential
equity shares outstanding during the year, except where the results would be anti-dilutive.
33
SCHEDULE - 15
NOTES TO THE ACCOUNTS
1.
(a) Capital commitments
(Rs. in thousands)
Particulars
Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances)
As at
31 March 2011
As at
31 March 2010
479
781
(b) Contingent liabilities
(Rs. in thousands)
Particulars
As at
31 March 2011
As at
31 March 2010
7,854
9,188
779
6,676
12,788
45,663
7,854
9,188
779
6,676
12,081
38,719
Claims against the Company not acknowledged as debts
a) Sales tax
b) Excise duty
c) Customs duty
d) Income tax
e) Others*
Bills discounted
*During the previous years, the Company had received a notice from the relevant Government authorities for non
payment of stamp duty on a lease entered into by the Company. However, the demand order has not been received by
the Company and the liability on this account cannot be ascertained.
2.
Based on the information presently available with the management, there are no dues outstanding to micro and small
enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 as at 31 March 2011
(previous year Rs. Nil).
3.
The dividend liability on 15,700,000 2.9% cumulative redeemable non-convertible preference shares of Rs.10 each and
22,900,000 5.4% cumulative redeemable non-convertible preference shares of Rs. 10 each, payable until 31 March 2009
was waived off as per the consent of the holders of these preference shares vide their letter dated 15 March 2009. The
coupon rate applicable to these series of preference shares was revised to 7.1% effective 1 April 2010 till the date of
maturity.
4.
Earnings per share
The computation of basic/diluted earnings per share is set out below:
Particulars
Profit as per profit and loss account (Rs. in thousands)
Less: Preference dividend and tax thereon (Rs. in thousands)
Net Profit attributable to equity shareholders (Rs. in thousands) – (A)
Basic/weighted average no of equity shares outstanding during the
year – (No. in thousands.) – (B)
Nominal value of equity shares (Rs)
Basic /diluted Earnings per share (Rs.) – (A)/(B)
34
Year ended
31 March 2011
Year ended
31 March 2010
140,098
31,987
108,111
46,233
32,093
14,140
100,950
1.00
1.07
100,950
1.00
0.14
5.
Managerial Remuneration *
(Rs. in thousands)
Particulars
Year ended
31 March 2011
Year ended
31 March 2010
9,499
883
1,320
1,040
4,815
648
720
760
12,742
6,943
Salaries and other allowances
Contribution to Provident and other funds
Perquisites
Sitting fees
Total
* Does not include expenses towards gratuity and leave encashment since the same are based on actuarial valuation
carried out for the Company as a whole.
6.
Related parties
a.
b.
Related parties and nature of related party relationship where control exists:
Description of Relationship
Name of the Party
Ultimate Holding Company
Holding Company
Timex Group B.V.
Timex Group Luxury Watches B.V (formerly Timex
Watches B.V)
Other related parties with whom transactions have taken place:
Description of Relationship
Name of the Party
Fellow Subsidiaries
Timex Group B.V. T/A Mersey Manufacturers
Fralsen Horlogerie S.A
TMX Limited NV
TMX Limited NV (International Sales Division)
Timex Corporation (Germany)
Timex Corporation (Middlebury)
Opex S.A.
Timex Limited NV
Timex Group UK
Timex Nederland B.V.
Timex Group USA Inc.
Timex Group Luxury Watches B.V.(Ferragamo)
Tiempo, S.A. de. C.V
Timex Group Precision Engineering Limited (TGPEL)
Timex Hong Kong Limited
Timex Do Brasil Comercio E Industria Ltd.
Timex Portugal
Timex Hungary Limited
Verstime S.A.
