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Auditor Report of Singer India Ltd.

Mar 31, 2017

To the Members of Singer India Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Singer India Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required the Companies (Auditor''s Report) Order 2016, issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Companies Act, 2013 (''the Act'') we give in the Annexure-A a statement on the matters specified in paragraph 3 & 4 of the said Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in Annexure-B, and

(g) The Company has provided requisite disclosure in the financial statement as to holdings as well as dealings in Specified Bank Notes during the period 8th November 2016 to 30th December, 2016. Based on audit procedures and relying on management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the management (Note 51).

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statement as referred to in Note 31A (i) and Note 36 to the financial statement.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There are no amounts required to be transferred, to the Investor Education and Protection Fund by the Company as such the question of delay does not arise.

Annexure-A to Auditors'' report of Singer India Limited

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the financial statements for the year ended 31st March 2017, we report that

(i). (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets of the Company have been physically verified by the management during the year which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii). The inventory (excluding stock in transit) has been physically verified by the management during the year. Stock in transit as at 31st March, 2017 has been verified with reference to subsequent receipt of goods or other relevant documents. In our opinion, the frequency of verification is reasonable. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been properly dealt with in books of account.

(iii). The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, paragraph 3 (iii) (a to c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has not given loans, guarantees and security in accordance of section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3 (iv) of the Order is not applicable to the Company.

(v). The directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under, to the extent applicable, had been complied with by the Company.

(vi). The Central Government has not prescribed the maintenance of cost records by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, paragraph 3 (vi) of the Order is not applicable to the Company.

(vii). (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, value added tax / sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Though there have been instances of non-deduction of tax at source.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31st March 2017 for a period of more than six months from the date they became payable.

(b) According to the records of the company, there are no dues of Sale tax/Value Added tax, Income-tax, Customs duty, Service tax, Excise duty and Cess which have not been deposited on account of any dispute.

Nature of Statute

Nature of Dues

Year

Forum before which dispute pending

Amount (Rupees in lacs)

Value Added Tax / Sales

Sales Tax

2005-06

First Appellate Authority, Delhi

1.82

Tax of Various States

Sales Tax

1992-93,2002-03, 2007-08

Tribunal Board, West Bengal

11.38

Sales Tax

2009-10

First Appellate Authority, West Bengal

2.37

Sales Tax

2010-11

Tribunal Board, West Bengal

3.20

Sales Tax

2011-12

JCCT, West Bengal

3.42

Sales Tax

1992-93,1996-97

STO, Mumbai

1.97

Sales Tax

2004-05

Joint Commissioner Appeal 1,Mumbai, Maharashtra

37.65

Sales Tax

2002-03

Assistant Commissioner, Goa

0.13

Sales Tax

2000-01

First Appellate Authority, Calicut

0.43

Sale Tax

2003-04,2004-05, 2009-10

Second Appellate Authority, Calicut

51.06

Sales Tax

2012-13 & 2013-14

ACCT, Annai Salai, Chennai

2.42

Sales Tax

2003-04

Joint Commissioner Appeal, Bhubaneshwar

38.40

Total

154.25

(viii) The Company has not defaulted in repayment of loans or borrowings to a bank. The Company has not taken any loan from financial institution, Government or due to debenture holders during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company. The Company has however created cash credit and working capital demand loan facility from banks which were applied for the purposes for which these were taken.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees have been noticed or reported during the course of our audit.

(xi) Based on our examinations of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are generally in compliance with sections 177 and 188 of the Act and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

Annexure-B to the Auditors'' Report of Singer India Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Singer India Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For RAY & RAY

Chartered Accountants

Firm Registration no. 301072E

Place: New Delhi (A. K. Sharma)

Date: 18th May, 2017 Partner

Membership no. 80085


Mar 31, 2016

To the Members of Singer India Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Singer India Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss (Nine Months), the Cash Flow Statement for the period/year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016 and its profit (Nine Months) and its cash flows for the period/year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Companies Act, 2013 (''the Act'') we give in the Annexure-A a statement on the matters specified in paragraph 3 & 4 of the said Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in Annexure-B, and

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statement as referred to in Note 32A (i) and Note 38 to the financial statement.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There are no amounts required to be transferred, to the Investor Education and Protection Fund by the Company as such the question of delay does not arise.

Annexure-A to Auditors'' report of Singer India Limited

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the financial statements for the period ended 31st March, 2016, we report that

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets of the Company have been physically verified by the management during the period which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventory (excluding stock in transit) has been physically verified by the management during the period. Stock in transit as at 31st March, 2016 has been verified with reference to subsequent receipt of goods or other relevant documents. In our opinion, the frequency of verification is reasonable. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been properly dealt with in books of account.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, paragraph 3 (iii) (a to c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has not given loans, guarantees and security in accordance of section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3 (iv) of the Order is not applicable to the Company.

(v) The directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, to the extent applicable, had been complied with by the Company.

(vi) The Central Government has not prescribed the maintenance of cost records by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, paragraph 3 (vi) of the Order is not applicable to the Company.

(vii) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, value added tax / sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Though there have been instances of non-deduction of tax at source.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable.

(b) According to the records of the company, there are no dues of Sale tax/Value Added tax, Income-tax, Customs duty, Service tax, Excise duty and Cess which have not been deposited on account of any dispute.

