TO THE MEMBERS
Your Directors hereby submit the Forty-second Annual Report and the audited financialstatements for the financial year ended on 31st March 2020.
(Amounts in Rupees Lacs except for EPS)
| ||For the Financial year ended on 31st March 2020 ||For the Financial year ended on 31st March 2019 |
|Revenue from Operations ||45117 ||48298 |
|Other Income ||358 ||171 |
|Total Income ||45475 ||48469 |
|Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||1845 ||1689 |
|Finance cost ||222 ||118 |
|Depreciation & Amortization expense ||378 ||112 |
|Profit before tax ||1245 ||1459 |
|Provision for Tax Expenses ||433 ||533 |
|Profit After Tax ||812 ||926 |
|Other Comprehensive Income net of tax ||(5) ||(8) |
|Total Comprehensive Income ||807 ||918 |
|Earnings per Equity share of Rs. 2/- Basic (Rs.) ||1.51 ||1.72 |
|Earnings per Equity share of Rs. 2/- Diluted (Rs) ||1.51 ||1.72 |
The year has been challenging for most of the sectors with lower GDP growth rates andsluggish demand . The Covid-19 pandemic situation affected not only human lives andlivelihoods but impacted the business environment. Given the situation still evolving itis difficult to assess the economic fallout of the Covid-19 pandemic .
The Financial Year 2019-20 was a difficult and challenging year too for your Company.The turnover of the Company for the year ended 31st March 2020 (FY 20) at Rs. 451 croresremained lower by 6.6% compared to the prior year (FY 19). The sales of Home Appliancessurged by 17.2% in FY 20 and accounted for 37% of the total revenue as against 30% in FY19 . The sewing machine sales declined due to lower government related which dropped fromRs . 64 crores in FY 19 to Rs . 15 crores in FY 20 . Sewing sales in the Retail and Tradechannels remained consistent with the prior year.
The Covid-19 pandemic in the last fortnight of March 2020 displaced the total businessin March 2020 impacting the quarter ended 31st March 2020. This impacted both the sewingmachines and home appliances business especially in the wholesale segment where thebusiness is skewed more towards the last week of the month .
The home appliances business had been growing consistently ever since your Companyre-launched its home appliances division . This year growth came as a strategy to widenthe range to include large appliances like Refrigerators and washing machines besidescontinuing to expand its small appliances range Your Company is proud to serve itscustomers with good quality products backed with good after sales service. Lot oftechnological improvements were carried out this year to improve customers service levels. Your Company feels this is a continuous process and a lot would be done on these areasin the years to come .
While the gross margins remained at the previous year's levels the Earnings beforeinterest tax depreciation and amortization (EBITDA) at Rs. 18.45 crores (4.1% of theturnover) in FY 20 compared to Rs. 16.89 crores (3.5% of the turnover) in FY 19 improvedby 9.2% in FY 20.
The Profit after tax at Rs. 8.12 crores in FY 20 is down as against Rs . 9.26 crores inFY 19 primarily due to sales lost due to the Covid lockdown and higher interest costs .
The home appliances business segment positive contribution (before tax finance costand un-allocable items) increased significantly to Rs. 1.2 crores in FY 20 against Rs. 12lacs in FY 19 .
The Company is working on improvising the product and channel mix reduce the logisticsand other operational costs to improve the margins and profitability.
