TO THE MEMBERS
Your Directors are pleased to present the Forty-first Annual Report and the audited financial statements for the financial year ended 31st March 2019 .
(Amounts in Rupees Lacs except for EPS)
|For the Financial year ended 31st March 2019||For the Financial year ended 31st March 2018|
|Revenue from Operations||48298.30||42157.90|
|Gross Profit Before Depreciation Interest and Tax (PBDIT)||1688.33||1434.85|
|Depreciation & Amortization expense||111.62||115.30|
|Profit / (Loss) Before Tax||1458.70||1263.10|
|Provision for Tax Expenses||532.81||367.08|
|Profit / (Loss) After Tax||925.89||896.02|
|Other Comprehensive Income net of tax||(7.63)||(2.49)|
|Total Comprehensive Income||918.26||893.53|
|Earnings per Equity share of ? 2/- Basic ( ? )||1.72||1.67|
|Earnings per Equity share of ? 2/- Diluted ( ? )||1.72||1.67|
The total revenue from operations recorded for the financial year ended 31st March 2019 (FY 19) at ? 48298 lacs grew by 15% ( ? 42158 lacs in the previous financial year ended 31st March 2018 (FY 18). While the home appliances business at Rs . 14274 lacs in the FY 19 witnessed a growth of 26% over FY 18 the sewing machines and related accessories business at Rs . 34024 lacs in FY 19 grew by 10% over FY 18 . The sewing machines business growth came from the improved product mix and the home appliances business growth came mainly from higher volumes supported with new product launches
The sewing machines and related accessories business accounted for 70% in FY 19 (73% in FY 18) of the revenue and the home appliances business accounted for 30% (27% in FY 18) of the revenue. The home appliances business had been growing consistently ever since your Company relaunched its home appliances division . The sewing machines business of the Company also recorded a reasonably good growth in the last two quarters of the FY 19 mainly due to the Company realizing the government aided business in this segment . This business otherwise had been struggling for quite some time in the past due to moderation in the consumer demand The growth in both segments is in line with the Company's commitment to improve its market share in both these businesses.
Your Company strongly believes that the strengthening of its distribution network and customer servicing supported with a strong brand it enjoys will play a vital role in creating differentiation to it with other players in the intensely competitive market. Thus your Company is continuously increasing its efforts to strengthen the distribution network product range and after sales service of its products to maintain its growth in both these businesses . The scaling up in each area covering the entire operations has been taken as an objective by your management. The products are being revamped both in sewing machines and home appliances . The home appliances range has been widened to include most of the small appliances in the Kitchen and Comfort categories and also now include air coolers fans water heaters washing machines and Refrigerators .
The gross margins in the year under review were up due to the Company improving its realization in many of the product categories and simultaneously cutting the cost wherever possible . The Company also increased the spend on advertising and sales promotions to enhance its brand. The earnings before interest tax depreciation and amortization (EBITDA) at ? 1688 Lacs (3.5%) was up by 17.7% in the FY 19 compared to ? 1435 lacs (3.4%) in FY18.
The profit before tax (PBT) in FY 19 at ? 1459 lacs ( ? 1263 lacs in FY 18) improved by 15.5% and profit after tax (PAT) at ? 926 lacs ( ? 896 lacs in FY 18) improved by 3.3%. The PAT growth in FY 19 is lower due to onetime tax benefits in FY 18.
The home appliances business segment recorded a positive contribution (before tax finance cost and un-allocable items) of ? 12 Lacs in FY 19 ( ? 15 lacs in FY 18).
While maximizing turnover is the priority of the Company to increase its profits your Company is also working on improvising the product and channel mix reduce the logistics and other operational costs to improve the margins.
Relations with employees continued to be cordial and harmonious. HR policies of the Company 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
The Board of Directors in their meeting held on 5th February 2019 had declared an interim dividend of 20% ( ? 0.40) per equity share of face value of Rs . 2/- each with record date as 15th February 2019 . The Interim Dividend was paid on 26th February 2019 .
The Board of Directors at their meeting held on 22nd May 2019 have recommended a final dividend of 20% ( ? 0.40)
per equity share of face value of ? 2/- each for the financial year ended 31st March 2019. The final dividend if approved by the Members at the Annual General Meeting to be held on 7th August 2019 will be paid to the Members whose names appear in the Register of Members as of the close of business hours on 24th July 2019 within the statutory limit of 30 days from the date of declaration.
Thus the total dividend for the financial year ended 31st March 2019 would be 40% ( ? 0.80) as against 37.5% ( ? 0.75) in FY 18 per equity share of face value of ? 2/- each
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review no amount was required to be transferred in the IEPF pursuant to the provisions of section 125 of Companies Act 2013 .
During the year under review your Company has not accepted deposits from the public falling 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 any guarantee or provided any security and/or made investments and thus the compliance of Section 186 of the Companies Act 2013 is not applicable.
