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Singer India

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Directors Report Year End : Jun '15    « Jun 13
TO THE MEMBERS
 
 The Directors have pleasure in presenting the Thirty Seventh Annual
 Report and the audited accounts for the year ended 30th June 2015.
 
 FINANCIAL RESULTS                                    (Rupees in ''Lacs)
 
                                           For the 
                                           year ended      For the 
                                                           year ended
 Particulars                               30th June 2015  30th June 2014
 
 Sales & Services                           28,496.84        24,334.89
 
 Other Income                                  223.80           164.14
 
 Total                                      28,720.64        24,499.03
 
 Profit before finance cost, 
 depreciation & impairment and Tax &         1,069.56           995.65
 Exceptional items
 
 Finance cost                                    7.76             8.05
 
 Depreciation,amortization and impairment       82.00            67.46
 
 Profit before tax & Exceptional Items         979.80           920.14
 
 Exceptional Items                              20.13                -
 
 Profit before tax                             959.67           920.14
 
 Tax - Current and Deferred (Including 
 adjustments related to earlier years) 
 (Income)/Expenditure                          319.47           222.77
 
 Profit after tax                              640.20           697.37
 
 Balance brought forward                     1,989.37         1,520.24
 
 Depreciation adjustment                        (5.13)               -
 
 Accumulated Balance                         2,624.44         2,217.61
 
 Dividend                                      268.58           161.15
 
 Dividend Tax                                   54.68            32.22
 
 Transfer to General Reserve                    63.86            34.87
 
 Balance Carried Over                         2237.32         1,989.37
 
 OPERATIONS
 
 Despite the slowdown in the consumer demand witnessed during most part
 of the year under review, your Company could maintain a growth in the
 businesses of both sewing machines and domestic appliances. The
 financial year ended 30th June 2015 ended with a total turnover of Rs.
 28,497 lacs from Rs.24,335 lacs in the previous year showing a growth
 of 17 % while revenue from Sewing Machines and Related Accessories
 Business at Rs.25,188 lacs increased by 14% over the prior year, the
 Domestic Appliances Business, a relatively new business segment of your
 Company, at Rs. 3,309 lacs grew by 48%. The Domestic Appliances
 Business accounted for 11.6 % of the total business of your Company in
 the year under review and thus becoming a separate reportable segment
 from this year.
 
 The Company continued to expand its presence Pan India but keeping
 focus on select markets and also revamping the existing distribution
 network. Your Company continued to strengthen its operating structure
 in the fields of logistics, after sales service and marketing services
 to expand the businesses resulting in increase in the operational
 costs. The Company however is determined to make the domestic
 appliances vertical also a profitable segment by optimizing these costs
 in future. The focus will remain in delivering quality products and
 efficient services to the Customers combined with aiming at improving
 the operating margins and also optimizing the use of working capital.
 More details on operations have been covered in the Management
 Discussions and Analysis forming part of this report.
 
 The profit before tax and after tax for the year amounted to Rs. 960
 lacs (after exceptional items of Rs. 20 lacs) (Rs.  920 lacs in the
 previous year) and Rs. 640 lacs (Rs. 697 lacs in the previous year)
 respectively. The charge of deferred tax expense during the year under
 review was relatively higher compared to the prior year as in the prior
 year this was after netting a credit taken for the deferred tax asset.
 
 INDUSTRIAL RELATIONS
 
 Industrial relations generally remained cordial and harmonious during
 the year.
 
 CHANGE IN THE NATURE OF BUSINESS
 
 There has been no change in the nature of the business of the Company.
 
 DIVIDEND
 
 The Board of Directors, at their meeting held on 27th August, 2015
 recommended a dividend of Rs. 2.5 per equity share of face value of Rs.
 10 each for the financial year ended 30th June, 2015.
 
 The dividend, if approved at the forthcoming Annual General Meeting,
 will be paid to the shareholders as on the close of business on 23rd
 October, 2015
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs 64 lacs to the General Reserve out
 of the amount available for appropriation.
 