Nature of Statute

Nature of Dues

Year

Forum before which dispute pending

Amount (Rs in lacs)

Value Added Tax / Sales Tax of

Sales Tax

2005-06

First Appellate Authority, Delhi

1.82

Various States

Sales Tax

1992-93,2002-03,

2007-08

First Appellate Authority, West Bengal

9.94

Sales Tax

1995-96

Appellate Tribunal,West Bengal

14.79

Sales Tax

2009-10

First Appellate Authority, West Bengal

2.37

Sales Tax

2010-11

First Appellate Authority,West Bengal

3.20

Sales Tax

2011-12

First Appellate Authority, West Bengal

3.42

Sales Tax

1992-93,

1996-97

First Appellate Authority, Maharashtra

1.97

Sales Tax

2004-05

Joint Commissioner Appeal 1,Mumbai, Maharashtra

37.65

Sales Tax

2002-03

First Appellate Authority, Goa

0.13

Sales Tax

2000-01

First Appellate Authority, Cochin

0.43

Sale Tax

2003-04,2004-05,

2009-10

First Appellate Authority, Cochin

48.68

Sales Tax

2011-12

First Appellate Authority, Jaipur

7.85

Sales Tax

2012-13

Assistant Commissioner, Circle 3, Jaipur

8.84

Sales Tax

2003-04

Joint Commissioner Appeal 1,Cuttack, Orissa

38.40

Total

179.49

Central Excise Act

Excise Duty

2005-06

Appellate Authority, Delhi

60.38

Total

60.38

(viii) The Company has not defaulted in repayment of loans or borrowings to a bank.The Company has not taken any loan from financial institution, Government or due to debenture holders during the period.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debit instruments) and term loans during the period. Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees have been noticed or reported during the course of our audit.

(xi) Based on our examinations of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are generally in compliance with sections 177 and 188 of the Act and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

Annexure-B to the Auditors'' Report of Singer India Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act’)

We have audited the internal financial controls over financial reporting of Singer India Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the period ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For RAY & RAY

Chartered Accountants

Firm Registration no. 301072E

(A. K.Sharma)

Partner

Membership no. 080085

Place: New Delhi

Date: 28.05.2016


Jun 30, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of SINGER INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 30th June, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 30th June, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required the Companies (Auditor's Report) Order 2015 ('the Order'), issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Companies Act, 2013 ('the Act), we give in the Annexure a statement on the matters specified in paragraph 3 & 4 of the said Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaidfinancial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 30th June, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statement as referred to in Note 32A (i) and Note 38 to the financial statement.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

1. a) The Company has maintained proper records showing particulars, including quantitative details and situation of its fixed assets.

b) The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification which were not material have been properly dealt with in the books of account.

2. a) The inventory (excluding stock in transit) has been physically verified by the management during the year. Stock in transit as at 30th June, 2015 have been verified with reference to subsequent receipt of goods or other relevant documents. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of its inventories. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been properly dealt with in books of account.

3. The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Therefore, clause (iii) (a) and (b) of paragraph 3 of the aforesaid Order are not applicable.

4. In our opinion and according to the information and explanations given to us and having regard to the explanation that for some items purchased for which comparable alternative quotations are not available because of the nature / quality of such items and delivery schedules and for sale of certain goods/services which are for the buyers specialized requirements for which suitable alternative sources are not available for comparable quotations, there are generally adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services except for accounts of Trade Payables and Trade Receivables which are under process of review/reconciliation. Subject to the above, during the course of our audit, we have neither come across nor have we been informed of any continuing failure to correct major weakness in internal control system.

5. The directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under, to the extent applicable, had been complied with by the Company. The Hon'ble High Court of Delhi vide Order dated 19.01.2011 in relation to the Appeal filed against the Order of the Hon'ble Company law Board dated 25th June, 2009 on the composite scheme for repayment of deposits under section 58A and 58AA of the Companies Act, 1956 directing the Company to pay interest to all depositors at the contracted rate up to the date of maturity and thereafter @ 5% till the date of final instalment before 31st March, 2011. The Company has re-paid all unpaid interest on fixed deposits except 19 depositors whose principal and interest accrued thereon of Rs. 3.58 lacs is pending settlement due to non-submission of the original Fixed Deposit Receipts /indemnities

6. The Central Government has not prescribed maintenance of cost records under section 148 (i) of the Companies Act, 2013 for the Company. Accordingly, the provisions of paragraph 3 (vi) of the Order are not applicable to the Company.

7. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, value added tax/ sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Though there have been instances of non deduction of tax at source.

According to information and explanations given to us, there are no other undisputed amount payable in respect of provident fund, investor education & protection fund, income tax, employees state insurance, wealth tax, value added tax/ sales tax, custom duty, service tax, excise duty, cess and other statutory dues which were outstanding at the 30th June, 2015 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no dues of wealth tax, service tax, custom duty and cess which have not been deposited on account of any dispute other than disputed income tax, value added tax/sales tax and excise duty as indicated below:

Nature of Statute Nature of Year Dues

Value Added Tax / Sales Sales Tax 2005-06 Tax of Various States Sales Tax 1992-93,2002-03,2007-08

Sales Tax 1995-96

Sales Tax 2009-10

Sales Tax 2010-11

Sales Tax 2011-12

Sales Tax 1992-93,1996-97

Sales Tax 2004-05

Sales Tax 2002-03

Sales Tax 2000-01

Sales Tax 2003-04,2004-05,2009-10

Sales Tax 2011-12

Central Excise Act Excise Duty 2005-06

Nature of Statute Forum before which dispute Amount pending (Rupees in Lacs)

Value Added Tax/ Sales Tax of Various States First Appellate Authority, Delhi 1.82

First Appellate Authority, West 9.94 Bengal

Appellate Tribunal,West 14.79 Bengal

First Appellate Authority,West 2.37 Bengal

First Appellate Authority,West 3.20 Bengal

First Appellate Authority, West 3.42 Bengal

First Appellate Authority, 1.97 Maharashtra

Joint Commissioner Appeal 37.65 1,Mumbai, Maharashtra

First Appellate Authority, Goa 0.13

First Appellate Authority, 0.43 Cochin

First Appellate Authority, 48.68 Cochin

First Appellate Authority, Jaipur 7.85

Total 132.25

Central Excise Act Appellate Authority, Delhi 60.38

Total 60.38

c) According to the information and explanations given to us, there are no dues of Investor Education and Protection Fund which are required to be transferred in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The Company has no accumulated losses as at 30th June, 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. There are no debentures holders.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, paragraph 3 (x) of the Order is not applicable to the Company.

