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Directors Report of Singer India Ltd.

Mar 31, 2023

Your Directors hereby submit the Forty-Five Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended 31^st March 2023.

FINANCIAL RESULTS

The Company''s financial performance for the year ended on 31^st March 2023 is summarized below:

(Rupees in Lakhs) For the Financial For the Financial Particulars year ended on 31^st year ended on 31^st March 2023 March 2022
Revenue from Operations	46,029.66	45,297.87
Other Income	445.62	281.65
Total Income	46,475.28	45,579.52
Earnings Before, Interest, Tax, Depreciation and Amortization (EBITDA) and exceptional items	632.47	1,272.27
Finance cost	59.07	76.41
Depreciation & Amortization expense	201.97	228.10
Profit before tax and exceptional item	371.43	96776
Exceptional item	724.39	-
Provision for Tax Expenses	263.93	200.67
Profit After Tax	831.89	767,09
Other Comprehensive Income, net of tax	(0.61)	(13.91)
Total Comprehensive Income	831.28	753.18
Earnings per Equity share of Rs.2/- Basic (Rs.)	1.52	1.43
Earnings per Equity share of Rs.2/- Diluted (Rs)	1.52	1.43

FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

Your Company has gone through tough challenges during the year, the high inflation and volatility in the raw material prices lead to price instability which impacted the consumer demand in both sewing machines and home appliances. In addition, the expected correction in the prices of raw material anticipated initially presented an opportunity for us to improve profitability. However, Company and trade partners carrying high-cost inventory, resulting in immense pressure on our margins due to our inability to retain higher prices, the efforts of your Company have always been put towards strengthening the fundamentals of the Company''s business with corrective measures followed by the strategies for the long-term and sustainable growth while protecting the capital and the employees.

The Company''s revenue at Rs. 464.75 Crores in the year under review remained almost flat had grown by 2% over the previous FY 2021-22. While the sewing machines business grown by 2% mainly due to change in the product mix the home appliances business remained flat grown marginally by 1%. The sale of Zig Zag sewing machines which has been the most profitable business of the Company, recovered and grown 15% in FY 2022-23 which suffered a major setback due to inadequate supplies from Singer in the previous year FY 2021-22 as there had been a disruption in their production facilities caused by Covid induced restrictions. The industrial sewing machine business with the lower base grown

77% over the previous year FY 2021-22. The sewing machines business suffered more of Straight Stitch machines due to cost/ price challenges more prominently across all sales channels. In the home appliances business, the efforts to protect gross margins through price increases in these highly price sensitive markets led to lower turnover in this segment.

The Profits from operations during the year FY 2022-23 were impacted due to lower revenue and operating margins from the Home Appliances business. The mandatory transition to BEE star rated fans w.e.f 1^st January 2023 had caused the Company to destock all the Non BEE rated fans during the Q3 FY 2022-23 by compromising margins on this category.

The Company Operational profits during the year FY 2022-23 were also impacted due to higher expense on Trademark license fee in order to comply with the minimum royalty condition stipulated in the General Trademark License Agreement and higher spend on advertisement and sales promotion as a part of strategy than the previous FY 2021 - 22.

The Company''s Profit after tax for the FY 2022-23 is Rs 8.3 crores as against Rs 77 crores in the previous FY 2021-22. This year profit includes exceptional income from sale of its idle land and building located in Jammu for Rs. 10.4 crores and the gain of Rs. 72 crores (net of tax Rs. 5.3 crores). As of now the Company''s priorities are to align excess inventories to our normal levels which could not be moved as expected.

Your Company has embarked upon the plans to work on innovation and value engineering on straight stitch conventional sewing machines and target to offer better machines with the objective to capture large market share in the overall industry. Company plans to focus to grow industrial sewing machines segment by introducing the efficient sewing machines at reasonable prices to compete and grow the overall sewing machines business. The strategies are being put in place to grow the Company''s businesses in sewing machines and home appliances with specific focus to improve the profitability. The Company is focusing to accelerate the sales of Zig Zag sewing machines. The Company is also growing its Industrial sewing machines business amidst the growing demand for these machines. Also, in home appliances segment, the Company have decided to focus upon the selected categories from the range of appliances currently available, and grow them substantially and make their contribution to the turnover of home appliances meaningful and eliminate categories/sales channel contributing very thin margins.

The State of Affairs of the Company is detailed in the ''Management Discussion and Analysis'' section which forms part of this report.

HUMAN CAPITAL

Relations with employees continued to be cordial and harmonious. The Human Resource policies of the Company are aimed at attracting, motivating, and retaining employees at all levels.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

DIVIDEND

The Board of Directors has not recommended any dividend for the Financial Year 2022-23 with a view to the expanded operation and future expansion plans of the Company.

TRANSFER TO RESERVES

During the year under review, there is no transfer of funds to the Company''s General Reserve Account.

SHARE CAPITAL

During the Financial Year 2022-23, the Authorised Share Capital of the Company was reclassified by cancelling the unused/unissued preference share capital of Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 5,00,000 (Five Lakhs) redeemable preference shares of Rs. 100/- (Rupees One Hundred Only) each and to create additional 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of face value of Rs. 2/- (Rupees Two Only) each with existing 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares of Rs.2/-(Rupees Two Only) aggregating to Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) each to redefine the Authorised Share Capital of the Company to Rs. 20,00,00,000 (Rupees Twenty Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 2/-(Rupees Two Only). Aforesaid, reclassification was duly approved

by the members of the Company by passing Ordinary Resolution through postal ballot on 16^th January 2023.

During the year under review, the Company''s paid up share capital has also been increased by issuing 74,77,364 (Seventy Four Lakhs Seventy Seven Thousand Three Hundred and Sixty Four) Equity Shares of the Company having face value Rs. 2/- (Rupees Two Only) each for Rs. 76/- (Rupees Seventy Six Only) each including premium of Rs. 74/- (Rupees Seventy Four Only) per Equity Share aggregating to an amount Rs. 56,82,79,664/- (Rupees Fifty Six Crore Eighty Two Lakhs Seventy Nine Thousand Six Hundred Sixty Four Only) on a preferential basis for cash consideration. Accordingly, as on 31^st March 2023, the equity paid-up share capital of the Company is Rs. 12,23,86,078 (Rupees Twelve Crore Twenty Three Lakhs Eighty Six Thousand Seventy Eight Only).

The Company has not issued shares with differential voting rights or sweat equity shares during the year 2022-23. As on 31^st March 2023, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

Employee Stock Option Scheme

Singer Employee Stock Option Scheme 2023 (''Scheme'') was approved & recommended by the Board of Directors of the Company on 5^th April 2023 for the issuance and allotment of options exercisable into, not more than 36,00,000 (Thirty Six Lakhs) equity shares having face value of Rs. 2/- (Rupees Two Only) each to eligible employees of the Company. The ESOP Scheme 2023 will be administered by the Nomination and Remuneration Committee of the Board. On 28^th April 2023, the Scheme was put forward to the members of the Company for their approval through Postal Ballot Notice dated 5^th April 2023. As on the date of this report, the members are yet to give their assent/dissent on the implementation of the Scheme.

Details regarding the Scheme is uploaded on the Company''s website and can be accessed at https://singerindia.com/ investors/draft-singer-india/

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

During the year under review, no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven

years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government, Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority,

The Company had sent individual notices and also advertised in the newspapers seeking action from the members who have not claimed their dividends for seven consecutive years or more, Thereafter, the Company had, accordingly, transferred Rs, 1,51,72750/- being the unpaid and unclaimed dividend amount pertaining to financial year 2014-15 and transmitted 6,690 (on account of Unclaimed Dividend for FY 2014-15) Equity Shares of the Company into the DEMAT Account of the IEPF Authority held with CDSL (DPID/ Client ID 1204720013676780) during the financial year 2022-23 in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time,

Members whose shares, unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by making an application to the IEPF Authority in Form IEPF - 5 (available on http://www.iepf, gov,in) along with requisite fee as decided by the IEPF Authority from time to time, The member can file only one consolidated claim in a financial year as per the IEPF Rules,

The Company will be transferring the final dividend and corresponding shares for the financial year 2015-16 within statutory timelines, Members are requested to ensure that they claim the dividends and shares referred above before they are transferred to the said Fund, The due dates for the transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance, Details of shares/shareholders in respect of which dividend has not been claimed, are provided on the website of the Company at www,singerindia,com, The shareholders who have not encashed their dividend warrants for the financial year 2015-16 or any subsequent year are requested to lodge their claims for claiming unclaimed Dividend, The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed,

