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Timex Group India Ltd.

BSE: 500414 Sector: Others
NSE: TIMEXWATCH ISIN Code: INE064A01026
BSE 00:00 | 27 Jun 64.70 2.65
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NSE 05:30 | 01 Jan Timex Group India Ltd
OPEN 62.70
PREVIOUS CLOSE 62.05
VOLUME 30940
52-Week high 102.90
52-Week low 36.00
P/E 202.19
Mkt Cap.(Rs cr) 653
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 62.70
CLOSE 62.05
VOLUME 30940
52-Week high 102.90
52-Week low 36.00
P/E 202.19
Mkt Cap.(Rs cr) 653
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Timex Group India Ltd. (TIMEXWATCH) - Director Report

Company director report

To the Members of Timex Group India Limited

The Directors are pleased to present the Thirty third Annual Report andAudited Statement of Accounts for the year ended 31st March 2021.

FINANCIAL RESULTS AND PERFORMANCE

(Rs. in Lakhs)

Particulars 2020-2021 2019-2020
Revenue from operations (including other income) 14211 25229
Profit/ (Loss) before (238) 397
Interest and Depreciation
Less: Interest 219 280
Less: Depreciation 354 297
Profit/ (Loss) before tax (811) (180)
Tax expense (10) -
Profit/ (Loss) after tax (801) (180)
Other comprehensive income (12) -
Total comprehensive income (813) (180)

The financial year 2020-21 was a highly volatile and challenging yearwith unprecedented situations caused by COVID-19 pandemic. The nationwide lockdown whichstarted in March 2020 was followed by restricted easing of services and localisedrestrictions in various parts of the country. The lockdowns disrupted the complete demandand supply chains. Being in non-essential category the business saw complete wash outduring the first quarter. The business saw gradual recovery post easing of the lockdownrestrictions from second quarter of the financial year. These conditions had severe impacton the revenue and profitability of the Company. As a result the Revenue from Operations(including other income) witnessed sharp degrowth of 43.67% over the previous year and theLoss after tax increased to Rs. 801 lakhs against Rs. 180 lakhs in the previous year. TheCompany was quick to realign its plans to the emerging market and consumer scenario. TheTeam Timex took all necessary measures for mitigating the impact of the challenges facedin the business and worked towards being resilient in order to sail through thefast-changing situation. Since the business was completely down in first quarter wefocussed on cash cost and collection channel correction product and margin and healthand safety of employees.

We used cash only for essential payments negotiated rents restrictedemployee travel and reduced staff cost except for factory operators. Overdue debtors werecollected goods were taken back from partners wherever required and other arrangementswere made for early realization from partners. For channel correction we improved healthof inventory with our partners reduced channel costs including staff and rent cost madechanges in business model initiated e-retail venture and worked closely with partners forimproving sales performance.

We focussed on product and margin improvement by reconfiguring newproducts to suit new business outlook shifting focus to smart wearables etc. Theconsumers showed renewed interest in physical fitness and well-being and a shift in focuswas seen towards wearable tech. With 5 new launches our robust pipeline of smart productsenabled us to reach out to this growing consumer segment while providing meaningfulsolutions to their needs.

From the second generation youth smart-band Helix Gusto 2.0 with musiccontrol dual colour bands and SOS features to the ultra-stylish rose gold-tone mesh bandTimex Smart-band the new launches were received positively by our consumers. With a sharpfocus on evolving consumer needs Timex brand launched the Temperature & SpO2 smartwatch.

The ever-growing Technology roadmap was supported by a 360 degree GTMStrategy. The launch of Timex Fitness bands helped us win new accolades such as the‘Editor's Choice Award –Lifestyle Fitness Band of the Year' at theJagran Hi Tech Awards 2020.

We reconfirmed our product strategy of launching innovative productsand also offered global collection to the growing segment of consumers looking for premiumiconic brands. To ensure health safety and well-being of employees the Company quicklyinstituted measures to trace all employees and aided COVID-19 impacted employees. Theplant and offices were closed during lockdowns and the workforce was shifted to anentirely new ‘work-from-home' model. All offices plant warehouse and otherworkplaces were properly sanitised. All COVID-19 precautions including social distancinguse of masks sanitisers health checking etc. were strictly adhered to at all workplaces.Company paid vaccination drives were organised in one of the best private hospitalcovering permanent employees off-roll associates housekeeping staff security guardsetc. During these challenging times the Company was watchful of all opportunities whichcould positively impact the revenue and cash flow and took swift steps to grab all suchopportunities. E-commerce channel recovered faster than traditional channels. Accordinglywe shifted our focus to E-commerce and supported it with new products and improved digitalmarketing efforts etc. We also started a new e-retail venture through a partner for makingall warehouse inventory available to consumer through various e-com portals. This newventure has shown encouraging results and supported the business.