11. The Company did not have any term loans during the year. Accordingly, the provisions of para 3 (xi) of the Order are not applicable.

12. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For RAY & RAY

Chartered Accountants Firm Registration no. 301072E

(A.K. Sharma)

Place: New Delhi Partner

Date: 27th August, 2015 Membership no. 080085


Jun 30, 2014

We have audited the accompanying Financial statements of Singer incfa Limited ("the Company"), which comprise ine Ba ianoc Shoot as at J u ne 30. 2014. me Statement of Front and Loss and Cash Flaw Statement for ihe year than anded and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for The preparation of these financial statements that give a true and fair view of the financial position, Financial performance and cash Flows of the Company in accordance wilh the Accounting standards referred to in sub-section {3C) of section 211 of the Companies Act 1956 (the'Act') read with General Circular 15V2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 al the Companies Act. 2013. This res puns it)1 lily includes tut design, implementation and maintenance of Internal control relevant to the preparation and presentation of the Financial statements that give a true and 1st view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements hasad on eur audit. We conducted our audit In accordance with the Standards or Auditing issued by ihe Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material

misstalement

An audit nvofves performing procedures tO obtain audit evidence About the amounts a ml disclosures in the financial statements. The procedures selected depend on the auditor's lutigmont. including the assessment of too risks of material misstatement of the financial statements, whether due Id fraud or error In making those risk assessments, the Auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in toe circumstances hut not for toe pu tease of ex pressing an optnlcni on the effectiveness ot the ntity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reason ableness of the accounting estimates made by management, as well as evaluating Lite overall preseuto lion of the fi ne ncia I state merits

Wa believe that the audit evidence we have obtained is Sufficient and Appropriate to piteviite a basis for Our audit opinion

Basis, of Qualified Opinion

Attention is drawn to toe Note if f regarding

Ministry of Corporate Affairs vido totter deled 31st July. 2014 hss rejected the Company's application for approval of payment cf fixed retainenship fee and other bonaftde reimbursement / bertofffs to Mr K. K. Gupta, Non-Exticulivo ector for toe period tsf January, 2013 ro 3isi December 2013 which LVA duly approved hy the shareholders on l2h November. 2013 Mr ff fC Gupto was paid a sum of Rs. 25.61 lacs (including Rs 7A2 toes for earii'cr years} ntf 30.06.2014 and is holding the remuneration in truss of on behalf of too Company. The Company has made an application for re- consideration and review on 21st August. 2014 to Ministry ol Corporate Adairs in this regard. The effect of toe shove observations is presently unascodainable.

Qualified Opinion

to cure opinion and to toe besf of our information and according to too explanations given to us except for the effect of too irraffers described in the baser of Qualified Opinion paragraph Ihe financial statements give the information required by the Act read with General Circular 0822014 dated 4 4.2014 issued by Ministry of Corporate Affairs in toe manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India.

(a) m the case of toe Balance Sheer, of tha stole of pfhirsoUhpCcimpanyaSAtJune 30, 2014 and:

(b) in the case of the Statement Of Profit and LOSS, of toe profit for the year ended on that date: and

c) in the case of toe Cash Flow Statement, of toe cash flews for the yearended on tha t date.

Report on Othe r Legal an d Regu latory Req uireme nts

1. As required by the Companies (Auditor's Repom Order, 2003 i'the Order| issued by the Cenlral Government of I ndia in terms of sub- section (4A) of section 227 of the Act, Wd give In the Armexure a Etetemtint on Ihe matters specified in paragraph 4 and S of the Order

2. As required by section 22 7 (3) of l he Act. we report that

a we have obtained all the information end explanations wl'.ich to the best of our Knowledge and belief were fieoessary for the purpose of our audit,

B. in our opinion proper hooks of acount gs required by law have been kept by the Company so far as appears from our examination of those books;

c. tha B,i lance Sheet. Statement of Profit and Less and Cash F low Slalemen 1 iteflll witil try this Report are in agreemenl wilh (he books of account:

d. in our opi nion, tire Balance Sheet, Stateme ntofP refit and Loss and Cash Flow Statement comply with Ihc Accounting Standards referred to in subsection (3£) of section 211 of the Companies Act. 1956 read with General Circular 15/2013 dated 13th September 2013 of (he Ministry of Company Alton's in respect of Section t33 of the Com parties Act, 2013.

e on the basis of written represents I ions received from the ectors aS On June 30, l!Ol 4. and taken on record by the Board of ectors, none of the ectory is disqualified as on Jure 30, 2014 from being appointed as b ector in terms of dausoig) or"Sub-5ection(1) of Section 274 of the Companies Act, 1356/Section 164;2) of the Companies Ad,2013.

f since the Central Government has not issued any nvtfiicaiion as to the rate at which the cess Is to he paid u nd er section 441A of the Companies Act. 1950 nor has it issued any Rules under the said section prescribing the manner in which such cess is to he paid, no cess is duo and payable by trte Company

Annexure To I ndepen dent Audito rs' Report

Referred to Paragraph 1 under the heading of Report on Other Legal and Regulatory Requirements" of our report of even dale