 FIXED DEPOSITS
 
 The Company has repaid all depositors along with interest due as per
 the directions of the Hon''ble Delhi High Court except for the unclaimed
 amount of Rs. 2.35 lacs (Principal) and Rs. 1.23 lacs (Interest) to 19
 depositors who have not furnished the original deposit receipts or
 indemnities.  These depositors have not claimed the amount despite
 reminders. Out of this amount, Rs. 43,000 (including interest of Rs.
 13,000) will be deposited with the Investors protection Fund of the
 Central Government within the prescribed time in the current year and
 the balance amount in the ensuing year.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 During the year under review, your Company has not made any loan, or
 given any guarantee or provided any security and/or made investments
 and thus the compliance of Section 186 of the Companies Act, 2013 is
 not applicable.
 
 SUBSIDIARY COMPANIES
 
 Himec India Limited and Singer India Trading Limited, the two wholly
 owned subsidiaries of the Company had filed for voluntary winding up
 under the provisions of the Companies Act, 1956. The liquidator
 appointed by the shareholders of Himec India Limited and Singer India
 Trading Limited has completed all formalities and filed his Report with
 the Official Liquidator. Himec India Limited has since been dissolved
 effective from 25-11-2014. The winding up matter of Singer India
 Trading Limited is pending with the Official Liquidator as of now.
 
 DEPOSITORY SYSTEM
 
 The Company''s shares are available for dematerialization with National
 Securities Depository Ltd. (NSDL) and Central Depository Services (I)
 Ltd. (CDSL) 99.56% of the total shareholding of the Company was held in
 dematerialized form as on 30th June, 2015.
 
 DIRECTORS
 
 Mr. K K Gupta relinquished his position as the Director and Non -
 Executive Chairman of the Company effective closing hours of 31st
 December 2014. The Board of Directors place on record their deep
 appreciation of Mr.  Gupta''s long association with the Company in
 various capacities and thank Mr. Gupta for his long and remarkable
 contribution made to the Company in bringing it back to the growth
 track. Mr. P N Sharma was appointed as the Non - Executive Chairman of
 the Company effective 1st January 2015 replacing Mr. Gupta.
 
 Mr. Gavin Walker retires by rotation at the ensuing Annual General
 Meeting and being eligible offer for reappointment.
 
 The profile of the Director to be re-appointed has been given in the
 Corporate Governance Report. The Board recommends the above
 re-appointment. Resolution seeking your approval on this item along
 with the terms and conditions are included in the Notice convening the
 Annual General Meeting.
 
 DECLARATIONS BY INDEPENDENT DIRECTORS
 
 Your Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence as prescribed both under sub-section (6) of Section 149 of
 the Companies Act, 2013 and under Clause 49 of the Listing Agreement
 with the Stock Exchanges.
 
 Independent Directors are familiarized with their roles, rights and
 responsibilities as well as with the nature of industry and business
 model through induction program at the time of their appointment as
 Directors and through presentations on economy & industry overview, key
 regulatory developments, strategy and performance which are made to the
 Directors from time to time. The terms & conditions of appointment of
 Independent Directors can be accessed at http://www.singerindia.net
 /?page_id=41/#termconditions
 
 KEY MANAGERIAL PERSONNEL
 
 Pursuant to Section 203 of the Companies Act, 2013, the Company has
 designated Mr. Subhash Chand Nagpal as Chief Financial Officer w.e.f.
 06.05.2015.
 
 Mr. Ashish Srivastava had resigned from the post of Company Secretary
 w.e.f. 28.07.2015 and Mr Richin Sangwan has been appointed as Company
 Secretary w.e.f. 29.07.2015 and designated as the Key Managerial
 Personnel of the Company
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134 of the Companies Act, 2013 with respect to
 Directors'' Responsibility Statement, it is hereby confirmed:
 
 a.  that in the preparation of the annual financial statements, the
 applicable accounting standards have been followed along with proper
 explanation relating to material departures, if any;
 
 b.  that such accounting policies have been selected and applied
 consistently and judgment and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at 30th June, 2015 and of the profit of
 the Company for the year ended on that date;
 
 c.  that proper and sufficient care has been taken for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d.  that the annual financial statements have been prepared on a going
 concern basis;
 
 e.  that proper internal financial controls were in place and that the
 financial control were adequate and were operating effectively;
 
 f.  that proper systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 BOARD EVALUATION
 
 The Board adopted a formal mechanism for evaluating its performance and
 as well as that of its Committees and individual Directors, including
 the Chairman of the Board.  The exercise was carried out through a
 structured evaluation process covering various aspects of the Board
 functioning such as composition of the Board & Committees, experience &
 competencies, performance of specific duties & obligations,
 contribution at the meetings and otherwise, independent judgment,
 governance issues etc.
 