The Company forged a partnership with Flipkart for design manufactureand after sales service for watches of some well-known brands. From India's fastestgrowing youth brand ‘Wrogn' to India's No. 1 premium lifestyle brand forprofessionals Van Heusen the Company created highly successful watch collections thatwere quick to sell out. Having added Allen Solly and Peter England watches to the stableas well going forward the Company will continue to pursue this revenue streamenthusiastically.

The Company entered a new category with Timex Clocks this year. Backedby a 166 year watchmaking experience the Timex Clocks Collection is the perfect accessoryfor modern Indian homes. With a silent sweep technology and sturdy materials we believethis collection will soon become a household name. The collection is stylish and theprice point is very attractive. And best of all it is MADE in INDIA.

The Company entered into a licensing agreement with Benetton fordesign manufacture and distribution of Benetton watches. Under this collaborationBenetton India will be at the forefront of creative inspiration stemming from thebrand's DNA of colors and social while Timex India will spearhead the overalldesigning manufacturing and distribution. Slated to be launched in 2021 the‘Timewear' collection will demonstrate the core brand ethos of both Benetton& Timex. The collection will bespeak contemporary designs democratic price points andsustainable options backed by high quality manufacturing. The product portfolio for menwomen and kids will span across four key categories of Signature Sport Iconic and mostimportantly Social with an end to end sustainable collection.

Marketing initiatives packed with out-of-the-box narrative andexecution heralded this year's brand campaigns. Subtle messaging with a classyapproach has been the highlight of our brand-building efforts. Our focus has also been onperformance-based campaigns that offered ROI and drove sales. To uplift the spirits oftrue heroes and praise their efforts in combatting the ongoing global pandemic welaunched the TMX ‘#DeshKe Gaurav' campaign on the brand TMX's Facebookpage. These heroes and those nominating them were presented a beautiful TMX watch as atoken of respect. The campaign created a lot of buzz and had many gratitude messagesrolling in thanking the brand for their efforts in recognising the real heroes andrewarding them for the same.

We maintained our connect with the consumer even during lockdown. Weshifted our focus on consumer engagement via meaningful communication over social mediachannels and other digital network. Our social media influencer campaigns for various keylaunches including Timex Fitness band New Switch It Up collection and Helix Gusto etc.have been a huge hit and received a massive response.

While the festivities might have dulled this year but we kept thespirits alive with our tactical regional focus during festivals such as Onam Durga PujaDiwali etc. with different launches and campaigns. We made our latest ‘We Don'tStop Campaign' a star-studded affair and had leading India film star SiddharthMalhotra launch it. The Company believes that for sustainable future growth it isimportant to drive digital and encourage innovation. The Company will continue toaccelerate the innovation agenda to foster new product development and embed digitalacross every part of the business. For channel partner digitisation the Company hasinvested in technology to upgrade the existing infrastructure by implementing DistributorManagement System (DMS). All distributors are being connected with DMS which will enablethe Company to get details of fast moving / slow moving inventory on real time basis. Thiswill help the Company to plan right product at right price point.

The Company is also working on implementation of Omni Channel conceptfor its showroom channel which will connect showrooms with online world to provide aseamless omni experience to our consumers. The Company will focus on more such initiativesincluding digital data insights and analytics across value chain investing in e-commerceand digital marketing drive decision making and efficiencies with analytics etc.

COVID-19 Pandemic

The year 2020-21 saw unprecedented disruption to lives and livelihoodsacross the world and India was no exception. The economy declined sharply during firsthalf of the fiscal year as the country grappled with the pandemic. Effective measurestaken by the Government of India and the Reserve Bank of India helped the Indian economyto recover. Rapid rollout of vaccines coupled with Government's efforts onstimulating growth improved consumer sentiments. Notwithstanding these encouragingdevelopments the Covid-19 pandemic is far from over. The trajectory of the pandemic stillremains unpredictable to a very large extent. Our overriding priority remains thereforeto protect lives and livelihoods.

With the more waves of the infection disturbing the business thebusiness will take some time to reach the pre-COVID 19 level as watches are non-essentialconsumer discretionary category.

Business disruption caused by COVID-19 pandemic has resulted intonegative impact on revenue collection and cash flow. Management believes that it hastaken into account all the possible impact of known events arising from COVID-19 pandemictill date of approval of financial statements. However the impact assessment of COVID-19is a continuing process given the uncertainties associated with its nature and durationand actual results may differ materially from these estimates. The Company will continueto monitor any material changes to future economic condition and any significant impact ofthese changes would be recognised in the financial statements as and when these materialchanges to economic condition arise. Based on an initial assessment of likely adverseimpact on business and financial risks on account of COVID-19 the management is confidentthat there is no medium to long term risks to the Company's ability to serve itscustomers and markets and the use of going concern assumption has been consideredappropriate by the Board of Directors in preparation of financial statements of theCompany.