1 a) The Company has generally maintained

proper records showing particulars, including quantiigiive details and equation of fixed assets tying at its Jammu factory and other i locations

b) Thy fixed assets were physically verified during lhe year by the management in accordance with a programme of verification which in our opinion, provices for physical verification of major fixed assals at reasonable intervals having regard to lhe sire of lhe Company and the nature of its assets. The discrepancies noticed on such verification which were not mater al have been properly dealt with in the books of account.

c) Tho fixed assel& disposed off during 1 he year, mour opinion, do not constitute a substantial part of lhe fixed ysseis erf the Company'anti such disposal has. m our opinion, nol affected the going concern status of the Company

2 a) The inventory (excluding stock m transit) has been physically verified by the management during lhe year Stock m trans=t as al 30th Juno. 2014 have been verified with reference to s u bsaquent receipt of goods df Other rdtovarl dPeuinerLs. In our opinion, the trequency of verification is reasonable

b) In our-Opinion -md ecOOrding to the inlnrmglion and explanations given to us. the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to me sue ol the Company and the nature of its business

c) m out opmion and according to the information end explanations given to u-s. the Company is maintaining proper records of its Inventories The discrepancies noticed during me physical verification of inven tones as compared to book records were not material and have been properly dealt within books of account.

3. a) According to the i nformation and explanations gi ven

to us. the Company has not granted any loans, secured or unsecured. to companies, firms or other parties listed in |ne register maintained under Section 3D1 of the Companies Act, 1956 AecbnJingty, the provisions of sub-ciausc (a), (h) (c) and (d) of paragraph * (IH) of the Order are net applicable to the Company

b) According to the inform a Lion and explanations given to us, the Compan y has not ta ken any loans, secu rod or unsecured, from com u a nias, firms or oilier parlies || Sled in the rSfll Ster main la ined under Section 301 o1 the Companies Act. 1956 Accordingly, the provisions of su tbciause (e f, (f) ana (gk of paragraph

4 ii) of the Order are not applicable to the Company.

4. In Out opinion and according In the Inhumation and explanations given to ug end having regard to the explanation thal for some items purchased for which comparahte alternative quotations arc not available because of the nature I quality of such items and delivery schedules and for sale df Certain goOdsJservicea which are tor the buyers specialized requirements, for which suitable a ternative sources are not available for comparable quotations, mere are generally adequate internal control system cymmtiOBjrate wtttt the su* of lhe company and nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services except foe accounts of Trade Payables which are under process of revieWreconcihation Subfect to the a bove, during the C(hj me of nur a urfit, we have neither come across nor have we been informed of any continuing failure to correct major weakness i n internal oontroi system.

5. a) On Lhe basis of our examination of Lhe books of

account and according to the information gnd explanations given to us, we are of me opinion that the particulars of contracts or arrangements thal need to tie entered into the -register maintained under Section 301 of this Act have been so entered.

b} In our opinion and according to lhe information and explanations given to us, the transaction made In pursuance of contacts or arrangements entered in the register maintained under section 301 of Companies Ad, 1956 do not exceed i by vnige of Fta,

5 lacs in reaped of any party in any one iinancrsl year. Accordingly, the provisions of sub clause (b) of para graph 4 (v) of the Order are not a pplicablc to the Company.

6 The ectives issued by (he Reserve Bank of Ind' i and the provisions of sections 5SA. S3AAand other relevant provisions of the Act and the rules framed there under, to the extent appl ica ble, had been compli ed wilh by the Company. The Hon' ble Hig h Court of Delhi vide Order doted 19.01.2DT1 in relation to the Appeal Ned ayainst the Ordru of lhe HoiTblo Company law Board dated 25th June, 2000 on his composite scheme for repayment of deposits under section 66A and bftAA of ihe Compart*# Act, 1956 ecting ihe Company to pay interest 1o ail depcrsitore of 1 he contracted mfe opto the date of maturity nod thereafter @5% fill the date of final installment before 31st March, 2011. The Company has re-paid alt unpaid interest on fixed deposits except 20 depositors whose principal and Interest accrued thereon of Rs 3.B6 lacs is pending settlement due lo non- submission of the original Fined Deposit Receipts .indemnifies.

7 Op the basis of the i nfe ma1 audit reports reviewed by us, we a re of ihe opinion that, the coverage of internal audit carried out by a firm of Chartered Accountants is commensurate with the size of the Company and nature of its business.

B The Centra I Government has not prgacnhed maintenance of cost records under clause f rt) of an b-aedion (i) of section 209 or 1 he Com p rties Act. 1956 for the products of the Company Accordi ngly. the provisions of paragrp ph 4 (viii) of the Order are not applicable lo the Company.

9. a) The Company Is generally regular m daposilmg with appropriate authorities undisputed statutory dues including provident fund, Investor education and protection fund, employees' stale insurance, income tax. value added tax' sales tax, wealin tax. service tax. custom duty, excise duly cess and other material statutory dues applicable to it. Though there have been instances of non deduction of lax a [source.