Response to Covid-19
COVID-19 pandemic is the worst catastrophic time of our lifetime. The Covid-19 pandemichas not only affected human lives and livelihoods but impacted the business environment .The COVID-19 pandemic developed rapidly into a global crisis including India forcinggovernments to enforce lock-down of all activities. The focus of the Company was to ensurethe health and well-being of its employees and on minimizing disruption to services forour customers. In a relief to our consumers the service team was accessible throughmultiple channels and have been able to close customer calls through audio/demo videos /trouble shoot kits to the extent possible . During the lockdown while our corporate officefunctions were carried out under the Company's "Work from Home" Policy all fieldactivities remained suspended
While the consumer sentiments are expected to be lower not all sectors are gettingimpacted in the same proportion. Your Company feels the household products segments whichwe are in the impact is not going to be that severe . While it is difficult to predictthe impact of COVID -19 pandemic in future the Company had immediately responded to thisby cutting costs and overheads to match lower volumes in near future amidst theuncertainty. Emphasis is being laid upon reducing inventory levels and improvingcollections of receivables amidst the slowdown. Efforts are being put to conserve ourresources for meeting the uncertainties. While the Company took all care that employeesremain safe working from home and take all precautions during the Lockdown and post thatSewing Schools aided by us took initiatives to make Face masks and distribute them to theneedy people . The Company also expects spurt in sales of sewing machines as masks aregoing to remain as a necessary product in future .
Relations with employees continued to be cordial and harmonious. HR policies of theCompany are aimed at attracting motivating and retaining employees at all levels.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company
Amidst the uncertainty arisen out of the Covid -19 Pandemic The Board of Directors attheir meeting held on 29th June 2020 have decided not to recommend any dividend for thefinancial year ended 31st March 2020
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review no amount was required to be transferred in the IEPFpursuant to the provisions of section 125 of Companies Act 2013 .
During the year under review your Company has not accepted deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review your Company has not made any loan or given anyguarantee or provided any security and/or made investments and thus the compliance ofSection 186 of the Companies Act 2013 is not applicable.
The Company has taken an unsecured loan of Rs. 80 lacs from Brand Trading (India)Private Limited (BTIPL) a wholly owned Subsidiary of the Company in August 2019 .
Brand Trading (India) Private Limited ("BTIPL") a wholly owned subsidiary ofthe Company is a non-material non- listed subsidiary of the Company pursuant to LODR.
BTIPL had initiated and applied for voluntary liquidation of
its affairs under Section 59 of the Insolvency and Bankruptcy Code 2016 read withInsolvency and Bankruptcy Board (Voluntary Liquidation Process) Regulations 2017. ALiquidator was appointed as per the Special Resolution passed by the Members of BTIPL inthe Extra-ordinary General Meeting held on 31st January 2020 for the purpose of VoluntaryLiquidation. The Bombay Stock Exchange and the Insolvency & Bankruptcy Board of Indiawere informed. As per the Declaration of Solvency the Company will be able to pay itsdebts in full .
CONSOLIDATED FINANCIAL STATEMENTS
The financial results of Brand Trading India Private Limited ("Subsidiary")has been consolidated with the financial results of Singer India Limited ("theCompany") collectively referred to as ''the Group".
On 13 November 2019 the Board of the Subsidiary accorded its consent for thecommencement of voluntary liquidation of its affairs subject to the approval of itsshareholders creditors and any other concerned party. Further the subsidiary in itsExtraordinary General Meeting held on 31 January 2020 formally resolved to windup theoperations and accordingly appointed the liquidator. As at 31 March 2020 the liquidationproceedings are in process. In the consolidated financial results financial informationof the subsidiary has been consolidated till 31 January 2020 on a line-by-line basis andintra-group balances and transactions are eliminated upon consolidation for the periodended on that date
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/ JOINT VENTURES
Statement pursuant to Section 129(3) of the Companies Act 2013 related to SubsidiaryCompany as on 31st March 2020 in Form AOC-1 is annexed to this Report as Annexure -6
The Company's shares are available for dematerialization with National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 99.65% of thetotal shareholding of the Company was held in dematerialized form as on 31st March 2020
Mr. Gavin Walker (DIN:01216863) Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment. Resolution seekingyour approval on this item along with profile of the Director and the terms and conditionsare included in the Notice convening the Annual General Meeting.
Mr. Nandun Wickramasinghe (DIN:08709062) was appointed as Additional Director w.e.f.25th February 2020. Mr. Nandun Wickramasinghe holds the office of Additional Director tillthe ensuing Annual General Meeting and his appointment as Non-Executive Director has beenrecommended for approval of Members at the ensuing Annual General Meeting.