With the new investor Baupost Group taking majority of theshareholding and control of the Timex Group the Company is confident of continued supportfrom parents in difficult times and also for growth.

Dividend

In view of the accumulated losses the Board of Directors has notrecommended any dividend for this year.

MANAGEMENT DISCUSSION AND ANALYSIS ECONOMIC CONDITIONS AND OUTLOOK

The COVID-19 pandemic has significantly impacted the Indian economywith the nationwide lockdown from end March 2020 bringing business activities to astandstill during the first quarter of FY 20-21. An accommodative monetary policy from theReserve Bank of India (RBI) and fiscal policy interventions by the central governmentcoupled with the gradual reopening of the economic activities from June 2020 have led toa sequential recovery in economic output. India's real GDP clocked a 0.4% growth inthe October-December 2020 quarter on a year-on-year basis after a sharp fall in the firsttwo quarters of FY 2020-21. However the recovery is largely centered around the formalpart of the economy. The informal players especially the Micro Small and Medium-sizedEnterprises (MSMEs) in many industries have taken a disproportionately large hit.Inflation picked up over the year despite the pandemic primarily led by food inflationand higher fuel taxes. On the exchange rate front post the initial bout of depreciationin the Indian currency in the beginning of the financial year the currency has beenrelatively well supported on account of robust portfolio inflows in the economy as well asa better current account position.

The vaccination drive rollout in the last quarter of FY 2020-21 hasgiven a much-needed boost to sentiments around a sustained recovery of economic activity.RBI is committing to continue an accommodative monetary stance to reinforce the economicgreen shoots. The economic growth is expected to recover strongly in FY 2021-22 due to thebase-effect. However it would still depend a lot on how the pandemic plays out given theresurgence of the virus and the spread of infections. The lockdowns imposed in April 2021have again disrupted the business. The inflationary pressure in inputs and the uncertainmarket conditions have posed challenges to business which would require managing thebusiness in a dynamic manner and altering operational priorities to suit the changingmarket conditions.

We believe that the long term India growth story remains intact. Itwill grow once it recovers from COVID overhang with consumption led by young and risingmiddle class with growing aspirations and willingness to spend and lower tier cities andmarket emerging as new centers of economic revival & growth.

OVERVIEW OF WATCH INDUSTRY

The watch industry being non-essential consumer discretionary categoryand majorly dependent upon retail channel has been severely impacted with the impact ofCOVID-19 disruptions. The slump in the overall consumer sentiments and demand andliquidity crunch have resulted in lower revenues and losses for the watch industry. Thewatch industry is expected to have seen 40% degrowth due to COVID during the year underreview. During these unprecedented times the Company has been scouting for all sorts ofopportunities and started new initiatives such as OEM business e-retail venture and newproduct lines. The Company also increased its focus on E-Commerce and B2B channels. Allthese initiatives have supported the revenue and cash flow. The Company will continue toengage in more such new initiatives to support growth and increase market share.

GROWTH DRIVERS OF THE COMPANY

The Company will continue to focus on sustained growth in thefast-changing business environment and the growing competition and ensure returns for allits stakeholders. The Company has laid down well thought plans and has identified thefollowing key growth drivers:

Growing E-commerce channel and increasing points of Sale:

The global pandemic has entirely solidified the very need fore-commerce through faster rate of digital adoption. From being just one of the manyoptions that we could opt for when it came to shopping to becoming the primary method ofshopping - we have all transitioned to a digital era where e-commerce is perhaps thefastest growing channel with more people depending on e-commerce platforms to meet theirneeds our consumers are a lot more tech-savvy now than they have ever been before. Theconsumer is expected to increasingly move online for their shopping needs premiumize hisspends across categories while seeking greater value for money.

The company will continue to focus on increasing its market share inthe e-commerce segment by launching a series of exciting products through key e-commercechannels thereby encouraging online sales through brand websites and other leading e-comportals. With the increasing internet users growing online shopper base growing comfortfor online shopping enhanced shopping experience and e-com platforms serving majorly thewhole of the country this channel is expected to grow exponentially.

With the increased focus on growth of business through brand websitesthe Company expects sizeable business through this channel too. Timex India has alsowitnessed a significant leap in both traffic and transactions and the numbers areconstantly evolving thereby being an impetus to the growth of the overall business.

The Company will also focus on growth of newly started e-retail venturewith presence on all major e-com portals. This channel has shown encouraging resultsduring last year and presents a promising business opportunity.

The Company is working on Omni Channel concept for its showroom channelthereby connecting showrooms with online world. This will improve the consumer experienceand make showrooms part of the e-com growth.

