TO THE MEMBERS
The Directors have great pleasure in presenting the Thirty Eighth Annual Report and the audited accounts
for the period of nine months from 1st July 2015 ending on 31st March, 2016.
(Rupees in Lacs)
For the nine months period ended 31st March 2016
For the year ended 30th June 2015
Sales & Services
Profit before finance cost, depreciation & impairment and Tax & Exceptional items
Depreciation, amortization and impairment
Profit before tax & Exceptional Items
Profit before tax
Tax - Current and Deferred (Including adjustments related to earlier years) (Income)/Expenditure
Profit after tax
Balance brought forward
Transfer to General Reserve
Balance Carried Over
The Company in compliance with Section 2(41) of the Companies Act, 2013 will henceforth have 1st April to
31st March as its financial year instead of 1st July to 30th June being adopted before and hence the current
financial year is for the period of nine months commencing 1st July, 2015 and ended on 31st March, 2016.
Your Company progressed further during the period under review and could deliver another good year of
performance growing over the prior year despite the challenges manifold. The total turnover recorded for the
nine months period ended 31st March, 2016 was Rs. 2 3,940 lacs as compared to Rs. 28,497 lacs in the last
twelve months period ended 30th June 2015. The Sewing Machines and related accessories business at Rs. 20,689
lacs accounted for 86.4% of the total revenue and the balance Rs. 3,251 lacs came from the Domestic Appliances
business which accounted for 13.6% of the total revenue. Both these business verticals grew over the prior
year. The growth in business was a result of our focused approach to various business strategies; on
product/pricing/channel improvement coupled with improving the operational efficiencies.
The strategy of the Company continues to increase its market share in its core business of Sewing
Machines with immense brand equity the Company possesses in this product line. Simultaneously the Company
leveraging out the brand recall it enjoys in the households would expand its turnover base by adding the
products in the Domestic Appliances division aiming at a respectable market share in this product line as
well where huge potential exists. The Company would enter all possible channels including the e-commerce and
modern retail stores to reach the customers for targeting broad-based growth. The products quality with
enhanced customer service levels will be targeted in line with the brand expectations. While the Sewing
Machines business include all type of sewing machines for the household and also select models for the
artisan and semi - industrial purpose, the emphasis continues on promoting its Zig Zag mechanical, electronic
and computerized sewing machines in the Fashion Maker series by providing home demonstrations to the
customers. The Domestic Appliances business includes a wide range of kitchen appliances, air-coolers and
heating products. This product line is being revamped with addition of new products / replacing the existing
products wherever required as a continuous process.
The profit before tax and after tax for the nine months period ended 31st March 2016 amounted to
Rs.887.57 lacs (Rs.959.67 lacs in the previous year) and Rs.598.41 lacs (Rs.640.20 lacs in the previous year)
Industrial relations remained cordial and harmonious during the nine months period ended 31st March
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business of the Company.
The Board of Directors, at their meeting held on 28th May, 2016 recommended a dividend of Rs 2.5 per
equity share of face value of Rs. 10 each for the period of 9 months ended 31st March, 2016. The dividend
rate on annualized base would be equivalent to 33 %.
The dividend, if approved at the forthcoming Annual General Meeting, will be paid to the shareholders as
on the close of business on 29th July, 2016.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.59.84 lacs to the General Reserve out of the amount available for
AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND
During the period under review, the Company had transferred Rs. 42,856 on 4th September 2015 pursuant to
the provisions of section 205C of Companies Act, 1956.
The unclaimed and unpaid amount of Fixed Deposits as on 31st March 2016 was Rs. 2.05 lacs (Principal) and
Rs.1.10 lacs (Interest) to thirteen depositors who have not furnished their original deposit receipts or
indemnities. These depositors had not claimed the amount despite reminders. Out of this amount, Rs. 1.80 lacs
(including interest of Rs.1.01 lacs) will be deposited with the Investor Education and Protection Fund of the
Central Government within the prescribed time in the current financial year and the balance amount in the
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During period 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
Singer India Trading Limited, the wholly owned subsidiary of the Company, had filed for voluntary winding
up under the provisions of the Companies Act, 1956. The liquidator appointed by the shareholders of Singer
India Trading Limited has completed all formalities and filed his Report with the Official Liquidator. The
winding up matter of Singer India Trading Limited is pending with the Official Liquidator as of now.