Further, since ttfeCerriro) Government has tin dale not preserved the amount of cess payable under Section 441 Apt the Companies An. 1956, we are not in b position to com men | upon the regularity or otherwise of the Company m depositing the same.

b. According to information and explanations given to us. there are no ether undisputed amount payable in respect of provident fund investor education 6 protection tur:n income tax, employees state insurance, weallh lax, value added tax/ satos tax, custom duty, service tax. excise duty, cess and other slatotory dues which were o-utstanding at the period end for period of more lhan six months from the date they become paya bio.

c) According to the information end explanations given to us. there are no dues of wealth lax, service tax, custom duty and cess which have not been deposited on account of any dispute other than disputed income lax. value added tax/sales tax and excise duty as indicated below:

Name of Nature Year Statute of Dues

Value Added Sales Tax 2008-09 Tax / Sales Tax of various States

Salas Tax 2005-06

Sates Tax 1902-93. 2002-03, 2007-08

Sales Tax 1995-96

Sales Tax 2009-10

Salas Tax 2010-11

Sales Tax 1992-93,1996-97, 2004-05

Sales Tex 2003-03

Sales Tgx 2000-01

Sales Tax 2003-04,2004-05, 2011-12

Total

Central Excise Act Excise Duty 2005-06

Total

Name of Nature Forum before which Amount Statute of Dues dispute pendmg (Rs. In lacs)

Value Added Sales Tax First Appellate 14.11 Tax / Sales Tax Authority, Delhi of various States

Salas Tax VAT Tribunal, Delhi 1.62

Sates Tax First Appeilate Authority, West Bengal 9.94

Sales Tax Appellate Tribunal, West Bengal 1479

Sales Tax First Appellate Authority, West Bengal 1.00

Salas Tax First Appellate Authority, West Bengal 13.04

Sales Tax First Appellate Authority, Maharashtra 39.62

Sales Tex Firyi Appellate Authority, Goe 0.13

Sales Tgx First Appellate Authority, Cochin 0.43

Sales Tax First Appellate Authority. Cochin 48 21

Total 143,09

Central Excise Act Excise Duty Appellate Authority, Delhi 60.36

Total 60.36

10. The Company has no accumulated losses as at 30th Jure, 2014 and it has nut Incurred ary cash losses in ire financial year ended on Ihatdateorin ihe immediately preceding fin anna I year.

11 I n ou r opi n ion and according to Vie i nfcmna tion and expl ? r aborts g iver to us, (he Company has not defa u lied ir repayme n t of dues to financial institution s and banks. There are no debentures holders.

12 The Company ha 5 not granted loans a ri
13 I n our opinion, the Company is ncn a ebri fur d or a md h i / tnulual benefit to nd i society Accordingly. parag rapfi 4 (*jlp) of lire Order is not applicable to the Company.

14 The Company is rot dealing in oMrad'ng in shares, securities, debentures and other investments Accordingly, the provisions ofparagraph4(xiv}of lha Order are not applicable to the Company.

15. According to the i ntorma lion and explanations given to us, the Company has not given any guarantee for loans 1a ken Ely plhers from hanks or 11naftoial glitutlctos Accordi ngly, parsgraph 4 (xv) ol the 0 rder is rot a pplicable to Ihe Cnmpe ny

16. The Company did not have any term loans outstanding during ihe year. Accordingly, the provisions of paragraph 4 fxvijof ihe Orde r arc not applicable to the Company.

17 According to the information and e xpto n s i ions given !o us and on a n overal l exfimina1 ion ol ihe Bala nee Sheet of Ihe Com-pe ny, we repoh Ihatnotonds raised on short-lerrn basis have been used torlong-term investments

18 According to tho information and explanations given !o us, the Company has not made any preferential allotment of shares to psrltos and compenisE/ toms covered in the Register maintained under section 301 of ihe Companies Act, 1956. Accordingly, Ihe provisions of clause (xvi ii) or parag raph -I ol ihe aforesaid order are not applicable to the Company.

19. The Coir pany ho s not issued debentu res during toe year under aud11. Accord' ngly, the provis tons of clause (xix) of pa ragraph 4 of Ihe aforesaid Order are not applicable iolhs Company.

20 f he Compa ny has not raised any money by public issues d 11 n ng the period AcooTrii n gly. the pro vision s of parag raph & xx) of ihe Orde r are not a pplicable to to e Cam pa ny.

21 During the course of our examination of the books of accoum earned out In accordance- wit) Generally Accepted Auditing Practices, we have npihtir Come across any instance nt baud on or by 1lie Company npr have we been Informed of any sum case by ihe Me n egemenl e xcegt tor fraud on thg Ccmpa ny through misapproprial ion of Current assets {net) aggregating to Rs. 16.5A Sacs by employees were noticed & reported which have been adjustedprovided for

For Ray * Ray Chartered Accounlants Firm Registration no. 301072 E

{A. K. SFibrma) Partner Membership No. OSOOB5

Place: Mew Delhi Date 27' August, 2014


Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Singer India Limited ("the Company”), which comprise the Balance Sheet as at June 30, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the ''Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2013 and;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of matter

We draw attention to Note 40 of the Financial Statements regarding remuneration paid/ provided in respect of non- executive chairman. The remuneration paid amounting to Rs. 774 (thousands) for the period 1st January, 2012 to 30th June, 2012 and Rs. 855 (thousands) for the period 1st July, 2012 to 31st December, 2012 was not approved by the Central Government on the technical ground that the tenure / period of proposed payment of remuneration was not specified in the resolution. The Company has made applications for reconsideration and review and is also in the process of regularising the appointment for the tenure. Further, the remuneration amounting to Rs. 742 (thousands) for the period 1st January, 2013 to 30th June, 2013 is subject to approval of Shareholders and Central Government. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956;

e. on the basis of written representations received from the directors as on June 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 1 under the heading Report on

Other Legal and Regulatory Requirements)

1. a) The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets lying at its Jammu factory and other locations.

b) The fixed assets were physically verified during the year by the management in accordance with a programme of verification which, in our opinion, provides for physical verification of major fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification which were not material have been properly dealt with in the books of account.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. a) The inventory (excluding stocks with third parties and stock in transit) has been physically verified by the management during the year. Stock in transit as at 30th June, 2013 have been verified with reference to subsequent receipt of goods or other relevant documents. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been properly dealt with in books of account.

3. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of sub-clause (a), (b), (c) and (d) of paragraph 4 (iii) of the Order are not applicable to the Company.

b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of sub-clause (e), (f) and (g) of paragraph

4 (iii) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us and having regard to the explanation that for some items purchased for which comparable alternative quotations are not available because of the nature / quality of such items and delivery schedules and for sale of certain goods/services which are for the buyers specialized requirements for which suitable alternative sources are not available for comparable quotations, there are generally adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services except for accounts of Trade Payables which are under process of review/reconciliation. Subject to the above, during the course of our audit, we have neither come across nor have we been informed of any continuing failure to correct major weakness in internal control system.

5. a) On the basis of our examination of the books of account and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 do not exceed the value of Rs.

5 lacs in respect of any party in any one financial year. Accordingly, the provisions of sub clause (b) of paragraph 4 (v) of the Order are not applicable to the Company.

6. The directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA and other relevant provisions of the Act and the rules framed there under, to the extent applicable, had been complied with by the Company. The Hon''ble High Court of Delhi vide Order dated 19.01.2011 in relation to the Appeal filed against the Order of the Hon''ble Company law Board dated 25th June, 2009 on the composite scheme for repayment of deposits under section 58A and 58AA of the Companies Act, 1956 directing the Company to pay interest to all depositors at the contracted rate up to the date of maturity and thereafter @ 5% till the date of final installment before 31st March, 2011. The Company has re-paid all unpaid interest on fixed deposits except 20 depositors whose principal and interest accrued thereon of Rs. 386 thousands is pending settlement due to non- submission of the original Fixed Deposit Receipts /indemnities.

7. On the basis of the internal audit & concurrent audit reports reviewed by us, we are of the opinion that, the coverage of internal and concurrent audit carried out by a firm of Chartered Accountants is commensurate with the size of the Company and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company. Accordingly, the provisions of paragraph 4 (viii) of the Order are not applicable to the Company.

9. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, value added tax/ sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

b) According to information and explanations given to us, there are no other undisputed amount payable in respect of provident fund, investor education & protection fund, income tax, employees state insurance, wealth tax, value added tax/ sales tax, custom duty, service tax, excise duty, cess and other statutory dues which were outstanding at the period end for period of more than six months from the date they become payable.

10. The Company has no accumulated losses as at 30th June, 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution & bank. The Company has not have any debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, paragraph 4 (xii) of the Order is not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly, paragraph 4 (xiii) of the Order is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of paragraph 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, paragraph 4 (xv) of the Order is not applicable to the Company.

16. The Company did not have any term loans outstanding during the year. Accordingly, the provisions of paragraph 4 (xvi) of the Order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies/ firms covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

19. The Company has not issued debentures during the year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid Order are not applicable to the Company.

20. The Company has not raised any money by public issues during the period. Accordingly, the provisions of paragraph 4(xx) of the Order are not applicable to the Company.

21. During the course of our examination of the books of account carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management

For Ray & Ray

Chartered Accountants Firm Registration no. 301072 E

(A.K. Sharma)

Partner

Membership No. 80085

New Delhi, 27th August, 2013


Jun 30, 2012

1. We have audited the attached Balance Sheet of Singer India Limited fthe Company") as at 30™ June, 2012. and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto (collectively referred to as the "Financial Statements") which we have signed under reference to this report. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audi).

2. We conducted our audit in accordance with the Auditing Standards generally accepted In India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 ('the Ordef) as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together with "the Order*) issued by the Central Government in terms of sub- section (4A) of Section 227 of the Companies Act, 1956 ('the Act") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Without qualifying our opinion, we draw your attention to the Note no: 42 of Financial Statements stating that Managerial Remuneration (Retainership fee and other Bonafide reimbursement I benefits) amounting to Rs. 774 thousand) paid to non-executive Chairman is subject to approval of the Central Government. As represented to us by the management, the Company has applied to the Central Government for approval.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from ourexamination of those books;

(iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow. Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section211 oftheCompaniesAct, 1956.

(v) on the basis of written representations received from the directors as on 30th June, 2012, and taken on record by the Board of Directors, we reportlhat none of the directors are disqualified as on 30th June, 2012 from being appointed as a director in terms of clause, (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements together with the notes thereon and attached thereto give in the prescribed manner, the information required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2012;

(b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure to the auditors' report of even date to the members of Singer India Limited on the Financial Statements fortheyearended 30* June, 2012

1. a) The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets lying at its Jammu factory and other locations.

b) The fixed assets were physically verified during the year by the management in accordance with a programme of verification which, in our opinion. provides for physical verification of major fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification which were not material have been properly dealt with In the books of account. The periodicity of physical verification of Jammu assets needs to be increased.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. a) The inventory (excluding stocks with third parties and stock in transit) has been physically verified by the managefnent during the year. Stocks in transit as at 30th June, 2012 have been verified with reference to subsequent receipt of goods or other relevant documents. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification Is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c). In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been properly dealtwith in books of account.

3. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of sub-clause (a), (b). (c) and (d) of paragraph 4 (iii) of the Order are not applicable to the Company.

b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956. Accordingly, the provisions of sub-clause (e), (f) and (g) of paragraph 4 (iii) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us and having regard to the explanation thatforsome items purchased for which comparable alternative quotations are not available because of the nature / quality of such items and delivery schedules and for sale of certain goods/services which are for the buyers specialized requirements for which suitable alternative sources are not available for comparable quotations, there are generally adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services except for accounts of creditors which are under process of review/reconciliation. Subject to the above, during the course of our audit, we have neither come across nor have we been informed of any continuing failure to correct major weakness in internal control system.

5. a) On the basis of our examination of the books of account and according to the information and explanations given to us, we are of the opinion that ¦ the particulars of contracts or arrangements that need to be entered into the register maintained underSection 301 of the Act have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 do not exceed the value of Rs. 5 lacs in respect of any party in any one financial year. Accordingly, the provisions of sub clause (b) of paragraph 4 (v) of the Order are not applicable to the Company.