The other sales channels are also very important for sustainablegrowth. The Company will continue to increase points of sale through distribution channelby further strengthening this channel especially in Tier II and Tier III markets. TheCompany has a wide variety of product range relevant for the consumer in this marketranging from mass to fashion to luxury. Our product portfolio which includes watchesdesigned and manufactured in India as well as the international range gives ample choiceto consumers. Improved branding and increased consumer engagement will help in improvingour position in the large format stores. Presence in these stores will drive customerexperience. Showroom Channel will be further strengthened by opening more showrooms in B& C class towns. This channel helps in enhancement of brand visibility consumerinsights consumer engagement and showcasing of global collection.

Product portfolio:

The Company with its global organization and breadth of expertise indesign and manufacturing has a true advantage in a highly competitive marketplace.Further the Company enjoys strong presence over various sales channels for reaching outto the consumer. The Company will leverage this expertise by focussing on shift fromsingle brand to multi-brand business with the primary focus on three core brands TimexHelix and TMX. Key collections will be launched to fill assortment gaps with demand andcompete with other players. This will help increasing the width and depth of the productportfolio and increasing consumer choice thereby adding to the revenue. The Company willalso focus on shift towards fashion segment from classic timepieces (through in-house/licence brands and OEM business). The Company has already taken initiatives in thisdirection and will further grow this with more exciting opportunities.

While the license brands will help fill identified assortment gaps withdemand enhanced fashion brand portfolio will help gain better visibility and countershare in retail formats. The Company has access to an array of globally renowned fashionbrands and more such brands are being added by the parent company with its globallicensing tie-ups. The Company will further strengthen its brand portfolio by launchingpopular international lifestyle and fashion brands in India to cater to the high demand inthe Premium Fashion and Bridge to Luxury segments driven by upper middle-class customersand the continued affinity for international brands.

The Company has recently entered into a licencing agreement withBenetton for design manufacture and distribution of Benetton watches. This will help theCompany to introduce new exciting collection of watches with the brand ethos of bothBenetton and Timex. With the watch making expertise of Timex and the strong brand pull ofBenetton this tie-up is expected to show good results.

The Company has started new OEM business line in collaboration withFlipkart during the year under review. With the Company's watch making expertise andhigh-quality standards at Baddi factory this initiative has shown very encouragingresults. The consumers have liked these watches and given very good reviews and feedback.We will focus to grow this business line adding more OEM brands which are not incompetition with our own portfolio of brands.

Tech Wearables are seeing strong growth across geographies in Indiaand the Company has a robust product pipeline to meet the demands of the fitness consciousIndian consumer at a variety of price points and feature concepts. The Company will focuson strengthening its technology product road map.

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

Innovative products that leave a mark in the mind of the consumer atvarious price points have been one of the pillars of the Company's growth strategyfor the past few years. With continued innovation an eye on trends and a strongconnection with its legacy the Company will maintain its focus on this pillar in thetimes to come.

The Company will focus on emphasising the innovation agenda for newproduct development and adopting digital across every part of the business. Digitalanalytics for decision making including keeping track of right product at right pricepoint will help in further strengthening the product portfolio to match the dynamicconsumer needs. These initiatives are expected to grow the revenue as well as the margins.

Increasing Marketing initiatives:

The Company will continue to leverage digital channels in order toportray its brand's uniqueness through iconic global products. The aim is toestablish the brand as an authentic American watch brand known for innovationcraftsmanship and a heritage of par excellence. We will continue to focus on smart digitalstrategies to increase customer engagement.

With digital marketing on the rise the Company will continue totranslate its values to life by focusing on digital marketing visual merchandisingtactical consumer initiatives and in-store visibility to achieve consumer delight. TheTimex India website is also regularly updated with new launches & technologicaladvancements that only aims at delivering a seamless experience to our consumers.

In order to enhance the impact of its marketing efforts the Companyplans to use more digital means including use of high quality content creation(interactive/3D with the use of new technology like augmented reality etc.) for increasedconsumer engagement use of artificial intelligence for faster service & for bettercustomer experience along with high level of human touch use of advance tools for dataanalytics & improved decision making etc.

The marketing activities would be focussed on improving the brandimagery of our three core brands Timex Helix and TMX through digital marketing campaignsfor tech savvy and young consumer utilising social media influencers etc. Tacticalmarketing (VM In-shop displays) would be used to ensure on-ground brand presence anddisplays in line with overall brand imagery to compliment awareness and drive in-storeawareness. More initiatives would be taken to build awareness of fashion brands amongsttarget segment to take advantage of growing demand for fashion brands and drive futuresales.

