MANAGEMENT DISCUSSION AND ANALYSIS REPORT AN OVERVIEW OFTHE ECONOMY Global Economy The global économie environment continues to remain weak as major économies are struggling for revival and growth. Amid weak aggregate demand, falling commodity prices and increasing financial market volatility in major economies, the global economy stumbled in 2015. World economy is projected to grow by 3.2% in 2016 and 3.5% in 2017, supported by less restrictive fiscal and accommodative monetary stances worldwide. Indian Economy India continues to remain a bright spot in the otherwise bleak global economic forecast of the International Monetary Fund (IMF). India faces a challenging environment in the next year due to unusual volatile external environment with significant risks of weaker global activity and domestic growth affected by weak manufacturing activity and agriculture decline due to weak monsoon. The bright spots under the environment are strengthening domestic business cycle, and a supportive policy environment, compared to most other major developing countries. With slowing trade growth as one of the risk factors to growth, India is estimated to grow at 7.5% in 2016-17. The Central Government has shown its determination towards improving business environment in the country, with its continued efforts towards bringing in like GST, land Acquisition, FDI limits, etc., but the speed of reforms and the realisation on ground is the key to swifter sustainable growth. GST, in particular, once implemented will be positive for the company, it being engaged in importing of luxury watches for its retail business. The government continues its efforts towards bringing consumption above the ground and the efforts have turned into real initiatives in terms of implementation PAN card regulation and Tax Collected at Source on cash transactions more than a specified amount. Implementation of PAN card requirement for transactions above Rs.2 Lakhs and above w.e.f from 1st January 2016 had a sharp and sudden negative impact across product categories, including high-end watches. However, over the last few months, the company has witnessed customers returning to the normal consumption pattern gradually on all but the very highest price points. The company believes without doubt that in the long term the regulation will be beneficial for the company as well as the business in general especially if the playing field is made level and compliances are rationalised together with policies. Swiss Watch Industry The Swiss Watchmaking industry had to contend with a more complex and challenging environment in 2015. It reported its first downturn since 2009. The value of the watch industry exports in 2015 stood at 21.5 billion francs against 22.2 billion francs in the year 2014, witnessing a decline of 3.3% over brvious year. Following two consecutive years of consolidation, the annual result was therefore almost back at its 2012 level. The adverse trend in many major markets including China & Hongkong, Russia and Middle East, had a severe impact on the overall progress of business. Watchmaking exports deteriorated continuously during 2015, falling from +3.2% in the first quarter to -7.3% in the fourth quarter. This year again, the watch industry witnessed consolidation, while its largest markets, Hong Kong and China declining by more than 18.3% over 2014. Overall, during the year, Switzerland exported 28.1 million watches against 28.6 million watches in 2014, i.e. decline by 1.6%. China exported 682.8 million pieces of watches in 2015, growth of 2.1% over brvious year. On the other hand Hong Kong volume exports declined by 12.2% to 276.7 million pieces. Volumes wise, Switzerland maintained its third position with exports of 28.1 million watches in 2015, decline of 1.6% over brvious year. The launch of 'smart' watches was the most talked about subject in the watch industry. Even though the Apple Watch is still a first generation product and there has been a lot of talk of it revolutionising the genre, the general imbrssion is that 'smart' watches have not fared as well as was expected. So far they don't seem to pose a significant threat to the Swiss watch industry. Swiss watch brands, as well as global fashion brands such as those of Fossil Group, have also started introducing smart watches to counter the threat of the Apple smart watch. The Swiss watch industry had successfully faced the apbrciation of Swiss Franc after the removal of currency cap with Euro by its ability to pass on increase in prices, mostly in the high-end segment. For the other segments, the watch companies are cutting costs and renegotiating prices. The major business strategy for watch companies is introduction of the new products, with new styles and complications. Another major development in the coming period is the brparedness of the watch companies to face the implementation of the "SWISS ORIGIN" regulations w.e.f. 2017. Indian Watch Market Indian luxury market posted reasonable growth during the last few years. However, it is still in its nascent stage and has many opportunities for growth amongst international players. The recent slowdown in Chinese luxury goods has also shifted the focus of luxury players to India. With luxury brands increasing their efforts towards better brand visibility, accessibility and availability, the market is positioned to capitalize on socio-economic growth in the country. This is further augmented by the urban rich consumer base of India is indulging in luxury goods for both style and status reasons, growing