Key Management Personnel
Gopalratnam Kannan (upto 28 April 2010)V.D. Wadhwa
(w.e.f 29 April 2010)
35
c. Transactions and outstanding balances with related parties
(Rs. in thousands)
Party Name
IT
Purchase of
Support
Goods
Reimbursement
Paid
Service
Service
Sale of
Received Income
charges
goods
expenses
Ultimate holding company
Timex Group B.V
Payable
Receivable
Paid
-
-
-
155
-
12,319
162
-
-
-
12,194
6,284
40
-
-
-
-
-
-
-
40
-
1,181
-
2,600
-
-
-
-
-
472
-
13,280
1,029
-
908
19
-
-
-
5,034
28
868
18
16,601
478
35
-
3,203
176
13,778
23,987
-
-
35,710
17,316
3,827
71,551
119,205
149,258
336
326
155
-
-
-
296,336
218,346
9
6,846
Holding company
Timex Group Luxury
Watches B.V.
Fellow subsidiaries
Timex Group USA INC.
Timex Group B.V. T/A
Mersey Manufacturers
TIMEX CORPORATION
(MIDDLEBURY)
1,825
6,065
TMX LIMITED NV
TIMEX NEDERLAND B.V.
-
-
-
-
-
837
-
-
2,442
1,621
-
TIMEX GROUP UK
-
4
80
142
-
-
-
-
-
13
-
Timex Group Luxury
Watches B.V.( Ferragamo)
-
5,334
2,871
6
-
-
-
-
1,393
-
1,803
98
1,507
-
TMX Limited NV
(International Sales Division)
-
7
573
-
-
-
4,907
2,831
550
5,348
Timex Group Precision
Engineering Limited
-
3054
2,339
4,107
-
10,068
9,782
-
-
29
5
-
-
-
-
-
-
-
-
-
705
705
Others
-
10,514
274
-
-
-
-
-
2,162
1,974
39
70
Current year figures are in bold.
Besides the above, the Company has paid Rs. 27,431 thousand (previous year Rs. Nil) to Timex Group Luxury Watches B.V.
as dividend during the year.
(Rs. in thousands)
Transactions with key management personnel:
Year ended
31 March 2011
Year ended
31 March 2010
3,390
8,312
6,183
-
Advances given:
Gopalratnam Kannan
V. D Wadhwa
153
178
-
Amount receivable:
V. D Wadhwa
153
-
Remuneration: (refer note 5)
Gopalratnam Kannan
V. D Wadhwa
36
Note:
Timex Group Luxury Watches BV, the holding company, has provided a standby letter of credit amounting to Rs. 178,000
thousand (previous year Rs. 178,000 thousand) to the bankers of the Company as a guarantee for use of cash credit and
overdraft facilities.
7.
Payment to auditors (including service tax):
Particulars
(a)
(b)
(c)
(d)
(e)
8.
Year ended
31 March 2011
1,655
193
1,710
745
240
4,543
Statutory audit
Tax audit
Limited review
Other services
Reimbursement of out of pocket expenses
Total
Capacity and production
Class of goods
Unit of Quantity
Watches
Nos. (thousand)
*
**
@
9.
(Rs. in thousands)
Year ended
31 March 2010
1,655
193
1,741
727
160
4,476
*
Year ended
31 March 2011
Installed
Actual
capacity **
production @
2,400
Year ended
31 March 2010
Installed
Actual
capacity **
production @
2,031
2,400
1,661
includes production at Baddi in Himachal Pradesh.
Installed capacities are as certified by management and have not been verified by the auditors, being a technical
matter.
includes 86 thousand (previous year 163 thousand) watches valued at Rs. 119,061 thousand (previous year Rs.
117,605 thousand) on account of watches received at Company’s factory at Baddi for repackaging which are
liable for excise duty.
Details of sales
Class of goods
Unit of Quantity
Watches
Nos.
(thousand)
Year ended
31 March 2011
Quantity
Value
Rs. thousands *
2,092
1,645,735
Components and others
66,901
1,712,636
Year ended
31 March 2010
Quantity
Value
Rs. thousands *
1,632
1,282,081
58,970
1,341,051
* Values are inclusive of excise duty
10. Details of inventories of finished and traded goods
Class of goods
Watches
Unit of Quantity
Nos. (thousand)
As at
31 March 2011
Quantity
Value
Rs. thousands
281
206,051
206,051
37
As at
31 March 2010
Quantity
Value
Rs. thousands
338
180,662
180,662
11.