Strengthening our manufacturing capability:

Our Baddi plant is one of the most advanced and sophisticated watchassembly plant with the best of the class certifications such as SA 8000:2014 and ISO18001:2018. It is currently handling over 50 types of watch – movements with assemblycapacity of 10 k watches per day. It includes assembly of digital Analogue Ana-DigiIndiglo. It has recently developed the technology to assemble Smart-bands and digitalwatches too.

The Baddi plant is currently manufacturing watches for various worldclass brands including Timex Group brands and other OEM brands. The Baddi plant would beassembling watches under the licencing agreement with Benetton Group too. To leverage themanufacturing expertise at Baddi plant the Company would be exploring more suchopportunities.

With the start of OEM business the plant has seen continuous increasein production of watches per day and reduction of production cost per watch. It has becomean important manufacturing hub for India as well as group companies globally. The watchesmanufactured at this factory have been well accepted by other group companies globally andthe export of watches has been continuously increasing. The Company would consider ramp upof the capacity at Baddi plant in line with its growth plans.

Internal and External stakeholder support:

The Company boasts of the highly skilled experienced and motivatedemployees with a very low attrition rate which will continue to take the Company to thenext level of growth. Suppliers and trade and institutional sales partners have alwayscontributed their best for the Company's growth. The Company will continue to investin all these internal and external stakeholders to ensure continued growth.

OPPORTUNITIES AND CHALLENGES

The Indian watch industry is poised for a strong growth which issubstantiated by the following factors:

1. Watch as a discretionary spend category witnessed sharp drop indemand during COVID; demand recovery curve is projected by 2022.

2. At 35% wrist watch penetration there is huge untapped potential tocover a larger base of Indian consumers.

3. Close to 55% of sales come from metros and tier-I cities; there ishuge growth potential in lower tier cities.

4. Traditional watches comprise of 73% of the total Indian watchindustry which shows that majority of the consumers like to wear traditional watches.

5. Surge in aspirational consumer with high disposable income andpremiumizing across categories will help in market growth.

6. New age digital sales channels such as e-commerce online and omnichannels will grow exponentially and contribute to the growth for watch industry.

7. Technology based products such as Smart watches bands and wearablesare growing at a fast pace and will increase the overall size of watch market.

8. Growing demand for international / fashion brands and premiumwatches by young population will improve the average prices and margins.

9. Licensing arrangements with aspirational brands to start watchcategory will give additional boost.

10. Opportunities such as OEM business will help boost revenue highercapacity utilisation and reduction in overheads.

RISKS & THREATS

The Company has in place a well-defined risk management framework toidentify evaluate and assess the potential risks and challenges and determine theprocesses to mitigate and manage the same. The Risk Management Committee comprising ofsenior management executives periodically reviews and assesses the key risks inconsultation with the functional managers. The potential risks to the operations areidentified evaluated managed and monitored regularly. The Board periodically reviews therisks and suggests steps to be taken to mitigate and manage the same. The Company hasidentified the below specific key risks:-

Financial Risk

1. The accumulated losses of the past years have eroded substantialpart of the net worth of the Company. Further Company's performance has beenseverely impacted due to COVID-19 pandemic. However with the significant improvement inthe operational performance of the Company over the last couple of years the Company hasbeen able to improve this situation. The Company also expects growth in its operations infuture post COVID-19 situations with continuous improvement in the operational efficiency.While accumulated losses will be wiped off from profits over a period of time the Companycontinues to recognize and monitor this risk closely.

2. Foreign exchange fluctuations with a falling rupee pose a risk forthe Company's margins as the Company imports significant amount of material. TheCompany is integrating with the Timex Global supply chain and taking measures toindigenise and develop indigenous vendors which will reduce the impact of adverse exchangerate fluctuations on the Company's margins.

External Environment

1. Technology and fashion products are witnessing fast growing demand.Fitness trackers and smart watches will also continue to grow. The Company will continueto add more international brands into its product range to cater to the demand of fashioncategory. The Company will be coming out with more technology products for the users oftechnology product.

2. With the increased penetration of internet digital sales channelwill grow faster. E-commerce sales omni channel sales and online sales through the brandwebsites and e-retail venture are the focus areas for next level of growth.

3. Competition is increasing its investment in brand campaigns and isadopting price reduction techniques to disrupt the market. Mobile handset manufacturersand technology companies are investing on wearable technology. Wellness companies also arelaunching bands which are an extension to their health apps. Technology companies aretying up with various watch manufacturers to integrate technology with watches. TheCompany believes that continuous innovation is key to success. Timex Group Global DesignCentre located in Milan and the Global Supply Chain organization supports the Company increating differentiation and bringing cutting edge technology and designs to a highlycompetitive marketplace. By thinking and acting both locally and globally we areconstantly challenging ourselves to look at the future.

4. The watch industry continues to face the challenge of fake /counterfeit products. The Industry needs to counter this collectively. The Company keeps aclose watch on counterfeit products and has been regularly taking legal action againstcounterfeiters.