DEPOSITS

During the year under review, the Company has not invited/ accepted deposits falling within the ambit of Section 73 of the Companies Act, 2013 and rules made thereunder,

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any loan, or given any guarantee or provided any security and/or made investments covered under the provisions of Section 186 of the Companies Act, 2013 read with rules made thereunder, Therefore, the provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company,

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

Brand Trading (India) Private Limited ("BTIPL"), is a wholly owned subsidiary of the Company and is a non-material, unlisted subsidiary of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015,

On 13^th November 2019, the Board of this subsidiary company accorded its consent for the commencement of voluntary liquidation of its affairs under Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board (Voluntary Liquidation Process) Regulations, 2017, subject to the approval of its shareholders, creditors, and any other concerned party, Further, the subsidiary, in its Extraordinary General Meeting held on 31^st January 2020, formally resolved to wind up the operations and accordingly, appointed the liquidator, Financial information of the subsidiary had been consolidated till 31^st January 2020 on a line-by-line basis and intra-group balances and transactions were eliminated upon consolidation for the period ended on that date and accordingly, consolidated financial results had not been prepared and presented since the quarter ended 30^thJune 2020, As at 31^st March 2023, the liquidation proceedings are still under process,

During the year under review, your Company does not have any Associate or Joint Venture Company, Considering the above your Company is not required to consolidate its accounts with any other Company,

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary Company as 31^st March 2023 in Form AOC-1 is annexed to this Report as Annexure - I,

DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active and informed Board is a pre-requisite for strong and effective corporate governance, The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders, The Board ensures that the Company has clear goals aligned with the shareholders'' value and growth, The Board is duly supported by the Chairman, Managing Director and Senior Management Team in ensuring effective functioning of the Company,

As on 31^st March 2023, the Board was comprised of 9 (nine) Directors, out of which 1 (one) was Executive Managing Director, 4 (four) were Non-Executive, Non-Independent Directors and 4 (four) were Non-Executive Independent Directors (including one Woman Independent Director),

Further, during Financial Year 2022-23 and till date of this report, following changes occurred in Directorship and Key Managerial Personnel positions of the Company:

â¢ Mr, Hetal Madhukant Gandhi (DIN: 00106895) and Mr, Maneesh Mansingka (DIN:00031476) was appointed as an

Additional Directors (Non-Executive Non-Independent) on the Board of the Company with effect from 24^th August 2022. Their appointment as Director was later approved by the members of the Company at its 44^th Annual General Meeting ("AGM") held on 26^th September 2022.

â¢ Mr. Rajesh Relan (DIN: 00505611) was appointed as Additional Director (Non-Executive Independent Director) on the Board of the Company with effect from 23^rd March 2023. His appointment as Director is proposed before the members of the Company through Postal Ballot notice dated 5^th April 2023.

â¢ Mr. Rakesh Khanna (DIN: 00266132) was appointed as an Additional Executive Vice Chairman & Managing Director of the Company on the Board of the Company with effect from 5^th April 2023. His appointment as Executive Vice Chairman & Manging Director is proposed before the members of the Company through Postal Ballot notice dated 5^th April 2023.

â¢ Mr. Rajeev Bajaj has stepped down from the position of Managing Director of the Company with effect from 30^thApril 2023 and accepted a more active advisory role in the Company with effect from 1^st May 2023 to help the Company in strategic and regulatory affairs. Apart from this, there is no other material reason for his resignation.

â¢ Due to personal commitments, Ms. Priyanka Gandhi stepped down from the position of Company Secretary & Compliance Officer of the Company w.e.f. closure of business hours on 15^th February 2023 temporarily and in her place, Ms. Rickee Bisla was appointed as an Interim Company Secretary & Compliance Officer of the Company w.e.f. 16^th February 2023.

â¢ In terms of the provisions of Section 152 of the Act, Ms. Kalliopi Tsiagka (DIN: 09053187), Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company. Being eligible, she has offered herself for re-appointment. The Board members recommends her appointment at the ensuing AGM for due consideration and approval of members of the Company.

Further, apart from the above stated facts, there was no change in composition of the Board of Directors.

All Directors of the Company have provided declarations to the fact that they are not debarred from holding the office of Director by virtue of any SEBI order or any other Statutory Authority as required under the Circular dated June 20, 2018 issued by BSE.

The Board is of the opinion that independent directors as well as the director(s) proposed to be appointed/re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity, which are beneficial to the Company and its stakeholders. The list of key skills, expertise and core competencies of the Board is provided in the CG Report which forms an integral part of this Annual Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)

As per the provisions of the Listing Regulations, the Company has taken a Directors and Officers Liability Insurance (D&O) on behalf of all directors including Independent Directors and Officers, of the Company for indemnifying any of them against any liability alleged for any negligence, default, misfeasance, breach of duty or breach of trust.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called "the Listing Regulations/SEBI (LODR) Regulations, 2015"), a separate report on Corporate Governance is enclosed as a part of this Annual Report. The Company has complied with the Corporate Governance requirements as stipulated under the Listing Regulations except one inadvertent non-compliance duly reported in Corporate Governance report. A certificate from M/s. B S R & Co. LLP, Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance is annexed and forms part of the Annual Report.

DECLARATIONS BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149, Schedule IV of the Companies Act, 2013 along with rules framed thereunder and Regulation 16 & 25 of the Listing Regulations and are not disqualified to act as Independent Directors. Also, in the opinion of the Board of the Company, all Independent Directors of the Company have integrity, expertise, experience as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof). All the Independent Directors of the Company have complied with the provisions of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to their registration in databank.

Independent Directors are also familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

BOARD MEETINGS

During the year under review, the Board of Directors of the Company met nine (9) times. The details of meetings of the Board of Directors held during the financial year 2022-23 and attendance thereof are disclosed in the Corporate Governance Report, which forms an integral part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the executives of the Company & subject to the disclosures in the financial statements for the financial year ended 31^st March 2023, in terms of the provisions of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the year ended on 31^st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2023 and of the profit/loss of the Company for the period ended 31^stMarch 2023;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) the Company is following up the proper internal financial controls and such internal financial controls are adequate and are operating effectively; and

f) the Company has devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

PERFORMANCE EVALUATION

The evaluation criteria of the Company can be accessed at https:// singerindia.com/wp-content/uploads/2019/07/Board-Diversitv-policy-and-evaluation-criteria.pdf.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are disclosed in the Corporate Governance Report, which is an integral part of this report. All the recommendations of the Audit Committee have been duly accepted by the Board whenever made by the Committee during the year.

NOMINATION AND REMUNERATION POLICY

The powers, role, and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The role includes formulation of criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees, formulation of criteria for evaluation of Independent Directors and the Board, devising a policy on diversity of Board of Directors, and identification of persons who are qualified to become directors and who may be appointed in senior management, etc. Brief details of the Nomination & Remuneration Policy are provided in the Corporate Governance Report.

The Nomination & Remuneration Policy of the Company can be accessed at https://singerindia.com/wp-content/ uploads/2022/07/Nomination-and-remuneration-policy.pdf.

Details of remuneration under Section 197 of the Act and read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is stated in Annexure- II, which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems and procedures designed to effectively control the operations at its various functions. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures which have also been reviewed/modified periodically to further enhance the control aspects. The audit scope, methodology to be used, reporting framework are defined well in advance, subject to consideration of the Audit Committee of the Company. The Internal Auditors evaluate the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Internal Auditors carried out quarterly procedures to verify effectiveness and efficacy of internal controls and their findings are reviewed by the management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies & Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Control and Systems followed by the Company.

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section

133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy to identify the risks associated with the business of the Company. The Board, where appropriate, periodically reviews the significant risks to mitigate the risk exposure. More details are given in the Management Discussions and Analysis Report in the Annual Report.

The Risk Management Policy of the Company in terms of provisions of Section 134(3)(n) of the Act read with the Listing Regulations is in place and can be accessed at https://singerindia.com/wp-content/uploads/2019/07/Risk-Management-Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee and has formulated a CSR Policy. indicating the activities to be undertaken by the Company. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities as prescribed under the CSR Rules is set out as Annexure -III, forming part of this Report.

The CSR Policy of the Company can be accessed on the Company''s website at https://singerindia.com/wp-content/uploads/2022/07/ CSR-POLICY 2021.pdf.