6. The directives issued by the Reserve Bank of India and the provisions of sections 58A, SSAAand other relevant provisions of the Act and the rules framed there under, to the extent applicable, had been complied with by the Company. The Hon'ble High Court of Delhi vide Order dated 19.01.2011 in relation to the Appeal Filed against the Order of the Hon'ble Company law Board dated 25th June, 2009 on the composite scheme for repayment of deposits under section S8A and 58AA of the Companies Act, 1956 directing the Company to pay interest to all depositors al the contracted rate up to the date of maturity and thereafter @ 5% till the date of final installment before 31st March, 2011. The Company has re-paid all unpaid interest on fixed deposits except 21 depositors whose principal and interesl accrued Ihereon of Rs. 437 thousand is pending settlement due to non-submission of the original Fixed Deposit Receipts /indemnities.

7. On the basis of the internal audit & concurrent audit reports broadly reviewed by us. we are of the opinion that, the coverage of internal and concurrent audit earned out by a firm of Chartered Accountants is commensurate with the size of the Company and nature of Its business.

8. The Central Government has not prescribed maintenance of cost records under clause (d) of sub- section (1)of section 209 of the Companies Act, 1956 for the products of the Company. Accordingly, the provisions of paragraph 4 (viii) of the Order are not applicable to the Company.

9. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and nrotection fund emnlovees' slate insurance income tax, value added tax/ sales tax, wealth tax, service tax,'custom duty, excise duty, cess and othermaterial statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under Section 441 Aof the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

b) According to information and explanations given to us, there are no other undisputed amount payable in respect of provident fund, investor education- & protection fund, income tax, employees state insurance, wealth tax, value added tax / sales tax, custom duly, service tax, excise duty, cess and other statutorydues which were outstanding at the period end for period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are no dues of wealth tax, service tax, custom duty and cess which have not been deposited on account of any dispute other than disputed income tax, value added tax/sales tax and excise duty as indicated below:

Name of Nature Year Statute of Dues

Value Added Sales Tax 2008-09 Tax of various Stales

Sales Tax 2005-05

Sales Tax 1992-93,2002-03, 2007-08

Sales Tax 1995-96

Sales Tax 1892-93, 1996-97, 2004-05

Sales Tax 1992-93, 1996-97, 2004-05

Total

Income Tax Act Income Tax 2003-04

Total

Central Excise Act Excise Duty 2005-06

Total

Name of Forum before which Amount Statute dispute pending (Rs. in'000)

Value Added Tax of Various States First Appellate Authority, 1632 Delhi

First Appellate Authority, Delhi 182

First Appellate Authority, West Bengal 995

Appellate Tribunal, West Bengal 1,479

First Appellate Authority, Maharashtra 3,962

First Appellate Authority, Goa 13

Total 8,263

Income Tax Act ITAT. Mumbai 3,000

Total 3,000

Central Excise Act Appellate Authority, Delhi 6,038

Total 6,038

10. The Company has no accumulated losses as at 30th June, 2012 and it has nol incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution & bank. The Company does not have any debenture holders.

12. The Company has not granted loans and advances on the basis of security byway of pledge of shares, debentures and olfiersecurities. Accordingly, paragraph 4{xii) of the Orderis not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly, paragraph 4 (xiii) of the Order is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of paragraph 4(xiv)of the Orderare not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, paragraph 4 (xv) of Wie Order is not applicable to the Company.

16. The Company did not have any term loans outstanding during the year. Accordingly, the provisions of paragraph 4 (xvi) of the Orderare nolapplicabletothe Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies/ firms covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

19. The Company has not issued debentures during thB year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid Order are not applicable to the Company.

20. The Company has not raised any money by public issues during the period. Accordingly, the provisions of paragraph 4(xx) of the Order are not applicable to the Company.

21. During the course of our examination of the books of account carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management. For Ray & Ray

Chartered Accountants

Firm Registration no. 301072 E

(A.K. Sharma)

New Delhi, 22nd August, 2012 Partner

Membership No. 80085


Jun 30, 2010

1. We have audited the attached Balance Sheet of Singer India Limited (the Company) as at 30th June, 2010, the Profit and Loss Account and the Cash Flow Statement for the period ended 30th June, 2010 annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 (the Order) as amended by Companies (Auditors Report) (Amendment) issued by the Central Government in terms of sub - section (4A) of Section 227 of the Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Attention is invited to the following notes in Schedule 21:

(i) Note 3.2 as regards balances of creditors are under the process of review / confirmation / reconciliation.

(ii) Notes 10.2 as regards non reversal of adjustment entry passed in earlier years with respect to write back of 90% of liability of unsecured creditors aggregating to Rs. 228,762 thousand in view of setting aside of para 11.8 (a) to (c) of the Honble BIFR Order by the Honble AAIFR vide its order dated 28th May, 2010.

(iii) Note 11 as regards the accumulated losses have exceeded the paid up share capital and the networth of the Company is completely eroded. These factors along with other matters as set forth in the financial statement, raise doubt that the Company will be able to continue as going concern. Further such Financial Statements do not include any adjustment relating to the recoverability and classification of recorded assets amounts or to amounts and classification of liabilities that may be necessary in case the Company is unable to continue as going concern.

(iv) Note 16 as regards managerial remuneration of Rs. 1,184 thousand which is subject to Central Government & Shareholders approval.

The consequential effect of the adjustments, if carried out of the amounts to the extent ascertainable would have resulted in the profit after tax turning into a loss of Rs. 204231 Thousand for the period ended 30th June, 2010 and increase in liabilities and accumulated losses by Rs. 228,762 thousand. As regards our comments in other points in para 4 above, the effect is not quantifiable at this stage.

