Timex Group India Ltd Management Discussions

The Company has one of the most powerful portfolios of brands in the Indian watch market, and with its global organization and breadth of expertise in design and manufacturing, the Company has a true advantage in a highly competitive marketplace. From luxury statement timepieces to everyday utilitarian watches, to tech wearables, the Companys product portfolio is compelling and designed to achieve sustained growth in a fast-changing business environment to ensure returns for all its stakeholders. With a view to give access to consumer to international brands and products, the Company has been launching strong fashion brands in India and the recent launches include Guess, Gc, Furla, Missoni, Ted Baker, to name a few. The Company will further strengthen its brand portfolio by launching popular international lifestyle and fashion brands in India to cater to the high demand in the Premium Fashion and Bridge to Luxury segments driven by upper middle-class customers and the continued affinity for international brands. The enhanced fashion brand portfolio will help gain better visibility and counter share in retail formats. Always maintaining a link to its roots, the Company will continue to launch heritage products and trend-based collections from its global portfolio under the Timex brand. These collections such as the Coca Cola Collaboration, the Judith Leiber Collaboration, and the Pac-Man series, have become consumer favourites and the Company will continue to launch more such collaborations. In addition to the above, the womens statement watch collection

Fria will be strengthened with new innovative and attractive designs.

We have witnessed strong growth in Tech Wearables across geographies in India. The Company has a robust product pipeline across the brands Timex and Helix to meet the demands of the fitness conscious Indian consumer at a variety of price points and feature concepts. The Company will continue to focus on strengthening its technology product road map.

With Gen Z driving digital and market trends, the Company will continue to expand its youth portfolio with on-trend seasonal launches backed by social media marketing for the digital native young consumers.

Tier-2 and smaller towns are emerging as the new centres of economic revival and growth and are expected to drive sustainable growth. The Company recognizes this reducing urban-rural divide and is poised to grow its mass brand TMX with exciting new launches.

Innovative products that leave a mark in the mind of the consumer at various price points have been one of the pillars of the Companys growth strategy for the past few years. With continued innovation, an eye on trends, and a strong connection with its legacy, the Company will maintain its focus on this pillar in the times to come.

Increasing Marketing initiatives:

Timex is an authentic American watch brand known for innovation, craftsmanship and a heritage of par excellence and all the marketing initiatives will continue to establish this brand image. We will continue to leverage digital channels in order to portray its brands uniqueness through iconic global products. We will continue to focus on smart digital strategies to increase customer engagement.

The Company will continue to translate its values to life by focusing on digital marketing, visual merchandising, tactical consumer initiatives and in-store visibility to achieve consumer delight. The Timex India website provides access to our new launches & technological advancements that only aims at delivering a seamless experience to our consumers.

Through marketing activities, we will continue to improve the brand imagery of our three core brands, Timex, Helix and TMX using digital marketing campaigns for tech savvy and young consumer utilising social media, influencers etc. Tactical marketing (VM, In-shop displays) would be used to ensure on-ground brand presence and displays in line with overall brand imagery to compliment awareness and drive in-store awareness. More initiatives would be taken to build awareness of fashion brands amongst target segment to take advantage of growing demand for fashion brands and drive future sales.

Marketing activities will be augmented with use of more digital means including use of high quality content creation (interactive/ 3D with the use of new technology like augmented reality etc.) for increased consumer engagement, use of artificial intelligence for faster service & for better customer experience along with high level of human touch, use of advance tools for data analytics & improved decision making etc.

Strengthening our manufacturing capability:

Our well-equipped, most advanced and sophisticated manufacturing facility in Baddi is fully capable to fulfil all our product requirements. The facility has well experienced watch makers and advanced state of the art technology and equipment to produce high quality watches. The facility has best of the class certifications such as SA 8000:2014 and ISO 45001:2018. It can assemble all sorts of watches including digital, Analogue, Ana-Digi, Indiglo? and Smart-bands/ watches.

In addition to assembling Timex Group brand watches, Baddi facility has very well fulfilled license brand and OEM brand requirements for partners with high quality watches. These watches have been well appreciated by partners and ultimate consumer. We will continue to explore more such opportunities to leverage the Baddi facility.

Internal and External stakeholder support:

With our team of highly skilled, experienced and motivated employees, we are confident of maintaining our growth momentum. The Company provides best of the class facilities to its employees which has resulted in low attrition rate and retention of experienced manpower. The Company has a strong network of partners for both backend and frontend integration. These resources are crucial for our growth and we will continue to invest / improve them further.