During the year under review, the Company had taken initiatives to run skill development centers for the benefit of the underprivileged women & men whereby they are being trained to develop their skills in the field of sewing, embroidery work and other related work to make them self-proficient and independent working member of their family. These CSR initiatives are implemented through Corporates/ Trusts/Societies/NGOs/Other Institutions. These projects/activities are also in accordance with Schedule VII of the Act.

The Company had spent Rs.25.99 Lakhs during the financial year ended 31^st March 2023 on these skill development centers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on matters related to the business performance as stipulated under the Listing Regulations forms a separate section of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company had adopted a policy for prevention of Sexual Harassment of Women at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints relating to sexual harassment at

workplace of any employee. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy.

The Company periodically conducts sessions for employees across the organization to build awareness about the POSH Policy and the provisions of POSH Act.

The Company has not received any sexual harassment complaints during the year 2022-23 nor any complaint is pending at the end of the year 2022-23.

The Prevention of Sexual Harassment Policy of the Company can be accessed at Company''s website at https://singerindia.com/ wp-content/uploads/2019/07/Policv-against-Sexual-Harassment-at-Workplace.pdf.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://singerindia.com/investors/annual-return/.

RELATED PARTIES TRANSACTIONS

Your Company has adopted a related party transactions policy. The Audit Committee reviews the policy from time to time and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the related party transactions policy. The Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at arm''s length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company during the year under review. The disclosures relating to related parties are explained in Note 36 in the notes to accounts attached to the Financial Statements. The particulars of contracts or arrangements with related parties referred to in subsection (1) of Section 188 of the Act in the prescribed Form AOC-2 is annexed as Annexure- IV.

The policy of the Company on Related Party Transactions can be accessed at https://singerindia.com/wp-content/ uploads/2022/07/updated-RELATED-PARTY-TRANSACTION-POLICY-2022.pdf.

VIGIL MECHANSISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report about the genuine concerns, unethical behavior, fraud or violation of Company''s Code of Conduct and leakage/ suspected leakage of Unpublished Price Sensitive Information with respect to the Company. No person has been denied access to the Chairman of the Audit Committee.

The Company has not received any complaints during the year 2022-23 nor any complaint is pending at the end of the year 202223 in respect to whistle blower policy.

The said policy of the Company can be accessed at https://singerindia.com/wp-content/uploads/2023/03/ WHISTLEBLOWER-POLICY.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s operations in future.

STATUS OF APPEALS OF UNSECURED CREDITORS UNDER THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) REHABILITATION SCHEME

The Order passed by the Hon''ble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) dated 22^nd December 2015 in respect to the litigation with the nine unsecured creditors is in appeals before the Hon''ble Delhi High Court and Supreme Court. Meanwhile, the Company had amicably settled out of the Court with seven parties out of these nine litigating parties.

As the current status, the Hon''ble Supreme Court passed a judgment on 17^th March 2023. The Supreme Court has decided in favour of Singer India Limited and other parties who had argued that on approval of a rehabilitation scheme under the Sick Industries Companies Act, 1985, an unsecured creditor does not have an option to not accept the scaled down value of its dues and recover the debt with interest post such rehabilitation.

STATUTORY AUDIT

M/s B S R & Co LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022), are the Statutory Auditors of the Company, who were re-appointed for a second term of five (5) years at the 44^th Annual General Meeting (''AGM'') held on 26^thSeptember 2022 to hold the office from the conclusion of the 44^thAGM of the Company upto the conclusion of the 49^th AGM of the Company.

M/s B S R & Co LLP, Chartered Accountants, (Firm Registration Number 101248W/W-100022), the Statutory Auditors of the Company has given their report(s) on the financial statements of the Company for the financial year ended 31^st March 2023, which forms part of the Annual Report. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules framed thereunder, M/s. H.O. Gulati & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ending 31^st March 2023. The Report of the Secretarial Audit is annexed herewith as Annexure - V.

There are no qualifications, reservations, adverse remarks, comments, observations or disclaimer made by the Secretarial Auditors in their report.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company had appointed for the financial year 2022-23, M/s. KAMG & Associates, Chartered Accountants, as an Internal Auditor to conduct the Internal Audit of the Company. Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee as on-going basis to improve efficiency in operations. During the financial year 2022-23, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the SEBI Circular dated 8^th February 2019 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. H.O. Gulati & Co., Practicing Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended 31^st March 2023 and was submitted to the stock exchange.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standard on meetings of the Board of Directors (''SS-1'') and the Secretarial Standard on General Meetings (''SS-2'') issued by the Institute of Company Secretaries of India.

COST RECORDS

During the year ended 31^st March 2023, the Company is engaged in Manufacturing and primarily in trading of Sewing Machines & related accessories and trading of Home Appliances. More than 90% of revenue generated by the Company comes from the trading activities, therefore, the turnover generated from the manufacturing activity is below the threshold limit to come under the purview of Cost Audit as per Section 148 of the Companies Act, 2013. Therefore, the Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-II to this Report.

The Board of Directors wishes to thank all employees for their contributions to the Company''s operations throughout the year. The Company''s growth has been aided by the collective spirit of cooperation among all levels of personnel, as well as their sense of ownership and devotion.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure - VI to this Report.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016, during the financial year 2022-23.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one-time settlement, therefore, the same is not applicable.

CAUTIONARY STATEMENT

Statements in this ''Director''s Report'' & ''Management Discussion and Analysis'' describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations including raw material/fuel availability and its prices, cyclical demand and pricing in the Company''s principle markets, changes in the Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and appreciation to SINGER, our Shareholders, all our customers, dealers/ distributors, suppliers and banks, authorities, Government of Jammu & Kashmir, members and associates for their co-operation and support at all times and to all our employees for their valued contribution to the growth and profitability of your Company''s business and look forward to their continued support. We are deeply grateful for the confidence and faith that our stakeholders have always reposed in us.

Mar 31, 2018

TO THE MEMBERS

The Directors have great pleasure in presenting the Fortieth Annual Report and the audited financial statements for the financial year ended on 31st March 2018.

FINANCIAL RESULTS Amounts in Rupees Lacs except for EPS

	For the Financial year	For the Financial
Particulars	ended on	year ended on
	31st March 2018	31st March 2017
Revenue from Operations	42,157.90	36,880.41
Other Income	131.51	192.63
Total Income	42,289.41	37,073.04
Gross Profit Before Depreciation, Interest and Tax (PBDIT)	1,434.85	1,245.30
Finance cost	56.45	12.91
Depreciation & Amortisation expense	115.30	106.92
Profit / (Loss) Before Exceptional items & Tax	1,263.10	1,125.47
Exceptional Items net (Loss) / Gain	-	-
Provision for Tax Expenses	367.08	363.04
Profit / (Loss) After Tax	896.02	762.43
Other Comprehensive Income	(2.49)	(3.93)
Total Comprehensive Income	893.53	758.50
Earnings per Equity share of Rs.2/- Basic (Rs.)	1.66	1.41
Earnings per Equity share of Rs.2/- Diluted (Rs)	1.66	1.41

OPERATIONS

The revenue from operations recorded for the financial year ended 31st March 2018 (FY 18) was Rs. 42,158 lacs as compared to Rs. 36,880 lacs in the previous financial year ended 31st March 2017 (FY 17) thus showing a growth of 14%. The growth was relatively lower due to the lingering impact of demonetization in November 2016 and implementation of the Goods and Service Tax (GST) during the year. The impact was more manifest on the sewing machine business. While the home appliances business at Rs. 11,311 lacs in the FY 18 witnessed a growth of 40%, the sewing machines and related accessories business at Rs. 30,847 lacs in FY 18 grew by 7% only. The Company responded by targeting Government business in sewing machines and educating our dealers and distributors to digitize to the extent possible.

The sewing machines and related accessories business accounted for 73% (78% in FY 17) of the revenue and the home appliances business accounted for 27% (22% in FY 17) of the revenue. The home appliances business had recorded consistent growth ever since your Company re-launched its home appliances division. This is in line with the Companyâs strategy to focus on both business verticals viz. sewing machines and home appliances. Higher growth could be expected from the home appliances business in the future.

Your Company is continuing to strengthen its distribution network and to revamp the product range to increase its m arket share in both the product segments. Improving after sales service continue to be a priority area for your Company and simultaneously working on product quality up-gradation. The alternate channels like e-commerce are being focused to improve the visibility of your brand and presence.

