TO THE MEMBERS
Your Directors hereby submit the Forty-third Annual Report and the audited financialstatements for the financial year ended on 31st March 2021
At this crucial time when we all are fighting against the terrible pandemic ourthoughts go out to all those who have suffered from the effects of this severe pandemicand also acknowledge deep gratitude towards all front line warriors who helped theCommunity in reducing their sufferings.
(Amounts in Rupees Lakhs except for EPS)
|Particulars ||For the Financial year ended on 31st March 2021 ||For the Financial year ended on 31st March 2020 |
|Revenue from Operations ||41453 41 ||45 116 91 |
|Other Income ||276 87 ||358 08 |
|Total Income ||41730 28 ||45474 99 |
|Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||2083 11 ||1845 14 |
|Finance cost ||163 84 ||221 53 |
|Depreciation & Amortization expense ||310 65 ||378 17 |
|Profit before tax ||1608 62 ||1245 44 |
|Provision for Tax Expenses ||546 77 ||433 25 |
|Profit After Tax ||1061 85 ||812 19 |
|Other Comprehensive Income net of tax ||(13.28) ||(5.36) |
|Total Comprehensive Income ||1048 57 ||806 83 |
|Earnings per Equity share of Rs.2/- Basic (Rs.) ||1 98 ||1 51 |
|Earnings per Equity share of Rs.2/- Diluted (Rs) ||1 98 ||1 51 |
Ever since the challenges of Covid -19 Pandemic erupted first in India in the month ofMarch 2020 followed by the national lockdown the revenue of the Company in the firstquarter of 2020-21 had taken a steep plunge However the Company came out stronger andcontinued thereafter its growth momentum quarter by quarter in the Q2 to Q4 of the FY2020-21 While both the businesses of the Company viz. sewing machines and home appliancesrebound back to almost normalcy we saw a surge in demand for sewing machines all acrossduring the Covid period As a result the Company could record its revenue in the FY2020-21 at 92% of the last years level delivered in some of the most volatile andtough conditions and existence of other headwinds like cost escalations in most of theinputs and disrupted supplies.
The contribution of Sewing machines business contributed
64% to the total turnover of the Company The focus on improving upon operating cycleand cost management and cash flows led to delivering the improved profitability comparedto the last year even with lesser turnover Thus your Company registered a turnover of Rs414 53 crores in the FY 2020-21 (Rs. 451.17 crores in the FY 2019-20). The Companyrecorded EBIDTA of Rs.20.83 crores (Rs. 18.45 crores last year) and profit before taxationof Rs. 16.09 crores (Rs.12.45 crores last year) while the net profit after taxationincreasing at Rs.10.62 crores from Rs 8 12 crores in the previous year
The challenges are continuing. The started at the end of the Financial Year 2020-21 hasagain put newer and deeper challenges before everyone The Company however is hopefulthat the impact of the second wave on its business would be for a short tenure only
The Company will continue both in sewing machines and home appliances improving itsdelivery on quality and service and digitization efforts improve upon the operatingperformance. The Company has also decided to consolidate its range of appliances bycreating categories to be focused in future. The Company will also venture into industrialsewing machines in near future besides the household sewing machines being sold currentlyto explore the large potential this industry also
Relations with employees continued to be cordial and harmonious HR policies of theCompany are aimed at attracting motivating and retaining employees at all
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company
The Board of Directors in their meeting held on 8 th November 2020 haddeclared an interim dividend of 25% (Rs.0.50/-) per equity share of face value of Rs 2/-each with record date as 19th November 2020 The Interim Dividend was paid on2nd December 2020
The Board of Directors at their meeting held on 14th June 2021 haverecommended a final per equity share of face value of Rs.2/- each for the financial yearended 31st March 2021. The final by the Members at the Annual General Meetingto be held on 23rd September 2021 will be paid to the Members whose namesappear in the Register of Members as of the close of business hours on 09thSeptember 2021 within the statutory limit of 30 days from the date of declaration.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this Report
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)itspathon revamping its products Pursuant to the provisions of Section 124 of the Act Investorto Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") read with the relevant circulars and amendments thereto theamount of dividend remaining unpaid or unclaimed for a period of seven years from the duedate is required to be transferred to the Investor Education and Protection Fund("IEPF") . constituted by the Central to the Rules the shares in respect ofwhich dividend has not been paid or claimed by the members for seven consecutive years ormore shall also be transferred to the demat account created by the IEPF Authority levels.
