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Notes to Accounts of Singer India Ltd.

Mar 31, 2023

Expenses relating to leases of low-value assets

Further, The total cash outflow relating to lease payments during the year amounts to Rs. 121,16 (31 March 2022 - Rs. 143,86),

*The Company has also taken certain warehouses on lease with contract terms of one or less than one year. These leases are short term leases on which the Company has elected not to recognise Right-of-use assets and lease liabilities for these leases.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when these fall due.

*On 13 November 2019, the Board of the Brand Trading (India) Private Limited (hereinafter ''the erstwhile subsidiary company'') accorded its consent for the commencement of voluntary liquidation of its affairs, subject to the approval of its shareholders, creditors and any other concerned party. Further, the erstwhile subsidiary company, in its Extraordinary General Meeting held on 31 January 2020, formally resolved to windup the operations and accordingly, appointed a liquidator. As at 31 March 2023, the liquidation proceedings are in process.

Due to the fact that certain products were slow moving or realizable below cost, the Company made a write down amounting to Rs. 145,27 (31 March 2022: Rs. 35.75). The write-down is included in cost of materials consumed or Changes in inventories of finished goods, stock-in-trade and work-in-progress.

d. Terms / rights attached to equity shares

The Company has only one class of equity share. The par value of the shares is Rs. 2 per share. Each holder of the equity share is entitled to one vote per share and is entitled to dividend, declared if any. The paid up equity shares of the Company rank pari-pasu in all respects, including dividend. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

* During the year ended 31 March 2023, Retail Holdings (India) B.V. (RHIBV) ("erstwhile holding company") has sold in the open market their shareholding of 22.34% in Singer India Limited. This has resulted in a change in the direct shareholding of Retail Holdings (India) BV. (RHIBV) from 57.65% to 35.31% in Singer India Limited. The above change in shareholding has been intimated by the Company to the Bombay Stock Exchange via letters dated 16 August 2022. Further, during the year, following the allotment of equity shares on 4th February 2023 through preferential issue, has resulted in further reduction of shareholding of RHIBV from 35.31% to 31%.

h. Other Notes

During the year ended 31 March 2010, in compliance with the rehabilitation scheme sanctioned by the Board for Industrial and Financial Reconstruction (BIFR), 9,177,900 equity shares having a face value of Rs. 10 each were allotted through preferential basis as fully paid up to Retail Holdings (India) B. V. Netherlands, the erstwhile holding company. Out of these, 827,900 equity shares of Rs. 10 each were allotted by converting 10% amount borrowed from the erstwhile holding company in the form of external commercial borrowing.

a. Provision for litigation and related disputes includes estimates made mainly for probable claims arising out of litigations / disputes pending with sales tax authorities and other creditors. The probability and the timing of the outflow with regard to these matters depends on the ultimate settlement / conclusion with the relevant parties.

b. Product warranty and return costs are determined using reasonable estimates based on costs incurred in the past and are provided for in the year sale is made. These include free replacements, breakages, returns etc. in respect of sewing machines and domestic appliances. The Company expects to incur the related expenditure over the next year.

Sensitivity analysis for key assumptions used:

If expected cost differ by 10% from management''s estimate, while holding all other assumptions constant, the provision for warranty and other cost may increase/ decrease by Rs. 42.84 (31 March 2022: Rs. 52.29).

The other non-current financial assets represents bank deposits pledged as securities with government authorities, the carrying value of which approximates the fair values as on the reporting date.

There has been no transfers between Level 1, Level 2 and Level 3 for the year ended 31 March 2023 and 31 March 2022.

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Senior Management. Discussions on valuation and results are held between the Senior Management and valuation team atleast once every quarter in line with the Company''s quarterly reporting periods.

b. The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk ;

â¢ Liquidity risk ;

â¢ Market Risk - Interest rate ; and

â¢ Market Risk - Foreign currency Risk management framework

The Board of Directors of the Company is responsible for framing, implementing and monitoring the risk management plan for the Company. It is responsible for reviewing the risk management policy and ensuring its effectiveness.

The Company''s risk management policy is established to identify and analyse the risks faced by the Company to set appropriate risks limits and controls and to monitor risks and adherence to limits. Risk management policy is reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Board of Directors of the Company oversee how management monitors compliance with Company''s risk management policy and procedures and reviews the adequacy of the risk management framework in relation to the risk faced by the Company.

(i) Credit risk

The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet

Paritculars	As at 31 March 2023	As at 31 March 2022
Trade receivables	3,96750	4,984.07
Cash and cash equivalents	2,546.75	2,344.43
Bank balances other than cash and cash equivalents	5,625.14	83.48
Other current and non- current financial assets	169.10	154.38
Investment in Brand Trading (India) Pvt Ltd.	199.54	191.64

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

Credit risk on cash and cash equivalents, bank deposits (included in other financial assets) and other bank balances is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. The loans primarily represents security deposits given to lessor for lease of office and other commercial premises. Such deposit will be returned to the Company on vacation of these premises. The credit risk associated with such deposits is relatively low.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in India and certain parts of South Asia.The Company does monitor the economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.

The Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available internal credit risk factors such as the Company''s historical experience for customers. Based on the business environment in which the Company operates, management considers that the trade receivables are in default (credit impaired) if the payments are more than 90 days past due. However, the Company based upon past trends, determine an impairment allowance for loss on receivables outstanding for more than 360 days past due.

Majority of trade receivables are from domestic customers, which are fragmented and are not concentrated to individual customers. Trade receivables as at year end consists Rs. 2,253.31 (31 March 2022: Rs. 3,049.15) relating to revenue generated from sewing machines and related accessories and Rs. 1,714.19 (31 March 2022: Rs. 2,356.79) relating to revenue generated from domestic appliances business.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company''s approach to manage liquidity is to have sufficient liquidity to meet it''s liabilities when they are due, under both normal and stressed circumstances, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company believes that its liquidity position, including total cash (including margin deposits, excluding bank deposits under lien, interest accrued but not due and unpaid dividend) of Rs. 8,146.75 as at 31 March 2023 (31 March 2022: Rs. 2,348.27) anticipated future internally generated funds from operations, and its fully available, revolving undrawn credit facility of Rs. 2,500.00 (31 March 2022: Rs. 2,250.00) will enable it to meet its future known obligations in the ordinary course of business. However, if a liquidity needs were to arise, the Company believes it has access to financing arrangements, value of unencumbered assets, which should enable it to meet its ongoing capital, operating, and other liquidity requirements. The Company will continue to consider various borrowing or leasing options to maximize liquidity and supplement cash requirements as necessary.

The Company''s liquidity management process as monitored by management, includes the following:

- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

- Maintaining rolling forecasts of the Company''s liquidity position on the basis of expected cash flows.

- Maintaining diversified credit lines.

(iii) Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk namely: interest rate risk and currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

A. Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s borrowings with floating interest rates.

Exposure to interest rate risk

The Company''s interest rate risk arises majorly from the borrowings carrying floating rate of interest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Company''s borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows:

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company''s operating, investing and financing activities.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against below currencies at 31 March 2023 and 31 March 2022 would have affected the measurement of financial instruments denominated in foreign currency and affected Statement of Profit and Loss by the amounts shown below. This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Sensitivity analysis

The following table details the Company''s sensitivity to a 1% increase and decrease in the Rs. against the relevant foreign currency. The sensitivity analysis includes only outstanding foreign exchange contracts as tabulated above and adjusts their translation at the period end for 1% change in foreign currency rates. A positive number below indicates an increase in profit before tax or vice-versa.

30 Capital Management

The primary objective of the management of the Company''s capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to mitigate the effect of unforeseen events on cash flows. Management also monitors the return on equity

The Board of directors regularly review the Company''s capital structure in light of the economic conditions, business strategies and future commitments.

For the purpose of the Company''s capital management, capital includes issued share capital, securities premium and all other equity reserves. Debt includes cash credit facilities, working capital demand loan and term loan from banks.

During the financial year ended 31 March 2023, no significant changes were made in the objectives, policies or processes relating to the management of the Company''s capital structure.

31 Contingent liabilities (to the extent not provided for)

The Company is a party to various indirect taxation disputes and legal claims, which are not acknowledged as debts as detailed below. Significant management judgement is required to ascertain that it is not probable that an outflow of resources embodying economic benefits will be required to settle the taxation disputes and legal claims.

The Company is in legal proceedings for various disputed legal matters related to various creditors, ex-employees, Value Added Tax (VAT) and other commercial matters that arise from time to time in the ordinary course of business. The amounts involved in these proceedings, not acknowledged as debt, are:-

Particulars	As at	As at
Particulars	31 March 2023	31 March 2022
Value added tax / sales tax	2712	54.80
Others	791.57	82794
Total	818.69	882.74

The Company believes, based on advice from counsels/experts, that the views taken by authorities are not sustainable and accordingly no provision is required to be recorded in the books of account.

Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements / decisions pending with various forums/ authorities. Accordingly, the above mentioned contingent liabilities are disclosed at undiscounted amount.

The Supreme Court on 28 February 2019 has provided its judgment regarding inclusion of other allowances such as travel allowances, special allowances, etc within the expression ''basic wages'' for the purpose computation of contribution of provident fund under the Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 (''EPF Act''). There are interpretive challenges on the application of the Supreme Court Judgment including the period from which judgment would apply, consequential implications on resigned employees etc. Further, various stakeholders have also filed representations/ review petition with PF authorities and the Supreme Court respectively. All these factors raises significant uncertainty regarding the implementation of the Supreme Court Judgment.

Owing to the aforesaid uncertainty and pending clarification from regulatory authorities in this regard, the Company has recognized provision for the PF contribution on the basis of above mentioned order with effect from the order date. Further, the management believes that impact of aforementioned uncertainties on the financial statements of the Company should not be material.

32 During the year ended 31 March 2022, the Company had entered into an agreement to sell vacant leasehold land which was subject to approval by the local authorities. During the year ended 31 March 2023, the Company obtained permission to transfer leasehold rights from the respective local authorities and transferred the lease in July 2022. The Company recorded the sale of land and resultant profit (before tax) amounting to Rs.724.39 lakhs (net of expenses), in the current year which has been presented as exceptional item and the same is attributed to sewing machines and related accessories segment.

33 Commitments
Particulars	As at	As at
Particulars	31 March 2023	31 March 2022
a. Estimated amount of contracts remaining to be executed on capital account and other commitments, and not provided for in the books of account [net of advance Rs. 46.32 (31 March 2022: Rs. 63.18)]	54.64	73.50
	54.64	73.50

34 Employee benefits

The Company contributes to the following post-employment benefit plans in India.

Defined contribution plan

(a) The Company pays provident fund contributions to Company''s provident fund trust except contribution towards pension fund which is being paid to the appropriate government authorities, at rate specified as per regulations.

An amount of Rs. 141.03 (31 March 2022: Rs. 131.70) has been recognised as an expense in respect of the Company''s contribution to Provident Fund deposited with the relevant authorities and has been shown under Employee benefits expense in the Statement of Profit and Loss.

(b) The Company pays Employees State Insurance contributions to the appropriate government authorities at rate specified as per regulations.

An amount of Rs. 6.87 (31 March 2022: Rs. 6.63) has been recognised as an expense in respect of the Company''s contribution to Employees State Insurance deposited with the relevant authorities and has been shown under Employee benefits expense in the Statement of Profit and Loss.

(c) The Company pays Super Annuation Fund contributions to Life Insurance Corporation of India the appropriate government authorities at rate specified as per regulations.

An amount of Rs. 781 (31 March 2022: Rs. 781) has been recognised as an expense in respect of the Company''s contribution to Super Annuation Fund deposited with the relevant authorities and has been shown under Employee benefits expense in the Statement of Profit and Loss.

Defined benefit plan

Provident fund

The Company contributes a portion to the Singer India Limited Employees'' Provident Fund Trust. The Trust invests in specific designated instruments as permitted by Indian law. The rate at which the annual interest is payable to the beneficiaries by the Trust is being administered by the government. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate.

Gratuity

The Company makes annual contribution to a gratuity fund administered by trustees and managed by Life Insurance Corporation of India (LIC). Every employee is entitled to the benefit equivalent to 15 days of total gross salary last drawn for each completed year of service. Gratuity is payable to all eligible employees of the Company on retirement or separation or death or permanent disablement in terms of the provisions of the Payment of Gratuity Act. The Company accounts its liability for future gratuity benefits based on actuarial valuation, as at balance sheet date, using the projected unit credit method. Liability for employee benefit has been determined by an actuary in conformity with the principles set out in the Indian Accounting Standard 19, the details of which are as hereunder.