OPPORTUNITIES AND CHALLENGES

We are confident that the Indian watch industry is poised for a strong growth which is substantiated by the following factors:

watches which confirms further room for growth.

10. International / fashion brands and premium watches are witnessing growing demand by young population, which will improve the average prices and margins.

11. Our licensing arrangements with aspirational brands to start watch category will give additional boost.

12. Additional opportunities such as OEM business will help boost revenue, higher capacity utilisation and reduction in overheads.

RISKS & THREATS

A well-defined risk management framework has been put in place to identify, evaluate and assess the potential risks and challenges and determine the processes to mitigate and manage the same. The Risk Management Committee comprising of Managing Director and senior management executives, periodically reviews and assesses the key risks in consultation with the functional managers. The potential risks to the operations are identified, evaluated, managed and monitored regularly. The Board periodically reviews the risks and suggests steps to be taken to mitigate and manage the same. The Company has identified the below specific key risks:-

Financial Risk

External Environment

growing demand. Fitness trackers and smart watches will also continue to grow. Growth of this segment might impact analogue business. To mitigate this risk, the Company has made a solid technology product roadmap and has introduced series of such products which have seen huge success. The Company will be coming out with more technology products for the users of this category. Further, the Company has added highly renowned international fashion brands in its portfolio and will continue to add more.

Labour risk at Baddi plant

The manufacturing facility of the Company is situated in Baddi Industrial area. It faces the potential risks emanating from a concentration of industries in one area like loss of trained manpower, labour movement, labour unrest, strike etc. are inherent at the location even though we have not had any industrial unrest in our factory ever since inception. Skilled manpower is critical for assembly of watches and other processes. We face risk of losing our technically trained manpower as the competition is setting up manufacturing facilities in India. Further, with the rapidly changing nature of work and skills, there is a risk that our workforce is not equipped with the skills required for the new environment.

We understand that it is important to keep the employees motivated and happy to enable them to contribute to Companys growth. We have well defined policies and systems for recruitment and appraisal of employees at factory. With regular on-the-job training and job rotation, we ensure that we have seamless availability of trained and skilled manpower. Employees are motivated with monthly rewards programs, employee engagement activities, welfare activities etc. The Companys environment, health and safety policies have been certified by world class certifications such as SA-8000 and ISO 45001:2018. All labour related issues are handled proactively and prompt action is taken to avoid any adverse situation.

Other Risks

Other risks include the usual risks relating to information technology (IT), business continuity and disaster management, retention of key personnel, compliance of various laws, contractual obligations, risks relating to the general macroeconomic environment including risks associated with political and legal changes, changes in tax structures, commercial rules & laws. These are analyzed regularly and measures are taken to mitigate the same.

DIRECTORS

Composition

The Board of Directors comprises six (6) Directors consisting of three (3) Independent Directors, two (2) Non-Executive Directors and One (1) Managing Director.

Appointment/ Resignation from the Board of Directors/Key Managerial Personnel

Ms. Sharmila Sahai was re-appointed as Managing Director of the Company for a period of 9 months with effect from November 18, 2021. The matters relating to her re-appointment and revision of remuneration was approved by the members of the Company vide special resolution passed through Postal Ballot on March 29, 2022. However, she has resigned from the directorship of the Company with effect from March 27, 2022 due to her personal reasons.

Pursuant to the provisions of Section 160, 196, 197 and 198 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Deepak Chhabra was appointed as an Additional Director as well as Managing Director of the Company for a term of 3 years with effect from March 28, 2022. The Company has, vide postal ballot notice dated April 11, 2022, placed before the members, the resolutions for appointment of Mr. Chhabra as Director and Managing Director of the Company. The results of the said postal ballot would be announced on or before June 7, 2022.

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sylvain Ernest Louis Tatu retires by rotation as a Director, and being eligible, offers himself for re-appointment. The Board recommends his reappointment as a Director.

Apart from change in the Managing Director of the Company being a key managerial person, as provided above, there was no other change in the Key Managerial Personnel during the year.

Declaration by the Independent Directors

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has received declaration from all Independent Directors confirming their compliance with the criteria of independence and their independence from the management. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board all Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of retail, sales and marketing, manufacturing, finance and tax, governance and risk, human resources, strategy etc. and that they hold highest standards of integrity.

All Independent Directors of the Company have registered themselves with the Independent Directors Database maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Company has also received confirmation from all Independent Directors regarding their compliance with the Companys code of conduct during the FY 2021-22.

Number of meetings of Board of Directors

Eight Board meetings were held during the financial year 2021-22 on May 28, 2021, June 11, 2021, June 30, 2021, August 11, 2021, October 27, 2021, November 22, 2021, February 3, 2022 and March 15, 2022. All directors attending the meeting actively participated in the deliberations at these meetings. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board meetings have been provided in the ‘Report on Corporate Governance.

