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Directors Report Year End : Jun '12    « Jun 11
TO THE MEMBERS
 
 The Directors have pleasure in presenting the Thirty Fourth Annual
 Report and the audited accounts forthe year ended 30th June 2012.
 
 FINANCIAL RESULTS                                    (Rs. in Crores)
 
                                        For the
                                        year ended     For the 
                                                       year ended
                                        30th June 2012 30th June 2011
 
 Sales & Services                           155.93          118.91
 
 Other Income                                 1.24            1.43
 
 Total                                      157.17          120.34
 
 Profit before finance cost, 
 Depreciation & impairment,                   9.22            7.05
 exceptional items and tax
 
 Finance cost                                 0.04            0.02
 
 Depreciation, amortization and impairment    0.57            0.40
 
 Profit before tax, and exceptional items     8.61            6.63
 
 Exceptional items - (Income) / Expenditure      -            5.08
 
 Profit before tax                            8.61            1.55
 
 Tax - Current and Deferred (Including 
 adjustments related to                      (1.60)          (1.37)
 earlier years) (lncome)/Expenditure
 
 Profit after tax                            10.21            2.92
 
 OPERATIONS
 
 Your Company once again delivered satisfactory operating and financial
 performance during the year under review and achieved a turnover of Rs.
 155.93 crores, an increase of 31% over prior year and net profit of Rs.
 10.21 crores, an increase of 250% over prior year. The Profits from
 operations before exceptional adjustments and tax registered an
 increase of 30% over prior year. As reported last year the net worth of
 the Company had turned positive as at 30th June 2011, This year, as at
 30th June 2012 the Company has been able to wipe off completely the
 accumulated losses as well.  This turnaround was possible because of
 the Company''s successful restructuring of its business while
 implementing the rehabilitation scheme sanctioned by the Hon''ble BIFR.
 
 The turnover from sewing business accounted for 98% of the total
 turnover achieved during the year ended 30*1 June 2012 which increased
 by 30% compared to Rs. 117.9 crores during the pervious year. The
 Company will continue its strategy to augment its core business by
 expansion in the unrepresented weaker territories and focusing on high
 value products. The brand image coupled with customer service will also
 be enhanced in these area. The Company has reentered the small
 appliances business and recorded a turnover of Rs. 3.07 crores in
 2011-12. This business will be further expanded in the coming years.
 
 The increased volumes and cost management helped to maintain healthy
 profits in spite of pressure on margins due to competition. Considering
 the certainty of realizing the tax benefits on the unabsorbed tax
 depreciation in future, the Company has created a deferred tax asset
 amounting to Rs. 1.4 crores as on 30n June 2012. The Company has also
 resumed paying taxes (Minimum Alternate Tax) as applicable from June
 15,2012.
 
 DIVIDEND
 
 Since the primary focus is continuing on strengthening the Company''s
 financial position, no dividend is recommended for the year under
 review.
 
 STATUS ON THE REHABILIATION SCHEME APPROVED BY THE BOARD FOR INDUSTRIAL
 AND FINANCE RECONSTRUCTION (B1FR)
 
 The Hon''ble BIFR had sanctioned a rehabilitation scheme vide its order
 dated 28°'' April 2008 (SS-08) which included one time settlement with
 the secured creditors (Consortium of Banks), reduction of existing
 capital against accumulated losses, infusion of new capital by the
 Promoters and remission of a portion of other unsecured liabilities
 including external commercial borrowings from the Promoters.
 
 As informed last year, the Company had already completed its capital
 restructuring including the additional new subscription by its
 Promoters, settling with the Secured Creditors and some of the
 Unsecured Creditors. The appeals fled by the Company and some of the
 unsecured Creditors relating to the quantum of money to be paid to them
 under the scheme is pending before the Hon''ble AAIFR.
 
 The operations at Jammu manufacturing Unit remained suspended. The
 Company has however, made a significant progress in reaching in
 principle understanding with the Representative of the workers for
 settlement with the workers and re-starting the Jammu manufacturing
 Unit. The Company''s request for restoration of power connection and
 waiver of electricity dues for the period of closure is pending for
 approval by the J & K Government. The Company expects to restart its
 manufacturing operations shortly.
 
 SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIALSTATEMENTS
 
 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 necessary formalities
 and filed his Report with the Official Liquidator. The matter is
 pending now with the Official Liquidator''s office forfiling the winding
 up petition in the High Court of Delhi. Therefore, the accounts of
 these companies have not been prepared.
 
 DIRECTORS
 
 Mr. P.N Sharma and Mr. Ajit Kumar, 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.
 
 Mr. K.K. Gupta had retired as the Whole - time Director with effect
 from 31st December2011. Mr. Gupta had, since rejoining the Company in
 2004, steered the Company through difficult times with great vision and
 accomplished remarkable turnaround for the Company to meet the
 challenges ahead. The Board of Directors places on record their
 appreciation for the invaluable contribution made by Mr. Gupta. Mr.
 Gupta will, continue to be associated with the Company as the Chairman
 of the Board of Directors.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Company has been associated with many Social Welfare Organisations
 through its shops and dealers network whereby sewing machines are
 distributed for the benefit of under privileged who get 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 as per the
 directions of the Hon''ble Delhi High Court except for the unclaimed
 amount of Rs. 2.91 lacs (Principal) and Rs.1.46 lacs (Interest) to 21
 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). As on June 30. 2012, 99.51% of the total shareholding of
 the Company was held in dematerializedform.
 
 AUDITORS
 
 M/s Ray & Ray, Chartered Accountants of the Company, hold office until
 the conclusion of the ensuing Annual Genera! Meeting, and being
 eligible, offer themselves for re-appointment. Notice under section
 224(1 B) of the Companies Act, 1956 has been received from the auditors
 confirming their eligibility to act as Auditors of the Company.
 
 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 explanation
 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.
 
 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, 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.
 
 ACKNOWLEDGEMENT
 
 The Directors place on record their appreciation for the continued
 assistance and co-operation received from the Company''s valued
 customers, SINGER, members, investing public, employees, bankers and
 Company''s suppliers/dealers/distributors.
 
                                      FOR AND ON BEHALF OF THE BOARD
 
 Place: New Delhi                                         K. K.GUPTA
 
 Date: 22nd August 2012                                     CHAIRMAN
Source : Dion Global Solutions Limited
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