Details of raw materials and components consumed
Class of goods
Unit of quantity
Year ended
Year ended
31 March 2011
31 March 2010
Quantity
Value
Quantity
Value
(Rs. thousands)
(Rs. thousands)
Movements
Nos. (thousand)
2,196
192,705
1,510
157,003
Straps
Nos. (thousand)
2,195
200,020
1,508
145,740
Other materials *
529,930
484,957
922,655
787,700
* No individual items account for 10 per cent or more of the total value of the raw material consumed. Its impracticable
to provide quantitative information in view of varying items diverse in size and nature.
12. Details of purchases of trading goods
Class of goods
Unit of quantity
Year ended
Year ended
31 March 2011
31 March 2010
Quantity
Value
Quantity
Value
(Rs. thousands)
(Rs. thousands)
Watches
Nos. (thousands)
15,554
6
15,554
13. Details of imported and indigenous raw materials, components, spares and consumables consumed
Particulars
Raw materials and components
Imported
Indigenous
Total
Imported
Indigenous
Total
4
Year ended
31 March 2011
Value
% of total
(Rs. thousands)
consumption
12,686
12,686
Year ended
31 March 2010
Value
% of total
(Rs. thousands)
consumption
452,252
470,403
922,655
49.02
50.98
100.00
392,390
395,310
787,700
49.81
50.19
100.00
45
1,345
1,390
3.24
96.76
100.00
11
753
764
1.44
98.56
100.00
14. Value of imports on CIF basis
Particulars
Components and spares
Purchase of watches
Consumables
Total
15. Expenditure and earnings in foreign currency
a. Expenditure in foreign currency (on accrual basis)
Particulars
Traveling
Software license fees
Sales and marketing
Others
38
Year ended
31 March 2011
309,438
83,149
36
392,623
(Rs. in thousands)
Year ended
31 March 2010
311,746
83,514
9
395,269
Year ended
31 March 2011
1,724
1,864
3,126
519
7,233
(Rs. in thousands)
Year ended
31 March 2010
1,385
6,065
1,799
9,249
b.
Earnings in foreign currency (on accrual basis)
(Rs. in thousands)
Particulars
Year ended
Year ended
31 March 2011
31 March 2010
Exports on F.O.B basis
52,711
47,382
Service income
26,097
24,149
78,808
71,531
16.
Sundry debtors include the following, which are due from bodies corporate under the same management, as defined
under Section 370 (1B) of the Companies Act, 1956.
(Rs. in thousands)
Particulars
As at
As at
31 March 2011
31 Mar 2010
Timex Group, B.V.
12,194
6,284
Timex Group Luxury Watches B. V.
1,181
Timex Deutschland G.M.B.H
9
Timex Do Brasil Comercio E Industria Ltd.
7
7
705
705
Timex Corporation (Middlebury)
3,827
71,551
TMX Limited NV
9
6,846
Timex Hungary Limited
22
22
TMX Limited NV (International Sales Division)
5,348
Tiempo, S.A. de C.V.
32
Timex Group B.V T/A Mercey Manufacturers
868
18
Timex Group Luxury Watches B.V (Ferragamo)
1,507
Timex Portugal
10
17. Loans and advances include dues from Managing Director of the Company Rs. 153 thousand (previous year Rs. Nil).
The maximum amount outstanding during the year was Rs. 153 thousand (previous year Rs. 178 thousand).
18. Taxation
The Company has significant carried forward tax losses and unabsorbed depreciation. In view of the absence of virtual
certainty of realisation of carried forward tax losses and unabsorbed depreciation allowance, deferred tax assets are
recognised only to the extent of deferred tax liabilities.