Labour risk at Baddi plant

The Company engages labour for assembly of watches and other processesat the factory. The factory is situated in an industrial area and therefore potentialrisks emanating from a concentration of industries in one area like loss of trainedmanpower labour movement labour unrest strike etc. are inherent at the location eventhough we have not had any industrial unrest in our factory ever since inception. TheCompany always endeavours to keep the employees motivated and happy to enable them tocontribute to Company's growth. The Company has put in place well defined policiesand systems for recruitment and appraisal of employees at factory. With regular on-the-jobtraining and job rotation we ensure that we have seamless availability of trained andskilled manpower. Employees are motivated with monthly rewards programs employeeengagement activities welfare activities etc. The Company's environment health andsafety policies have been certified by world class certifications such as SA-8000 and ISO45001:2018. All labour related issues are handled proactively and prompt action is takento avoid any adverse situation.

Due to COVID-19 pandemic there is a risk of large scale spread ofCOVID-19 infection within enclosed spaces in the various premises and the Company needs tomake proper arrangements for precautions at workplaces. The Company has put in place allprecautions and safety measures to ensure that the employees remain safe including socialdistancing use of masks sanitizer encouraging use of virtual meetings and approvalsrestrictions on travel etc.

Other Risks

Other risks include the usual risks relating to information technology(IT) business continuity and disaster management retention of key personnel complianceof various laws contractual obligations risks relating to the general macroeconomicenvironment including risks associated with political and legal changes changes in taxstructures commercial rules & laws. These are analyzed regularly and measures aretaken 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 ManagerialPersonnel

Mr. Anil Malhotra Non-Executive Director of the Company resigned fromdirectorship of the Company with effect from November 25 2020 due to his personalreasons.

Pursuant to the provisions of Section 161(1) of the Companies Act 2013and Articles of Association of the Company Mr. Sylvain Ernest Louis Tatu was appointed asan additional director of the Company with effect from March 26 2021. Mr. Sylvain ErnestLouis Tatu holds the office upto the date of the ensuing Annual General Meeting. TheCompany has received requisite notice in writing from a member proposing the appointmentof Mr. Tatu as a director. The Board recommends his appointment as Director liable toretire by rotation.

In accordance with Section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. David Thomas Payne retires by rotation as a Directorand being eligible offers himself for re-appointment. The Board recommends hisre-appointment as a Director.

There was no 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 2013and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Company has received declarationfrom all Independent Directors confirming their compliance with the criteria ofindependence and their independence from the management. In the opinion of the Board theIndependent 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 changein the circumstances affecting their status as Independent Directors of the Company. Inthe opinion of the Board all Independent Directors of the Company possess requisitequalifications experience and expertise in the fields of retail sales and marketingmanufacturing finance and tax governance and risk human resources strategy etc. andthat they hold highest standards of integrity.

All Independent Directors of the Company have registered themselveswith the Independent Directors' Database maintained with the Indian Institute ofCorporate 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 IndependentDirectors regarding their compliance with the Company's code of conduct during the FY2020-21.

Number of meetings of Board of Directors

Five Board meetings were held during the financial year 2020-21 on June24 2020 August 6 2020 August 31 2020 October 26 2020 and February 3 2021. Alldirectors attending the meeting actively participated in the deliberations at thesemeetings. The intervening gap between any two meetings was within the period prescribedunder the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. More details of the Board meetings have been provided inthe ‘Report on Corporate Governance'.

COMMITTEES OF THE BOARD

The Board has constituted the following Committees pursuant to therequirements of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Share Allotment and Transfer Committee

More details with respect to the composition powers roles terms ofreference etc. of these Committees are given in the ‘Report on CorporateGovernance' of the Company which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

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

The Policy has been enacted mainly to deal with the following mattersfalling within the scope of the NRC:

• to institute processes which enable the identification ofindividuals who are qualified to become Directors and who may be appointed as KMP and/orin senior management/ other employees and recommend to the Board of Directors theirappointment and removal from time to time;

• to formulate the criteria for determining qualificationspositive attributes and independence of Directors;

• to establish evaluation criteria of Board its Committeesindividual Directors key managerial personnel senior management and other employees;

• to establish processes for fixation of remuneration ofDirectors key managerial personnel senior management and other employees.

The Nomination and Remuneration Policy is available on the website ofthe Company i.e. www.timexindia.com. It is affirmed that the remuneration paid toDirectors key managerial personnel and all other employees of the Company is inaccordance with the Nomination and Remuneration Policy of the Company.

EMPLOYEE REMUNERATION

Pursuant to the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isprovided in the Annual Report which forms part of this Report.

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report whichforms part of this Report.

