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Singer India Directors Report, Singer India Reports by Directors
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Directors Report Year End : Jun '13    « Jun 12
TO THE MEMBERS
 
 The Directors have pleasure in presenting the Thirty Fifth Annual
 Report and the audited accounts for the year ended 30th June 2013.
 
 FINANCIAL RESULTS                              (Rs.in Rs.000)
 
                                          For the 
                                          year ended    For the 
                                                        year ended
                                          30th June 
                                           2013         30th June 2012
  
 Sales & Services                       1,969,173        1,559,316
 
 Other Income                              38,467           12,611
 
 Total                                  2,007,640        1,571,927
 
 Profit before finance cost, 
 depreciation & impairment and            100,128           92,241
 tax
 
 Finance costs                                524              397
 
 Depreciation, amortization and impairment  5,896            5,736
 
 Profit before tax                         93,708           86,108
 
 Tax - Current and Deferred 
 (Including adjustments related to  
 earlier years) (Income)/Expenditure       (59502)         (16,034)
 
 Profit after tax                         153,210          102,142
 
 Balance brought forward                   25,329          (76,813)
 
 Accumulated Balance                      178,539           25,329
 
 Dividend                                  16,115
 
 Dividend Tax                               2,739
 
 Transfer to General Reserve                7,661
 
 Balance Carried Over                     152,024
 
 OPERATIONS
 
 The Company continued to expand its geographical reach and strengthen
 its product portfolio both in sewing machines as well as small
 appliances. The Zig Zag sewing machines range was expanded with more
 versatile models of electronic and computerized segments to reach to
 consumers who have flair and aptitude for fashion designing as a hobby.
 The appliances range was also enlarged by adding newer models of
 mixers, induction cookers, food processors, etc.
 
 As a result, the turnover of your Company at Rs. 1,969,173 thousands
 during the year ended 30th June 2013 increased by 26% over prior year.
 While the sewing products turnover increased by 20% over prior year,
 the small appliances turnover grew by 318% albeit over a much smaller
 base. The small appliances business provides the Company ample space to
 grow in future.
 
 The Profit before and after tax at Rs. 93,708 thousands and Rs. 153,210
 thousands respectively during the year under review increased by 9% and
 50% over prior year.  The tax adjustment included one time credit of
 Rs. 59,502 thousands (net) on account of recognition of deferred tax
 asset.
 
 The Company focused on strengthening its organization mainly in sales,
 distribution and service setup and incurred higher spend on advertising
 and promotions to gear up for expansion in future. This impacted the
 profits to an extent for the year under review.
 
 DIVIDEND
 
 The Board of Directors, at their meeting held on 27th August, 2013
 recommended a dividend of Rs. 1.50 per equity share of face value of
 Rs. 10 each for the financial year ended 30th June, 2013.
 
 The dividend, if approved at the forthcoming Annual General Meeting,
 will be paid to the shareholders as on the close of business on 6th
 November, 2013. As per Income Tax Act, 1961, the tax on the dividend
 will be borne by the Company.
 
 STATUS ON THE REHABILIATION SCHEME APPROVED BY THE BOARD FOR INDUSTRIAL
 AND FINANCIAL RECONSTRUCTION (BIFR)
 
 The Hon''ble BIFR in the hearing held on 28th February 2013 discharged
 your Company from the purview of SICA / BIFR.
 
 The workers of the factory at Jammu have been paid recently as per the
 settlement reached with them. The Hon''ble J & K Government also
 assisted the Company in resolving the power issues which had been
 pending for long.
 
 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 are pending
 before the Hon''ble AAIFR.
 
 MANUFACTURING
 
 Operations of the Company''s manufacturing Unit at Jammu re-started on
 3rd July 2013. Production will pick up gradually in a phased manner.
 Some trial production took place in May/June 2013.
 
 SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS
 
 As stated earlier, 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. The matter is pending now with
 the Official Liquidator''s office for filing the winding up petition in
 the High Court of Delhi. Therefore, the accounts of these companies
 have not been prepared.
 
 DIRECTORS
 
 Mr. Gavin Walker and Mr. Deepak Sabharwal, Directors retire by rotation
 at the ensuing Annual General Meeting and being eligible, offer
 themselves for reappointment.
 
 The profile of Directors to be re-appointed has been given in the
 Corporate Governance Report.
 
 The Board recommends the above re-appointments.  Resolutions seeking
 your approval on these items along with the terms and conditions are
 included in the Notice convening the Annual General Meeting.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Company has been associated with many Social Welfare Organizations
 through its shops and dealers network whereby sewing machines were
 distributed for the benefit of the underprivileged who got an
 opportunity to earn their livelihood.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report as required under the Listing
 Agreement with Stock Exchange is enclosed as Annexure A.
 
 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. 255 thousands (Principal) and Rs. 131 thousands
 (Interest) to 20 depositors who have not furnished the original deposit
 receipts or indemnities. Reminders to these depositors have been sent.
 
 DEPOSITORY SYSTEM
 
 The Company''s shares are available for dematerialization with National
 Securities Depository Ltd. (NSDL) and Central Depository Services (I)
 Ltd. (CDSL). 99.53% of the total shareholding of the Company was held
 in dematerialized form as on June 30, 2013.
 
 AUDITORS AND AUDITORS'' REPORT
 
 M/s Ray & Ray, Chartered Accountants, statutory auditors of the
 Company, hold office until the conclusion of the ensuing Annual General
 Meeting, and being eligible, offer themselves for re-appointment.
 Notice under section 224(1B) of the Companies Act, 1956 has been
 received from the auditors confirming their eligibility to act as
 Auditors of the Company.
 
 The Auditors'' in their report to the Members, have in the Emphasis of
 matter” expressed unqualified opinion on note 40 of the financial
 statement relating to remuneration paid/ provided in respect of
 non-executive chairman, which is self explanatory.
 
 DEVELOPMENT, 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 the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is annexed hereto and forms a part of this
 Report.  Since the Company''s factory was not in operation during whole
 of the year, except for small trial production during May/June 2013,
 only relevant information has been included in this report.
 
 EMPLOYEES
 
 Information required under Section 217(2A) of the Companies Act, 1956
 read with the Companies (Particulars of Employees) (Amendment) Rules,
 1994 forming part of this report is being annexed.
 
 The Directors wish to place on record their deep appreciation for the
 support and contribution made by all the employees of the Company.
 
 INDUSTRIAL RELATIONS
 
 Industrial relations remained cordial and harmonious during the year.
 
 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.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
 to Directors'' Responsibility Statement, it is hereby confirmed:
 
 i) That in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanations
 relating to material departures;
 
 ii) That the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and to the
 profit or loss of the Company for that period;
 
 iii) That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 iv) That the Directors had prepared the annual accounts on a going
 concern basis.
 
 ACKNOWLEDGEMENT
 
 The Directors place on record their appreciation for the assistance and
 co-operation received from the J & K Government, SINGER, the Company''s
 valued customers, members, investing public, employees, bankers and
 suppliers/dealers/distributors.
 
                             FOR AND ON BEHALF OF THE BOARD
 
 Place: New Delhi            K. K.GUPTA
 
 Date: 27th August, 2013     CHAIRMAN
Source : Dion Global Solutions Limited
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