As required under Regulation 34 read with Schedule V of Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinaftercalled "the Listing Regulations") a separate report on Corporate Governance isenclosed as a part of this Annual Report duly certified by B S R & Co. LLP CharteredAccountants the Auditors of the Company confirming the compliance of the conditions ofCorporate Governance.
DECLARATIONS BY INDEPENDENT DIRECTORS
Your Company had received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 along with Rules framedthereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been nochange in the circumstances affecting their status as independent directors of the Company.
Independent Directors are familiarized with their roles rights and responsibilities aswell as with the nature of industry and business model through induction program at thetime of their appointment as Directors and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time. The terms & conditions of appointment of IndependentDirectors can be accessed at http://www.singerindia.net/investor-relations/independent-directors/
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 thediscussions with the Statutory Auditors/Internal Auditors of the Company from time to timeyour Directors make the following statements Pursuant to Section 134 (3)(c) of theCompanies Act 2013 with respect to Directors' Responsibility Statement:
a. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;
b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and of the profitof the Company for the twelve months period ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 controlwere adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's established policies and procedures have been followed .
In compliance with the Companies Act 2013 and Regulation 17 of Listing Regulations theBoard adopted a formal mechanism for evaluating its performance and as well as that of itsCommittees and individual Directors including the Chairman of the Board . The exercisewas carried out through a structured evaluation process covering various aspects of theBoard functioning such as composition of the Board & Committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc
The evaluation criteria of the Company can be accessed at http://www . singerindia .net/investor-relations/policies- codes/
NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration paid to the Directors and the Senior Management is as perthe Managerial Remuneration Policy of the Company. Brief details of the ManagerialRemuneration Policy are provided in the Corporate Governance Report .
The Nomination & Remuneration Policy of the Company can be accessed athttp://www.singerindia.net/investor- relations/policies-codes/
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal control systems and procedures designed toeffectively control the operations at its various functions. The internal control systemsare designed to ensure that the financial and other records are reliable for thepreparation of financial statements and for maintaining assets . The Company has welldesigned Standard Operating Procedures which have also been reviewed/ modified by a firmof Chartered Accountants to further enhance the control aspects . Planned periodic reviewsare carried out by Internal Audit covering operations and their findings are reviewed bythe management and by the Audit Committee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies & Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Control and Systems followed by the Company.
INDIAN ACCOUNTING STANDARDS (IND AS) 2015
The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under Section 133 of the Act [Companies (Indian AccountingStandards) Rules 2015] and other relevant provisions of the Act
The Company has laid down a well-defined Risk Management Policy to identify the risksassociated with the business of the Company. The Board where appropriate periodicallyreviews the significant risks to mitigate the risk exposure. More details are given in theManagement Discussions and Analysis report in the Annual Report.
The Risk Management Policy of the Company can be accessed athttp://www.singerindia.net/investor-relations/ policies-codes
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committee are provided in the CorporateGovernance Report. The Annual Report on CSR activities provided in Annexure 3 to thisReport. The CSR Policy of the Company can be accessed at http://www. singerindia.net/empowerment/
During the year under review the Company had taken initiatives to run skilldevelopment centers for the benefit of the underprivileged women & men whereby theyare being trained to develop their skills in the field of sewing embroidery work andother related work to make them selfproficient and independent working member of theirfamily.
The Company had spent Rs. 41.49 Lacs during the financial year ended 31st March 2020 onthese skill development centers .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under the Listing Regulationsforms part of this report and annexed thereto .
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
As per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at workplace ofany women employee .
The Company had adopted a policy for prevention of Sexual Harassment of Women atworkplace and had set up a Committee for implementation of said policy.
During the Financial year ended 31st March 2020 the Company had not received anycomplaint of harassment.