purchasing power of upper class population in Tier II and Tier III cities with increased brand awareness. This segment is also witnessing positive traction on the online platforms. This is mainly on account of increase in the number of internet users in the country owing to the rising internet penetration. This is beneficial for the overall industry as online brsence reduces the need to create a physical brsence, thereby tapping the latent potential in the non-urban regions of the country. BUSINESS OVERVIEW KDDL Limited is one of the leading Companies in India in manufacture of watch components and also emerging as a strong engineering company for manufacture of high quality brcision stamped components and progressive tools for various applications. KDDL also manages the largest retail chain of luxury Swiss watches in the organised sector through its subsidiary, Ethos Limited. The Company's revenues are primarily from manufacture of watch components, progressive tools, brcision engineering components and sub-assemblies. An overview of the different business segments are given below: Turnover The total turnover of the company was impacted by the sluggish market environment and the revenue declined by 3% during the year, as compared to growth of 13% during the last year. The impact of slowdown in Swiss watches market was visible on the revenues of the company also. The watch components of company which has a major revenue share in the overall business is not insulated from market environment and were impacted by this slow down. All segments of the manufacturing business witnessed marginal decline in the operational revenue. The overall turnover of company from domestic market improved by 2% and on the other hand turnover from exports market declined by 5.8%. The watch components business of domestic market was stagnant as compared to a healthy growth of 21% in value terms in brvious year, showing the impact of the sluggishness in market conditions. On the other hand, exports value of watch components business declined by 2.4% due to slow down in Swiss market. Other manufacturing businesses of the company witnessed decline of 8% compared to growth of 12% in brvious year on account of delayed and deferred projects by the customers in company's EIGEN brcision engineering business. The Company's overall strategy is to continue focus on increasing exports of watch components to Swiss market and to accelerate the growth of Precision Engineering business by adding new capabilities and increasing marketing efforts. Watch Components During the year, dials units of the company located at Parwanoo and Baddi (H.P) and Derabassi (Punjab) operated at sub-optimal capacity utilisations due to sluggish order position, both from domestic and export markets. The overall revenue of Dial units declined by 4% compared to a growth of 9% in brvious year. The major decline in Dial units revenue was from domestic market, which declined by 2.8% compared to brvious year growth of 20%. The Dial units revenue from export was almost stagnant. The overall revenue of Watch Hands Units of the Company located at Bangalore registered a decline of 5.5% compared to growth of 17.6% in the brvious year. The revenue of Hands unit from domestic market increased by 4.4% compared to brvious year and exports market declined by 4%. Precision Engineering Components The overall revenue of our brcision components manufacturing unit at Bangalore witnessed decline of 6.5% compared to a growth of 26% in the brvious year. The decline in turnover of the unit was primarily because of slow down and deferment of the projects by the export customers. The year on year growth in revenue from domestic market was 25%, whereas the direct and indirect exports market declined by 31% compared to brvious year. During the year, company had initiated various efforts for increasing its brsence and reach with the potential customer segments, by regular participations in the relevant trade fairs and exhibitions. Other Businesses Another business of the company relates to manufacture of Packaging for the Ornamental Jewellery, Watches, Writing Instruments and other accessories. The revenue of the company from this business declined by 15.8% compared to a decline of 12.8% in the brvious year. The major reason for decline in revenue was slow down in the domestic market demand for the Jewellery Packaging and Writing Instruments market. Strategic Initiatives The financial year 2015-16 commenced with supbrssed market conditions but the overall industry was hopeful that this is a temporary phenomenon and order position will start improving with the recovery in overall economic environment. However, the market conditions continued consistent decline quarter by quarter and the third quarter of financial year hit rock bottom levels in revenue because of low order position. However, from the last quarter, the market conditions improved in all segments of manufacturing business and the order position was much healthier. However, it is likely that the watch components business may still need couple of quarter's time frame for full recovery. The efforts of the company in the brvious few year for consolidation, restructuring of the watch dial manufacturing facilities, enhancing the capabilities to manufacture more complex and additional features dials coupled with improvement in operational parameters will help the company in overcoming the sluggish market conditions and the company will be well positioned to capture the opportunities post revival of