The sensitivity analysis are based on a change in above assumption while holding all other assumptions constant. The changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied, as has been applied when calculating the provision for defined benefit plan recognised in the Balance Sheet.

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous years. Risk exposure:

The defined benefit plan is exposed to a number of risks, the most significant of which are detailed below:

a. Investment risk:

The present value of the defined benefit obligation is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

b. Interest rate risk:

A decrease in bond interest rate will increase the plan liability.

c. Longevity risk:

The present value of the defined plan liability is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy will increase the plan''s liability.

35 Segment reporting

A. Basis for Segment reporting

Factors used to identify the entity''s reportable segments, including the basis of organisation

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.

The principal activities of the Company comprises selling of sewing machines, related accessories and domestic appliances. Accordingly, the Company has two reportable segments as follows:

â¢ Sewing machines and related accessories

â¢ Domestic appliances

Segment revenue and expenses:

Segment revenue and expenses represents revenue and expenses that are either directly attributed to individual segments or are attributed to individual segments on a reasonable basis. The remainder of the revenue and expenses are categorized as unallocated which mainly comprises finance costs and other operating expenses and certain other income since the underlying assets/liabilities/ services are used interchangeably. The Company believes that it is not practical to provide segment disclosures relating to these unallocated revenue and expenses, and accordingly these are separately disclosed as "unallocated"''

Segment assets and liabilities:

Segment assets includes all operating assets used by a segment which are directly attributed to individual segments or are attributed to individual segments on a reasonable basis. Segment liabilities include all operating liabilities which are directly attributed to individual segments or are attributed to individual segments on a reasonable basis. The remainder of assets and liabilities are categorized as unallocated, since the Company believes that it is not practical to allocate the same over reportable segments on a reasonable basis.

41 The Company has established a comprehensive system of maintenance of information and documents that are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its international transactions with the associated enterprises are at arm''s length so that the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.

42 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

43 Additional information:

(i) No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

(iii) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(iv) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.-

(v) The Company is not part of any group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016).

(vi) There are no funds which have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vii) There are no funds which have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

a) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries,

Mar 31, 2018

1. Company Information / overview

Singer India Limited (the âCompanyâ) is a public limited company domiciled in India. The Company was incorporated on 19 October 1977 under the provisions of the Companyâs Act, 1956. The Companyâs registered office is at A-26/4, 2nd Floor, Mohan Co-operative Industrial Estate, New Delhi-110 044. The shares of the company are listed on BSE Limited (BSE). The Company is engaged in the business of trading / manufacturing of sewing machines, related accessories and in trading of domestic appliances.

2.a Basis of preparation

(i) Statement of compliance

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1 April 2017, with transition date of 1 April 2016, pursuant to notification issued by Ministry of Corporate Affairs dated 16 February 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the financial statements comply with Ind AS as prescribed under section 133 of the Companies Act, 2013 (the âActâ), relevant provisions of the Act and other accounting principles generally accepted in India.

The financial statements upto and for the year ended 31 March 2017 were prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended), as notified under section 133 of the Act (âPrevious Indian GAAPâ) and other relevant provision of the Act.

The financial statements for the year ended 31 March 2018 are the first financial statements of the Company prepared under Ind AS. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is included in Note 28.

The financial statements were authorised for issue by the Board of Directors of the Company on 28 May 2018.

(ii) Functional and presentation currency

These financial statements are presented in Indian Rupees (Rs.), which is also the Companyâs functional currency. All amounts are presented in Rs. lakhs and have been rounded-off to two decimal places, unless stated otherwise.

(iii) Basis of measurement

The financial statements have been prepared on the historical cost basis except certain financial assets and liabilities that are measured at fair value or amortised cost and net defined benefit asset or liability that is measured at fair value of plan assets less present value of defined benefit obligations.

(iv) Critical accounting estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates if any, are recognised prospectively.

Information about significant areas of estimation/uncertainty and judgements in applying accounting policies that have the most significant effect on the financial statements are as follows:

Note 2.(b) (xii) and 33- measurement of defined benefit obligations: key actuarial assumptions.

Note 2.(b) (vi) & (vii) - measurement of useful life and residual values of property, plant and equipment and intangible assets.

Note 2.(b) (xiii) and 31 - judgement is required to ascertain whether it is probable or not that an outflow of resources embodying economic benefits will be required to settle the taxation disputes and legal claim.

Note 2.(b) (x) - judgement is required to ascertain whether it is probable or not that an outflow of resources embodying economic benefits will be required to settle the claims for warranty and returns.

Note 2.(b) (viii) - judgement required to ascertain lease classification.

Note 2.(b) (iii) (iv) and 29 - fair value measurement of financial instruments.

Note 2.(b) (xviii) - judgement required to determine probability of recognition of deferred tax assets and MAT credit entitlement.

d. Terms / rights attached to equity shares

The Company has only one class of equity share. The par value of the shares issued was Rs.10 per share. With the approval of the members through postal ballot, the par value of the share was changed to Rs. 2 per share with effect from 18 January 2018 (Refer to Note 13 g (i)). Each holder of the equity share is entitled to one vote per share and is entitled to dividend, declared if any. The paid up equity shares of the Company rank pari-pasu in all respects, including dividend. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders,

g. Other Notes

(i) The shareholders of the Company approved the sub-division of each equity share having a face value of Rs. 10 into five equity shares having a face value of Rs. 2 each with effect from 18 January 2018 through postal ballot.

(ii) During the year ended 31 March 2010, in compliance with the rehabilitation scheme sanctioned by the Board for Industrial and Financial Reconsturction (BIFR), 9,177,900 equity shares having a face value of Rs. 10 each were alloted through preferential basis as fully paid up to Retail Holdings (India) B. V. Netherlands, (Formerly known as Singer (India) B. V.) the holding company. out of these, 827,900 equity shares of Rs. 10 each were alloted by converting 10% amount borrowed from the holding company in the form of external commercial borrowing.

General reserve are free reserves of the Company which are kept aside out of the Companyâs profits to meet the future requirements as and when they arise. The Company had transferred a portion of the profit after tax to general reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

* On 18 May 2017, the Board of Directors has recommended a final dividend of Rs. 3.50 per share (face value of Rs. 10 per share) for the financial year ended 31 March 2017 and the same was approved by the shareholders at the Annual General Meeting held on 20 July 2017.

**On 28 May 2018, the Board of Directors has recommended a final dividend of Rs. 0.75 per share (face value of Rs. 2 per share) for the financial year ended 31 March 2018, subject to approval of the shareholders in the upcoming Annual General Meeting.

Current maturities of term loan amounting to Rs.5.24 (31 March 2017 : Rs.Nil, 1 April 2016 : Rs.Nil) have been disclosed under âOther financial liabilitiesâ (Refer to Note 15.b)

Information about the Companyâs exposure to interest rate and liquidity risks is included in Note 29.

a. The above mentioned term loan sanctioned by Yes Bank Limited was repayable in 60 equal installments and is secured by first and exclusive charge on the underlying vehicle purchased.

b. Cash credit and working capital demand loan limit sanctioned by Yes Bank Limited of Rs. 1,700 (31 March 2017 : Rs. 500, 1 April 2016 : Rs. 250) is pledged by exclusive charge on entire current assets (including inventories, trade receivables, cash and bank balances and other current assets) (present and future) excluding current assets of Jammu factory and is currently carrying interest at 6 monthâs marginal cost of funds based lending rate (MCLR) 2% i.e. 10.55% (31 March 2017 : 10.55% and 1 April 2016 : 13.25%).

c. Cash credit limit sanctioned by Jammu and Kashmir Bank is Rs. 300 (31 March 2017 : Rs. 200, 1 April 2016 : Rs. 200) is secured by hypothecation of stocks and other chargeable current assets and assignment of book debts (present and future) of Jammu unit, mortgage of leasehold rights of the factory land measuring 40 Kanals (5 acres) alongwith building constructed thereupon and hypothecation of plant and machinery and moveable property, plant and equipments installed at factory on interest rate of MCLR 2% i.e. currently 10.80% (31 March 2017 : 10.80%). The cash credit facility is repayable on demand.

*Amount transferred to the Investor Education and Protection Fund - Rs. 0.34 (31 March 2017: Rs. 0.23, 31 March 2016: Rs. 2.81) The Companyâs exposure to currency and liquidity risk related to the above financial liabilities is disclosed in Note 29.

a. Provision for litigation and related disputes includes estimates made mainly for probable claims arising out of litigations / disputes pending with sales tax authorities and other creditors. The probablity and the timing of the outflow with regard to these matters depends on the ultimate settlement / conclusion with the relevant parties.

Sensitivity analysis for key assumptions used:

If expected cost differ by 10% from managementâs estimate, while holding all other assumptions constant, the provision for warranty and other cost may increase/ decrease by Rs. 51.83 (31 March 2017: Rs. 49.21).

As at 1 April 2016, the Company has recognised net deferred tax asset. The utilisation of the deferred tax asset is dependent on future taxable profits and reversal of existing taxable temporary differences. Further, the Company has recognised MAT credit entitlement which has been utilized in current year as well as in previous year. The utilisation of MAT credit entitlement (unused tax credits) is dependent on future taxable profits. The MAT credit entitlement is recognised as it is probable that future taxable profits will be available against which such MAT credit entitlement can be utilised.

3 Transition to Ind AS:

These are the Companyâs first financial statements prepared in accordance with Ind AS.

The Company has adopted Indian Accounting Standards (Ind AS) as notified under section 133 of the Companies Act, 2013, read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, with effect from 1 April 2017, with transition date of 1 April 2016, pursuant to notification issued by Ministry of Corporate Affairs dated 16 February 2015. Accordingly, the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and the opening Ind AS balance sheet as at 1 April 2016 have been prepared in accordance with Ind AS.

In preparing opening Ind AS balance sheet, the Company have adjusted amounts reported previously in the financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended), as notified under section 133 of the Act (âPrevious Indian GAAPâ) and other relevant provisions for the Act. An explanation of how the transition from Previous Indian GAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes.

a. Exemptions and exception availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from Previous Indian GAAP to Ind AS.

(i) Ind As optional exemptions

1 Deemed Cost

As per Ind AS 101, an entity may elect to use carrying values of all property, plant and equipment and intangible assets as recognised in the financial statements as at the date of transition to Ind AS, measured as per the Previous Indian GAAP and use that as its deemed cost as at the date of transition. Accordingly, the Company has elected to measure property, plant and equipment and intangible assets at their Previous Indian GAAP carrying values. Refer to Note 3 and 4.

2 Determining whether an arrangement contains a lease

Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind AS 17 for determining whether a contract or an arrangement existing at the date of transition contains a lease. If the entity elects the optional exemption, then it assesses whether the lease contracts / arrangements existing at the date of transition contain lease are based on the facts and circumstances existing at that date except where the effect is expected not to be material. The Company has elected to apply this exemption on the basis of facts and circumstances existing as at the transition date.

(ii) Ind As mandatory exceptions

1 Estimates

Under Ind AS 101, an entityâs estimates in accordance with Ind AS at âthe date of transition to Ind ASâ (i.e. 1 April 2016) or âthe end of the comparative period presented in the entityâs first Ind AS financial statementsâ (i.e. 31 March 2017), as the case may be, should be consistent with estimates made for the same date in accordance with the Previous Indian GAAP, unless there is objective evidence that those estimates were in error.

The Companyâs Ind AS estimates as at the transition date are consistent with the estimates made as at the same date made under Previous Indian GAAP. Key estimates considered in preparation of the financial statements that were not required under the Previous Indian GAAP are listed below:

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortised cost.

2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impractible

Accordingly, the Company has determined the classification of financial assets based on the facts and circumstances that exist on the date of transition to Ind AS.

b. Reconciliations between previous Indian GAAp and Ind As

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for previous periods. The following tables and notes represents the reoconciliations from Previous Indian GAAP to Ind AS.

(iv) There are certain reconciliation items between Cash Flow Statement prepared under Previous Indian GAAP and those prepared under Ind AS.

Under Previous Indian GAAP, movements in cash credit facilities and working capital demand loan repayable on demand, were reflected in cash flows from financing activities in the Cash Flow Statement. Under Ind AS, such cash credit facilities are included in cash and cash equivalents in the Cash Flow Statement.

(i) Employee benefits : Remeasurement of post employement benefit plans

Under Ind AS, remeasurements i.e. actuarial gains and losses on the net defined benefit liability are recognised in Other Comprehensive Income instead of Statement of Profit and Loss. Under Previous Indian GAAP these were forming part of the Statement of Profit and Loss for the year. As a result of this change, the employee benefit expense to the extent of actuarial loss amounting to Rs. 6.01 (net of taxes Rs. 3.93) for the year ended 31 March 2017 has been reduced and the same has been reclassified to Other Comprehensive Income. There is no impact on the other equity as at 31 March 2017.