COMMITTEES OF THE BOARD

The Board has constituted the following Committees pursuant to the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

More details with respect to the composition, powers, roles, terms of reference, etc. of these Committees are given in the ‘Report on Corporate Governance of the Company which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has, on the recommendations of the Nomination and Remuneration Committee, adopted a Nomination and Remuneration Policy which contains the process and guidelines to be followed for identification, evaluation and fixation of remuneration of directors, key managerial personnel and other employees and other matters as prescribed under the Companies Act, 2013 and Listing Regulations.

The Policy has been drafted mainly to deal with the following matters, falling within the scope of the NRC: to institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed as KMP and/or in senior management/ other employees and recommend to the Board of Directors their appointment and removal from time to time; to formulate the criteria for determining qualifications, positive attributes and independence of Directors; to establish evaluation criteria of Board, its Committees, individual Directors, key managerial personnel, senior management and other employees; to establish processes for fixation of remuneration of Directors, key managerial personnel, senior management and other employees.

The Nomination and Remuneration Policy is available on the website of the Company i.e. www.timexindia.com. It is affirmed that the remuneration paid to Directors, key managerial personnel and all other employees of the Company is in accordance with the Nomination and Remuneration Policy of the Company.

EMPLOYEE REMUNERATION

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

FORMAL ANNUAL EVALUATION

The Board has carried out performance evaluation of itself, its Committees and each of the Directors (without participation of the concerned director). Independent Directors collectively evaluated the Boards performance, performance of the Chairman and other non-independent Directors.

The performance evaluation concluded on the note that each of the individual directors, Committees and the Board as a whole, were performing efficiently and effectively and shared a common vision to turn organization goals into reality.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

The Whistle Blowers are not denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and are also available on the website of the Company at the link www.timexindia.com.

POLICY ON PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has framed, a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders, b) Code of Fair Disclosure and c) Policy on investigation in case of leak / suspected leak of unpublished price sensitive information. The Companys Code, inter alia, prohibits dealing in the shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made any investments covered under Section 186 of the Companies Act, 2013 during the year under review.

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has, on the recommendation of the Audit Committee, adopted a Policy to regulate transactions between the Company and its Related Parties. This Policy has been uploaded on the website of the Company at www.timexindia.com.

All the related party transactions executed by the Company during the year were in the ordinary course of business, on arms length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval of Audit Committee is obtained at the beginning of the financial year for the related party transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

No material related party transaction was entered during the financial year. Accordingly, the disclosure required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. The details of the related party transactions entered during the year are given in the financial statements of the Company.

FINANCE

The Company has not invited nor holds any fixed deposits. There were no overdue / unclaimed deposits as on 31^st March, 2022. During the year under review, the Company made payment, net of credits, aggregating to Rs. 3,553 Lakh by way of Central, State and local sales taxes and duties as against Rs. 2,137 Lakh in the previous year.

SEGMENT WISE REPORTING

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

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annual listing fee for the financial year 2022-23 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place adequate internal control systems, commensurate with size, scale and complexity of Companys operations to ensure compliance with policies and procedures. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The internal control mechanism comprises a well-defined organization, which undertakes time bound audits and reports its findings to the Audit Committee, documents policy guidelines and determines authority levels and processes.

The Audit Committee regularly reviews the systems and operations to ensure their effectiveness and implementation. The Internal Auditors and Statutory Auditors regularly attend Audit Committee meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee is briefed about the corrective actions taken by the management on the audit observations. The Audit scope is regularly reviewed by the Audit Committee for enhancement/ modification of scope and coverage of specific areas. The Statutory Auditors review the internal financial controls periodically.

AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), were appointed as the Statutory Auditors of the Company by the shareholders in their 29^th annual general meeting, to hold office for a period of 5 years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

As the Statutory Auditors will be completing their current tenure in the ensuing Annual General Meeting of the Company, the Board of Directors has, in its meeting held on May 26, 2022, on the recommendations of the Audit Committee, recommended to the shareholders the reappointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/ W-100018), as the Statutory Auditors of the Company for the second term of 5 consecutive years from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and the rules framed thereunder.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Report given by M/s Deloitte Haskins & Sells LLP, Statutory Auditors on the financial statement of the Company for the year 2021-22 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

b. Secretarial Auditors and Secretarial Audit Report

M/s NKJ and Associates, Company Secretaries (Certificate of Practice No. 5233) have carried out the Secretarial Audit of the Company for the financial year 2021-22. The Report given by the Secretarial Auditors is annexed as Annexure A and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

They have undertaken the audit keeping in account all the applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by the Secretarial Auditors has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of Directors appointed M/s NKJ & Associates, Company Secretaries (Certificate of Practice No. 5233) as the Secretarial Auditors of the Company in relation to the financial year 2022-23. The Company has received their consent for appointment.