Your Company had acquired 100% of the equity share capital of Brand Trading (India) Private Limited (BTIPL) on 6th April 2018. BTIPL is now a wholly owned Subsidiary of your Company The process to change the name of this company to remove the word Private is in process .
Performance of the subsidiary Company
BTIPL had restarted it business operations during the year under review and total income for the financial year ended 31st March 2019 (FY 19) was at ? 22.38 lacs (Previous year ? 11.36 lacs) and profit in the FY 19 was at ? 12.91 lacs (Previous year ? 7.90 lacs)
CONSOLIDATED FINANCIAL STATEMENTS
The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary Company prepared in compliance with the Act applicable Accounting Standards and the Listing Regulations. The Consolidated Financial Statements of the Company and its subsidiary Company prepared in accordance with the Act and applicable Accounting Standards form part of this Annual Report.
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 Subsidiary Company as on 31st March 2019 in Form AOC-1 is annexed to this Report as Annexure-6 .
The Company's shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 99.64% of the total shareholding of the Company was held in dematerialized form as on 31st March 2019
Mr. Gavin Walker (DIN:01216863) Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Resolution seeking your approval on this item along with profile of the Director and the terms and conditions are included in the Notice convening the Annual General Meeting.
Mr. P.N. Sharma (DIN:00023625) Mr. Deepak Sabharwal (DIN:00173116) and Mrs. Madhu Vij (DIN:00025006) were appointed as Independent Non-Executive Directors of the Company in the Annual General Meeting held on 12th November 2014 for a term of 5 (five) consecutive years and thus their term would expire on 11th November 2019 . They being eligible offer themselves for reappointment as the Independent Non-Executive Directors for a second term of 5 (five) consecutive years with effect from 12th November 2019 and if appointed shall not be liable to retire by rotation. Pursuant to the provisions of the Act and based on the recommendation of the Nomination & Remuneration Committee the Board recommends for the approval of their re-appointment through a Special Resolution in the ensuing Annual General Meeting. Resolution seeking your approval on this item along with profile of the Directors and the terms and conditions are included in the Notice convening the Annual General Meeting.
As required under Regulation 34 read with Schedule V of Annual Report 2018-19
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. Further the Auditors' Certificate there on will also be annexed to the Annual Report
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.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 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 Statement:
a. that in the preparation of the annual accounts 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 to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the twelve 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/investor-relations/policies- codes/
NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination & Remuneration Committee had 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/investor- relations/policies-codes/
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 which have also been reviewed/ modified by a firm of Chartered Accountants to further enhance the control aspects. 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 .
INDIAN ACCOUNTING STANDARDS (IND AS) 2015
The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules 2015] and other relevant provisions of the Act
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/investor-relations/ policies-codes/
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. singerindia .net/empowerment/
During the year under review the Company had taken initiatives 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 selfproficient and independent working member of their family.
The Company had spent ? 43.05 Lacs during the financial year ended 31st March 2019 on these skill development centers
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 as Annexure-8 .
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 workplace 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 financial year ended 31st March 2019 the Company had not received any complaint of harassment.
The Prevention of Sexual Harassment Policy of the Company can be accessed at http://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 the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 is available on the website of the Company at the link: https://www . singerindia . net/investor-relations/annual- return/ and also annexed thereto Annexure-2 .
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 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 . The disclosures relating to related parties are explained in Note 34 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.singerindia.net/investor- relations/policies-codes/
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company had adopted a whistle blower policy and had 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 financial year ended 31st March 2019 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/about-us/policy/
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 nine unsecured 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 of these 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 the Statutory Auditors of the Company who were appointed for a term of 5 years at the Annual General Meeting held on 20th July 2017.
The report given by the Auditors on the financial statements of the Company is part of the Annual Report . There were no qualification reservation adverse remark or disclaimer 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 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 financial year ended 31st March 2019 is provided as Annexure-1 . There were no qualifications reservation or adverse remarks given by Secretarial Auditor of the Company
During the Financial year ended 31st March 2019 your Company had engaged the services of M/s Ray & Ray 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
The 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 Report .
The 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 are given below:
|Employee Name||Designation||Date of Joining||Age |
|Remuneration ( ? in lacs)||Qualification||Experience (in years)||Last |
|Mr. Rajeev Bajaj||Managing |
|1st October 2008||58||106.72||B . COM FCA FCS||35||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 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 sincere thanks and appreciation to SINGER all our customers dealers/distributors suppliers and banks authorities Government of Jammu & Kashmir members and associates for their co-operation and support at all time and to all our employees for their valued contribution to the growth and profitability of your Company's business and look forward to their continued support.
P N Sharma Chairman
For and on behalf of the Board of Directors of Singer India Limited
Place: New Delhi
Date: 22nd May 2019