During the FY 18 many new products like Washing machines, Gas tops, Microwave Ovens, Solar chargeable lights were added to the product range in the home appliances. Many more product offerings like items for personal grooming and other products in the Kitchen appliances segment are in the offering to enhance the product portfolio in the home appliances segment.

PROFITABILITY

The profit before tax in FY 18 at Rs 1263.10 lacs (Rs. 1125.47 lacs in FY 17) improved by 12% and profit after tax at Rs. 896.02 lacs (Rs 762.43 lacs in FY 17) improved by 18%. The home appliances business segment recorded a positive contribution (before tax, finance cost and un-allocable items) of Rs.15 Lacs in FY 18 as against a negative contribution (before tax, finance cost and un-allocable items) of Rs. 250 Lacs in FY 17

The Companyâs paramount objective would be to improve its profitability by focusing upon the profitable businesses and optimizing the product mix, targeting higher margins in the businesses wherever possible and cutting down unproductive costs and at the same time strengthening its brand to realize its untapped potential.

The working capital cycle needs improvement and the Company is continuously working upon this task.

HUMAN CAPITAL

Relations with employees continued to be cordial and harmonious. HR policies of the Company are aimed at attracting, motivating and retaining employees at all levels.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

SUB-DIVISION OF EQUITY SHARES

The shareholders of the Company had approved the subdivision of each Equity Share having a face value of Rs 10 into five Equity Shares with a face value of Rs 2 each. The corporate action date of sub-division at the stock exchange was effective from 17th January 2018.

DIVIDEND

Based on Companyâs better performance in yet another year, the Board of Directors recommend a dividend of Rs.0.75 per equity share of Rs. 2 each (37.5%) for the financial year ended 31st March 2018.

The dividend, subject to the approval of the Members at the Annual General Meeting on 26th July 2018, will be paid to the Members whose names appear in the Register of Members as of the close of business hours on 16th July 2018.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had transferred Rs. 34,249 on 1st September 2017 in the IEPF pursuant to the provisions of section 125 of Companies Act, 2013.

PUBLIC DEPOSITS

During the year under review your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013.

The unclaimed amount of past Fixed Deposits was Rs. 25,000 (Principal) and Rs. 9,249 (Interest) to one depositor who has not furnished his original deposit receipts or indemnities. The depositor had not claimed the amount despite reminders. This unclaimed amount has been deposited with the Investor Education and Protection Fund of the Central Government within the prescribed time on 1st September 2017 in the current financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any loan, or given any guarantee or provided any security and/or made investments and thus the compliance of Section 186 of the Companies Act, 2013 is not applicable.

SUBSIDIARY COMPANIES

Singer India Trading Limited, the wholly owned subsidiary of the Company, stands dissolved as per the Order passed by the Honâble Delhi High Court on 13-03-2018. Copy of the Order has been filed with the Registrar of Companies within the statutory period as per the Act.

Your Company had acquired 100% of the equity share capital of Brand Trading (India) Private Limited (BTIPL) on 11th April 2018. BTIPL is now a wholly owned Subsidiary of the Company.

DEPOSITORY SYSTEM

The Companyâs shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 99.60% of the total shareholding of the Company was held in dematerialized form as on 31st March 2018.

DIRECTORS

Mr. Gavin Walker, Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Resolution seeking your approval on this item along with profile of the Director and the terms and conditions are included in the Notice convening the Annual General Meeting.

CORPORATE GOVERNANCE

DECLARATIONS BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under provisions of the Listing Regulations.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The terms & conditions of a ppo i n tm en t o f I n d ep en d en t D i rectors ca n be accessed at http://www.singerindia.net/investor-relations/ independent-directors/

DIRECTORSâ RESPONSIBILITY STATEMENT

On the basis of Compliance certificates received from the executives of the Company & subject to the disclosures in the annual accounts & also on the basis of the discussions with the Statutory Auditors/Internal Auditors of the Company from time to time your Directors make the following statements, Pursuant to Section 134 (3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the twelve months period ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Companyâs Internal Auditors have conducted periodic audits to provide reasonable assurance that the Companyâs established policies and procedures have been followed.

BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17 of Listing Regulations the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The evaluation criteria of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of the Managerial Remuneration Policy are provided in the Corporate Governance Report.

The Nomination & Remuneration Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

These financial statements are the first financial statements of the Company under Ind AS.

Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed financial statements.

RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy to identify the risks associated with the business of the Company on a periodical basis and review the minimization programs to mitigate them. More details are given in the Management Discussions and Analysis report in the Annual Report.

The Risk Management Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities provided in Annexure 3 to this Report. The CSR Policy of the Company can be accessed at http://www.singerindia.net/empowerment/

During the year under review, the Company had taken an initiative to run skill development centers for the benefit of the underprivileged women & men whereby they are being trained to develop their skills in the field of sewing, embroidery work and other related work to make them selfproficient and independent working member of their family.

The Company had spent Rs.35.99 Lacs during the financial year ended 31st March 2018 on these skill development centers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Listing Regulations forms part of this report and annexed thereto.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company had adopted a policy for prevention of Sexual Harassment of Women at workplace and had set up a Committee for implementation of said policy.

During the Financial year ended 31st March 2018, the Company had not received any complaint of harassment.

The Prevention of Sexual Harassment Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 are provided in Annexure 2 of the report.

RELATED PARTIES TRANSACTIONS

All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at armâs length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company. Hence Form AOC- 2 under these rules is not applicable to the Company. The disclosures relating to related parties are explained in Note 35 in the Notes to Accounts attached to the Balance sheet.

The policy of the Company on Related Party Transactions can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

VIGIL MECHANSISM / WHISTLE BLOWER POLICY

During the Financial year ended 31st March 2018 under review, there were no cases pertaining to whistle blower policy.

The said policy of the Company can be accessed at http://www.singerindia.net/about-us/policy/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companyâs future operations.

STATUS OF APPEALS OF UNSECURED CREDITORS UNDER THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) REHABILITATION SCHEME

The Order passed by the Honâble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) dated 22.12.2015 in respect to the litigation with the nine unsecured creditors is in appeals before the Honâble Delhi High Court and Supreme Court. Meanwhile the Company had amicably settled out of the Court with seven parties out of these nine litigating parties.

STATUTORY AUDITORS AND AUDITORSâ REPORT

As per requirement of Section 139 of Companies Act 2013 M/s B S R & Co LLP, is the Statutory Auditors of the Company which requires ratification of their appointment at the ensuing Annual General Meeting of the Company. The said ratification as the Statutory Auditor required the approval of the shareholders, the same has been sought in the ensuing Annual General Meeting.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. H O Gulati & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March 2018 is provided as Annexure-1. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company.

INTERNAL AUDIT

During the Financial year ended 31st March 2018, your Company has engaged the services of M/s Ray & Ray, Chartered Accountants, as Internal Auditors to carry out the Internal audit of the Company. The reports of the Internal auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of Internal controls.

PARTICULARS OF EMPLOYEES

No employee of the Company was drawing remuneration of Rupees one crore and two lacs or more, if employed for full year or Rupees eight lacs and fifty thousand or more per month if employed for part of the year. Therefore, the information required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

Information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 4 to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and appreciation to SINGER, all our customers, dealers/distributors, suppliers and banks, authorities, Government of Jammu & Kashmir, members and associates for their co-operation and support at all time and to all our employees for their unstinted contribution to the growth and profitability of your Companyâs business and look forward to the continued support.