market conditions. During the year, company created Training Institute for providing the in-house training and enhancing skills of the craftsmen responsible for manufacturing watch dials. The efforts of the company for enhancing skills will help in optimising the operational efficiences, improving productivity and add capabilities to manufacture additional features, more complex components. The major focus of the company is to increase market brsence in engineering business by enhancing the core capabilities and aggressive marketing efforts for encashing the strengths of the organisation. As a part of this exercise, during the year, company has increased its efforts for enhancing the growth of the Precision Stamped Components and Progressive tooling by structured marketing efforts for extending the customer reach and improving the flow of initial queries and conversion to orders. The company efforts are yielding positive results and there is an improvement in the flow of RFQ's both from the existing customers and new customers. Company has enhanced its brsence by participating in various trade shows, extension offices for key focus countries and improving the visibility by show casing the technical capabilities of the unit. In addition to this, the unit continues to focus on improving the internal efficiencies by improving manpower productivity, OEE, machines and tools efficiency thru' structured processes of enhancing skills, quality of machines and tools. The company continues to view brcision engineering business as major growth drivers in the coming years. During the last year, company also added the capabilities of mould making and manufacture of plastic injection moulded components. In addition, the company initiated efforts for getting AS9100 C certifications to qualify as a certified supplier of components to the aerospace segment. The unit has qualified this certification and now it has been recommended for AS 9100C certification by the inspection and registering authority TUV SUD and we expect the certification in next few weeks' time. The Packaging business of the company continues its struggle for growth and profitability. The fluctuating order inflows, quality of customers, and high cost of conversion is a major cause of concern. During the year, company focussed on improving the average price realisations. The debrssing business environment of low order position necessitated curtailing the capacity of the unit, manpower rationalisation and restricting overheads. The management had taken necessary steps and initiatives for reviving the business with a lower overhead structure. The financial performance of the unit improved compared to brvious year but the operations still continue to be in losses. During the year, the website of company www.ethoswatches.com , was utilised to the maximum potential for enhancing the online leads and conversion. This platform continues to be used by our subsidiary Ethos Limited and the company continues to explore other avenues for extending this platform for other lifestyle products and brands. Company continues to identify and eliminate the non-value added process for improving internal controls and efficiencies and during the year, company has extended the SAP tools for many additional processes. BUSINESS PERFORMANCE REVIEW Revenue The gross operating income of the company declined from Rs. 1310 million to Rs. 1234 million rebrsenting a decrease of 6% over the brvious year. The turnover of the company was broadly stable in both half's of the year, but third quarter was significantly low in the year as the market slowdown impacted lead to reduced order position for the company. However, the market situation and order position improved in the last quarter. The overall revenues were also impacted by the reduction in the export incentives by the government of India on watch components from 5% during the last year to 2% during the current year. The market conditions and overall environment was sluggish, but the impact on Company operations was less because of the structured focus and efforts of the company coupled with the delivery of the high quality competitive products. The watch segment gross operating income declined from Rs. 958 Million to Rs. 943 Million, registering a decline of 1.7% compared to growth of 12.4% in brvious year. The other segment's revenue decreased from Rs. 250 Million to Rs. 230 Million, registering a decline of 8.2%. The domestic sale of the company improved from Rs. 434 Million to Rs. 443 Million rebrsenting a growth of 2%, whereas the direct and indirect export revenue declined from Rs. 775 Million to Rs. 730 Million registering a decline of 5.8% which establishes the fact that overall global economic activity was at a reduced level. Margins During the year the margins of the company were under brssure compared to brvious year due to major slowdown in the export markets and reduction of export incentives on watch components from 5% to 2%. The earnings before interest, debrciation, taxes and appropriations reduced from Rs. 260 million to Rs. 229 million, decline of almost 12% over the brvious year. The operating EBIDTA earning after eliminating the exceptional, abnormal cost and CSR expenditure reduced to 19.2% from 20.5% achieved in brvious year. The percentage EBIDTA earning during the year was similar to the levels achieved in 2013-14. Shareholders' Funds The company's reserves improved from Rs. 434 millions as on 31st March 2015 to Rs. 756 millions as on 31st March 2016, on account of retained