The major components of deferred tax assets and liabilities are as follows:
(Rs. in thousands)
Particulars
As at
As at
31 March 2011
31 March 2010
Deferred tax liabilities
Depreciation
5,546
10,930
Total deferred tax liability
5,546
10,930
Deferred tax assets
Gratuity
4,427
2,861
Leave encashment
4,226
3,583
10,491
11,616
Provision for warranty
3,100
4,227
Provision for sales returns
5,898
4,995
Disallowance under section 35DD of the Income-tax Act, 1961
200
Carried forward depreciation
158,314
153,334
Carried forward tax losses
74,152
Total deferred tax asset
186,456
254,968
Deferred tax asset recognised (to the extent of deferred tax liability above)
5,546
10,930
Net deferred tax asset/ (liability)
Nil
Nil
39
19. The Company has taken land and building, office premises, showrooms, other business premises and residential
accommodation for some of its employees under operating lease arrangements, with an option of renewal at the end of
the lease term and escalation clause in some of the cases. Lease payments charged during the year to the profit and loss
account aggregate Rs. 29,638 thousand (previous year Rs. 30,450 thousand). The future minimum lease payments under
non-cancellable operating leases are as follows:
(Rs. in thousands)
Future lease payments due
As at
As at
31 March 2011
31 March 2010
Within one year
22,417
24,371
Later than one year and not later than five years
25,573
44,899
Total
47,990
69,270
20. The Company has given certain items of plant and machinery on operating lease, with an option of renewal at the end
of the lease term. However, the lease agreements entered into with the lessees do not provide for any escalation. Lease
rentals recognised during the year in the profit and loss account amount to Rs. 930 thousands (previous year Rs. 1,540
thousand). The future lease payments receivable under non-cancellable operating leases are as follows:
(Rs. in thousands)
Future lease payments receivable
As at
As at
31 March 2011
31 March 2010
Within one year
480
780
Later than one year and not later than five years
400
869
Total
880
1,649
The gross block, accumulated depreciation and depreciation charge for the year on plant and machinery given under
operating lease arrangements are as under:
(Rs. in thousands)
Particulars
As at
As at
31 March 2011
31 March 2010
Gross block
85,327
85,327
Accumulated depreciation
70,370
67,902
Depreciation charge for the year
2,468
3,184
21. a)
Provision for warranties has been recognised for expected warranty claims on products sold during the year. The
provision has been created based on estimates and past trend. Following is the movement of the provision during
the year:
(Rs. in thousands)
Particulars
Year ended
Year ended
31 March 2011
31 March 2010
Opening provision
12,723
4,698
Add: Provision created during the year
12,238
19,463
Less: Utilised during the year
(15,407)
(11,438)
Closing provision
9.554
12,723
b)
Provision for sales return has been created for estimated loss of margin on expected sales returns in future period
against products sold during the year. The provision has been created based on management’s estimates and past
trends.Following is the movement in the provision during the year:
(Rs. in thousands)
Particulars
Year ended
Year ended
31 March 2011
31 March 2011
Opening provision
14,917
14,833
Add: Provision created during the year
4,210
3,678
Less: Utilised during the year
(949)
(3,594)
Closing provision
18,178
14,917
40
22. Segment information
The Company’s business segment comprises:
- Watches
: Manufacturing and trading of watches;
- Timex Global Services : Providing IT and finance related back office support to other group companies.
Segment revenue in the geographical segments considered for disclosure are as follows:
- Revenues within India (Domestic) include sale of watches and spares to consumers located within India; and
- Revenues outside India (Overseas) include sale of watches manufactured in India and service income earned from
customers located outside India.
Segments have been identified in line with the Accounting Standard 17 on “Segment Reporting” notified by the Companies
(Accounting Standards) Rules, 2006, taking into account the nature of products and services, the risks and returns, the
organisation structure and the internal financial reporting system.
Secondary segment reporting is performed on the basis of the geographical segments.