For and on behalf of the Board of Directors of

SINGER INDIA LIMITED

Place: New Delhi P N Sharma

Date : 28th May 2018 CHAIRMAN

Mar 31, 2017

TO THE MEMBERS

The Directors have great pleasure in presenting the Thirty Ninth Annual Report and the audited accounts for the financial year ending on 31^st March 2017.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars	For the financial year (12 months) ended 31^st March 2017	For the nine months period ended 31^st March 2016
Sales & Services	37,270.14	23,939.59
Other Income	262.84	178.10
Total	37,532.98	24,117.69
Profit before finance cost, depreciation & impairment and Tax & Exceptional items	1,315.35	963.15
Finance cost	7.20	3.26
Depreciation, amortization and impairment	106.92	72.32
Profit before tax & Exceptional Items	1,201.23	887.57
Exceptional Items	-	-
Profit before tax	1,201.23	887.57
Tax - Current and Deferred (Including adjustments related to earlier years) (Income)/Expenditure	395.65	289.16
Profit after tax	805.58	598.41
Balance brought forward	2452.63	2237.32
Accumulated Balance	3258.21	2,835.73
Proposed Dividend (Refer notes to Accounts note 37)	-	268.58
Dividend Tax (Refer notes to Accounts note 37)	-	54.68
Transfer to General Reserve	-	59.84
Balance Carried Over	3258.21	2452.63

OPERATIONS

The total revenue from operations recorded for the financial year ended 31^st March 2017 (12 months) was Rs. 37,270 lacs as compared to Rs. Rs.23,940 lacs in the nine months period ended 31^st March, 2016. The Sewing Machines and related accessories business at Rs 29,136 lacs accounted for 78 % (previous period 86 %) of the total revenue and the balance Rs 8,134 lacs came from the Domestic Appliances business which accounted for 22 % (previous period 14%) of the total revenue. Both these business verticals increased over the prior year and have sequentially grown in the last six years ever since your Company had re-launched home appliances division. The increase in contribution of home appliances business to the total business is in line with the Company''s strategy to grow this business as a lot of potential exists in this segment. The export business of sewing machines at Rs. 850 lacs accounted for 2.3 % of the total revenue of the Company and also increased significantly during the year under reporting.

The growth momentum was temporarily impacted to some extent with the demonetization of some the denominations of the currency in November 2016 particularly in the sewing machines segment where sales remained under pressure for a while in certain regions. The Company responded quickly to educate our business partners to switch over to digital payments methods to revive the business.

The Company is continuing to strengthen its distribution as also to revamp its product range to increase its market share in both the product segments. Enhancing Customers delight has been a top priority of your Company in the recent past years. The after sales service set up has sufficiently been geared up to enhance the customers'' satisfaction and work will remain in progress for improving this further simultaneously working on product quality up-gradation. The alternate channels like e-commerce and modern retail are simultaneously being focused to improve the visibility of our brand and presence. Many new products like increased range of air coolers and water heaters/ room heaters and electric fans were added to the product range in the home appliances during the year under reporting. Many more product offerings like micro wave ovens, items for personal grooming and other products in the Kitchen appliances segment are in offering to enhance the product portfolio in the home appliances segment.

The profit before tax and after tax for financial year ended 31^st March 2017 amounted to Rs. 1201.23 lacs (Rs. 887.57 lacs in the previous period of nine months) and Rs.805.58 lacs (Rs. 598.41 lacs in the previous period of nine months) respectively. The home appliances division reduced its losses (before allocation of common expenses) from Rs. 182.34 Lacs in the period of 9 months ended 31^st March 2016 to Rs.165.42 Lacs in the year under reporting.

INDUSTRIAL RELATIONS

Industrial relations remained cordial and harmonious during financial year ended 31^st March 2017.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company.

DIVIDEND

The Board of Directors, at their meeting held on 18th May, 2017 recommended a dividend of Rs 3.5 per equity share of face value of Rs. 10 each for the financial year ended 31^st March, 2017.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid to the shareholders as on the close of business on 07th July 2017.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company had transferred Rs.23,110 on 16th September, 2016 and Rs 2,81,012 on 02nd March, 2017 pursuant to the provisions of section 125 of Companies Act, 2013.

FIXED DEPOSITS

The unclaimed and unpaid amount of Fixed Deposits as on 31^st March 2017 was Rs. 25,000 (Principal) and Rs.9,249 (Interest) to one depositor who has not furnished his original deposit receipts or indemnities. The depositor had not claimed the amount despite reminders. This balance amount will be deposited with the Investor Education and Protection Fund of the Central Government within the prescribed time in the current financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

SUBSIDIARY COMPANIES

Singer India Trading Limited, the wholly owned subsidiary of the Company, had filed for voluntary winding up under the provisions of the Companies Act, 1956. The liquidator appointed by the shareholders of Singer India Trading Limited has completed all formalities and filed his report with the Official Liquidator. The winding up matter of Singer India Trading Limited is pending with the Official Liquidator as of now.

DEPOSITORY SYSTEM

The Company''s shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 99.58% of the total shareholding of the Company was held in dematerialized form as on 31^st March 2017.

Mr. Gavin Walker retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The profile of the Director to be re-appointed has been given in the notice of the Annual General Meeting (AGM). The Board recommends the above re-appointment. Resolution seeking your approval on this item along with the terms and conditions are included in the Notice convening the Annual General Meeting.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called âthe Listing Regulationsâ), a separate report on Corporate Governance is enclosed as a part of this Annual Report, duly certified by M/s Ray & Ray, Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance.

DECLARATIONS BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under provisions of the Listing Regulations.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The terms & conditions of appointment of Independent Directors can be accessed at http://www.singerindia. net/investor-relations/independent-directors/

DIRECTORS'' RESPONSIBILITY STATEMENT

of the Company from time to time your Directors make the following statements, pursuant to Section 134 (3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2017 and of the profit of the Company for the twelve months period ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Companyâs Internal Auditors have conducted periodic audit(s) to provide reasonable assurance that the Companyâs established policies and procedures have been followed.

BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties &

- Singer India Limited Annual Report 2016-2017 obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The evaluation criteria of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

RISK MANAGEMENT

The Company has laid down a well defined Risk Management Policy to identify the risks associated with the business of the Company on a periodical basis and review the minimization programs to mitigate them. More details are given in the Management Discussions and Analysis report in the Annual Report.

The Risk Management Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company had taken an initiative to run skill development centers for the benefit of the underprivileged women & men whereby they are being trained to develop their skills in the field of sewing, embroidery work and other related work to make them self-proficient and independent working member of their family.

The Company had spent Rs.35.73 Lacs during the financial year ended 31^st March 2017 on these skill development centers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Listing Regulations forms part of this report and annexed thereto.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company had adopted a policy for prevention of Sexual Harassment of Women at workplace and had set up a Committee for implementation of said policy. During the financial year ended 31^st March, 2017, the Company had not received any complaint of harassment.

The Prevention of Sexual Harassment Policy of the Company can be accessed at http://www.singerindia. net/investor-relations/policies-codes/

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 are provided in Annexure 2 of the report.

RELATED PARTIES TRANSACTIONS

All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at armâs length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company. Hence Form AOC-2 under these rules is not applicable to the Company. Moreover the disclosures relating to related parties are explained in Note 41 in the Notes to Accounts attached to the Balance sheet.

The policy of the Company on Related Party Transactions can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

VIGIL MECHANSISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. During the Financial year ended 31^st March, 2017 under review, there were no cases pertaining to whistle blower policy.

The said policy of the Company can be accessed at http://www.singerindia.net/about-us/policy/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

STATUS OF APPEALS OF UNSECURED CREDITORS UNDER THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) REHABILITATION SCHEME

The Order passed by the Honâble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) dated 22.12.2015 in respect to the litigation with the unsecured creditors is in appeals before the Honâble Delhi High Court / Supreme Court. Meanwhile the Company has amicably settled out of the Court with seven parties out of these nine litigating parties.

STATUTORY AUDITORS AND AUDITORS'' REPORT

As per requirement of Section 139 of Companies Act 2013 there is a proposal to appoint M/s B S R & Co, as the Statutory Auditors of the Company in place of existing auditors, M/s Ray & Ray, Chartered Accountants who are due for retirement at the ensuing Annual general meeting of the Company. The Company has received a Certificate from the proposed Auditors to the effect that the appointment, if made, would be within the limits prescribed under Section 141(g) of the Companies Act 2013. The said appointment as the Statutory Auditors required the approval of the shareholders, the same has been sought in the ensuing Annual General Meeting.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. H O Gulati, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31^st March 2017 is provided as Annexure-1. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company.

INTERNAL AUDIT

During the financial year ended 31^st March, 2017, your Company has engaged the services of M/s S S Kothari Mehta & Company, Chartered Accountants, as Internal Auditors to carry out the Internal audit of the Company. The reports of the Internal Auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditors also scrutinizes the audit plan and the adequacy of Internal controls.

PARTICULARS OF EMPLOYEES

No employee of the Company was drawing remuneration of Rupees one crore two lacs or more, if employed for full year or Rupees eight lacs and fifty thousand or more if employed for part of the year, so information required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable on the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the assistance and co-operation received from the Government of J & K, SINGER, the Company''s valued customers, members, investors, employees, bankers, suppliers and dealers/distributors.