earnings from the profitability of the company and also due to receipt of share brmium of Rs. 275 millions on issue and allotment of 10,08,400 equity shares of face value Rs. 10 each on a brferential basis for cash at a price of Rs. 297.50 (including brmium of Rs. 287.50) during the year. The Share capital of the company also increased from Rs. 91.6 millions to Rs. 101.7 millions on account of allotment of equity shares on brferential basis. Loan Funds and Cost of Debt The cost of funds as a percentage to total revenue decreased substantially from 5.1% to 3.9% in 2015-16. During the year, Reserve Bank of India reduced the interest rates but banks were lagging behind in passing on the benefit to customers. However due to improved liquidity of the company post induction of funds through allotment of new shares on brferential basis, the company reduced its high costs debts and working capital borrowings, which led to sharp reduction in the borrowing costs. The overall simple average cost of debt decreased to 10.1% from 12% during the brvious year. The Company continues to focus and optimize the working capital cycle and reduce cost of borrowing by effective use and availment of different financing options. The company efforts are on restricting the overall borrowing of the company for better leverage. Fixed Assets Gross Fixed Assets of the company including Capital work in progress during the year increased from Rs. 1203 million to Rs. 1317 million on account of normal capital expenditure in the different units for increasing productivity, new product developments and addition of other assets for quality, safety, Information technology and administrative functions. In addition, the company has acquired a new land at Bangaluru Aerospace Park, adjacent to Bangaluru Airport for the expansion of brcision engineering business. Subsidiary Companies and Joint Ventures Ethos Limited The luxury watch market in India continued to grow at a brisk pace during the first nine months of the financial year. However, the implementation of Rs. 2,00,000 PAN card threshold rule form 1st January 2016 had a large immediate impact on the luxury industry in general and luxury watches in particular. In addition to this, the luxury watch market witnessed an increased level of competition brought about partly by the new PAN rules as well as unfavourable movements in exchange rates and increase in taxes. During the course of the year, the retail business ETHOS continued its topline growth. The company's net sales grew from Rs. 281 crores in FY14-15 to Rs. 329 cr in FY15-16, (+ 17%), with a healthy like-to-like growth of billings at 12%. The introduction of the new PAN rules had an impact on the sales of the company immediately in the first month resulting in the sales growth getting limited to 3% for quarter. However, the sales growth rates improved in the subsequent months and reverting to healthy levels at the end of the year. As a result of these challenges the business recorded a loss before tax of Rs. 4.63 Crores in the year compared to profit of Rs. 3.54 Croresin the brvious year. The EBIDTA recorded by the business in the year is Rs. 7.40 Crores, about 2.3% of the net sales of the year. During the year, the Company has opened one new store. The Company took a close look at stores that are not profitable and closed 8 stores. The total number of stores as at the end of FY2015-16 is 39. The Company continues to monitor closely the financial performance of all stores and will continue to close stores that do not show a significant improvement in sales and profits. Further, we are reviewing opportune new locations for stores especially flagship stores in the metro cities and also opportunities in tier2 and tier3 cities consistent with our Omni channel retail strategy. The Online initiatives of the Company continue to show imbrssive performance. In FY2015-16, the Company attracted an online traffic of more than 7.9 million visits compared to around 6 million in the brvious year. Further, the Online initiatives contributed to more than 31% of the overall sales achieved by the Company. The Company continues to allocate greater resources to this medium. The Company is also in the process of expanding its portfolio of brands to include luxury accessories of international brands such as MONTBLANC and Chopard and also looking at other complementary brands. The impact of the new PAN rules is likely to be diminish over a period time. The PAN rules are expected to gain wider acceptance amongst the watch customers over a period of time and the sales growth should revert to levels witnessed in brvious periods. The Company is already witnessing a recovery of growth. The Company is also taking pro-active steps to modify its growth strategy to counter the negative impact of the PAN rules on the very high price points and to nullify the margin brssures in general. The introduction of GST is also expected in the near future. This will have a very healthy impact on the Company. The Company has a pan India brsence but archaic laws make it very difficult and expensive to leverage this brsence. In addition, the levy of multiple taxes, especially customs, service tax, sales tax, etc. has an impact on the profitability of the Company. The introduction of GST will not just lead to administrative ease for serving customers across geographies, it will also have direct positive impact on the profitability of the Company. Pylania SA During the financial year 2015-16, the manufacturing operations of the company remained suspended