(ii) provisions : proposed dividend

Under the previous Indian GAAP applicable before 1 April 2016, dividend proposed by the Board of Directors after the reporting period but before the approval of the financial statements were considered as adjusting events. Accordingly, the provision for proposed dividend was recognised as liability. Under Ind AS such dividends are recognised when the same is approved by the shareholders in the annual general meeting. Accordingly, the total liability recorded for proposed dividend and corporate dividend tax of Rs. 323.26 as at 1 April 2016 included in the provisions has been reversed with corresponding adjustment to reserves and surplus. Consequently, the other equity increased by Rs. 323.26 as at 1 April 2016.

(iii) Financial assets (Loans): Security deposits

Under Previous Indian GAAP, interest free security deposits (that are refundable in cash on completion of the term as per the contract) are recorded at their transaction value. Under Ind AS, such financial assets are required to be recognised initially at their fair value and subsequently at amortised cost. Difference between the fair value and transaction value of the security deposit has been recognised as deferred rent. Consequent to this change the amount of security deposit as on 31 March 2017 has decreased by Rs. 40.55 (1 April 2016 : Rs. 41.77) with a creation of deferred rent (included in other non-current and current assets) of Rs. 36.14 (1 April 2016 : Rs. 38.92). The other equity decreased by Rs. 2.85 as at 1 April 2016. The unwinding of security deposit happens by recognition of a notional interest income in Statement of Profit and Loss at effective interest rate. The deferred rent gets amortised on a straight line basis over the term of the security deposits. The profit and other equity for the year ended 31 March 2017 decreased by Rs. 1.53 due to amortisation of deferred rent by Rs. 9.25 (included in rent expenses) and increase in notional interest income of Rs. 7.72 recognised on security deposits (included in other income).

(iv) Allowances for impairment loss

On transition to Ind AS, the Company has recognised impairment loss on trade receiveables measured at amortised cost based on the Expected Credit Loss model as required by Ind AS 109. Consequently, Trade receivables have been reduced with a corresponding decrease in retained earnings on the date of transition (i.e. 1 April 2016) by Rs. 70.57 ( 31 March 2017 : Rs.150.81) and there has been an incremental loss allowance provision of Rs.80.24 for the year ended 31 March 2017

(v) property, plant and equipment

Under the Previous Indian GAAP, the Company had revalued its Leasehold land and Building (on leasehold land) based on professional valuation as at 30 June 2013 and had a balance of Rs. 892.07 in revaluation reserve on the date of transition. Under Ind AS, the Company has elected to measure its carrying values as per the Previous Indian GAAP as deemed cost at the date of transition. Consequently, on transition to Ind AS as at 1 April 2016, revaluation reserve amounting to Rs. 892.07 has been adjusted in retained earnings. Further, under the Previous Indian GAAP, the Company had revalued its Leasehold land and Building (on leasehold land) as at 31 March 2017 and had recognised incremental revaluation of Rs. 142.02 in its Land and Building asset block through revaluation reserve. Under Ind AS, the Company is following the cost model for subsequent measurement of all its property, plant and equipment and hence incremental revaluation impact of Rs. 142.02 taken as at 31 March 2017 as per Previous Indian GAAP has been reduced from the value of property, plant and equipment and other equity.

(vi) Deferred tax assets / liabilities (net)

Previous Indian GAAP requires accounting for deferred tax, using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. Under Ind AS, on transition to Ind AS as at 1 April 2016, revaluation reserve amounting to Rs. 892.07 has been adjusted in retained earnings and correspondingly deferred tax liability has been recognised amounting to Rs. 234.51. In addition, the various transitional adjustments led to temporary differences resulting in recognition of deferred tax asset amounting to Rs. 24.42. On the date of transition (i.e 1 April 2016), the net decrease in deferred tax assets is of Rs. 210.09 (31 March 2017: Rs. 175.37). The profit and other equity for the year ended 31 March 2017 have increased by Rs. 32.61 due to temporary differences.

(vii) Cash discount

Under Previous Indian GAAP, cash discounts to customers amounting to Rs. 467.66 were reported as other expenses in the Statement of Profit and Loss. Under Ind AS, these have been netted off from revenue.

(viii) Other Comprehensive Income

Under Previous Indian GAAP, there was no requirement to disclose any item of profit or loss in Other Comprehensive Income. However, Ind AS requires certain items of profit or loss to be reclassified to other comprehensive Income. Consequent to this, the Company has reclassifed remeasurement of defined benefit plans and its tax impact from Statememt of Profit and Loss to other comprehensive income.

(ix) Retained earnings

Retained earnings as at 1 April 2016 has been adjusted consequent to the above Ind AS transition adjustments.

4 Fair value measurement and financial instruments

a. Financial instruments - by category and fair values hierarchy

The following table shows the carrying amounts and fair value of financial assets and financial liabilties, including their levels in the fair value hierarchy.

(i) As at 1 April 2016

# The Companyâs borrowings majorly consist of cash credit facilities repayable on demand, which have been contracted at floating rates of interest, which resets at short intervals. Accordingly, the carrying value of such borrowings approximates fair value.

* The carrying amounts of trade receivables, trade payables, cash and cash equivalents, bank balances other than cash and cash equivalents and other current financial assets and other current financial liabilities, approximates the fair values, due to their short-term nature.

The other non-current financial assets represents bank deposits (due for maturity after twelve months from the reporting date) and bank deposits pledged as securities with government authorities, the carrying value of which approximates the fair values as on the reporting date.

The fair values for loans were calculated based on discounted cash flows using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

There has been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2018 and 31 March 2017.

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

The fair value of the remaining financial instruments is determined using discounted cash flow method.

Valuation process

b. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk ;

- Liquidity risk ;

- Market Risk - Foreign currency ; and

- Market Risk - Interest rate Risk management framework

The Board of Directors of the Company is responsible for framing, implementing and monitoring the risk management plan for the Company. They are responsible for reviewing the risk management policy and ensuring its effectiveness.

The Companyâs risk management policy is established to identify and analyse the risks faced by the Company to set appropriate risks limits and controls and to monitor risks and adherence to limits. Risk management policy is reviewed regularly to reflect changes in market conditions and the Companyâs activities.

The Board of Directors of the Company oversee how management monitors compliance with Companyâs risk management policy and procedures and reviews the adequacy of the risk management framework in relation to the risk faced by the Company.

(i) Credit risk

The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in India and certain parts of South Asia. The Company does monitor the economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.

On adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available internal credit risk factors such as the Companyâs historical experience for customers. Based on the business environment in which the Company operates, management considers that the trade receivables are in default (credit impaired) if the payments are more than 90 days past due. However, the Company based upon past trends, determine an impairment allowance for loss on receivables outstanding for more than 360 days past due.

Majority of trade receivables are from domestic customers, which are fragmented and are not concentrated to individual customers. Trade receivables as at year end consists Rs. 3,320.17 (31 March 2017: Rs. 2,075.01 , 1 April 2016: Rs. 1,765.39) relating to revenue generated from sewing machines and related accessories and Rs. 1,775.35 (31 March 2017: Rs. 1,542.78, 1 April 2016: Rs. 713.46) relating to revenue generated from domestic appliances business.

The Companyâs exposure to credit risk for trade receivables is as follows:

* The Company believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behaviour.

# The Company based upon past trends determine an impairment allowance for loss on receivables outstanding for more than 360 days past due.

The allowance for lifetime expected credit loss on customer balances as at 31 March 2018 is Rs. 302.92 (31 March 2017: Rs. 217.73, 1 April 2016: 135.29).

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Companyâs approach to manage liquidity is to have sufficient liquidity to meet itâs liabilties when they are due, under both normal and stressed circumstances, without incurring unacceptable losses or risking damage to the Companyâs reputation.

The Company believes that its liquidity position, including total cash (including margin deposits, excluding bank deposits under lien, interest accrued but not due on deposits and unpaid dividend) of Rs. 460.03 as at 31 March 2018 (31 March 2017: Rs. 478.18, 1 April 2016: Rs. 1,199.02) anticipated future internally generated funds from operations, and its fully available, revolving undrawn credit facility of Rs. 630.05 (31 March 2017: Rs. 369.30, 1 April 2016: Rs. 450.00) will enable it to meet its future known obligations in the ordinary course of business. However, if a liquidity needs were to arise, the Company believes it has access to financing arrangements, value of unencumbered assets, which should enable it to meet its ongoing capital, operating, and other liquidity requirements. The Company will continue to consider various borrowing or leasing options to maximize liquidity and supplement cash requirements as necessary

The Companyâs liquidity management process as monitored by management, includes the following:

- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

- Maintaining rolling forecasts of the Companyâs liquidity position on the basis of expected cash flows.

- Maintaining diversified credit lines.

Exposure to liquity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash flow amounts are gross and undiscounted, and includes interest accrued but not due on borrowings.

(iii) Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

A. Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs borrowings with floating interest rates.

Exposure to interest rate risk

The Companyâs interest rate risk arises majorly from the borrowings carrying floating rate of interest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Companyâs borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows:

B. Currency Risk

Exposure to foreign currency risk

The summary of quantitative data about the Companyâs exposure to currency risk in USD, as expressed in Indian Rupees, as at 31 March 2018, 31 March 2017 and 1 April 2016 are as below:

A reasonably possible strengthening (weakening) of the Indian Rupee against USD at 31 March 2018 and 31 March 2017 would have affected the measurement of financial instruments denominated in foreign currency and affected Statement of Profit and Loss by the amounts shown below. This analysis is peformed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

5. Capital Management

The primary objective of the management of the Companyâs capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to mitigate the effect of unforeseen events on cash flows. Management also monitors the return on equity

The Board of directors regularly review the Companyâs capital structure in light of the economic conditions, business strategies and future commitments.

For the purpose of the Companyâs capital management, capital includes issued share capital, securites premium and all other equity reserves. Debt includes cash credit facilities, working capital demand loan and term loan from banks.

During the financial year ended 31 March 2018, no significant changes were made in the objectives, policies or processes relating to the management of the Companyâs capital structure.

6 Contingent liabilities (to the extent not provided for)

The Company is in legal proceedings for various disputed legal matters related to various creditors, ex-employees, Excise duty & Value Added Tax (VAT) and Income Tax. The amounts involved in these proceedings, not acknowledged as debt, are:-

The Company believes, based on advice from counsels/experts, that the views taken by authorities are not sustainable and accordingly no provision is required to be recorded in the books of account.

Notes:

33 employee benefits

The Company contributes to the following post-employment benefit plans in India.

Defined contribution plan

(a) The Company pays provident fund contributions to Companyâs provident fund trust except contribution towards pension fund which is being paid to the appropriate government authorties, at rate specified as per regulations.

An amount of Rs. 101.82 (31 March 2017: Rs. 89.09) has been recognised as an expense in respect of the Companyâs contribution to Provident Fund deposited with the relevant authorities and has been shown under Employee benefits expense in the Statement of Profit and Loss.

(b) The Company pays Employees State Insurance contributions to the appropriate government authorties at rate specified as per regulations.

An amount of Rs. 11.76 (31 March 2017: Rs. 9.56) has been recognised as an expense in respect of the Companyâs contribution to Employees State Insurance deposited with the relevant authorities and has been shown under Employee benefits expense in the Statement of Profit and Loss.

(c) The Company pays Super Annuation Fund contributions to Life Insurance Corporation of India the appropriate government authorties at rate specified as per regulations.

An amount of Rs. 15.26 (31 March 2017: Rs. 13.54) has been recognised as an expense in respect of the Companyâs contribution to Super Annuation Fund deposited with the relevant authorities and has been shown under Employee benefits expense in the Statement of Profit and Loss.

Defined benefit plan Funded Schemes Gratuity

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous years. Risk exposure:

The defined benefit plan is exposed to a number of risks, the most significant of which are detailed below:

a. Investment risk:

The present value of the defined benefit obligation is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

b. Interest rate risk:

A decrease in bond interest rate will increase the plan liability.

c. Longevity risk:

d. Salary risk:

Higher than expected increase in salary will increase the defined benefit obligation

7 Segment reporting

A. Basis for Segment reporting

Factors used to identify the entityâs reportable segments

The principal activities of the Company comprises selling of sewing machines,related accessories and domestic appliances. Accordingly, the Company has two reportable segments as follows:

- Sewing machines and related accessories

- Domestic appliances

Segment revenue and expenses:

Segment revenue and expenses represents revenue and expenses that are either directly attributed to individual segments or are attributed to individual segments on a reasonable basis. The remainder of the revenue and expenses are categorized as unallocated which mainly comprises finance costs and other operating expenses and certain other income since the underlying assets/ liabilities/services are used interchangeably. The Company believes that it is not practical to provide segment disclosures relating to these unallocated revenue and expenses, and accordingly these are separately disclosed as âunallocatedâ.