Having regard to the provisions of the Section 136 of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the Registered Office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished on request.

FORMAL ANNUAL EVALUATION

The Board has carried out performance evaluation of itself itsCommittees and each of the Directors (without participation of the concerned director).Independent Directors collectively evaluated the Board's performance performance ofthe Chairman and other non-independent Directors.

The performance evaluation concluded on the note that each of theindividual directors Committees and the Board as a whole were performing efficiently andeffectively 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 amechanism for employees / Board Members and others to raise good faith concerns aboutviolation of any applicable law/ Code of Conduct of the Company gross wastage ormisappropriation of funds substantial or specific danger to public health and safetyabuse of authority or unethical behaviour and to protect the individuals who take suchactions from retaliation or any threat of retaliation and also provides for direct accessto the Chairman of the Audit Committee. The functioning of the Vigil mechanism is reviewedby the Audit Committee from time to time.

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

The Whistle Blowers are not denied access to the Audit Committee of theBoard. The details of the Whistle Blower Policy are given in the Report on CorporateGovernance and are also available on the website of the Company at the linkwww.timexindia.com.

POLICY ON PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations2015 as amended the Company has framed

a) Code of Internal Procedures and Conduct for Regulating Monitoringand Reporting of Trading by Insiders

b) Code of Fair Disclosure and

c) Policy on investigation in case of leak / suspected leak ofunpublished price sensitive information. The Company's Code inter alia prohibitsdealing in the shares of the Company by an insider while in possession of unpublishedprice sensitive information in relation to the Company and also during certain prohibitedperiods.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

All the related party transactions executed by the Company during theyear were in the ordinary course of business on arm's length basis and in compliancewith the applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Omnibus approval of AuditCommittee is obtained at the beginning of the financial year for the related partytransactions which are foreseen and repetitive in nature. A statement of all Related PartyTransactions is placed before the Audit Committee for its review on a quarterly basisspecifying the nature value and terms and conditions of the transactions.

No material related party transaction was entered during the financialyear. Accordingly the disclosure required under section 134(3) (h) of the Companies Act2013 in Form AOC-2 is not applicable to the Company. The details of the related partytransactions 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 nooverdue / unclaimed deposits as on 31st March 2021. During the year underreview the Company made payment net of credits aggregating to Rs. 2137 Lakhs by way ofCentral State and local sales taxes and duties as against Rs. 3435 Lakhs in the previousyear.

SEGMENT WISE REPORTING

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

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annuallisting fee for the year 2021-22 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place adequate internal control systemscommensurate with size scale and complexity of Company's operations to ensurecompliance with policies and procedures. The Company has also adopted policies andprocedures for ensuring the orderly and efficient conduct of its business safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

The internal control mechanism comprises a well-defined organizationwhich undertakes time bound audits and reports its findings to the Audit Committeedocuments policy guidelines and determines authority levels and processes.

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

AUDITORS AND AUDITORS' REPORT

a. Statutory Auditors

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

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

The Report given by M/s Deloitte Haskins & Sells LLP StatutoryAuditors on the financial statement of the Company for the year 2020-21 is part of theAnnual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

b. Secretarial Auditors and Secretarial Audit Report

M/s NKJ and Associates Company Secretaries (Certificate of PracticeNo. 5233) have carried out the Secretarial Audit of the Company for the financial year2020-21. The Report given by the Secretarial Auditors is annexed as Annexure A andforms integral part of this Report. There has been no qualification reservation oradverse remark or disclaimer in their Report.

During the year under review the Secretarial Auditors had not reportedany matter under Section 143 (12) of the Act therefore no detail is required to bedisclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act 2013 the Audit Committeerecommended and the Board of Directors appointed M/s NKJ & Associates CompanySecretaries (Certificate of Practice No. 5233) as the Secretarial Auditors of the Companyin relation to the financial year 2021-22. The Company has received their consent forappointment.

HUMAN RESOURCES

We saw unprecedented challenges and dynamic situations throughout theyear under review on HR front. The pandemic posed a big cause of concern for work force toattend the offices/ workplaces and perform their duties. Accordingly new HR policies andinitiatives were adopted considering care and empathy for employees. It was also importantto take the team along towards individual and organisational success. The Company took allmeasures to support the employees during difficult times by allowing them to work fromhome medical support and guidance to COVID-19 impacted employees financial support andcounselling to need employees free vaccination for all employees etc.

We believe that the experienced talented and motivated manpower is thekey to ensure successful operations and achieving the growth plans. We are committed tohiring and retaining the best talent. We have been taking initiatives for promoting acollaborative transparent and participative organization culture and rewardingindividual contribution and innovation. Growth and development of the manpower is aregular focus area and we will continue to invest in this. Training programmes areregularly organised at all locations to sharpen and update the skills of the employees.Employee engagement activities are organised at all locations to keep the employees fullymotivated and aligned.