Primary segment reporting (by business segment):
Watches
2010-11
2009-10
Segment revenues
External sales (gross)
Excise duty
External sales (net)
Other business related income
Total revenue
Results
Segment results
Unallocated income
Unallocated expenses
Profit before interest and tax
Interest expense
Interest income
Profit before tax
Income taxes
- Minimum alternate tax
Net profit
Other information
Assets
Segment assets
Unallocated corporate assets
Total assets
Liabilities
Segment liabilities
Unallocated corporate liabilities
Share capital (including share
premium amount and balance
in profit and loss account)
Others
2010-11
2009-10
(Rs. in thousands)
Total
2010-11
2009-10
1,724,794
(25,193)
1,699,601
6,182
1,705,783
1,352,492
(20,787)
1,331,705
22,188
1,353,893
26,097
26,097
26,097
24,148
24,149
24,149
1,750,891
(25,193)
1,725,698
6,182
1,731,880
1,376,640
(20,787)
1,355,854
22,188
1,378,042
184,484
57,730
1,839
1,683
184,482
57,730
1,839
1,683
184,482
57,730
1,839
1,683
186,323
3,275
(17,717)
171,881
(47)
3,927
175,761
59,413
21,064
(21,651)
58,826
(1,679)
1,604
58,751
35,663
140,098
12,518
46,233
1,309,063
1,055,969
14,176
80,499
1,323,239
184,004
1,507,243
1,136,468
157,397
1,293,865
695,288
-
625,449
-
1,283
-
1,412
-
696,571
99,769
626,861
64,212
-
-
-
-
710,903
602,792
41
Watches
2010-11
2009-10
Total liabilities
Others
Capital expenditure
Unallocated capital expenditure
Total capital expenditure
Depreciation
Unallocated depreciation
Total depreciation
18,759
12,890
-
Others
2010-11
2009-10
5,426
-
-
18,835
-
556
-
Total
2010-11
2009-10
1,507,243
1,293,865
-
18,759
2,838
5,426
3,879
1,005
-
21,597
13,446
3,480
16,926
9,305
19,840
3,041
22,881
Secondary segment reporting (by geographical location of customer):
India
2010-11
Segment revenue
Segment assets
Capital expenditure
1,653,785
1,479,594
21,597
2009-10
1,302,013
1,197,779
9,305
Outside India
2010-11
2009-10
78,095
27,649
-
76,029
96,086
-
(Rs. in thousands)
Total
2010-11
2009-10
1,731,880
1,507,243
21,597
1,378,042
1,293,865
9,305
Segment accounting policies
Besides the normal accounting policies followed as described in Schedule 14, segment revenues, results, assets and
liabilities include the respective amounts directly identified to each of the segments and amounts allocated on a reasonable
basis. The description of segment assets and liabilities and the accounting policies in relation to segment accounting
are as under:
a)
Segment assets and liabilities
Segment assets include all operating assets used by a segment and consist principally of fixed assets, capital work
in progress, current assets and loans and advances. Segment liabilities include all operating liabilities in respect of
a segment and consist principally of creditors and accrued liabilities. Segment liabilities do not include share
capital, reserves, current tax and deferred tax liability. Segment assets do not include advance tax, deferred tax asset
and fixed deposits.
b)
Segment revenue and expenses
Segment revenue and expenses are directly attributable to the segment and have been allocated to various segments
on the basis of specific identification. However, segment revenue and expenses do not include interest and other
income/expense in respect of non segmental activities.
23. Employee benefits
(i)
The amount recognised as an expense for defined contribution plans is Rs. 4,150 thousand (previous year Rs. 3,220
thousand).
(ii) The details of employee benefits with regard to provision/ charge for the year on account of gratuity, which is in the
nature of an unfunded defined benefit are as under:
42
Particulars
2010-11
(Rs. in thousands)
2009-10
Change in defined benefit obligations during the year
Present value of obligation at beginning of the year
Service cost
Interest cost
Actuarial (gain)/loss
Past Service Cost
Benefit paid
Present value of obligation at end of the year
8,612
1,268
811
222
3,110
(378)
13,645
7,901
1,309
720
(1,178)
(140)
8,612
Present value of unfunded obligation and liability recognised in Balance Sheet
Present value of defined benefit obligation as at the end of the year and liability
recognised in the Balance Sheet
13,645
8,612
1,268
811
222
3,110
1,309
720
(1,178)
-
5,411
851
8.30%
8.30%
8.30%
8.30%
10%
8%
10%
8%
Gratuity cost recognised in the profit and loss account for the year
Current service cost
Interest cost
Actuarial (gain)/loss
Past service costs
Net gratuity cost
Assumptions
Discount rate
- For Timex Global Services
- Others
Expected rate of salary increase
- For Timex Global Services
- Others
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotions
and other relevant factors. Discount rate is based on market yields prevailing on government securities for the estimated term
of the obligations.