HUMAN RESOURCES

2021-22 was another challenging year on HR front. The year started with the second wave of COVID-19. In order to keep our work force safe, we moved to work from home model during peak infection time and kept the work places closed for most part of the first quarter. The Baddi facility and warehouse worked for part of the quarter. We organised free vaccination drives for Baddi and regional office employees and ensured that all our employees are fully vaccinated. All COVID-19 safety protocols have been followed religiously across all locations. During these difficult time, new HR policies and initiatives were adopted considering care and empathy for employees. It was also important to take the team along towards individual and organisational success.

Our experienced, talented and motivated manpower is our key to successful operations and achieving the growth plans. We are committed to hiring and retaining the best talent. Our efforts and initiatives are driven towards promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation. Growth and development of the manpower is a regular focus area and we will continue to invest in this. We regularly organise training programmes to sharpen employee skills and hold employee engagement activities to keep the employees fully motivated and aligned.

We boast of a low attrition rate of employees which is a result of the good work culture and regular growth opportunities that we provide to employees. Our succession planning roadmap for critical roles at the senior leadership ensures seamless availability of competent talent.

Our policies are driven towards the culture of performance and meritocracy at all levels of the organisation. Smart KRAs and KPIs are agreed in the beginning of the year in line with the Companys growth strategy and plan. The goals and objectives are defined and tracked in an online performance management system. Performance appraisals are also linked with these smart goals and objectives.

As on 31st March, 2022, our team consists of 345 very efficient and dedicated employees across the country.

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS

The Debtors turnover ratio was at 6.11 for the financial year ended March 31, 2022 as compared to 2.78 for the previous financial year. Increase of 120% in the ratio is mainly caused by sharp increase of 89% in Sales of the Company, Sales in the previous year was adversely impacted due to Covid-19 Pandemic as compared to the current year.

The Inventory turnover ratio was at 3.41 for the financial year ended March 31, 2022 as compared to 2.06 for the previous financial year. An improvement of 66% in the ratio is mainly caused by sharp increase of total cost of goods sold in line with increase in sales of the company.

The interest coverage ratio was at 2.69 for the financial year ended March 31, 2022 as compared to negative 2.70 for the previous financial year. The ratio has improved due to increase in the earnings before interest, which again has resulted due to reasons including increase in sales of the Company.

The Debt Equity ratio was at 1.53 for the financial year ended March 31, 2022 as compared to 0.23 for the previous financial year. The ratio has increased due to increase in the utilisation of working capital limits.

The Operating Profit Margin of the Company has improved from negative 1.67% to positive 3.27% due to increase in Operating profit. The Net Profit Margin has improved from negative 5.64% to positive 1.21% due to increase in the Net profits of the Company.

The return on net worth has increased from negative 64.8% to positive 19.4% due to increase in the net income and profit after tax of the Company.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of Directors Report of the Company i.e. May 26, 2022.

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3)(a) of the Act, the Annual Return as on March 31, 2022 is available at the web link

https://www.timexindia.com/wp-content/uploads/2022/06/Timex_Draft_Annual_Return_2021-22.pdf

CORPORATE GOVERNANCE

As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on Corporate Governance together with a certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure B to this Report forming an integral part of this report.

DEMATERIALISATION

The equity shares of the Company are being compulsorily traded in dematerialized form. As on 31^st March 2022, 27,396 shareholders representing 97.58% of the Equity Share Capital are holding shares in dematerialized form.

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable on the Company. Accordingly, such records are not made and maintained.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has formed committees called Internal Committee at Baddi Plant, Corporate Office and at all regional offices for prevention and prohibition of sexual harassment and redressal against complaints of sexual harassment of working women at the workplace as per Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013. These Committees have the power/jurisdiction to deal with complaints of sexual harassment of working women as per the rules specified therein. All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2021-22, no such complaint was received across the organisation. Also, there was no pending complaints either at the beginning or at end of the financial year. During the year, the Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013 and has formed necessary committees at all locations.

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-22.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any such valuation during the financial year 2021-22.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and; (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices, raw material availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, the Banks / Financial Institutions and other stakeholders such as - shareholders, customers and suppliers, among others, and its employees. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. The Directors look forward to their continued support in future.