Segment assets and liabilities:

8 Related party disclosures

a. List of related parties and nature of relationship where control exists:

(i) Parent and Ultimate Controlling Party

Retail Holdings (India) B. V (Netherlands), (Formerly known as Singer (India) B. V.) - Holding Company Retail Holdings N. V. (Curacao) - Ultimate Controlling Party

(ii) Subsidiaries

Singer India Trading Limited (Dissolved vide Honâble Delhi High court order dated 13 March 2018)

b. List of related parties and nature of relationship with whom transactions have taken place during the current/ previous year

(i) Parent

Retail Holdings (India) B. V (Netherlands), (Formerly known as Singer (India) B. V.) - Holding Company

(ii) Key managerial personnel of the Company or its parent and their close family members

Mr. Rajeev Bajaj Managing Director

Mr. Subhash Chand Nagpal Chief Financial Officer (CFO)

Mr. Richin Sangwan Company Secretary

Mr. P N Sharma Independent Director

Mr. Deepak Sabharwal Independent Director

Ms. Madhu Vij Independent Director

Ms.Tanuja Bajaj Wife of Mr. Rajeev Bajaj

(iii) Other related parties - Entities which are subsidiaries or where control/ significant influence exists of parties as given in (i) or

(ii) above

Retail Holdings Asia B. V. (Netherland), (Formerly known as Singer Asia Holding B. V.)

Singer Bangladesh Limited

Brand Trading (India) Private Limited

Singer Asia Limited (Cayman Island)

Singer Industries (Ceylon) PLC (till August 2017)

All transactions with related parties are made on terms equivalent to those that prevail in armâs length transactions and within the ordinary course of business. Outstanding balances at the year end are unsecured and settlement occurs in cash. Transactions relating to dividend are on the same terms and conditions that are offered to other shareholders.

Note: Earnings per share calculations are done in accordance with Ind AS 33 âEarnings Per Shareâ as notified under section 133 of the Companies Act 2013. As required by Ind AS 33, if the number of equity or potential equity shares outstanding increases as a result of a bonus issue or share split or decreases as a result of a reverse share split (consolidation of shares), the calculation of basic and diluted earnings per share should be adjusted for all the periods presented. As stated in Note 13 âShare Capitalâ, the number of shares, during the year ended 31 March 2018, have increased on account of sub-division of shares. Accordingly, the sub-division has been considered while computing the basic and diluted earnings per share for the year ended 31 March 2017.

9. Corporate social responsibility

Under Section 135 of the Companies Act, 2013, the Company is required to spend, in every financial year, atleast 2% of the average net profits of the Company made during the three immediately preceding financial years on Corporate Social Responsibility (CSR), pursuant to its policy in this regard.

10. Disclosure on specified bank notes

During the previous year ended 31 March 2017, the Company had Specified Bank Notes (SBN) or other denomination note as defined in the MCA notification G.S.R. 308(E) dated 30 March 2017 on the details of SBN held and transacted during the period from 8 November 2016 to 30 December 2016, the details of SBNs and other denomination notes as per the notification is given below:

11 The Company has established a comprehensive system of maintenance of information and documents that are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its international transactions with the associated enterprises are at armâs length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Mar 31, 2017

1. The Company''s Authorized Capital comprises of two class of shares. The Equity shares have a par value of Rs. 10 each and Preference Shares have a par value of Rs. 100 each. No Preference Shares have been issued.

2. Terms / Rights attached to the Equity Shares

The Company has at present one class of shares i.e. Equity Shares having par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend if any, is proposed by the Board of Directors & is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per the records of the Company, including its register of shareholders / members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

3. 9,177,900 Equity Shares of Rs. 10 each were allotted through preferential basis as fully paid up to Singer (India)

B.V. Netherlands the Holding Company consequent to compliance with the scheme of rehabilitation sanctioned by the Hon''ble BIFR. Out of which 8,27,900 Equity Shares of Rs. 10/- each were allotted by converting 10% amount borrowed from them in form of external commercial borrowing.

4. The Cash Credit limit sanctioned by J & K Bank is Rs. 200 lacs (2016 - 200 lacs) is secured by hypothecation of stocks & other chargeable current assets and assignment of book debts of Jammu unit and mortgage of leasehold rights of the factory land and hypothecation of Plant & Machinery and Moveable Fixed Assets installed at the factory on interest rate of BR 3% i.e. currently 10.80% (2016- 13.25%)

5. The Cash Credit / WCDL limit sanctioned from Yes Bank Limited (YBL) is Rs. 500 lacs (2016 - Rs. 250 lacs) is pledged by exclusive charge on entire current assets (present and future) excluding current assets of Jammu plant on interest rate of MCLR 2.40% p.a. i.e. currently 11%.

6. Contingent Liabilities and Commitments (to the extent not provided)

7. Contingent liabilities not provided for in respect of:

8. Claims against the Company not acknowledged as debts pending appellate / judicial decisions

No provision has been made in the financial statements as the Board of Directors and Audit Committee consider the probability of the above claim succeeding to be remote as it has been advised that these are likely to be either deleted or substantially reduced.

9. Guarantees of Rs. 93.90 lacs (2016 - Rs.50.90 lacs) and Letter of Credits (LC) of Rs. 828.76 lacs (2016 - Rs. 307.38 lacs) given / issued by the Company''s banker to various authorities / vendors. These guarantees / LC are issued against a margin of Rs. 62.41 lacs (2016 - Rs. 177.04 lacs).

10. Capital Commitments

The estimated amount of contracts remaining to be executed on Capital Account and not provided for net of advances Rs. Nil (2016 - Rs. 21.90 lacs).

11. In the opinion of the Board, the value of any assets other than fixed assets and non-current investment do not have value on realization in the ordinary course of business less than the amount at which they are stated in the Balance Sheet and provisions for known liabilities have been made. All contingent liabilities have been disclosed.

12. Pursuant to the enactment of the Companies Act, 2013, the Company has applied the estimated useful lives as specified in Schedule II except in respect of certain assets as disclosed in Accounting Policy on Depreciation / Amortization. Accordingly, the un-amortized carrying value is being depreciated / amortized over revised remaining useful lives.

13. Disclosures pursuant to Accounting Standard-15 âEmployee Benefitsâ

14. The Company makes contribution towards Employees'' provident fund and Employees'' State Insurance plan scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognized Rs. 89.09 lacs (2016 - Rs. 55.28 lacs) towards provident fund and Rs. 9.56 lacs (2016 - Rs. 5.29 lacs) as expense towards contribution to these plans. Out of the total contribution made for employees'' provident fund a major part of the contribution is made to Singer India Limited Staff Provident Fund Trust and the balance amount in respect of pension fund is made to provident fund plan operated by Regional Provident Fund Commissioner. The funds of the trust have been invested under various securities as prescribed under the rules of the trust. The Company also makes good the deficiency, if any in the interest rate declared by the trust vis-a-vis the statutory rate.

15. The Company makes Superannuation Fund contribution to Life Insurance Corporation of India towards defined contribution retirement for qualifying employees. The Company has recognized Rs. 13.54 lacs (2016 - Rs. 8.31 lacs) as expense towards contribution made during the year.

16. Defined Benefit Plan

17. Disclosure relating to Defined Benefit Plan as per Actuarial Valuation as on 31^st March, 2017 using

18. Gratuity expenses and Leave Encashment have been recognized under the head âEmployees Benefit Expenseâ.

19. The disclosures included above are limited to the extent provided by the actuary.

20. The Company follows the revaluation models for Leasehold Land and Building. For other assets cost model has been adopted.

21. The Company had appointed a Government Registered approved valuer to assess the fair market value of Leasehold Land and Building at Jammu and accordingly revalued the book value of Leasehold Land and Building as at 30th June 2013. This resulted in increase in value of Leasehold Land and Building by Rs. 619.06 lacs and Rs. 316.51 lacs respectively and creation of Revaluation Reserve aggregating to Rs. 935.57 lacs in 2013.

22. In order to Comply with the Accounting Standard (AS) 10 âProperty, Plant & Equipmentâ, the Company has got its Leasehold Land and Building again valued by an approved valuer to assess the fair market value as at 31^st March, 2017. The significant assumption applied by the valuer for estimating the fair value were viz prevailing market rate, local inquiries, SIDCO rate, situation and condition etc. This has resulted in increased in value of Leasehold Land and Building by an additional amount of Rs.81.36 lacs and 60.66 lacs respectively and creation of further Revaluation Reserve by Rs.142.02 lacs as at 31^st March, 2017.

23. The orders passed by the Hon''ble AAIFR dated 22.12.2015 in respect to the litigation with the Unsecured Creditors are in appeal 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. It is not also practicable for the Company to estimate the closure of this issue and the consequential timings of the cash flows if any, in respect of this matter.

24. Para 14 of AS 4 âContingencies and Events Occurring after the Balance Sheet dateâ required recognition of a provision for the final proposed dividend as it was treated as an adjusting event regardless of an existing obligation on the date of the Balance Sheet. Ministry of Corporate Affairs (MCA) vide notification dated 30^th March, 2016 substituted the standard which now states that if an enterprise declares dividend to Shareholdersâ after the Balance Sheet date, the Company should not recognize the dividend as a liability as at the Balance Sheet date. In view of this, there is no entry of proposed dividend in financial statement.

25. This has resulted in Reserve & Surplus and Short Term Provisions being understated by Rs.452.56 lacs as at 31s^t March, 2017

26. The Company has calculated its tax liability as per provisions of Income Tax Act, 1961. In the previous year the Company calculated its tax liability after considering Minimum Alternative Tax (MAT).

27. Segment Reporting:

28. The Company has identified business segment as its primary segment. The Company has identified the following as the reportable business segment for the year:

29. Sewing products include sewing machine accessories, oil, needles, etc.

30. Domestic Appliances includes irons and steam irons, food processors, mixer, toaster, kettles, Air Coolers etc. The above business segment have been identified considering

31. Different risks and returns

32. Organizational Structure

33. Internal reporting system

34. Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to segment on reasonable basis have been disclosed as âUnallocableâ.

35. Segment Assets and Segment Liabilities represents Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as âUnallocableâ.

SECONDARY SEGMENT - GEOGRAPHICAL

The sales to customers located outside India is 2.28% of total turnover. Hence, geographical segment is not reportable segment.

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the company.

36. The subsidiary company, Singer India Trading Limited, had complied with all the procedural requirements in regard to members'' voluntary winding up and has completed the filing of all requisite forms with the Ministry of Corporate Affairs and has issued all intimations, announcements / publications in regard to the winding up of this Company in the Official Gazette. As on date the matter is pending with the Official Liquidatorsâ office for filing the winding up petition in the High Court of Delhi. As such, the Company has not prepared the consolidated accounts.

37. The Company was required to incur an amount of Rs.18.45 lacs (2016 Rs.14.09 lacs) under Section 135 of the Companies Act, 2013 on Corporate Social Responsibilities (CSR) activities.

38. SPECIFIED BANK NOTES DISCLOSURE (SBN)

Transactions by the Company in Specified Bank Notes (SBN) and in other denomination notes as defined in the MCA notifications G.S.R 308 dated March 30, 2017 during the period from November 8, 2016 to December 30, 2016 are given below:

39. The Previous period''s figures have been regrouped, rearranged and reclassified wherever necessary. Amount and other disclosure for the preceding period are included as an integral part of the current yearâs Financial Statements and are to be read in relation to the amount and other disclosure relating to the current year. Previous period figures (9 months) are not comparable to current year (12 months) figures.

40. All amounts disclosed in financial statements and notes have been rounded off to the nearest rupees in lacs, unless otherwise stated.

Mar 31, 2016

b) The Company''s Authorized Capital comprises of two class of shares. The Equity shares have a par value of Rs. 10 each and Preference shares have a par value of Rs. 100 each. No Preference Shares have been issued.

c) Terms / Rights attached to the Equity Shares

The Company has at present one class of shares i.e. equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend if any, is proposed by the Board of Directors & is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. In the opinion of the Board, the value of any assets other than fixed assets and non-current investment do not have value on realization in the ordinary course of business less than the amount at which they are stated in the Balance Sheet and provisions for known liabilities have been made. All contingent liabilities have been disclosed.