Demographic assumptions:
Particulars
Assumptions as at
31 March 2011
58 years
LIC (1994-96)
Retirement age
Mortality table
Experience Adjustments
Particulars
Defined Benefit obligation at
the end of the year
Experience adjustments on
plan liabilities
31 March
2007
31 March
2008
31 March
2009
Assumptions as at
31 March 2010
58 years
LIC (1994-96)
31 March
2010
31 March
2011
7,570
7,108
7,901
8,612
13,645
(23)
(690)
585
(1,177)
222
The guidance on implementing AS-15 issued by Accounting Standards Board (ASB) of the Institute of Chartered
Accountants of India states that benefit involving employer established provident funds, which require interest shortfalls
to be recompensed are to be considered as defined benefits plans. Pending the issuance of the guidance note from
43
Actuarial Society of India, the Company’s actuary has expressed its inability to reliably measure provident fund liabilities.
Accordingly, the related information has not been disclosed. The amount contributed by the Company during the year
in respect of such plan is Rs. 5,841 thousand (previous year Rs. 5,272 thousand)
Other long term benefits:
The amount recognised in the profit and loss account in respect of compensated absences is Rs. 4,034 thousand
(previous year Rs 2,365 thousand).
24. The Company’s foreign currency exposure on account of payables/ receivables not hedged is as follows:
(Amounts in thousands)
Particulars
As at
As At
31 March 2011
31 March 2010
(in original
(in Rupees)
(in original (in Rupees)
currency)
currency)
Payables
- USD
7,730
347,444
5,402
244,540
- GBP
0.2
13
- Euro
23
1,447
20
1,254
- HKD
739
4,343
1,272
7,571
- CHF
37
1,803
2
98
Receivables
- USD
- CHF
603
32
26,531
1,507
2,097
92,397
25. Amount remitted during the year ended 31 March 2011 in foreign currency on account of dividend was Rs. 27,431
thousand (previous year Rs Nil).
Non Resident Shareholders
(numbers)
One
Number of shares on which
dividend was due
41,100,000
Year to which dividends
relates
2009-2010
26. The Company has established a comprehensive system of maintenance of information and documents as required by
the transfer pricing regulation under sections 92-92F of the Income-Tax Act, 1961. Since the law requires existence of
such information and documentation to be contemporaneous in nature, the Company continuously updates its
documentation for the international transactions entered into with the associated enterprises during the financial year
and expects such records to be in existence latest by such date as required under law. The management is of the opinion
that its international transactions are at arms length so that the aforesaid legislation will not have any impact on the
financial statements, particularly on the amount of tax expense and that of provision for taxation.
For and on behalf of the Board of Directors of
Kapil Kapoor
Chairman
VD Wadhwa
Managing Director
Place :New Delhi
Date :26 May 2011
44
Ananda Mukherjee
(Finance & IT)
CASH FLOW STATEMENT
for the year ended 31 March 2011
(Rs. in thousands)
Schedule
A.
B.
C.
Cash flows from operating activities
Net profit before tax and exceptional items
Adjustments for:
- Depreciation and amortisation
- Interest income
- Interest expense
- (Gain)/loss on sale/retirement of fixed assets
Operating profit before working capital changes
Adjustments for:
- (Increase)/decrease in sundry debtors
- (Increase)/decrease in loans and advances
- (Increase)/decrease in inventories
- Increase/(decrease) in current liabilities and provisions
Cash generated from operations
- Income taxes paid (net)
- Fringe benefit tax paid
Net cash from operating activities
Cash flows from investing activities
Purchase of fixed assets
Proceeds from sale of fixed assets
Proceeds from sale of business
Interest received
Tax on interest received
Net cash used in investing activities
Cash flows from financing activities
Net repayment of short-term borrowings
Interest paid
Dividend paid
Dividend distribution tax paid
Net cash used in financing activities
Net cash flows [increase/(decrease)] during the year (A+B+C)
Cash and cash equivalents - opening balance
Cash and cash equivalents - closing balance *
14
15
Year ended
31 March 2011
Year ended
31 March 2010
175,761
58,751
16,926
(3,927)
47
(13)
188,794
22,881
(1,604)
1,679
3,454
85,161
(146,851)
(22,042)
(12,909)
70,151
77,143
(16,089)
61,054
(25,080)
7,882
(74,993)
133,940
126,910
(11,312)
(288)
115,310
(22,040)
16
3,975
(345)
(18,394)
(9,827)
954
9,238
1,525
(57)
1,833
(47)
(27,431)
(4,662)
(32,140)
10,520
112,038
122,558
(60,260)
(1,808)
(62,068)
55,075
56,963
112,038
The above cash flow statement has been prepared under the Indirect method set out in Accounting Standard 3 “Cash Flow Statement”
specified in the Companies (Accounting Standard) Rules, 2006.