and the revenue generation was primarily from trading activities, consultancy and managerial services and leasing of available resources. Presently company is evaluating the options of re-commencing the manufacturing of watch components and enhancing the trading business for watches and its components. The implementation of "SWISS ORIGIN" regulations for horology industry from 2017 onwards will help in reviving the Swiss manufacturing of watch components in Pylania. During the year, the revenue of the company declined from CHF 791 K to CHF 486 K because of the slow-down in the watch components trading revenue. However the company financial profitability improved to CHF 56 K compared to a profit of CHF 44 K during the year 2014-15. The improved profitability was made possible by the efforts of the company in restricting and controlling the operational expenses. During the year, the company enhanced its share capital by converting CHF 600 K of subordinated loans from an existing shareholder into equity. In addition, CHF 750 K was inducted into the company by way of allotment of 3000 additional shares of CHF 100 at a brmium of CHF 150 per share. Company is continuously reducing its borrowings to reduce the finance cost and also to reduce the financial obligations of the company. During the year, the borrowings of the company reduced by more than a million CHF by partial conversion into equity and repayments. The Board and Shareholders of the company are confident that the revenue and profitability of the business will grow in the coming years as the company plans to enhance the revenue generation by venturing into new streams of business. Satva Jewellery and Design Limited This is joint venture Company with 50:50 ownership between KDDL and Pascal Vaucher Holding, SA of Switzerland in the field of Jewellery setting. During the year, the operations of the company remained suspended as no orders were received from the JV partner. The company is exploring all available options acceptable to both the joint venture partners for recovery / restructuring of the business. KDDL is also working on alternatives for effective utilization of the assets of this joint venture company. The non cooperation of the other joint venture partners is delaying any final resolution for the company. Human Resource Management The skills and capabilities of our team remain our most valuable asset. KDDL seeks to attract and retain the best talent available. Human Resource Management incorporates a process driven approach that invests regularly in the training and development needs of employees through succession planning, job rotation, on the job training and extensive training workshops and programs. The Company's Talent Management process focused on building talent at various levels in the organization. A number of professions in different functions had been hired keeping in mind the company's future needs to build a leadership pipeline. Also, new people had been hired to build capabilities in new areas and to fill any gaps. As such, the Company has focused on developing internal talent through a robust identification process and with a clear development plan designed for each such talent. During the year the Company held various employee engagement programs in order to bolster employee morale inculcate a feeling of team work and camaraderie and create a mechanism to recognize individual and team contributions to the organizations. Programs such as Chairman's Annual Awards and Star Performer Awards recognize and reward individual and team achievements across the Group. The total number of employees of the Company was over 1000 during the year under review. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY A strong internal control culture is an important focus and thrust area in the company. The company has combrhensive internal systems, controls and policies for all the major processes to ensure the reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources. The formalized systems of control facilitate effective compliance as per applicable laws. The company also has well documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Auditors of the company continuously monitors the efficacy of internal controls/ compliance with SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management, control and governance processes. The scope and authority of the Internal Audit activity are well defined in the Internal Audit scope and guidelines, approved by the Audit Committee. Internal Auditors develops a risk based annual audit plan with inputs from major stake holders, and the major focus areas as per brvious audit reports. All significant audit observations are reviewed periodically and follow-up actions thereon are reported to the Audit Committee. The Audit Committee also meet the company's Statutory Auditors and Internal Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the company. The top and senior management of the company also assesses opportunities for improvement in business processes, systems and controls, provides recommendations, designed to add value to the organization and follows up on the implementation of corrective actions and improvements in business processes. The senior management of the company meets periodically to assess the performance of the each business segment and key functions of the company and areas for improvement of performance / controls are identified and reviewed on continuous basis. RISKS, THREATS AND CONCERNS Risk means uncertainties about events and their