2. Pursuant to the enactment of the Companies Act, 2013, the Company has applied the estimated useful lives as specified in Schedule II except in respect of certain assets as disclosed in Accounting Policy on Depreciation / Amortization. Accordingly, the un-amortized carrying value is being depreciated / amortized over revised remaining useful lives.

3. Disclosures pursuant to Accounting Standard-15 âEmployee Benefitsâ

a) The Company makes contribution towards Employees'' provident fund and Employees'' State Insurance plan scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognized Rs. 55.28 lacs (2015 - Rs. 59.43 lacs) towards provident fund and Rs. 5.29 lacs (2015 - Rs. 4.61 lacs) as expense towards contribution to these plans. Out of the total contribution made for employees'' provident fund a major part of the contribution is made to Singer India Limited Staff Provident Fund Trust and the balance amount in respect of pension fund is made to provident fund plan operated by Regional Provident Fund Commissioner. The funds of the trust have been invested under various securities as prescribed under the rules of the trust. The Company also makes good the deficiency, if any in the interest rate declared by the trust vis-a-vis the statutory rate.

b) The Company makes Superannuation Fund contribution to Life Insurance Corporation of India towards defined contribution retirement for qualifying employees. The Company has recognized Rs. 8.31 lacs (2015 - Rs. 10.25 lacs) as expense towards contribution made during the year.

c) Defined Benefit Plan

i) Disclosure relating to Defined Benefit Plan as per Actuarial Valuation as on 31st March, 2016 using Projected Unit Credit Method and recognized in the Financial Statements in respect of Employees Benefits Schemes.

4. The Company has reviewed the impairment of assets at the year end and noted that none of the assets have to be impaired as on 31st March, 2016.

5. The Company had appointed a Government Registered approved valuer to assess the fair market value of Leasehold Land and Building at Jammu and accordingly revalued the book value of Leasehold Land and Building as at 30th June, 2013. This resulted in increase in value of Leasehold Land and Building by Rs. 619.06 lacs and Rs. 316.51 lacs respectively and creation of Revaluation Reserve aggregating to Rs. 935.57 lacs in 2013.

6. The orders passed by the Hon''ble AAIFR dated 22.12.2015 in respect to the litigation with the Unsecured Creditors are in appeal 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. It is not also practicable for the Company to estimate the closure of this issue and the consequential timings of the cash flows if any, in respect of this matter.

7. The Company has calculated its tax liability after considering Minimum Alternate Tax (MAT). This has not resulted in an additional expense as MAT is to be set off against any future liability and accordingly MAT Credit Entitlement has been shown under long-term loans & advances in Balance Sheet.

8. In accordance with Accounting Standard on âRelated Party Disclosuresâ (AS 18), the disclosure in respect of transactions with the Company''s related parties are as follows:

SECONDARY SEGMENT - GEOGRAPHICAL

The sales to customers located outside India is 1.9% of total turnover. Hence, geographical segment is not reportable segment.

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company.

9. The subsidiary company, Singer India Trading Limited, had complied with all the procedural requirements in regard to members'' voluntary winding up and has completed the filing of all requisite forms with the Ministry of Corporate Affairs and has issued all intimations, announcements / publications in regard to the winding up of this Company in the Official Gazette. As on date the matter is pending with the Official Liquidators'' office for filing the winding up petition in the High Court of Delhi. As such, the Company has not prepared the consolidated accounts.

10. a) The Company was required to incur an amount of Rs.14.09 lacs (proportionately for 9 months) (2015- Rs.18.12 lacs) under Section 135 of the Companies Act, 2013 on Corporate Social Responsibilities (CSR) activities.

11. 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 9 months commencing 1st July, 2015 and ended on 31st March, 2016.

12 The Previous year''s figures have been regrouped, rearranged and reclassified wherever necessary. Amount and other disclosure for the preceding year are included as an integral part of the current year''s Financial Statements and are to be read in relation to the amount and other disclosure relating to the current year. Previous year figures (12 months) are not comparable to current period (9 months) figures.

Jun 30, 2015

1. Corporate Information

Singer India Limited ('the Company') is a Public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of trading / manufacturing of sewing machines and trading in domestic appliances. The Company has also undertaken contract and limited manufacturing of sewing machines.

2. Contingent Liabilities and Commitments (to the extent not provided)

A. Contingent liabilities not provided for in respect of:

(i) Claims against the Company not acknowledged as debts pending appellate / judicial decisions

No provision has been made in the financial statements as the Board of Directors and Audit Committee consider the probability of the above claim succeeding to be remote as it has been advised that these are likely to be either deleted or substantially reduced.

(ii) Guarantees of Rs. 96.53 lacs (2014 - Rs. 17.08 lacs) and Letter of Credits (LC) of Rs. 169.67 lacs (2014 - Rs. 95.45 lacs) given / issued by the Company's banker to various authorities / vendors. These guarantees / LC are issued against a margin of Rs. 138.97 lacs (2014 - Rs. 58.31 lacs).

B. Capital Commitments

The estimated amount of contracts remaining to be executed on Capital Account and not provided for net of advances Rs. 6.80 lacs (2014 - Rs. 22.90 lacs).

3. a) Receivables, Advances, (Long & Short term) and Trade payables are under process of confirmation and reconciliation. Adjustment if any, arising out of this will be accounted for in subsequent year.

b) In the opinion of the Board, the value of any assets other than fixed assets and non current investment do not have value on realization in the ordinary course of business less than the amount at which they are stated in the Balance Sheet and provisions for known liabilities have been made. All contingent liabilities have been disclosed.

4.1 Pursuant to the enactment of the Companies Act, 2013, the Company has applied the estimated useful lives as specified in Schedule II except in respect of certain assets as disclosed in Accounting Policy on Depreciation / Amortization. Accordingly, the un-amortized carrying value is being depreciated / amortized over revised remaining useful lives.

4.2 As per the transitional provision provided in Note 7(b) of Schedule II to the Companies Act, 2013, an amount of Rs. 5.13 lacs (net of deferred tax Rs. 2.46 lacs) has been adjusted with the surplus for the assets in respect of which the remaining useful life is Nil as on 1st July 2014.

4.3 Depreciation for the year as per the Statement of Profit and Loss includes Rs. 16.22 lacs being depreciation on the increased value of Leasehold Land and Building due to the effect of revaluation in line with the Application Guide on the Provisions of Schedule II to the Companies Act, 2013' of the Institute of Chartered Accountants of India and Schedule II of the Companies Act, 2013. Equivalent amount has also been transferred from Revaluation Reserve to General Reserve. Corresponding figure of Rs.15.11 lacs in the previous year was adjusted from Revaluation Reserve. Had the Company continued its earlier policy of recouping the additional depreciation arising due to upward revaluation of fixed assets from revaluation of assets, profits for the current year would have been higher by Rs. 16.22 lacs. However, this change did not have any impact on reserves and surplus as at June 30, 2015.

4.4 Had there not been any change in useful lives of assets, depreciation for the year would have been higher by Rs. 18.11 lacs.

5. Disclosures pursuant to Accounting Standard-15 "Employee Benefits"

a) The Company makes contribution towards Employees' provident fund and Employees' State Insurance plan scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognized Rs. 59.43 lacs (2014 - Rs. 45.38 lacs) towards provident fund and Rs. 4.61 lacs (2014 - Rs. 4.95 lacs) as expense towards contribution to these plans. Out of the total contribution made for employees' provident fund a major part of the contribution is made to Singer India Limited Staff Provident Fund Trust and the balance amount in respect of pension fund is made to provident fund plan operated by Regional Provident Fund Commissioner. The funds of the trust have been invested under various securities as prescribed under the rules of the trust. The Company also makes good the deficiency if any in the interest rate declared by the trust vis-Ã -vis the statutory rate.

b) The Company makes Superannuation Fund contribution to Life Insurance Corporation of India towards defined contribution retirement for qualifying employees. The Company has recognized Rs. 10.25 lacs (2014 - Rs. 9.64 lacs) as expense towards contribution made during the year.

c) Defined Benefit Plan

i) Disclosure relating to Defined Benefit Plan as per Actuarial Valuation as on 30th June, 2015 using Projected Unit Credit Method and recognized in the Financial Statements in respect of Employees Benefits Schemes.

6. The Company has reviewed the impairment of assets at the year end and noted that none of the assets have to be impaired as on 30th June, 2015.

7. The Company had appointed a Government Registered approved valuer to assess the fair market value of Leasehold Land and Building at Jammu and accordingly revalued the book value of Leasehold Land and Building as at 30th June 2013. This resulted in increase in value of Leasehold Land and Building by Rs. 619.06 lacs and Rs. 316.51 lacs respectively and creation of Revaluation Reserve aggregating to Rs. 935.57 lacs in 2013.

8. The appeal filed by the Company and some of the unsecured creditors relating to the quantum of the money to be paid to them under the sanctioned scheme of Hon'ble Board of Industrial and Financial Reconstruction (BIFR) read with amended order is pending before the Hon'ble Appellate Authority of Industrial and Financial Reconstruction (AAIFR). Pending final outcome, further liability, if any, is not ascertainable. It is not also practicable for the Company to estimate the closure of this issue and the consequential timings of the cash flows, if any, in respect of this matter.

9. The details of foreign currency exposures that are not hedged by a derivative instrument or otherwise are as mentioned below:

10. The Ministry of Corporate Affairs vide their letter dated 30th June 2015 had approved the payment of fixed retainer ship fee and other bonafide reimbursements/benefits to Mr. K. K. Gupta , the Non- Executive Director of the Company till 31st March 2014. A sum of Rs. 5.64 lacs paid for the period 1st April 2014 to 31st July 2014 is pending. The Company has sought clarification /approval for this remaining amount of Rs. 5.64 lacs paid till 31st July 2014. Mr. K.K.Gupta is holding the remuneration in trust on behalf of the Company.

11. The Company has calculated its tax liability after considering Minimum Alternate Tax (MAT). This has not resulted in an additional expense as MAT is to be set off against any future liability and accordingly MAT Credit Entitlement has been shown under long-term loans & advances in Balance Sheet.

12. In accordance with Accounting Standard on "Related Party Disclosures" (AS 18), the disclosure in respect of transactions with the Company's related parties are as follows:

a) Names of related parties* and description of relationships having transactions during the year:

i. Holding Company Singer (India) B.V. (Netherlands)

ii. Ultimate Holding Company Retail Holding N.V. (Curacao)

iii. Holding Company of Singer (India) Singer Asia Holdings BV (Netherlands)

B.V. (Netherlands)

iv. Subsidiary Companies Singer India Trading Limited

(Under Liquidation)

v. Associates Brand Trading (India) Private Limited

Singer Bangladesh Ltd.

Singer Industries (Ceylon) PLC

Singer Pakistan Ltd.

vi. Other related parties with whom the co. had transactions

Singer Thailand Public Co. Ltd

vii. Key Management Personnel:

Mr. Rajeev Bajaj Executive Director

Mr. K K Gupta Non-Executive Director

(Ceased w.e.f. 31.12.2014)

Mr. Subhash Chand Nagpal Chief Financial Officer (CFO)

(w.e.f. 06.05.2015)

Mr. Ashish Srivastava Company Secretary

(Ceased w.e.f. 28.07.2015)

viii. Name of related parties* where control exists having no transactions during the year: Associates Btindia Limited (B.V.I.) Reality (Lanka) Ltd. Regnis (Lanka) PLC Regnis Appliances (Pvt.) Ltd. Sewko Asean Trading Limited (B.V.I.) Singer (Pakistan) B.V (Netherlands) Singer (Sri Lanka) B.V. (Netherlands) Singer (Thailand) B.V. (Netherlands) Singer Asia Ltd. (Cayman Islands) Singer Asia Finance B.V. (Curacao)

Singer Bhold B.V. (Netherlands)

Singer Business School (Pvt.) Ltd.

International Appliances Ltd.

Singer Corporation Limited (Hong Kong)

Singer Finance (Lanka) PLC

Singer Srilanka PLC

Thailnvest B.V. (Netherlands)

Telshan Network (Pvt) Ltd.

SEWKO Holdings Ltd. (Cayman Islands)

Brand Trading (Cambodia) Ltd. (Cambodia)

ReHo Limited (Cayman Islands)

Singer Digi-tal Media (Pvt.) Ltd.

UCL Holdings VII Ltd. (B.V.I.)

Singer Asia Holding NV (Curacao)

13. Segment Reporting:

(i) The Company has identified business segment as its primary segment. The Company has identified the following as the reportable business segment for the year:

a) Sewing products include sewing machine accessories, oil, needles, etc.

b) Domestic Appliances includes irons and steam irons, food processors, mixer, toaster, kettles, Desert Coolers etc.