 The evaluation criteria of the company can be accessed at
 http://www.singerindia.net/?page id=41/#policies
 
 NOMINATION AND REMUNERATION POLICY
 
 The Board, on the recommendation of the Nomination & Remuneration
 Committee, has framed a policy for selection and appointment of
 Directors, Senior Management and their remuneration. The remuneration
 paid to the Directors and the Senior Management is as per the
 Managerial Remuneration Policy of the Company. Brief details of the
 Managerial Remuneration Policy are provided in the Corporate Governance
 Report.
 
 The Nomination & Remuneration Policy of the Company can be accessed at
 http://www.singerindia.net/?page id=41/#policies
 
 INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
 
 The details in respect of internal financial control and their adequacy
 are included in the Management Discussion & Analysis, which forms part
 of this report.
 
 RISK MANAGEMENT
 
 Your Company had formed a Risk Management Committee consisting of the
 Managing Director and Executives of the Company. The Committee reports
 to the Audit Committee. The Committee identifies, evaluate business
 risks and opportunities. This Committee has formulated and implemented
 a policy on risk management to ensure that the Company''s reporting
 system is reliable and that the Company complies with relevant laws and
 regulations. The Board of Directors of your Company is of the opinion
 that, at present, there are no elements of risks which may threaten the
 existence of the Company.
 
 The Risk Management Policy of the Company can be accessed at
 http://www.singerindia.net/?page id=41/# policies
 
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR)
 
 The Company has constituted a Corporate Social Responsibility (CSR)
 Committee and has framed a CSR Policy. The brief details of CSR
 Committee are provided in the Corporate Governance Report. The Annual
 Report on CSR activities provided in Annexure 3 to this Report. The CSR
 Policy is made available on the website of the Company.
 
 During the year under review, the Company had taken an initiative to
 run skill development centers for the benefit of the underprivileged
 women whereby the women are being trained to develop their skills in
 the field of sewing, embroidery work and other related work to make
 them self- prolicient and independent working member of their family.
 
 The Company spent Rs. 17.36 lacs during the year ended 30th June 2015
 on these skill development centers. This was slightly below the
 stipulated minimum requirement at 2% of profits as required under and
 the shortfall amount is Rs.76,000 as the work on certain skill
 development centers could not finish by the end of the year .The Board
 is confident that the shortfall would be covered in the next financial
 year.
 
 The CSR Policy of the Company can be accessed at
 http://www.singerindia.net/?page_id=43
 
 CORPORATE GOVERNANCE
 
 As required under Clause 49 of the Listing Agreement, a separate report
 on Corporate Governance is enclosed as a part of this Annual Report,
 duly certified by M/s Ray & Ray, Chartered Accountants, the Auditors of
 the Company, confirming the compliance of the conditions of Corporate
 Governance.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management Discussion and Analysis Report as required under the
 Listing Agreement with Stock Exchange forms part of this report and
 annexed thereto.
 
 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 In order to prevent sexual harassment of women at workplace a new Act
 namely The Sexual Harassment of Women at Workplace (Prevention,
 Prohibition and Redressal) Act, 2013 has been notified on 9th December,
 2013. Under the said Act every company is required to set up an
 Internal Complaints Committee to look into complaints relating to
 sexual harassment at work place of any women employee.
 
 The Company has adopted a policy for prevention of Sexual Harassment of
 Women at workplace and has set up Committee for implementation of said
 policy. During the year Company has not received any complaint of
 harassment.
 
 The Prevention of Sexual Harassment Policy of the Companycan be
 accessed at http://www.singerindia.  net/?page id=41/#policies
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in Form
 MGT-9 are provided in Annexure 2 of the report.
 
 RELATED PARTIES TRANSACTIONS
 
 All the related party transactions of the Company are reviewed by the
 Audit Committee and presented to the Board on a quarterly basis. These
 transactions were at arm''s length basis and in the ordinary course of
 business and are in compliance with the provisions of Section 188 of
 the Companies Act, 2013 read with Companies (Meeting of Board and its
 Powers) Rules, 2014 and Clause 49 of the Listing Agreement. There were
 no materially significant related party transactions entered into by
 the Company so Form AOC-2 under these rules is not applicable to the
 Company, Moreover the disclosures relating to related parties is
 explained in Note 43 in the Notes to Accounts attached to the Balance
 sheet.
 
