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)
year ended For the
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
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
Since the primary focus is continuing on strengthening the Company''s
financial position, no dividend is recommended for the year under
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.
Mr. P.N Sharma and Mr. Ajit Kumar, Directors retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
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.
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.
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.
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.
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
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
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
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
FOR AND ON BEHALF OF THE BOARD
Place: New Delhi K. K.GUPTA
Date: 22nd August 2012 CHAIRMAN