The above business segment have been identified considering

a) Different risks and returns

b) Organizational Structure

c) Internal reporting system

(ii) Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to segment on reasonable basis have been disclosed as "Unallocable".

(iii) Segment Assets and Segment Liabilities represents Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

14. The subsidiary company, Singer India Trading Limited, had complied with all the procedural requirements in regard to members' voluntary winding up and has completed the filing of all requisite forms with the Ministry of Corporate Affairs and has issued all intimations, announcements / publications in regard to the winding up of this Company in the Official Gazette. As on date the matter is pending with the Official Liquidators' office for filing the winding up petition in the High Court of Delhi. As such, the Company has not prepared the consolidated accounts.

15 a) The Company was required to incur an amount of Rs.18.12 lacs under Section 135 of the Companies Act, 2013 applicable for thefirst time in 2014-15 on Corporate Social Responsibilities (CSR) activities.

16 c) The unspent amount during the year was Rs. 0.76 lacs.

17. The Previous year's figures have been regrouped, rearranged and reclassified wherever necessary. Amount and other disclosure for the preceeding year are included as an integral part of the current year's Financial Statements and are to be read in relation to the amount and other disclosure relating to the current year.

Jun 30, 2014

1. Corporate Information

S ngcr India Limited ('Ihe Company') is a Public Company domiciled in indra and Incorporated under the provisions oi the Companies Act. 1956. The Company is engaged in the business of trading / manufacturing in sewing machines and also conducts limited trading in small appliances, household f consumer durables The Company has also undertaken contract manufacturing of sowing machines.

2. Term* t Right* attached to the Equity Shares

The Company has at present one class of shares i e equity she res having par value of Rs 10 per share, Each holder of equity shares is entitled to one vole per share. The Company declares and pays dividends In Indian Rupees The dividend if any, is proposed by the Board of ectors & is subject to the approval of the shareholders in the ensuing Annuel General Meeting In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The dislribulion will be in proportion to (tie number of eq ulty shates held by (he shareholders.

3. Contingent Liabilities and Commitments (to the extent not provided)

A. Contingent liabilities not provided tor in respect of:

(i) Claims against the Company not acknowledged as debts pending appellate judicial decisions'-

2014 2013

Rupees} (Rupee)

a) Excise Duty 60.38 60.38

b) Value added tax i'Sales Iak 143.09 155.19

c) Others (including present & ex siaff) 631.90 339.24

"As certified by the management, No provision h as been made tn the 1iha ncial statements as the Beard of D radars and Audit Committee consider ihe probabifity of tire claim succeeding tone remote.

(ii) Guarantees Rs 17.Q6 (2013-Rs. 12.20) Margins against Guarantees Rs 16.65 (2013 -Rs, 14.66). Letter of Credits (LC) Rs. 95.45 (2013 - Rs. 66.63) margin against LC Rs. 39.66 tacs (2013 - Rs 72.59) outstanding against [tie Letter of Credit facility sanctioned by Yes BankLimiled. During the current year Yes bank Limited (YBL) has sanctioned Letter of Credit facility for working capital purposes amounting to Rs. 590.00 with 40% margin in the form of fixed deposit to be lien marked in favour of YBL. The above facility is secured by exclusive change on entire current assets of the Company excluding current assets of Jammu Plant.

B. Capital Commitments

The estimated emount of contracts remaining [g he executed on Capital Account end not provided tor npt of advances Rs. 22.90 (2013-Rs 10 33).

b) In the opinion of th 0 Board Â the value erf any assets other than fixed a 5sets do nol have val ue on realization i n the ordinary course of business less than the amount at which they are stated In the Balance Shee! and provisions for known liabilities have been made. All oontrngenl I labilities have been disclosed.

4. Disclosures in respect of Company's operating lease arrangements under Accounting Standard (AS) -19 of Leases.

a) General description of Com pan y's opera ti ng lease arrangeme nts:

The Company has entered into operating lease arrangements for office premises, shops, warehouse and vehicl es for its employees. Some of the sign ifica nt terms & cond ilion 5 of th b arrangement are:

* agreements are not non-cancellable in nature and maybe terminated by either party by serving a notice.

* lease arrangements which are not non-cancel lab le are generally renewable by mutual consent on rn ulual lyag reeable terms.

b) The Company has given a pan of its office premises and warehouses on sharing basis which are not non- cancel la b le a re generally renewable by m ulual consent or mutua lly agree able terms.

cj Rent i n respect of above is charged / credi ted to the Stateme nt of P nofil & Loss.

5. The Company has not received from majority of parlies any informabon/ memorandum (as reguined lo be filed by suppliers t vendors with the notified authority under Micro, Small and Medium Enterprises Development Act. 2008), clai mi ng the ir 5 talus asMicno, Smal I or Mediu m E nterprisps.

35. D isclosunes punsu anl to Account! ng Standard -15 'Employee Benefits"

a) The Com pa ny m a kes contnb ulion towards Employee 5' provident fund and Employees' State I n 5 uran ce p'an scheme. U nde r ihe rules of these sche mos, the Com pan y is req u ired to oontrib uie a specified percentage of payiol I costs. The Compa ny duri ng the yea r reoogn ized Rs. 45.38 (2013- Rs. 28.97) lowa rds provident fund and Rs. 4.95 (2013 Rs. 1.84) as expense towards contribution to these plans. Out of the total contribution made for employees' provident fund a major part of the contribution is made to Singer India Limited Staff Provident Fund Trust and the balance amount In respect of pension fund 15 made lo provident fund p;an operated by Regional Provident Fund Commissioner The funds of the trust have been invested under va rlou a securities a s prescribed un der the rule s of the trus I. The Company also make s g ood Ihe de Ficiency, if a ny in the interest rate declared by the trust vis-a-vis the statutory rate.

b) The Company makes Superannuation Fund contribution lo Life Insurance Corporation of India towards defined contribution retirement for qualifying employees. The Company haa recognized Rs 9.94 (2013 - Rs. 8.74) as expense towards contribution made during the year .

7. The Company has reviewed the impairment of assets at the year end and noted that none of the assets have to be impa ired as on 30th Ju ne, 2014

8. The Company had appointed a Government Registered approved valuer to assess the fair market value of Leasehold Land and Building at Jammu and accordingly revalued the boak value of Leasehold Land and Building as at 30th June 2013. This resulted In increase in value of Leasehold Land and Building by Rs. 619.06 and Rs 31G. 51 respective! y and creation of Revaluation Rese rve aggregating to Rs. 935.5 7 m 2013.

9. Depreciation for the year as per Fined Asset Schedule (Note - 11) includes Rs. 15 1i (2013 - Rs Nil) being depreciation on Ihe increased value of building due to Hie effect of revaluation and, accordingly, the same has been adjusied from Revaluation Reserve Account.

10. The appeal fi led by the Compa ny an ri some of the unsecured creditors re lating to th g qua ntum of the m o ney to be paid to ihem under the sanctioned scheme of Hon'ble Board of Industrial and Financial Reconstruction (BIFRJ read with amended order is pending before the Hon'ble Appellate Authority of Industrial and Financial Reconstru ction < AAl F R). Pend ing fi nal outcome, fu rth er liability, if a ny, is not ascertainable

11 The Company (foes nol use derivative financial instruments such as forward exchange contracts and interesi rates swaps to hedge its risks associated with foreign currency fluctuations and interest rate or for trading ! speculation purposes.

12. Ministry of Corporate Affairs vide letter dated 31st July, 2ti 14 has rejected the Company's application tor approval of payment of fixed retainerjhip fee gnd other bonefide reimbursement / benefits to Mr K K, Gupta, Non- Executive ector for the period 1st January, 2013 to 31st December. 2015 which Was duly approved by the shareholders on 12th November, 2013 Mr. K K.Gupta was paid a sum of Rs. 25.61 (including Rs 7 42 for earlier years) and is holding the remuneration in trust of on behalf of the Company. The Company has made an application for re -consideration a nd review on 21 st August, 2014 to Mi nistry of Corpora te Affai rs.

13. The Company deals (trades S manufactures} mainly in sewing machines and also traded (limited} in small applia nces & Nou sshold/Censume r d urables. The Com pa n y has also u nde rta ken contract man uf acturmg. Sm all appliances & household I consumer durables & contract manufacturing forms only a negligible percentage of total turnover those ane distinguishable and subject to same nsks & returns on sewing machines. The Company's operating bus iness i s organized and mana ged according to the natu re of prod ucts a nd services provid ed to offer similar products and serving similar markets. The primary reporting has been prepared on the basis of this business segment The disclosures as required under AS-17 on primary business segment has not been, provided as the Company deals only in one business segment based on risks & returns, the organization structure and internal financial reporting. The Company also exports its products, but the disclosure as required under AS-17 on geographic segment has not been provided es the total value of exports is less than 10% of total revenue,

14. The Company's manufacluri ng is also don e un der 'contract manufacturing' by parties. Based on the legal opin ion, the liability to pay excise duly is of the contractor who is to pay excise duty on assessable value which has been re- imbursed by tha Com pany to them.

15. The Company has ealeu laled its lax li abi lily after consider! ng him imum Allern ate Tax (MAT}. Thi s has not resu lied in an add itlon a I expense a s MAT is to tie se t off aga inst any foiure I lability a nd accordingly MAT Cued '1 Entitlement has been shown under long-term loans & advances in Balance Sheet.

16, In accordance with Accounting Standard on "Related Party Disclosures" (AS 1B), the disclosure in respect of Iran s action s with the Company's related parties a ne a s follows:

a) Names of related parties" and description of relationships having transactions during the year:

i. Holding Company

Singer (India) B.V. {Nothariands)

ii Ultimata Holdi ng Compa ny

Rgta il Hold ing N .V, (Cura ego)

iii. Holding Company of Sin ger Asia Holding B.V. (Netherlands)

Singer Asia Limited (Cayman Islands)

iv. Subsidia ry Com pan ies

Hi mec I ndia Li m iled (u nder Itq uidation) Singer Ind ia Trad i ng L imeted (un dor liquidate n)

v. Associates

Grand Trading (India) Pvt, Ltd.

Smger Asa Holdings B.V (Netherlands)

Si nger Bang ladesh Ltd.

Singer Industries (Ceylon) PLC

vi. Key Management Personnel

Mr K K. Gupla, Chairman

Mr. Rafeev Baja[. Managing ector

vii Namre of rel oted parties' where con trol en sts h avmg no transacbons d u ring the year:

Associates

Btindia Limited (B.V.J,) Singer Leasing (Thailand) Co, Ltd.

Reality (Lanka) Ltd. Singer Corpo ral ion Limited (Hong Kong)

Regnis (Lanka) PLC Singer Finance (Lanka) PLC

Regnis Appliances (Pvt,) Ltd. Singer Pakistan Limited

SewkoAseanTradihg Limited (8 V.i.) Singer Srihnka PLC

S in ger (Broker} Li m ited Singer Thailand P ubl ic Go. Limited

Singer(Pakistan)B V,(Netherlands) ThailnvestBV (Netherlands)

Singer (SrLanka) B.V. (Netherlands} Telshan (Pvt)Ltd.

Singer (Thailand) B.V. (Netherlands) SEWKQ Holdings Ud. (Cayman Islands)

Singer Asia Finance B.V (Curacao) Brand Trading (Cambodia) Ltd, (Cambodia)

S in ger Asia Holdin gs M.V. (Curacao) Re Ho L imrted (Caym an Islands)

Singer BhokJ B.V (Netherlands) Singer Digital Media (Pvt.)

Singer Service Pius Co. Ud. UCL Holdings Vlt Ud. (B.V.I )

17. The Company had decided (o voluntary wind up both iis subsidiary companies viz., Singer India Trading Limited and Himec I ndia Limi ted as there were no business transactions taki ng p lace in these two com pan ies for the last several years. Presently, the Company had complied with all the procedural requirements in regard to memtie rs' vol untary wi ndlng up and has completed the fiti ng of ail requi site forms with the Mi mstry of Co rporate Affairs and has issued nii 'nlimations, announcements / publications in regard to the winding up of these two Companies in the Official Gazette. As on date the matieris pending with the Official Liquidators" office forming the winding up petition in the High Court of Delhi. As such, the Company has not prepared the consolidated accounts.

18. The Previous year's figures have been regrouped, rearranged and reclassified wherever necessary. Amount and other disclosure for the proceeding year arc included as an iniogral pari of the current years Financial Statements and arete be read in relation to the amount and other disclosure relating to the current year.