 The policy on Related Party Transactions is uploaded on the Company''s
 website http://www.singerindia.net /?page_id=41/#policies
 
 VIGIL MECHANSISM/WHISTLE BLOWER POLICY
 
 The Company has adopted a whistle blower policy and has established the
 necessary vigil mechanism for employees and directors to report
 concerns about unethical behavior. No person has been denied access to
 the chairman of the Audit Committee.
 
 The said policy is uploaded on the website of the Company at
 http://www.singerindia.net/?page id=3759
 
 During the year under review, there were no cases pertaining to whistle
 blower policy.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
 TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
 
 There are no significant and material orders passed by the Regulators
 or Courts or Tribunals which would impact the going concern status and
 the Company''s future operations.
 
 STATUS ON THE REHABILIATION SCHEME APPROVED BY THE BOARD FOR INDUSTRIAL
 AND FINANCIAL RECONSTRUCTION (BIFR)
 
 The Hon''ble Board for Industrial and Financial Reconstruction (BIFR) in
 the hearing held on 28th February 2013 discharged your Company from the
 purview of SICA / BIFR.
 
 The appeals filed by the Company and some of the unsecured creditors on
 the quantum of amount to be paid to them under the Scheme sanctioned by
 BIFR are pending adjudication before the Hon''ble Appellate Authority
 for Industrial and Financial Reconstruction (AAIFR).
 
 STATUTORY AUDITORS AND AUDITORS'' REPORT
 
 The Statutory Auditors of the Company, M/s Ray & Ray Chartered
 Accountants were appointed by the members in the 36th Annual General
 Meeting for a period of 3 years until the conclusion of the 39th Annual
 General Meeting subject to the ratification by the shareholders at
 every Annual General Meeting. The Company has received a certificate
 from the Auditors to the effect that the appointment, if made would be
 within the limits prescribed under Section 141 (g) of the Companies Act
 2013. Members'' ratification for the appointment of Statutory Auditor
 has been sought in the Notice convening the Annual General Meeting of
 the Company.
 
 The report given by the Auditors on thefinancial statements of the
 Company is part of the Annual Report. There has been no qualification,
 reservation, adverse remark or disclaimer given by the Auditors in
 their Report.
 
 SECRETARIAL AUDIT REPORT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the rules made there under, the Company had appointed Mr. H O
 Gulati, Practicing Company Secretary to undertake the Secretarial Audit
 of the Company. The Secretarial Audit Report for the financial year
 ended 30th June 2015 is provided as Annexure 1. There were no
 qualifications, reservation or adverse remarks given by Secretarial
 Auditor of the Company.
 
 INTERNAL AUDIT
 
 During the year your Company has engaged the services of M/s S S
 Kothari Mehta & Company, Chartered Accountants as Internal Auditors to
 carry out the internal audit of the Company. The reports of the
 internal auditors, along with comments from the management are placed
 for review before the Audit Committee. The Audit Committee in
 consultation with the Statutory Auditor also scrutinizes the audit plan
 and the adequacy of internal controls.
 
 PARTICULARS OF EMPLOYEES
 
 No employee of the company was drawing remuneration of sixty lacs or
 more, if employed for full year or five lacs or more if employed for
 part of the year, so information required under Section 197 of the
 Companies Act, 2013 read with rule 5(2) of the Companies (Appointment
 and Remuneration of Managerial Personnel) Rules, 2014 is not applicable
 on the company.
 
 Information required under Section 197 of the Companies Act, 2013 read
 with rule 5(1) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 are provided in Annexure 4 to this
 Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 A statement giving details of conservation of energy technology
 absorption, foreign exchange earnings and outgo in accordance with
 Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The
 Companies (Accounts) Rules, 2014, is provided in Annexure 5 to this
 Report.
 
 ACKNOWLEDGEMENT
 
 The Directors place on record their appreciation for the assistance and
 co-operation received from the Government of J & K, SINGER, the
 Company''s valued customers, members, investing public, employees,
 bankers, suppliers and dealers/distributors.
 
 For and on behalf of the Board of Directors of
 SINGER INDIA LIMITED
 
 Place: New Delhi                           P N Sharma
 
 Date: 27th August, 2015                      CHAIRMAN
Source : Dion Global Solutions Limited
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