The Company had sent individual notices and also advertised in the newspapers seekingaction from the members who have not claimed their dividends for seven consecutive yearsor more. Thereafter the transferred Rs 76322/- being the unpaid and unclaimed dividendamount pertaining to financial year 2012-13 and transmitted 84235 (on account of FY2012-13) Equity Shares of the Company into the DEMAT Account of the IEPF Authority heldwith CDSL (DPID/ Client ID 1204720013676780) during the financial year 2020-21 in terms ofthe provisions of section 124(6) of the Companies Act 2013 and the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 as amended from time to time.dividend of 25% (Rs.0.50/-)
Members whose shares unclaimed dividend have been transferred to the IEPF dematAccount or the Fund as the dividend if approved case may be may claim the shares orapply for refund by making an application to the IEPF Authority in Form IEPF 5 (availableon http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority fromtime member can file only one consolidated claim in a financial year as per the IEPF RulesThe Company will be transferring the final dividend and corresponding shares for thefinancial year 2013-14 and corresponding shares for the financial year 2013-14 withinstatutory timelines. Members are requested to ensure that they claim the dividends andshares referred above before they are transferred to the said Fund The due dates fortransfer of unclaimed dividend to IEPF are provided in the report on Corporate GovernanceDetails of shares/ shareholders in respect of which dividend has not been claimed areprovided on website of the Company at www singer india net The shareholders who have notencashed their dividend warrants for the financial year 2013-14 or any subsequent year arerequested to lodge their claims for revalidation of dividend warrants. The shareholdersare encouraged to verify their records and claim their dividends of all the earlier sevenyears if not claimed
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.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT
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.
On 13 November 2019 the Board of this subsidiary company accorded its consent for thecommencement of voluntary liquidation of its affairs under Section 59 of the Insolvencyand Bankruptcy Code 2016 read with Insolvency and Bankruptcy Board (Voluntary LiquidationProcess) Regulations 2017 subject to the approval of its shareholders creditors andany other concerned party Further the subsidiary in its Extraordinary General Meetingheld on 31 January 2020 formally resolved to windup the operations and accordinglyappointed the liquidator. The Bombay Stock Exchange and the Insolvency & BankruptcyBoard of India were informed As at 31 March 2021 the liquidation proceedings are inprocess owing to the hindrances faced on account of the prevailing Coronavirus (Covid-19)pandemic situation. Financial information subsidiary had been consolidated till 31 January2020 on a line-by-line basis and intra-group balances and transactions were eliminatedupon consolidation for the period ended on that date and accordingly consolidatedfinancial results had not been prepared and presented since the quarter ended 30 June 2020
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 2021 in Form AOC-1 is annexed to this Report asAnnexure -5
The Companys shares are available for dematerialization with National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 99.80% of thetotal shareholding of the Company was held in dematerialized form as on 31stMarch 2021
Mr. Gavin John Walker (DIN:01216863) Director retires by rotation at the ensuingAnnual General Meeting and being eligible offer himself for reappointment. Resolutionseeking your approval on this item along with profile of the Director and the terms andconditions are included in the Notice convening the Annual General Meeting.
Ms. Kalliopi Tsiagka (DIN: 09053187) was appointed as Director w e f 04th February 2021in the casual vacancy caused by the resignation of Mr. (DIN:08709062) who had resignedfrom the position of Directorship w e f 11th January 2021 She needs to beappointed at the ensuing Annual General Meeting pursuant to Section 161(4) of theCompanies Act 2013 and thus her appointment as the Non-Executive Director has beenrecommended for approval of Members at the ensuing Annual General Meeting.