Jun 30, 2013

1. Corporate Information

Singer India Limited (''the Company'') is a Public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of trading / manufacturing in sewing machines and also conducts limited trading in small appliances, household / consumer durables. The Company has also undertaken contract manufacturing of sewing machines.

2. Contingent Liabilities and Commitments (to the extent not provided)

A. Contingent liabilities not provided for in respect of:

(i) Claims against the Company not acknowledged as debts pending appellate / judicial decisions*

2013 2012 (Rupees) (Rupees)

a) Income tax 3,000

b) Excise Duty 6,038 6,038

c) Value added tax / Sales tax 15,519 8,263

d) Others ( including present & ex staff) 83,924 86,771

*As certified by the management. No provision has been made in the financial statements as the Board of Directors and Audit Committee consider the probability of the claim succeeding to be remote.

(ii) Guarantees and Letter of Credits Rs. 8,745 (2012 Â Rs. 7,628).

B. Capital Commitments

The estimated amount of contracts remaining to be executed on Capital Account and not provided for net of advances Rs. 1,033 (2012 Â Rs. Nil).

3. a) Receivables, Advances (Long & Short term) and Trade payables are under process of confirmation and reconciliation. Adjustment if any, arising out of this will be accounted for in subsequent year.

b) In the opinion of the Board, the value of any assets other than fixed assets and non current investment do not have value on realization in the ordinary course of business less than the amount at which they are stated in the Balance Sheet and provisions for known liabilities have been made. All contingent liabilities have been disclosed.

4. Disclosures in respect of Company''s operating lease arrangements under Accounting Standard (AS) -19 of Leases.

a) General description of Company''s operating lease arrangements:

The Company has entered into operating lease arrangements for office premises, shops, warehouse and vehicles for its employees. Some of the significant terms & conditions of the arrangement are:

- agreements are not non-cancellable in nature and may be terminated by either party by serving a notice.

- lease arrangements which are not non-cancellable are generally renewable by mutual consent on mutually agreeable terms.

b) The Company has given a part of its office premises and warehouses on sharing basis which are not non- cancellable are generally renewable by mutual consent or mutually agreeable terms.

c) Rent in respect of above is charged / credited to the Statement of Profit & Loss.

5.1. The Company has not received from majority of parties any information/ memorandum (as required to be filed by suppliers / vendors with the notified authority under Micro, Small and Medium Enterprises Development Act, 2006), claiming their status as Micro, Small or Medium Enterprises.

5.2 Details of dues to Micro Enterprises and Small Enterprises as defined under Micro, Small and Medium

Enterprises Development Act, 2006, based on information available with the Company in respect of post sickness suppliers.

There has neither been any delay in payment nor any interest is due and remaining unpaid on the above principal or any other such dues during the year.

6. Disclosures pursuant to Accounting Standard-15 "Employee BenefitsÂ

a) The Company makes contribution towards Employees'' provident fund and Employees'' State Insurance plan scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognized Rs. 2,897 (2012 Â Rs. 2,000) towards provident fund and Rs. 184 (2012 Â Rs. 83) as expense towards contribution to these plans. Out of the total contribution made for employees'' provident fund a major part of the contribution is made to Singer India Limited Staff Provident Fund Trust and the balance amount in respect of pension fund is made to provident fund plan operated by Regional Provident Fund Commissioner. The funds of the trust have been invested under various securities as prescribed under the rules of the trust. The Company also makes good the deficiency, if any in the interest rate declared by the trust vis-Ã -vis the statutory rate.

b) The Company makes Superannuation Fund contribution to Life Insurance Corporation of India towards defined contribution retirement for qualifying employees. The Company has recognized Rs. 874 (2012 - Rs. 777) as expense towards contribution made during the year.

c) Defined Benefit Plan

i) Disclosure relating to Defined Benefit Plan as per Actuarial Valuation as on 30th June, 2013 using Projected Unit Credit Method and recognized in the Financial Statements in respect of Employees Benefits Schemes.

7. The Company has reviewed the impairment of assets at the year end and noted that none of the assets have to be impaired as on 30th June, 2013.

8. The Company appointed Government Registered approved valuer to assess the fair market value of Leasehold Land and Building at Jammu and accordingly revalued the book value of Leasehold Land and Building as at 30th June, 2013. This resulted in increase in value of Leasehold Land and Building by Rs. 61,906 and Rs. 31,651 respectively and creation of Revaluation Reserve aggregating to Rs. 93,557.

9.1 The Board of Industrial and Financial Reconstruction (BIFR) constituted under The Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), vide its order dated 11th September, 2006, had declared the Company as a sick industrial company in terms of section 3(1)(o) of SICA. BIFR taking in account the positive net worth position of the Company as on 30th June 2012 observed that the scheme sanctioned for revival of Singer India Limited vide its order dated 28.4.2008/8.5.2008 have been substantially implemented, all secured creditors have been settled and all statutory dues paid, the Hon''ble bench vide its order dated 4th March, 2013 directed that:

a) the Company ceases to be a sick industrial company within the meaning of SICA and has discharged the Company from the provisions of SICA / BIFR.

b) all creditors, statutory authorities are at liberty to recover their dues in accordance to Sanctioned Scheme in 2008.

c) un-implemented portions of the sanctioned scheme would be implemented by all concerned.

9.2 The Company has also started its trial manufacturing operations at Jammu Factory in May-June 2013 after settlement of all its issues of the Jammu Factory. Productions commenced on and from July 3, 2013.

9.3 The appeal filed by the Company and some of the unsecured creditors relating to the quantum of the money to be paid to them under the scheme is pending before the Hon''ble AAIFR.

9.4 The Company does not use derivative financial instruments such as forward exchange contracts and interest rates swaps to hedge its risks associated with foreign currency fluctuations and interest rate or for trading / speculation purposes.

10. Mr. K.K.Gupta, the non-executive chairman was appointed as advisor on retainership fee and other bonafide reimbursement / benefits w.e.f. 1st January, 2012 which was subsequently approved by Shareholders through postal ballot, result of which was declared on 29th March, 2012. The Company made an application to Central Government seeking approval u/s 309(4) of the Companies Act, 1956, which was subsequently not approved on 31st May, 2013, on the technical ground that the tenure / period of proposed payment of remuneration was not specified in the resolution. The Company has made applications for reconsideration and review on 14th June, 2013 and 22nd July, 2013. The remuneration paid amounting to Rs. 774 for the period 1st January, 2012 to 30th June, 2012, and Rs. 855 for the period 1st July, 2012 to 31st December 2012 is subject to the approval of Central Government. However, as a matter of abundant precaution the Company is in the process of regularizing the appointment for this tenure at ensuing Annual General Meeting of Shareholders. The remuneration for the period 1st January 2013 to 30th June, 2013 amounting to Rs. 742 is subject to approval of Shareholder and Central Government. Mr. K.K.Gupta is holding this remuneration in trust on behalf of the Company.

11. The Company deals (trades / manufactures) mainly in sewing machines and also traded (limited) in small appliances & Household/Consumer durables. The Company has also undertaken contract manufacturing. Small appliances & household / consumer durables & contract manufacturing forms only a negligible percentage of total turnover those are distinguishable and subject to same risks & returns on sewing machines. The Company''s operating business is organized and managed according to the nature of products and services provided to offer similar products and serving similar markets. The primary reporting has been prepared on the basis of this business segment. The disclosures as required under AS-17 on primary business segment has not been provided as the Company deals only in one business segment based on risks & returns, the organization structure and internal financial reporting. The Company also exports its products, but the disclosure as required under AS-17 on geographic segment has not been provided as the total value of exports is less than 10% of total revenue.

12. The Company''s manufacturing is also done under ''contract manufacturing'' by parties. Based on the legal opinion, the liability to pay excise duty is of the contractor who is to pay excise duty on assessable value which has been re- imbursed by the Company to them.

13. The Company has calculated its tax liability after considering Minimum Alternate Tax (MAT). This has not resulted in an additional expense as MAT is to be set off against any future liability and accordingly MAT Credit Entitlement has been shown under long-term loans & advances in Balance Sheet.

14. Arising out of a decision taken by the Board of Directors and in terms of the trademark license agreement entered into between the Company and Singer Asia Holdings B.V. (Netherlands) (a related party), the Company has agreed to pay Trade Mark License fee @1% on Consolidated revenue (total external sale less cash discount) effective from 1st April, 2012. The Company has accounted Trade Mark License fee aggregating to Rs. 22,131 excluding taxes (inclusive of Rs. 3,858 for 1st April, 2012 to 30th June, 2012) and taxes of Rs. 2,735 thereon during the year ended 30th June, 2013.

15. In accordance with Accounting Standard on "Related Party DisclosuresÂ (AS 18), the disclosure in respect of transactions with the Company''s related parties are as follows:

a) Names of related parties* and description of relationships having transactions during the year:

i. Holding Company Singer (India) B.V. (Netherlands)

ii. Ultimate Holding Company Retail Holding N.V. (Curacao)

iii. Holding Company of Singer Asia Singer Asia Limited (Cayman Islands)

Holding B.V. (Netherlands)

iv. Subsidiary Companies Himec India Limited (under liquidation)

Singer India Trading Limited(under liquidation)

v. Associates Brand Trading (India) Pvt. Ltd.

Singer Asia Holdings B.V. (Netherlands)

vi. Key Management Personnel Mr. K.K. Gupta, Chairman

Mr. Rajeev Bajaj, Managing Director

vii. Name of related parties* where control exists having no transactions during the year:

Associates

Btindia Limited (B.V.I.)

Reality (Lanka) Ltd.

Regnis (Lanka) PLC

Regnis Appliances (Pvt.) Ltd.

Singer Asean Trading Limited (B.V.I.)

Singer (Broker) Limited

Singer (Pakistan) B.V. (Netherlands)

Singer (Sri Lanka) B.V. (Netherlands) Singer (Thailand) B.V. (Netherlands)

Singer Asia Finance B.V. (Curacao)

Singer Asia Holdings N.V. (Curacao)

Singer Bhold B.V. (Netherlands)

Singer Service Plus Co. Ltd.

Singer Bangladesh Limited

Singer Industries (Ceylon) PLC

Singer Leasing (Thailand) Co. Ltd.

Singer Corporation Limited (Hong Kong)

Singer Finance (Lanka) PLC

Singer Pakistan Limited

Singer Srilanka PLC

Singer Thailand Public Co. Limited

Thailnvest B.V. (Netherlands)

Telshan (Pvt) Ltd.

UCL Asia Partners L.P.

ReHo Limited

UCL Holdings VII Ltd. (B.V.I.)

16. Value of imported and indigenous Raw material consumed:

17. The Company had decided to voluntary wind up both its subsidiary companies viz., Singer India Trading Limited and Himec India Limited as there were no business transactions taking place in these two companies for the last several years. Presently, the Company had complied with all the procedural requirements in regard to members'' voluntary winding up and has completed the filing of all requisite forms with the Ministry of Corporate Affairs and has issued all intimations, announcements / publications in regard to the winding up of these two Companies in the Official Gazette. As on date the matter is pending with the Official Liquidators'' office for filing the winding up petition in the High Court of Delhi. As such, the Company has not prepared the consolidated accounts.

18. The Previous year''s figures have been regrouped, rearranged and reclassified wherever necessary. Amount and other disclosure for the preceeding year are included as an integral part of the current year''s Financial Statements and are to be read in relation to the amount and other disclosure relating to the current year.

Jun 30, 2012

1. Corporate Information

Singer India Limited (The Company') is a Public Company domiciled in India and incorporated under Ihe provisions of the Companies Act, 1956. The Company is, engaged in the business of trading in sewing machines and also conducts limited trading in small appliances, household / consumer durables and has also undertaken contract manufacturing.

2.1. Basis of Preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these Financial Statements to comply in all material aspects with the Accounting Standards notified under the Companies Accounting Standard Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The Financial Statements have been prepared on accrual basis and underthe historical cost convention.

The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year, except for the change in accounting policy explained below.

a) The Company's Authorized Capital comprises of two class of shares. The Equity shares have a par value of Rs. 10 each and the Redeemable Preference shares have a par value of Rs. 100 each. No.Redeemable Preference Shares have been issued.

b) Terms / Rights attached to the Equity Shares

The Company has at present one class of shares i.e. equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The.dividend if any, is proposed by the Board of Directors & is subject to the approval of the shareholders in the ensuing Annual General Meeting, in the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per the records of the Company, including its register of shareholders /members and other declaration received from Ihe shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

c) 9,177,900 Equity Shares of Rs. 10 each were allotted through preferential basis as fully paid up to Singer (India) B.V.