For and on behalf of the Board of Directors of

SINGER INDIA LIMITED

Place: New Delhi P N Sharma

Date: 18^th May 2017 CHAIRMAN

Mar 31, 2016

TO THE MEMBERS

The Directors have great pleasure in presenting the Thirty Eighth Annual Report and the audited accounts for the period of nine months from 1st July 2015 ending on 31st March, 2016.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars	For the nine months period ended 31st March 2016	For the year ended 30th June 2015
Sales & Services	23,939.59	28,496.84
Other Income	178.10	223.80
Total	24,117.69	28,720.64
Profit before finance cost, depreciation & impairment and Tax & Exceptional items	963.15	1,065.40
Finance cost	3.26	3.60
Depreciation, amortization and impairment	72.32	82.00
Profit before tax & Exceptional Items	887.57	979.80
Exceptional Items	-	20.13
Profit before tax	887.57	959.67
Tax - Current and Deferred (Including adjustments related to earlier years) (Income)/Expenditure	289.16	319.47
Profit after tax	598.41	640.20
Balance brought forward	2,237.32	1,989.37
Depreciation adjustment	-	(5.13)
Accumulated Balance	2,835.73	2,624.44
Dividend	268.58	268.58
Dividend Tax	54.68	54.68
Transfer to General Reserve	59.84	63.86
Balance Carried Over	2,452.63	2,237.32

FINANCIAL YEAR

The Company in compliance with Section 2(41) of the Companies Act, 2013 will henceforth have 1st April to 31st March as its financial year instead of 1st July to 30th June being adopted before and hence the current financial year is for the period of nine months commencing 1st July, 2015 and ended on 31st March, 2016.

OPERATIONS

Your Company progressed further during the period under review and could deliver another good year of performance growing over the prior year despite the challenges manifold. The total turnover recorded for the nine months period ended 31st March, 2016 was Rs. 2 3,940 lacs as compared to Rs. 28,497 lacs in the last twelve months period ended 30th June 2015. The Sewing Machines and related accessories business at Rs. 20,689 lacs accounted for 86.4% of the total revenue and the balance Rs. 3,251 lacs came from the Domestic Appliances business which accounted for 13.6% of the total revenue. Both these business verticals grew over the prior year. The growth in business was a result of our focused approach to various business strategies; on product/pricing/channel improvement coupled with improving the operational efficiencies.

The strategy of the Company continues to increase its market share in its core business of Sewing Machines with immense brand equity the Company possesses in this product line. Simultaneously the Company leveraging out the brand recall it enjoys in the households would expand its turnover base by adding the products in the Domestic Appliances division aiming at a respectable market share in this product line as well where huge potential exists. The Company would enter all possible channels including the e-commerce and modern retail stores to reach the customers for targeting broad-based growth. The products quality with enhanced customer service levels will be targeted in line with the brand expectations. While the Sewing Machines business include all type of sewing machines for the household and also select models for the artisan and semi - industrial purpose, the emphasis continues on promoting its Zig Zag mechanical, electronic and computerized sewing machines in the Fashion Maker series by providing home demonstrations to the customers. The Domestic Appliances business includes a wide range of kitchen appliances, air-coolers and heating products. This product line is being revamped with addition of new products / replacing the existing products wherever required as a continuous process.

The profit before tax and after tax for the nine months period ended 31st March 2016 amounted to Rs.887.57 lacs (Rs.959.67 lacs in the previous year) and Rs.598.41 lacs (Rs.640.20 lacs in the previous year) respectively.

INDUSTRIAL RELATIONS

Industrial relations remained cordial and harmonious during the nine months period ended 31st March 2016.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company.

DIVIDEND

The Board of Directors, at their meeting held on 28th May, 2016 recommended a dividend of Rs 2.5 per equity share of face value of Rs. 10 each for the period of 9 months ended 31st March, 2016. The dividend rate on annualized base would be equivalent to 33 %.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid to the shareholders as on the close of business on 29th July, 2016.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.59.84 lacs to the General Reserve out of the amount available for appropriation.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, the Company had transferred Rs. 42,856 on 4th September 2015 pursuant to the provisions of section 205C of Companies Act, 1956.

FIXED DEPOSITS

The unclaimed and unpaid amount of Fixed Deposits as on 31st March 2016 was Rs. 2.05 lacs (Principal) and Rs.1.10 lacs (Interest) to thirteen depositors who have not furnished their original deposit receipts or indemnities. These depositors had not claimed the amount despite reminders. Out of this amount, Rs. 1.80 lacs (including interest of Rs.1.01 lacs) will be deposited with the Investor Education and Protection Fund of the Central Government within the prescribed time in the current financial year and the balance amount in the subsequent year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During period under review, your Company has not made any loan, or given any guarantee or provided any security and/or made investments and thus the compliance of Section 186 of the Companies Act, 2013 is not applicable.

SUBSIDIARY COMPANIES

Singer India Trading Limited, the wholly owned subsidiary of the Company, had filed for voluntary winding up under the provisions of the Companies Act, 1956. The liquidator appointed by the shareholders of Singer India Trading Limited has completed all formalities and filed his Report with the Official Liquidator. The winding up matter of Singer India Trading Limited is pending with the Official Liquidator as of now.

DEPOSITORY SYSTEM

The Company''s shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 99.57% of the total shareholding of the Company was held in dematerialized form as on 31st March, 2016.

DIRECTORS

Mr. Gavin Walker retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The profile of the Director to be re-appointed has been given in the Corporate Governance Report. The Board recommends the above re-appointment. Resolution seeking your approval on this item along with the terms and conditions are included in the Notice convening the Annual General Meeting.

CORPORATE GOVERNANCE

DECLARATIONS BY INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The terms & conditions of appointment of Independent Directors can be accessed at http://www.singer india.net/?page id=41/#termconditions

KEY MANAGERIAL PERSONNEL

Mr. Ashish Srivastava had resigned from the post of Company Secretary w.e.f. 28.07.2015 and Mr. Richin Sangwan had been appointed as Company Secretary w.e.f. 29.07.2015 and designated as the Key Managerial Personnel of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the nine months period ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company''s Internal Auditors have conducted periodic audit(s) to provide reasonable assurance that the Company''s established policies and procedures have been followed.

BOARD EVALUATION

The evaluation criteria of the Company can be accessed at http://www.singerindia.net/?page id= 41/#policies

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Policy of the Company can be accessed at http://www.singerindia.net/? page id=41/#policies

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

RISK MANAGEMENT

The Risk Management Policy of the Company can be accessed at http://www.singerindia.net/?page id =41/#policies

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the period under review, the Company had taken an initiative to run skill development centers for the benefit of the underprivileged women & men whereby they are being trained to develop their skills in the field of sewing, embroidery work and other related work to make them self-proficient and independent working member of their family.

The Company had spent Rs.17.03 Lacs during the nine months period ended 31st March, 2016 on these skill development centers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Listing Regulations forms part of this report and annexed thereto.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company had adopted a policy for prevention of Sexual Harassment of Women at workplace and had set up a Committee for implementation of said policy. During the nine months period ended 31st March, 2016, the Company had not received any complaint of harassment.

The Prevention of Sexual Harassment Policy of the Company can be accessed at http://www.singer india.net/?page id=41/#policies

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 are provided in Annexure 2 of the Report.

RELATED PARTIES TRANSACTIONS

All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were are at arm''s length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company. Hence Form AOC-2 under these rules is not applicable to the Company. Moreover the disclosures relating to related parties are explained in Note 42 in the Notes to Accounts attached to the Balance sheet.

The policy of the Company on Related Party Transactions can be accessed at http://www.singer india.net/?page id=41/#policies

VIGIL MECHANSISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. During the nine months period ended 31st March, 2016 under review, there were no cases pertaining to whistle blower policy.

The said policy of the Company can be accessed at http://www.singerindia.net/?page id=3759

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

STATUS OF APPEALS OF UNSECURED CREDITORS UNDER THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) REHABILITATION SCHEME

The Order passed by the Hon''ble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) dated 22.12.2015 in respect to the litigation with the unsecured creditors is in appeals before the Hon''ble Delhi High Court / Supreme Court. Meanwhile the Company has amicably settled out of the Court with seven parties out of these nine litigating parties.