The Directors wish to place on record their appreciation for the contribution made byMr. Nandun Wickramasinghe during his tenure as a Director
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act the Company has the following Key ManagerialPersonnel: of the
Mr Rajeev Bajaj Managing Director
Mr. Subhash Chand Nagpal Chief Financial Officer and
Ms Priyanka Gandhi Company Secretary
As required under Regulation 34 read with Schedule V of Securities Exchange Board ofIndia (Listing Obligations Disclosure Requirements) Regulations 2015 (hereinafter called"the Listing Regulations") a separate report Corporate Governance is enclosedas 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 CompanyIndependent 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 independent-directors/
Seven meetings of the Board were held during the year. For details of meetings of theBoard please refer to the Corporate Governance Report which is a part of this report
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
a) that in the preparation standards have been followed applicable accounting alongwith proper explanation 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 2021 and ofthe profit of the Company for the twelve months period ended on that date;
c) sufficient care has been taken for that proper and 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 prepared on a going concern basis;
e) that proper internal financial controls were in and that the financial control wereadequate and were operating effectively;
f) that proper systems to ensure compliance with provisions of all applicable laws werein place and were adequate and operating
The Companys Internal Auditors have conducted periodic audits to providereasonable assurance that the Companys established policies and procedures have beenfollowed -relations/
In compliance with the Companies Act 2013 and Regulation 17 of Listing Regulationsthe Board adopted a formal mechanism for evaluating its performance and as well as that ofits Committees 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 Committees experience & specific duties &obligations contribution at the meetings and otherwise independent judgment governanceissues etc
The evaluation criteria of the Company can be accessed at http://www singerindianet/investor-relations/policies-codes/ of the annual accounts the
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report. All the recommendations AuditCommittee have been duly accepted by the Board.
NOMINATION AND REMUNERATION POLICY
The powers role and terms of reference of the Nomination and Remuneration Committeecovers the areas as contemplated under Section 178 of the Act and Regulation 19 of theListing Regulations. The role includes formulation of criteria for determiningqualifications positive attributes and independence of a director and recommending to theBoard a policy relating to the remuneration for the directors key managerial personneland other employees; formulation of criteria for evaluation of Independent Directors andthe Board; devising a policy on diversity of Board of Directors; and identification ofpersons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommending to the Board theirappointment removal and noting their cessation; recommendation on extension orcontinuation of the terms of appointment of the Independent Directors; and recommendationto the Board of all remuneration in whatever form payable to senior management Briefdetails of the Managerial Remuneration Policy are provided in the Corporate GovernanceReport
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 effectivelcontrol the operationsproceduresdesignedto at its various functions. The internal control systems are designedto ensure that the financial and other records are reliable for the preparationmaintaining assets The Company has well designed Standard Operating Procedures which havealso been reviewed/ modified periodically to further enhance the control aspects.
Internal Auditors carried out quarterly procedures to verify effectiveness and efficacyof internal controls and their findings are reviewed by the management and by the AuditCommittee 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
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
There were no instances of fraud reported by the auditors
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 the Management Discussions and Analysis report in the AnnualReport The Risk Management Policy of the Company can be accessed athttp://www.singerindia.net/investor-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-2 to thisReport. The CSR Policy of the Company can be accessed at https://singerindia.net/wp-content/uploads/2021/06/CSR-POLICY.pdf
During the year under review the Company had taken financial statements and forinitiatives 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 sewingembroidery work and other related work to make them self-proficientand independent workingmember of their family. The Company had spent Rs.39.23 Lakhs during the financial yearended 31st March 2021 on these 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 Act 2013 every company is required to set up an Internal ComplaintsCommittee to look into complaints relating sexual harassment at workplace of any womenemployee 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 2021 the Company had notreceived any complaint 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
Pursuant to Notification dated 28th August 2020 issued by the Ministry ofCorporate Affairs as published in the Gazette of India on 28th August 2020the details forming part of the extract of Annual Return in Form MGT-9 is not required tobe annexed herewith to this report However the Annual Return will be made available atthe website of the Company at : https://www.singerindia return/
RELATED PARTIES TRANSACTIONS
Your Company has adopted a Related Party Transactions Policy. The Audit Committeereviews this policy from time to time and also reviews and approves all related partytransactions to ensure that the same are in line with the provisions of applicable lawand the Related Party Transactions Policy. The Committee approves the related partytransactions and the value approves limit for the financial year based on bestestimates. All the related party transactions of the Company are reviewed by the AuditCommittee and presented to the Board on a quarterly basis. These transactions were atarms length basis and in the ordinary course of business and are in compliance withthe provisions of Section 188 of the Companies Act 2013 read with Companies (Meeting ofBoard and its Powers) Rules 2014 and Listing Regulations. There were no materiallysignificant transactions entered into by the Company. Hence Form AOC-2 under these rulesis not applicable to the Company
The disclosures relating to related parties are explained in Note 37 in the Notes toAccounts attached to the Balance sheet
The policy of the Company on Related Party Transactions can be accessed athttp://www.singerindia.net/investor- and Redressal) relations/policies-codes/
Singer India Limited ("SIL") had been using the trademarks"Singer" "Merritt" and related trademarks ("Trademarks")pursuant to a Trademark License Agreement with Retail Holdings Asia B.V. Netherlands("ReHo") the indirect parent company of SIL and a subsidiary company of SingerAsia Limited ("Singer Asia"). Singer Asia had been granted a license tosublicense the Trademarks from The Singer Company Limited ("Singer Limited")the worldwide owner of the Trademarks. Singer Limited is a subsidiary of SVP WorldwideReHo had in turn sublicensed the Trademarks to SIL.
