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)
year ended For the
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
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 Tax 2,739
Transfer to General Reserve 7,661
Balance Carried Over 152,024
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
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.
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.
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.
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.
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.
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.
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 remained cordial and harmonious during the year.
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
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
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
FOR AND ON BEHALF OF THE BOARD
Place: New Delhi K. K.GUPTA
Date: 27th August, 2013 CHAIRMAN