Skilled and trained manpower is required at the Baddi plant for variousprocesses during assembly of watches. The manpower is regularly motivated and updated withon-the-job training regular counselling performance rewards transparent annualappraisals formal and informal interactions on-site and off-site events and picnicsfood festivals festival celebrations etc. The policies and practices at plant areemployee friendly. The employees at plant are highly satisfied and we have never seen anylabour issue at plant ever since inception.

We provide good work culture and regular opportunities for growth ofemployees. As a result the attrition rate of employees is very low. We have a successionplanning roadmap in place for critical roles at the senior leadership to ensure seamlessavailability of competent talent.

The culture of performance and meritocracy at all levels of theorganisation is important to motivate and encourage the employees to give their bestperformance. We have adopted transparent and agreed upon smart KRAs and KPIs in line withthe Company's growth strategy and plan. The goals and objectives are defined andtracked in an online performance management system called ‘Workday'.Performance appraisals are also linked with these smart goals and objectives.

We have a lean and efficient structure and have 348 employees as on31st March 2021.

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS

The interest coverage ratio was at -2.70 for the financial year endedMarch 31 2021 as compared to 0.36 for previous financial year. The ratio has reducedsignificantly due to reduction in the earnings before interest caused by the impact ofCOVID-19 pandemic.

The Operating Profit Margin of the Company has reduced from 1.58 to-1.67 due to decreased Operating profit and the Net Profit Margin has reduced from -0.71to -5.64 due to decreased Net profits of the Company.

The return on net worth has decreased from -8.7% to -64.8% due todecrease in the net income and increase in loss after tax of the Company.

SECRETARIAL STANDARDS

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

MATERIAL CHANGES

There have been no material changes and commitments affecting thefinancial position of the Company that occurred between the end of the financial year andthe date of Directors' Report of the Company i.e. June 30 2021.

Further there were no significant or material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company is annexed herewith as AnnexureB and forms an integral part of this Report.

CORPORATE GOVERNANCE

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

CONSERVATION OF ENERGY

The information on conservation of energy technology absorption andforeign 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 isprovided in Annexure C to this Report forming an integral part of this report.

DEMATERIALISATION

The equity shares of the Company are being compulsorily traded indematerialized form. As on 31st March 2021 23016 shareholders representing97.494% of the Equity Share Capital are holding shares in dematerialized form.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors had on the recommendations of the CorporateSocial Responsibility Committee adopted a Corporate Social Responsibility (CSR) Policywhich provided the guidelines for undertaking CSR activities by the Company. The CSRPolicy was also made available on the Company's website at www.timexindia.com. Therewas no change in the Policy during the year.

However the Board of Directors of the Company has considering theaccumulated and continuing losses and consequent to the amendments in the provisions ofthe Section 135 of the Companies Act 2013 dissolved the Corporate Social ResponsibilityCommittee with effect from February 3 2021.

COST RECORDS

Maintenance of cost records as specified by the Central Governmentunder 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 theworkplace and has formed committees called Internal Complaints Committee at Baddi PlantCorporate Office and at all regional offices for prevention and prohibition of sexualharassment and redressal against complaints of sexual harassment of working women at theworkplace as per Sexual Harassment of Women At Workplace (Prevention Prohibition AndRedressal) Act 2013 read with Sexual Harassment of Women At Workplace (PreventionProhibition And Redressal) Rules 2013. These Committees have the power/jurisdiction todeal with complaints of sexual harassment of working women as per the rules specifiedtherein. All the employees (permanent contractual temporary trainees) are covered underthis policy.

During the financial year 2020-21 no such complaint was receivedacross the organisation.

During the year the Company has complied with the provisions of SexualHarassment of Women At Workplace (Prevention Prohibition And Redressal) Act 2013 readwith Sexual Harassment of Women At Workplace (Prevention Prohibition And Redressal)Rules 2013 and has formed necessary committees at all locations.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

(b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period;

(c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors have prepared the annual accounts on a going concernbasis;

(e) the directors have laid down proper internal financial controls tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively and; (f) The directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion& Analysis Report describing the Company's objectives expectations or forecastsmay be forward looking within the meaning of applicable laws. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe Company's operations include global and domestic demand and supply conditionsaffecting selling prices raw material availability and prices changes in governmentregulations tax laws economic developments within the country and other factors such aslitigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for thesupport and cooperation which the Company continues to receive from its customers thewatch trade the New Okhla Industrial Development Authority the Governments of UttarPradesh and Himachal Pradesh the Banks / Financial Institutions and other stakeholderssuch as - shareholders customers and suppliers among others and its employees. TheDirectors also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Company's success. The Directors look forwardto their continued support in future.

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