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Directors Report of Singer India Ltd.

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 31st March 2017.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars

For the financial year (12 months) ended 31st March 2017

For the nine months period ended 31st 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 31st March 2017 (12 months) was Rs. 37,270 lacs as compared to Rs. Rs.23,940 lacs in the nine months period ended 31st 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 31st 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 31st March 2016 to Rs.165.42 Lacs in the year under reporting.

INDUSTRIAL RELATIONS

Industrial relations remained cordial and harmonious during financial year ended 31st 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 31st 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 31st 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

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, 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 31st 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 “the Listing Regulations”), 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

On the basis of Compliance certificates received from the executives of the Company & subject to the disclosures in the annual accounts & also on the basis of the discussions with the Statutory Auditors/Internal Auditors

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

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

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2017 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 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 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

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 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 SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems and procedures designed to effectively control the operations at its various functions. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures which have also been reviewed/modified by a firm of Chartered Accountants to further enhance the control aspects. Planned periodic reviews are carried out by Internal Audit covering operations and their findings are reviewed by the management and by the Audit Committee of the Board of Directors. The Company also migrated to ERP platform ( Microsoft Navision ) during the year under review as a process to enhance its controls and management information system.

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.

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 self-proficient and independent working member of their family.

The Company had spent Rs.35.73 Lacs during the financial year ended 31st 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 31st 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 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 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 31st 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 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

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 31st 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 31st 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.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure 5 to this Report.

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: 18th 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

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”), 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.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

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

a. that in the preparation of the annual 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;

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

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

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

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

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

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/?page id= 41/#policies

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/? page id=41/#policies

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. Planned periodic reviews are carried out by Internal Audit covering operations and their findings are reviewed by the management and by the Audit Committee of the Board of Directors.

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

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/?page id =41/#policies

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.singer india.net/?page id=43

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

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 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.

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 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.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure 5 to this Report.

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 : 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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