* Of the cash and cash equilavents, an amount of Rs. 155 thousand (previous year Rs. 155 thousand) is pledged with banks as security
for guarantees issued on behalf of the Company.
For B S R & Co.
Rakesh Dewan
Partner
Kapil Kapoor
Chairman
V D Wadhwa
Managing Director
Place: New Delhi
Date: 26 May 2011
45
Ananda Mukherjee
(Finance & IT)
BALANCESHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I. Registration details
Registration No.
3 3 4 3 4
State Code
5 5
Balance Sheet date
3 1
0 3
1 1
Date
Month
Year
II. Capital raised during the year (Amount in rupees thousands)
Public issue
Rights issue
N I L
N I
Bonus issue
Private placement
N I L
N I
III. Position of mobilisation and deployment of funds(Amount in rupees thousands)
Total liabilities
Total assets
1 5 0 7 2 4 3
1 5 0 7 2 4
Sources of funds
Paid up capital
Reserve & surplus
5 1 1 9 5 0
1 9 8 9 5
Secured loans
Unsecured loans
N I L
N I
Application of funds
Investments
Net fixed assets*
1 3 4 9 5 1
N I
** including capital work in progress
Net current assets
Miscellaneous expenditure
5 7 5 9 5 2
N I
Accumulated losses
N I L
IV. Performance of Company (Amount in rupees thousands)
Turnover
Total expenditure
1 7 3 9 0 8 2
1 5 6 3 3 2
L
L
3
3
L
L
L
1
Profit before tax
1 7 5 7 6 1
Earning per share in rupees
1.07
V.
Profit after tax
1 4 0 0 9 8
Dividend rate %
7.1% for cummulative preference share
0.1% for non cummulative preference share
Generic names of three principle products/services of the company (as per monetary terms)
Item code No.(ITC Code)
9 1 0 2 1 9
Product description
W R I
S T
W A T C H E S
For Timex Group India Limited
Kapil Kapoor
Chairman
V.D. Wadhwa
Managing Director
Place: New Delhi
Date : 26 May 2011
46
Ananda Mukherjee
(Finance & IT)
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Members
Business Reply
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Name & Joint Name s : ………………………………………………………………………………....................
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Address:…………………….........………………………………………………………………………..............…
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DPID. : …………………………………………….……………………………………………………….................
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Client ID :………………………………………………………………………………………………….................
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Folio No.:………………………………………………………………………………………………….................
(in case of physical holding)
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Note : In case you hold shares in demat mode, kindly get your email id updated with the depository
participant where you are maintaining the demat account
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e-mail id for registration under “________________________________”.
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Members are requested to send this Business Reply Form to the address given overleaf.
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Signature of member(s)
No.of equity shares held :…………………………………………
(the period for which held)
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BUSINESS REPLY INLAND LETTER
Postage
will be paid
by the
Addressee
Business Reply Permit No.
G-II/BRD/(C)-261/07-08
P.O.-GPO,
New Delhi-110001
To,
Legal & Secretarial Department
Registered Office : 117 Ground Floor,
World Trade Centre, Babar Road,
New Delhi – 110001.
Fold
48
No postage
stamp
necessary if
posted in
INDIA

Annual Report-FY 2010-11

Transcription

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