outcomes that could have a material impact on the performance and projections of the Company. Since risk is inherent in every business, it is the Company's responsibility to minimize its incidence in order to protect and enhance shareholder value. Our framework for combating risks recognizes that risks may be divided into two broad categories - risks that are common and relevant for most business in general and risks that are more specifically applicable to your company and business in particular. The Risk Management Policy at KDDL inter-alia provides for Risk identification, assessment, and reporting and mitigation procedure. The Policy is continuously updated and adopted to the changing environment in which the Company operates. Risks of General Nature Risks relating to the general macroeconomic environment of the Company include risks associated with political and legal changes, changes in tax structures, and commercial rules & laws. The Company keeps a proactive track to anticipate such changes and mitigate associated risks to the extent possible. Risks related to man-made and natural disasters such as explosions, earthquakes, storms as well as civil disturbances are handled by following best practices in the design of structures and "safety first" as a guiding principle while designing technical and business processes duly supplemented with requisite insurance coverage. The third set of general risks relates to risks from market led changes. These include risks associated with sudden fall in GDP and growth rates, overall market condition in India and abroad, or sudden changes in market brferences. The mitigation of these risks is achieved by a cost-effective and flexible working structure which would allow the Company to scale up or scale down working in affected areas in accordance with the changes. Specific Risks We have identified the following specific risks that need more detailed attention in the brsent circumstances and business of the Company. Risks due to decline in overall demand for watches: While we remain confident of a steady growth in the demand of watches in India over the next 10-15 years, we are aware of the decline of the watch as a time keeping instrument. At the same time, we see an evident increase in the watch becoming an important fashion accessory and also as an activity monitoring cum communicating instrument. The risk of such decline in the functional value of a watch is mitigated by positioning ourselves to better serve the watch as a fashion and wearable technology. Risks pertaining to over dependence on few companies: The Company has enjoyed a close and mutually beneficial association with several leaders in the watch business most notably Titan, Timex in India and the Swatch Group and many of the other leading brands in Switzerland. This inevitably has lead to a substantial part of the Company's business being related to these groups. Notwithstanding the strong standing of these companies and our Company's enduring relationship with them, we recognize that broad-basing our customer base and brand partner base is a priority to mitigate any inherent risk from over-dependence on any specific partner. Risks related to over dependence on one business: The company is structurally focussing on increasing the revenue from other manufacturing business streams and strategically enhancing the growth of these segments, which will help is off-setting the over dependence on the watch segment. In order to overcome the risks of over dependence on watch components, company is aggressively focusing on the business growth from other business segment of brcision engineering components and also adding new capabilities for enhancement of revenue stream. Foreign Exchange Risks: More than 60% of the Company's manufacturing turnover comes from exports, denominated in Swiss Francs and US Dollars. The fall and rise in these currencies can seriously impact the working of the Company in the short and medium term. In the current year, the fall in the value of these currencies will have a significant impact on the export earnings in Rupee terms and thereby on the profitability of the Company. This risk is mitigated with several measures which include: • Hedging of currencies to the extent reasonably possible, also keeping in mind natural hedge we enjoy by exporting and importing in the same currency. • Balancing of imports and exports. Risk related to Personnel: Our business is increasingly dependent on the skills and competencies of our employees and management team. The general war for talent in our growing economy has created a risk related to the retention of key personnel both in manufacturing and retail sector. This risk is mitigated through effective HR policies relating to recruitment and retention and a proactive remuneration and rewards policy that is periodically reviewed at the highest management level. CAUTIONARY STATEMENT Certain statements made in the "Management Discussion and Analysis Report" relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute "forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those exbrssed or implied. Important factors that could make significant difference to the Company's operations and actual results include among others, Government Regulations, statutes, tax laws, economic developments within India and countries in which the company conducts businesses, litigations and other allied factors. For & on behalf of the Board Anil Khanna Director Yashovardhan Saboo Vice Chairman-cum-CEO Date: 30-5-2016 Place: Chandigarh |