5. Subject to our remarks in paragraphs 3 & 4 above:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956. However, reference is drawn to Notes 10.2 and 12 in Schedule 21.

(v) on the basis of written representations received from the directors as on 30th June, 2010, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th June, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read in conjunction with Schedules 1 to 21 and subject to the matter specified in para 4 above, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2010;

(b) in the case of the Profit and Loss Account, of the Profit (before reversal of write back of liabilities in earlier years) for the period ended on that date; and

(c) in the case of the Cash Flow Statement of the Cash Flows for the period ended on that date.

Annexure to the auditors report of even date to the members of Singer India Limited on the financial statements for the period ended 30th June, 2010

1. a) The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets lying at its Jammu factory and other locations.

b) Some of the fixed assets (except at Jammu Location) were physically verified during the year by the Management in accordance with a programme of verification which, in our opinion, provides for physical verification of major fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification. The periodicity of physical verification of Jammu assets needs to be increased.

c) Fixed assets disposed off during the period were not substantial and do not affect the going concern assumption.

2. In respect of its inventories:

a) The inventory except goods in transit has been physically verified by the management during the period by the Management at reasonable intervals.

b) The procedures as explained to us, which were followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. a) The Company has not granted any loans, secured or

unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (a), (b), (c) and (d) of clause 4 (iii) of the Order are not applicable to the Company.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (e), (f) and (g) of clause 4 (iii) of the Order are not applicable to the Copany.

4. In our opinion and according to the information and explanations given to us and having regard to the explanation that for some items purchased / repurchased for which comparable alternative quotations are not available because of the nature / quality of such items and delivery schedules and for sale of certain goods/services which are for the buyers specialized requirements for which suitable alternative sources are not available for comparable quotations, there are generally adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services except for accounts of creditors are under process of review/reconciliation. Subject to the above, during the course of our audit, we have neither come across nor have we been informed of any continuing failure to correct major weakness in internal control system.

5. According to the information & explanations given to us, the Company has not entered into contracts or arrangements referred to in section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(v) of the Order are not applicable to the Company.

6. The directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA and other relevant provisions of the Act and the rules framed there under, to the extent applicable, had been complied with by the Company except default in repayment of principal & interest to fixed deposit holders and non compliance of clause (a) & (b) of sub section (2) of Section 58AA of the Companies Act, 1956. The Company has received an Order of Company Law Board dated 11 April 2007 rescheduling the repayment of deposits. The Company has also made application seeking condonation of defaults. The Company routes its entries pertaining to Fixed Deposit holders through Fixed Deposit Ledger Account. The Company has made an application for review and extension of the composite scheme of repayment of deposits under Section 58A & 58AA of the Companies Act, 1956 for which orders are still awaited.

7. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal and concurrent audit carried out by a firm of Chartered Accountants is commensurate with the size of the Company and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 for the products of the Company. Accordingly, the provisions of clause 4 (viii) of the Order are not applicable to the Company.

9. a) Undisputed Statutory dues including provident fund,

investor education and protection fund, employees state insurance, income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty and cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

b) According to information and explanations given to

us, there are no other undisputed amount payable in respect of provident fund, investor education & protection fund, income tax, employees state insurance, wealth tax, sales tax, custom duty, service tax, excise duty, cess and other statutory dues which were outstanding at the period end for period of more than six months from the date they become payable.

c) According to the information and explanations given to us the Company did not have any disputed dues on account of customs duty, wealth tax, service tax and cess. The dues outstanding in respect of sales- tax, entry tax, excise duty and income-tax on





Amount Period Name of Nature of FORUM BEFORE WHICH

in Rs. the statute the dues DISPUTE PENDING

(000)

Sales Tax Act Sales Tax 182 2005-06 First Appellate Authority, Delhi

Sales Tax Act Sales Tax 319 2003-04 First Appellate Authority, U.P

Sales Tax Act Sales Tax 995 1992-93 & 2002-03 First Appellate Authority, West Bengal

Sales Tax Act Sales Tax 3962 1992-93, 1996-97 & First Appellate Authority, Maharashtra

2004-05

Sales Tax Act Sales Tax 7430 2000-01 to 2004-05 Sales Tax Tribunal, Karnataka

Sales Tax Act Sales Tax 13 2002-03 First Appellate Authority , Goa

Sales Tax Act Sales Tax 142 2002-03 First Appellate Authority, Madhya Pradesh

Income Tax Act, 1961 Income Tax 9500 2003-04 ITAT, Mumbai

Excise Duty Excise Duty 8576 2005-06 Appellate Authority, Delhi



11. The Company did not have any outstanding dues to any financial institutions & banks. The Company has not issued any debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4 (xv) of the Order is not applicable to the Company.

16. The Company did not have any term loans outstanding during the period. Accordingly, the provisions of clause 4 (xvi) of the Order are not applicable to the Company.

17. Based on an overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long- term investment except for permanent working capital.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. However, preferential allotment of 5,327,900 Equity Shares were made to Singer (India) BV. Netherlands – the Holding Company at Rs. 10 each as per the Scheme of Rehabilitation approved by BIFR.

19. The Company did not have any outstanding debentures during the period. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

20. The Company has not raised any money by public issues during the period. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

21. According to the information and explanations furnished by the management which have been relied upon by us, there were no frauds on or by the Company which has been noticed or reported during the course of our audit.



For Ray & Ray

Chartered Accountants

(A.K. Sharma)

Partner

Place : New Delhi Membership No. 80085

Date : 29th Sept. 2010 Firm Registration No. 301072 E

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