Following discussion amongst the parties Singer Limited and Singer Sourcing LimitedLLC ("Singer Sourcing") both subsidiaries of SVP Worldwide have agreed togrant a license for use of the Trademarks directly to SIL. Three agreements were enteredinto on December 10 2020 with effect from October 1 2020:net/investor-relations/annual-
a) Trademark License Agreement amongst Singer Limited and Singer Sourcing with SIL forthe use of the Trademarks on certain products SIL locations and in the SIL company name;
b) Industrial Trademark License Agreement amongst Singer Limited and Singer Sourcingwith SIL for the use of the Trademarks on industrial sewing machines; and
c) Exclusive Distribution Agreement between Singer Sourcing and SIL for distribution of"Singer" branded it is not possible to estimate sewing machines and relatedproducts in India
The above Agreements do not constitute or form a part of any related party transactionand the parties on an arms length basis. Pursuant to the above the earlierTrademark License Agreement between ReHo and SIL stands terminated.
PARTICULARS ON THE COMMITTEES OF THE BOARD
The details with regard to the composition of the committees of the Board and thenumber of meetings held during the year of such committees SEBI Listing Regulations isseparately provided in the Report on Corporate Governance forming part of this AnnualReport
VIGIL MECHANISM / 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 2021 under review there were nocases pertaining to whistle blower policy The said policy of the Company can be accessedat 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 Regulators or Courts or Tribunals which would impact the goingconcern status and the Companys future operations.
STATUS OF APPEALS OF UNSECURED CREDITORS UNDER THE BOARD FOR INDUSTRIAL AND FINANCIALRECONSTRUCTION (BIFR) REHABILITATION SCHEME
The Order passed by the Honble Appellate Authority for Industrial and FinancialReconstruction (AAIFR) dated 22.12.2015 litigation with the nine in respect to theunsecured creditors is in appeals before the Honble Delhi High Court and SupremeCourt Meanwhile the Company had amicably settled out of the Court with seven parties 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 yearsCompany who were appointed for a term of 5 (five) at theAnnual General Meeting held on 20th July 2017 subject to ratification of theirappointment by Members every AGM if so required under the Act The requirement to placethe matter relating to appointment of auditors for ratification by Members at every AGMhas been done away by the Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the ensuing AGM and a note in respect of same has beenas required underincluded 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 204of 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 2021 is provided as Annexure-1 There were noqualifications reservation or Secretarial Auditor of the Company
ANNUAL SECRETARIAL COMPLIANCE REPORT
A Secretarial Compliance Report for the financial year ended 31st March 2021on compliance of all applicable SEBI Regulations and material orders passed by the andcirculars/ guidelines obtained from Mr. H O. Gulati Secretarial Auditors and submittedto the stock exchange.
During the Financial year ended 31st March 2021 your Company has engaged theservices of M/s. KAMG & Associates Chartered Accountants as Internal Auditors tocarry out the Internal audit of the Company The reports of the Internal Auditors alongwith comments from the management are placed for review before the Audit Committee. TheAudit Committee in consultation with the Statutory Auditor also scrutinizes adequacy ofInternal 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-3 to this Report During the year under review no employee wasdrawing remuneration which is required for inclusion in the statement containingparticulars of employees as required under section 197 of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration Managerial Personnel) Rules2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
A statement giving details of conservation of energy technology absorption inaccordance with Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is provided in Annexure - 4 to this Report
The Directors place on record their sincere thanks and appreciation to SINGER ourother Shareholders all our customers dealers/distributors suppliers and banksauthorities Government of Jammu & Kashmir members and associates for theirco-operation and support at all time and to all our employees for their valuedcontribution to the growth and profitability of your Companys business and lookforward to their continued support. We also thank all employees of the Company for theirwhole-hearted support during this difficult time.
foreign exchange earnings and outgo
For and on behalf of the Board of Directors of
Singer India Limited
P N Sharma
Place: New Delhi