The Company''s shares are available for dematerialization with National Securities Depository Ltd. (NSDL)
and Central Depository Services (I) Ltd. (CDSL). 99.57% of the total shareholding of the Company was held in
dematerialized form as on 31st March, 2016.
Mr. Gavin Walker retires by rotation at the ensuing Annual General Meeting and being eligible offer
himself 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.
As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called “the Listing
Regulations”), 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.
DECLARATIONS BY INDEPENDENT DIRECTORS
Your Company had 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 provisions of the Listing Regulations.
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.singer india.net/?page id=41/#termconditions
KEY MANAGERIAL PERSONNEL
Mr. Ashish Srivastava had resigned from the post of Company Secretary w.e.f. 28.07.2015 and Mr. Richin
Sangwan had been appointed as Company Secretary w.e.f. 29.07.2015 and designated as the Key Managerial
Personnel of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of Compliance certificates received from the executives of the Company & subject to the
disclosures in the annual accounts & also on the basis of the discussions with the Statutory
Auditors/Internal Auditors of the Company from time to time your Directors make the following statements,
Pursuant to Section 134 (3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility
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 31st March, 2016 and of the profit of the Company for the nine months period
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.
The Company''s Internal Auditors have conducted periodic audit(s) to provide reasonable assurance that
the Company''s established policies and procedures have been followed.
In compliance with the Companies Act, 2013 and Regulation 17 of Listing Regulations 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 Company has adequate internal control systems and procedures designed to effectively control the
operations at its various functions. The internal control systems are designed to ensure that the financial
and other records are reliable for the preparation of financial statements and for maintaining assets. The
Company has well designed Standard Operating Procedures. Planned periodic reviews are carried out by Internal
Audit covering operations and their findings are reviewed by the management and by the Audit Committee of the
Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements
including the Financial Reporting System and Compliance to Accounting Policies & Procedures, the Audit
Committee was satisfied with the adequacy and effectiveness of the Internal Control and Systems followed by
The Company has laid down a well defined Risk Management Policy to identify the risks associated with the
business of the Company on a periodical basis and review the minimization programs to mitigate them. More
details are given in the Management Discussions and Analysis report in the Annual Report.
The Risk Management Policy of the Company can be accessed at http://www.singerindia.net/?page id =41/#policies
CORPORATE SOCIAL RESPONSIBILITY (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 of the Company can be accessed at http://www.singer india.net/?page
During the period under review, the Company had taken an initiative to run skill development centers for
the benefit of the underprivileged women & men whereby they are being trained to develop their skills in the
field of sewing, embroidery work and other related work to make them self-proficient and independent working
member of their family.
The Company had spent Rs.17.03 Lacs during the nine months period ended 31st March, 2016 on these skill
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under the Listing Regulations 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
As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, 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 had adopted a policy for prevention of Sexual Harassment of Women at workplace and had set up
a Committee for implementation of said policy. During the nine months period ended 31st March, 2016, the
Company had not received any complaint of harassment.
The Prevention of Sexual Harassment Policy of the Company can be accessed at http://www.singer india.net/?page
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
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 are 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 Listing Regulations. There were no materially
significant related party transactions entered into by the Company. Hence Form AOC-2 under these rules is not
applicable to the Company. Moreover the disclosures relating to related parties are explained in Note 42 in
the Notes to Accounts attached to the Balance sheet.
The policy of the Company on Related Party Transactions can be accessed at http://www.singer india.net/?page
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. During the nine months period ended 31st March, 2016 under review, there
were no cases pertaining to whistle blower policy.
The said policy of the Company can be accessed at http://www.singerindia.net/?page id=3759
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 OF APPEALS OF UNSECURED CREDITORS UNDER THE BOARD FOR INDUSTRIAL AND FINANCIAL
RECONSTRUCTION (BIFR) REHABILITATION SCHEME
The Order passed by the Hon''ble Appellate Authority for Industrial and Financial Reconstruction (AAIFR)
dated 22.12.2015 in respect to the litigation with the unsecured creditors is in appeals before the Hon''ble
Delhi High Court / Supreme Court. Meanwhile the Company has amicably settled out of the Court with seven
parties out of these nine litigating parties.
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 the financial 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
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 nine months period ended 31st March, 2016 is provided as
Annexure-1 . There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the
During the nine months period ended 31st March, 2016, 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 Rupees Sixty Lacs or more, if employed for full
year or Rupees 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
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.
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, investors, 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 : 28th May, 2016