The Prevention of Sexual Harassment Policy of the Company can be accessed athttp://www.singerindia.net/investor- relations/policies-codes/
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is given in Annexure 2 in the prescribed Form MGT-9 which is a part of this reportand is available on the website of the Company at the link: https://www.singerindia.net/investor-relations/annual-return/
RELATED PARTIES TRANSACTIONS
All the related party transactions of the Company are reviewed by the Audit Committeeand presented to the Board on a quarterly basis. These transactions were at arm's lengthbasis and in the ordinary course of business and are in compliance with the provisions ofSection 188 of the Companies Act 2013 read with Companies (Meeting of Board and itsPowers) Rules 2014 and Listing Regulations. There were no materially significant relatedparty transactions entered into by the Company. Hence Form AOC-2 under these rules is notapplicable to the Company . The disclosures relating to related parties are explained inNote 34 in the Notes to Accounts attached to the Balance sheet.
The policy of the Company on Related Party Transactions can be accessed athttp://www.singerindia.net/investor- relations/policies-codes/
VIGIL MECHANSISM / WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy and has established the necessary vigilmechanism for employees and directors to report concerns about unethical behavior. Noperson has been denied access to the Chairman of the Audit Committee.
During the Financial year ended 31st March 2020 under review there were no casespertaining to whistle blower policy
The said policy of the Company can be accessed at http:// www . singerindia.net/about-us/policy/
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts orTribunals 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 FINANCIALRECONSTRUCTION (BIFR) REHABILITATION SCHEME
The Order passed by the Hon'ble Appellate Authority for Industrial and FinancialReconstruction (AAIFR) dated 22.12.2015 in respect to the litigation with the nineunsecured creditors is in appeals before the Hon'ble Delhi High Court and Supreme Court.Meanwhile the Company had amicably settled out of the Court with seven parties out ofthese nine litigating parties.
STATUTORY AUDITORS AND AUDITORS' REPORT
As per requirement of Section 139 of Companies Act 2013 M/s B S R & Co LLP are theStatutory Auditors of the Company who were appointed for a term of 5 years at the AnnualGeneral Meeting held on 20th July 2017 subject to ratification of their appointment byMembers at every AGM if so required under the Act . The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing AGM and a note in respect of same has been included in the Notice for this AGM.
The report given by the Auditors on the financial statements of the Company is part ofthe Annual Report . There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company had appointed Mr. H O Gulati Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended 31st March 2020 is provided as Annexure-1 . There were noqualifications reservation or adverse remarks given by Secretarial Auditor of the Company
Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ended 31st March 2020 oncompliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunderwas obtained from Mr. H O Gulati Secretarial Auditors and submitted to the stockexchange.
During the Financial year ended 31st March 2020 your Company has engaged the servicesof M/s. KAMG & Associates Chartered Accountants as Internal Auditors to carry outthe Internal audit of the Company The reports of the Internal Auditors along withcomments from the management are placed for review before the Audit Committee. The AuditCommittee in consultation with the Statutory Auditor also scrutinizes the audit plan andthe adequacy of Internal controls .
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in Annexure 4 to this Report.
The information required under Section 197 of the Companies Act 2013 read with rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
|Employee Name ||Designation ||Date of Joining ||Age (Years) ||Remuneration (Rs. in lacs) ||Qualification ||Experience (in years) ||Last Employment |
|Mr. Rajeev Bajaj ||Managing Director ||1st October 2008 ||59 ||99.84 ||B . COM FCA FCS ||36 ||Brand Trading (India) Pvt. Ltd. |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is provided in Annexure -5to this Report .
The Directors place on record their sincere thanks and appreciation to SINGER all ourcustomers dealers/ distributors suppliers and banks authorities Government of Jammu& Kashmir members and associates for their cooperation and support at all time and toall our employees for their valued contribution to the growth and profitability of yourCompany's business and look forward to their continued support.
For and on behalf of the Board of Directors of Singer India Limited
P N Sharma Chairman
Place: New Delhi
Date: 29th June 2020