STATUTORY AUDITORS AND AUDITORS'' REPORT

The Statutory Auditors of the Company, M/s Ray & Ray, Chartered Accountants were appointed by the members in the 36th Annual General Meeting for a period of 3 years until the conclusion of the 39th Annual General Meeting subject to the ratification by the shareholders at every Annual General Meeting. The Company has received a Certificate from the Auditors to the effect that the appointment, if made, would be within the limits prescribed under Section 141(g) of the Companies Act 2013. Members'' ratification for the appointment of Statutory Auditor has been sought in the Notice convening the Annual General Meeting of the Company.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. H O Gulati, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the nine months period ended 31st March, 2016 is provided as Annexure-1 . There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company.

INTERNAL AUDIT

During the nine months period ended 31st March, 2016, your Company has engaged the services of M/s S S Kothari Mehta & Company, Chartered Accountants, as Internal Auditors to carry out the internal audit of the Company. The reports of the internal auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of internal controls.

PARTICULARS OF EMPLOYEES

No employee of the Company was drawing remuneration of Rupees Sixty Lacs or more, if employed for full year or Rupees Five Lacs or more if employed for part of the year, so information required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable on the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors of

SINGER INDIA LIMITED

Place: New Delhi P N Sharma

Date : 28th May, 2016 CHAIRMAN

Jun 30, 2014

Dear Members,

The ectors have pleasure In presenting this Thirty Sixth Annual Report and the audited accounts tor the year ended 30th June 2014.

FINANCIAL RESULTS (Rs. in lacs)

For the year For the year ended ended 30th June 2014 30th June 2013

Sales & Services 24.334,89 19 691.73

Other Income 164.14 334.67

Total 24.499.03 20,076.40

Profit before finance cost, depreciation & impairment and 995.65 1,001.26 lax

Finance cost 8.05 5.24

Depreciation, amortization and impairment 67.46 53.96

Profit before tax 920.14 937.08

Tax - Current and Deferred (Including adjustments related earlier yearsHlncome)/Expenditure 222.7 (595.02)

Profit after lax 697,37 1,532,10

Balance broughl forward 1,520.24 253.29

Accumulated Balance 2,217.61 1.735.39

Dividend 161,15 161,15

Dividend Tax 32.22 27.39

Transfer to General Reserve 34,87 76.61

Balance Carried Over 1,989-37 1,520,24

OPERATIONS

Total revenue tor the year ended 30th June 2014 increased by 22% to Rs. 244,99 crores from Rs.200 76 crores in the previous year While domestic sewing revenue at Rs. 217.96 crores gnew by 13% Over prior year, the small appliances businoss. a relatively new business segment of your Company, gt Rs. 22.37 crams grow by 77%. The small appliances business accou nted for 9 3% of the total bu si ness of your Company i n (he year u nde r review The Company al so started export of sewing machines dunnglhe year which amounttoRs. 3.01 crores (18000) sewing machines

The Company's business strategy continues to be to expand snail appliances business, while zealously protecting its cere sewing ousiness. Your Company is strengthening its organization, revamping customer care and tagistres support. It is also Increasing its product portfolio to prepare for future expansion. As a result the selling and administrative expenses have increased during the year.

The profit before tax and after tax for the year amounted to Rs. 9.20 crores (Rs. 9.37 crores m the previous year) and Rs. 6.97 crores (Rs. 15.32 crones in the previous year) respectively. In the year under review, lower other income at Rs 1 04 crores as against Rs.3.65 crores in the previous year and tax expense at Rs. 2.23 crores as against tax benefit of Rs. 5.95 crores in the previous year impacted profits.

"Hie Company managed to remain almost debt tree and couid maintain sufficient liquidity to manage its wurking capital for expanding the business

The Company woutd work on improving manpower productivity while simultaneously pursuing cost reduction programs to sustain growth with profitability.

DIVIDEND

The Board of ectors at their meeting held on 27ih August, 2014 recommended a dividend of Rs. 1 50 per equity share of face value of Rs. 10 each for the financial year ended 30lh June. 2014

The dividend, if approved at the forthcoming Annual General Meeting, will be paid to the shareholders as on the dose of business on 1st November, 2014. As per Income Tax Act. 1961, the tax on the dividend will be borne by the Company.

STATUS ON THE REHABILIATION SCHEME APPROVED BY THE BOARD FOR INDUSTRIAL AND financialrecoimstruction

The Hon'hte Board for Industrial and Financial Reconstruction {BIFR} in the hearing held on 26th February 2013 discharged your Company from the purview ofSICA/BIFR.

The appeals filod by the Company and some of the unsecured creditors on the quantum of amount to be paid to them under the Scheme sanctioned by BIFR are pending adjudication before the Hon'bte Appellate Authority for Industrial and Financial Reconstruction (AAJFR)

MANUFACTURING

Operations of the Company's manufacturing Unit al Jammu re-started from 3rd July 2013. Production is progressing as perl the target.

SUBSIDIARY COMPANIES A CONSOLIDATED FINANCIAL STATEMENTS

As stated earlier, Hrmec India Limited and Singer India Trad i ng Llimited, the two wholly owned su bsidia ries of the Company had filed for voluntary winding up under Ihe provisions of the Companies Act. 1956. The liquidator appornled by the shareholders of Himec India Limited and Singer India Trading Limited has completed all formalities and filed his Report with the Official Liquidator. The matter is pending now wJh the Official Liquidator's office for filing the winding up petition in the High Court of Delhi. Therefore, the accounts of these companies have not been prepared -

ECTORS

M r Gavin Wal kef retires by rofol ion at the en sg in g Annual General Meeting and being eligible offer for reappointment.

Mr. F. N. Sharma. Mr. Ajit Kumar, Mr. Deepak Sabhanival and Mrs. Madhu Vij are sought to be appointed as Independent ectors of the Company under Sections 149 and152 and other applicable provisions of the Companies Act. 2013 at the ensuring Annual General Meeting.

Tenure of Mr Rajeev Baja: Managing ector of the Company will come to an end on 30th September 2014 The Board ef ectors in their meeting held on 27th August. 2014 has re-appointed Mi Bajaj as Managing ector for a further period of three years effective from tstday of October. 2014

The profile of the ectors to be re-appointed and appointed have been given in the Corporate Governance Report.

The Board recommends (he above re-appointment/ appointments. Resolutions seeking your approval on these Hems along with the terms and conditions are included in the Notice convening the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with Stock Exchange is enclosed as A nn e x une A

The Company has repaid all depositors along wilh in tere st d ue a 5 p er the c: i red ion s of the Hon 'b le D eih i Hi gh Court except for the unclaimed amount of Rs-2.55 lacs (Principal) and Rs.1.31 lacs (Interest) to 20 depositors who have noi furnished the original deposit receipts or indemnifies. These depositors have nol claimed the amounl despite reminders.

DEPOSITORY SYSTEM

The Company's shares are available for demate rial Matron with National Securities Depository Ltd. (NSDL) and Centra I Deposi lory Services (L) Ltd (CDSL) 99.55 % of the total shore hoi ding of the Company was held in demateriallzed form as on 30th June, 2014

AU DI TO R S AN D A EJOITO RS'REPORT

M/s Ray & Ray, Chartered Accountants, stalulory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeling. and being eligible, offer themselves tor re-appointment 'Notice under section 139 of the Companies Act, 2013 has been received from the au d ifors confirmi ng 1 hei r el ig I biBty to act a s Aud itors of the Company.

The Audi tors' in the ir report to the Mem bers ha ye qualified their opinion on Note 41 of the financial statement relating to remuneration paid/provided in respect of Non- execu live Chairman. which i s self explan atory.

DEVELOPMENT, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGAND OUTGO

A statement giving details of conservation ot energy, technology absorption, foreign exchange earnings and outgo in accordance will1, the Companies (Disclosure of Particulars m the Report of Board of ectors) Rules. 1998 is annexed hereto and forms a part of this Report.

EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 read wHh the Companies (Particulars of Employees) (Amendment) Rules. 1994 forming part aflhts report Is annexed hereto.

The ectors wish to place on record their deep appreciation for the support and contribution made by all the employees of Ihe Company

IN DU S TRIAL R E L ATIO NS

Industnal relations remained cordial and harmonious during the year

As required under Clause 49 of (he Listing Agreement, a Separate report on Corporate Governance is enclosed as a part of this Annual Report, duly certified by Mfo Ray S Ray, Chartered Accountants, the Auditors of the Company, confirming Ihe compliance of the conditions of Corporate Governance. The Company has set up Prevention of Sexual Harassment Commiltoc and has taken all steps required to frame and Implement ihe Whistleblower Policy and Risk Management Policy as a pa rt o f good govema nee.

ECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act. 1956 with respect to ectors' Responsibility Statement, it is hereby confirmed

i) That in the preparation of the annual accounts, ihe applicable accounting standards had been followed along with proper explanations relating to material departures;

II) Thai tho ectors had selected such accounting policies and applied them consistently and made ludgmcnls and estimates that are reasonable and prudent so as to give a true and fair view of the stale of affairs at the Company at the end of the financial year and to the profit or loss of Ihe Company lor that period;

mi) That the ectors had taken proper and sufficient care for the maintenance of adequate accounting records -in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

Lv) T hat the ectors had pre pared the ann ual a coounts on a going concern basis,

ACKNOWLEDGEMENT

The ectors place on record their appreciation for the assistance and co-operation received from Ihe J & K Government, SINGER, Ihe Company's valued customers, members, investing public, employees, bankers. suppiiers a nd d eal ers/d islnbutors.

FOR AND ON BEHALF OF THE BOARD

Place: New Delhi K K.GJPTA Data: 27th August. 2014 CHAIRMAN

Jun 30, 2010

The Directors have pleasure in presenting the Thirty Second Annual Report and the audited accounts for the Fifteen months period ended 30th June 2010.

FINANCIAL RESULTS

(Rs. in Crores)

For the15 months For the year

period ended ended

30th June 31st March

2010 2009

Sales & Services 111.79 70.60

Other Income 1.38 2.23

113.17 72.83 Profit/(Loss) before Interest, Depreciation & impairment and tax, contingencies and

exceptional items 8.42 2.17

Interest & bank charges 0.33 0.48

Depreciation 0.69 0.66 Profit / (Loss) before tax

and exceptional items 2.76 0.92 Exceptional items-Income/ (Expenditure) 0.10 19.84

Profit / (Loss) before tax 2.66 20.76 Tax (Including adjustments

related to earlier years) 0.21 0.13

Profit / (Loss) after tax 2.45 20.63 Balance of loss from

previous years 14.66 49.38

Balance carried forward 12.21 14.66

EXTENSION OF THE CURRENT FINANCIAL YEAR

The financial year of the Company was extended from 31st March 2010 to 30th June 2010 and accordingly accounts have been made for the period of fifteen months ended 30th June 2010.

OPERATIONS

Our focus during the period under review remained on strengthening and improving the Companys core business of sewing products. The emphasis was given on strengthening and expanding the distribution network and improving the product mix. As a result the turnover increased from Rs. 70.6 Crores from the pervious year ended 31st March 2009 to Rs. 111.79 Crores during the 15 months period ended 30th June 2010. The prices of sewing products had also witnessed a sharp increase this year due to rise in cost of production and thus a part of the increased turnover came from price increases.

The operations remained profitable as selling and administrative expenses remained within the budgeted levels. Your Company recorded a profit of Rs. 7.4 crores before taking into account the extraordinary /exceptional items and a profit of Rs. 2.45 crores after recording all items including taxes during the period of 15 months ended 30th June 2010.

The Companys financial position has strengthened after completing capital restructuring and accounting of the reliefs and concessions granted by the Honble Board for Industrial and Financial Reconstruction (BIFR) as the Company expects to be net worth positive in near future. The Companys growth strategies will be redrafted once the financial position further strengthens.

DIVIDEND

In view of the accumulated losses, no dividend is recommended for the period under review.

STATUS ON THE REHABILIATION SCHEME APPROVED BY THE BOARD FOR INDUSTRIAL AND FINANCE RECONSTRUCTION (BIFR)

As the members were informed last year, the Honble BIFR had approved the rehabilitation scheme vide its order dated 28th April 2008 which included one time settlement with the secured creditors (Consortium of Banks), reduction of existing capital against accumulated losses, infusion of new capital by the Promoters and remission of a portion of other unsecured liabilities including external commercial borrowings from the Promoters.

The Company has largely implemented the scheme by completing the capital restructuring including the

additional new subscription by its Promoters, settling with the Secured Creditors and a part of the Unsecured Creditors. However, the Honble AAIFR vide its order dated 21.05.2010 on an appeal filed by some of the Unsecured Creditors has set aside the portion of the Scheme relating to the Unsecured Creditors on the ground that they were not given an opportunity to be heard by the Honble BIFR and directed BIFR to give them an opportunity to be heard. Accordingly, the BIFR has started proceedings to hear them. The order on an appeal filed by the Company before the AAIFR on certain impugned provisions of the Scheme is awaited. The appeal filed by National Small Industries Corporation, a shareholder of the Company, before the Honble Delhi High Court against capital restructuring has been dismissed.

The operations at Jammu manufacturing Unit remained suspended. The Company has settled with some workers and has offered to remaining workers to take their settlements. Meanwhile the Company had commenced contract manufacturing of sewing machines during the period under review.

SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS

Himec India Limited and Singer India Trading Limited, the wholly owned subsidiaries of the Company had filed for voluntary winding up under the provisions of the Companies Act, 1956. The liquidator appointed by both the shareholders of Himec India Limited and Singer India Trading Limited has completed all necessary formalities and filed his Report with the Official Liquidator and the matter is pending now with the Official Liquidators office for filing the winding up petition in the High Court of Delhi. Therefore the accounts of these companies have not been prepared.

SHARE CAPITAL

The Share Capital of the Company increased during the period under review by Rs 5.33 crores by issue of 53,27,900 equity shares of Rs. 10 each to Singer ( India) B.V. Netherlands, the Promoters, as a part of the Scheme sanctioned by the Hon/ble BIFR.

This included 8,27,900 equity shares of Rs. 10 each issued against converting 10% of their ECB loan to the Company.

DIRECTORS

During the period under review, Mr. Hemaka Amarasuriya resigned as Director w.e.f 27th July 2009. The Board of Directors places on record its appreciation for the services rendered by him.

Mr. Rajeev Bajaj who was earlier appointed as an alternate director to Mr. Hemaka Amarasuriya had resigned as the Alternate Director effective 27th July 2009 and was appointed as a Director w.e.f 27th July 2009 to fill the vacancy caused by the resignation of Mr Amarasuriya. He was designated as the Finance Director & CFO w.e.f 27th July 2009. Further he was re-designated as Managing Director of the Company w.e.f. 1st day of October, 2010 by the Board of Directors of the Company in their Meeting held on 29th day of September, 2010. Notice has been received from a member pursuant to section 257 of the Companies Act, 1956 along with the requisite deposit proposing his candidature for the office of Director. His appointment as the Whole-time Director was approved by the members in the Annual General Meeting held on 13th August 2009 for a period of three years effective 1st October 2008. This was also approved by the Central Government vide its letter dated 17th August 2009 and 23rd December 2009.

During the period Mr. A.K. Rastogi was appointed as Special Director by the Honble BIFR on 23.06.2009 and retired on 31.03.2010. Mr. K. K. Goel was appointed as a Special Director in place of Mr. A. K. Rastogi by the Honble BIFR effective 23.04.2010. The Board of Directors places on record its appreciation for the services rendered by him

Mr. P.N. Sharma and Mr. Ajit Kumar, Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The profile of Directors to be appointed and reappointed has been given in the Corporate Governance Report.

Management Discussion and Analysis Report as required under the Listing Agreement with Stock Exchange is enclosed as Annexure A.

FIXED DEPOSITS

As stated before, the Company has been making repayments to Fixed Depositors as per the original scheme approved by the Honble Company Law Board ( CLB) vide order dated 11th April 2007 wherein the repayments were rescheduled. The Company had filed an application for review of the sanctioned scheme for the repayment of deposits and also for reduction of interest rate with the Honble Company Law Board which was not approved vide its Order dated 25th June 2009 by which it had directed the Company to repay all outstanding deposits and interest within a period of three months from the date of Order. In an appeal filed before the Honble High Court of Delhi , the High Court had stayed the said Order of the CLB. The Company had, however, continued to make repayments as per the original sanctioned scheme and has repaid all depositors their principal amount except 30 Depositors amounting to Rs. 4.24 lacs who have not claimed refund by surrendering their Fixed Deposit Receipts. They are being regularly reminded to surrender their FDR receipts for repayment. The Company has also settled a substantial portion of interest liability pursuant to the one time settlement reached with some of the Depositors.

DEPOSITORY SYSTEM

The Companys shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). As on June 30, 2010, 21.76% of the total shareholding of the Company was held in dematerialized form.

AUDITORS

M/s Ray & Ray, Chartered Accountants of the Company, hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

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