Netherlands Ihe Holding Company consequent to compliance with the scheme of rehabilitation sanctioned by the Hon'ble BIFR. Out of which 8,27,900 Equity Shares of Rs. 10/- each were allotted by converting 10% amount borrowed from them in form of external commercial borrowing.

3. Contingent Liabilities and Commitments (to the extent not provided)

A. Contingent liabilities not provided for in respect of:

(i) Claims against the Company pending appellate /judicial decisions*

2012 2011 (Rupees) (Rupees)

a) Income tax 3,000 3,000

b) Excise Duty 6,038 6,038

c) Value added tax/Sales tax 8,263 6,631

d) Employees State Insurance dues - 1,496

e) Others (including present & ex staff) 86,771 83,664

*As certified by the management. No provision has been made in the financial statements as the Board of Directors and Audit Committee consider the probability of the claim succeeding to be remote.

(ii) Guarantees and Letter of Credits Rs. 7,628 (2011-Rs. 5,473).

B. Commitments

Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. Nil (2D11 -Rs.228).

4. a) Receivables, Advances, (Long & Short term) and Trade payables are under process of confirmation and reconciliation. Adjustment if any, arising out of this will be accounted for in subsequent year.

5. No amount is paid /payable by the Company under Section 441A of the Companies Act, 1956 (Cess on turnover) since rules specifying the manner in which the Cess shall be paid has not been notified yet by the Central Government.

6. Disclosures in respect of Company's operating lease arrangements underAccounting Standard (AS) of Leases.

a) General description of Company's operating lease arrangements:

The Company has entered into operating lease arrangements for office premises, shops, warehouse and vehicles for its employees. Some of the significant terms & conditions of the arrangement are:

- agreements are not non-cancelable in nature and may be terminated by either party by serving a notice.

- lease arrangements which are not non-cancelable are generally renewable by mutual consent on mutually agreeable terms.

b) The Company has given a part of its office premises and warehouses on sharing basis which are not non- cancelable are generally renewable by mutual consent or mutually agreeable terms.

c) Rent in respect of above is charged / credited to the Statement of Profit & Loss.

6.1. The Company has not received from majority of parties any information/ memorandum (as required to be filed by suppliers / vendors with the notified authority under Micro, Small and Medium Enterprises Development Act, 2006), claiming theirstatus as Micro, Small or Medium Enterprises.

6.2 Details of dues to Micro Enterprises and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006. This is based on information made available to the Company (Post pre- sickness Suppliers).

good deficiency, if any, in the interest rate declared by trust vis-a-vis statutory rate. During the year the -Company has paid Rs. Nil (2011 - Rs. 800) for shortfair in contribution and shown under the head Employees Benefit Expense.

ASB Guidance on implementing AS 15. Employee Benefits states that benefits involving employer established provident funds, which require interest shortfalls to be recompensed are to be considered as defined beneft plans. Pending the issuance of the guidance note from the Actuarial Society of India, the Company's actuary has expressed an inability to reliably measure provident fund liabilities. Accordingly the Company is unable to exhibitthe related information.

In accordance with the provisions of the Employees Provident Funds and Miscellaneous Provision Act. 1952, eligible employees of the Company are entitled to receive benefits with respect to provident fund, a defined contribution plan in which both the Company and the employee contribute monthly at a determined rate (currently 12% of employee's basic salary).

b) The Company makes contribution towards ESIC to a defined contribution benefit plan for qualifying employees. The ESIC plan is operated by Director, Employees Stale insurance Corporation. The Company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefits.

c) The Company makes Superannuation Fund contribution to Life Insurance Corporation of India towards defined contribution retirement for qualifying employees.

d) The Company has recognized in the Statement of Profit & Loss Rs. 2,000 (2011 - Rs. 2,613) for Provident Fund and Rs. 83 (2011 -Rs.92)for ESIC and Rs. 777 (2011 -Rs.612)forSuperannuation.

As per past practice, the Company has charged depreciation/impairment on such assets aggregating to Rs. 3.B76 (2011 - Rs. 2,238) which has resulted in increased depreciation/impairment & reduced profit to that extent.

7.1 Based on technical evaluation by an independent Chartered Professional Engineer, foundry equipment and machinery for 974 model are not economically viable and useful to resume production and accordingly a sum of Rs. 1.700 (2011 - Rs. Nil) has been provided towards impairment cost of these assets and charged off to the Statement of Profit & Loss under the head Miscellaneous Expenses in Note 29.

8.1 The Board of Directors had made a reference dated 17 May 2005 to the Board for Industrial and Financial Reconstruction (BIFR) constituted under Sick Industrial Companies (Special Provisions) Act, 1985.

Subsequently, vide BIFR's order dated 11 September 2006, the Company was declared a sick industrial Company in terms of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985. BIFR vide order dated 28.4.2008/8.5.2008 has sanctioned the Rehabilitation Scheme for implementation and State Bank of Travancore has been appointed as Monitoring Agency. The scheme sanctioned envisaged:

a) Infusion of fresh funds by promoters

b) Reliefs & concession from various concerned parties viz. Creditors, Promoters, Associates, ECB lenders etc.

c) Capital/debt restructuring, induction of fresh funds, derating of existing equity capital and subsequent consolidation of derated shares.

d) Write back of identified liabilities and payment of all liabilities under litigation appeal and not covered by scheme.

8.2 The Company had already completed its capital restructuring including the additional new subscription by its Promoters, settling with the Secured Creditors and some of the Unsecured Creditors. The appeal filed by the Company and some of the unsecured creditors relating to the quantum of the money to be paid to them under the scheme is pending before the Hon'ble AAIFR.

The operations at Jammu manufacturing Unit remained suspended. The Company however has made a significant progress in reaching an in principle understanding with the representative of the workers for settlement with the workers and re-start of the Jammu manufacturing Unit subject to the Company's request for restoration of power connection and the settlement of electricity dues for the period of closure being granted by the J & K Government. The Company expects an early resolution to its primary and important agenda to restart its manufacturing operations shortly.

9. Based on Future Projections taken on record the company is virtually certain that it should be able to realize deferred tax asset on account of unabsorbed depreciation to the extent of Rs. 14,495. As a matter of prudence the Company has not accounted deferred tax assets on account of Unabsorbed Business Losses amounting to Rs. 88,408.

10.1 The Company does not use derivative financial instruments such as forward exchange contracts and interest rates swaps to hedge its risks associated with foreign currency fluctuations and interest rate or for trading / speculation purposes.

11. Managerial Remuneration (Retainership fee and other bonafide reimbursement / benefits) amounting to Rs. 774 (2011 - Rs. Nil) paid for the period 1 Ã January, 2012 to 30th June, 2012 to non-executive Chairman is subject to approval of the Central Government.

12. The Company trades mainly in sewing machines. It also traded (limited) in small appliances & Household/Consumer durables. The Company has also undertaken contract manufacturing. Small appliances & household / consumer durables & contract manufacturing forms only a negligible percentage of total turnover those are distinguishable and subject to same risks & returns on sewing machines. The Company's operating business is organized and managed according to the nature of products and services provided to offer similar products and serving similar markets. The primary reporting have been prepared on the basis of this business segment. The disclosures as required under AS-17 on primary business segment has not been provided as the Company deals only in one business segment based on risks & returns, the organization structure and internal financial reporting. The Company also exports its products, but the disclosure as required under AS-17 on geographic segment has not been provided as the total value of exports is less than 10% of total revenue.

13. The Company's manufacturing is done under contract manufacturing by parties for the Company. Based on the legal opinion, the liability to pay excise duty is of the contractor who is to pay excise duty on assessable value which has been re-imbursed by the Company to them.

14. The tax year for the Company being the year ending 31st March, no tax is payable for the year ended 31st March 2012 pursuant to Section 115JB (2) [explanation 1 (vii)]ofthe Income tax Act, 1961. The provision for taxation for the year is the aggregate of provision made for three months ended 30th June. 2012, the ultimate tax liability of which will be determined on the basis of the figures for the period 1st July 2012 to 31st March 2013. The Company has calculated its tax liability after considering Minimum Alternate Tax (MAT). This has not resulted in an additional expense as MAT is to be set off against any future liability and accordingly MAT Credit Entitlement Rs. 4,635 has been shown under long-term loans & advances in Balance Sheet.

Jun 30, 2010

1. Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs.Nil

(2009- Rs.Nil).

2.1. Contingent liabilities not provided for in respect of:

As at 30th As at 31st

June, 2010 March, 2009

(Rupees) (Rupees)

a) Claims against the Company not acknowledged as debts*

- Employees State Insurance dues 1,496 1,545

- Others ( including present & ex staff) 89,670 77,810

b) In respect of demands pending disposal of appeals (excluding interest leviable, if any)*

- Sales Tax 13,043 23,176

- Excise Duty 8,576 8,576

- Income tax 9,500 16,483

-As certified by the management.

No provision has been made in the financial statements as the Board of Directors /Audit Committee considers the probability of the claim succeeding to be remote.

3.1 In the opinion of the Board, the value on realization of current assets, loans & advances in the ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet and Provisions for all known liabilities have been made.

3.2 Creditors are under process of review, confirmation and reconciliation. Adjustment, if any, arising will be accounted for on reconciliation.

4. No amount is paid / payable by the Company under Section 441 of the Companies Act, 1956 (Cess on turnover) since rules specifying the manner in which the Cess shall be paid has not been notified yet by the Central Government.

5. Margin deposits with banks amounting to Rs.3,948 in earlier years has been written off due to non availability of expired guarantees and inability of banks to refund the same despite confirmation and follow up by the Company on regular basis.

6.1 i) The Company has entered into operating lease arrangement for office premises, shops, warehouse and residential premises. Some of the significant terms and conditions of the arrangements are:

- agreement may generally be terminated by either party on serving a notice period.

- the lease arrangements are generally renewed on expiry of lease period subject to mutual agreement.

- the Company shall not sublet, assign or part with the possession of the premises without prior written consent of lessor.

ii) Rent in respect of above is charged to Profit & Loss Account.

6.2 The Company has given a part of its office premises on sharing basis and during the current period the Company had received Rs. 4,389 (2009 Ã Rs.1,619). Future rental income not later than one year is Rs. 3,598 (2009 Ã Rs. 2,642).

7.1 The Company has not received from majority of parties any information / memorandum (as required to be filed by suppliers / vendors with the notified authority under Micro, Small and Medium Enterprises Development Act, 2006), claiming their status as Micro, Small or Medium Enterprises.

8. Employees Benefits

8.1 Defined Contribution Plans

a) The contribution of Provident Fund are made to a recognized Provident Fund/Family Pension Fund which covers all the employees. Condition for grant of exemption stipulates that employer shall make good deficiency, if any, in the interest rate declared by trust vis-ÃÂ -vis statutory rate. During the period the Company has accounted Rs. 667 for shortfall in interest.

ASB Guidance on implementing AS 15, Employee Benefits (revised 2005) states that benefits involving employer established provident funds, which require interest shortfalls to be recompensed are to be considered as defined benefit plans. Pending the issuance of the guidance note from the Actuarial Society of India, the Companys actuary has expressed an inability to reliably measure provident fund liabilities. Accordingly the Company is unable to exhibit the related information.

In accordance with the provisions of the Employees Provident Funds and Miscellaneous Provision Act, 1952, eligible employees of the Company are entitled to receive benefits with respect to provident fund, a defined contribution plan in which both the Company and the employee contribute monthly at a determined rate (currently 12% of employees basic salary).

b) The Company makes contribution towards ESIC to a defined contribution benefit plan for qualifying employees. The ESIC plan is operated by Director, Employees State Insurance Corporation. The Company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefits.

c) The Company makes Superannuation Fund contribution to Life Insurance Corporation of India towards defined contribution retirement for qualifying employees.

d) The Company has recognized in Profit & Loss Account of Rs.2,488 (2009 Rs. 1,865) for Provident Fund and Rs.54 (2009 Ã Rs. 162) for ESIC and Rs.571 (2009 Ã Rs. 373) for Superannuation.

8.2.3 The estimates of future salary increase in actuarial valuations take account of inflations, seniority, promotion and other relevant factors such as supply and demand factors in employment market.

8.2.4 Gratuity expenses and Leave Encashment have been recognized under the head "Personnel Expenses".

9.2 Based on the technical evaluation by an independent Chartered Professional Engineer, foundry equipments and machinery for 974 model are not economically viable and useful to resume production and accordingly a sum of Rs.7,815 (2009 - Nil) has been provided towards impairment cost of these assets.

9.3 In respect of other assets, the Board is of the view that no impairment is necessary as the Company intends to commence operations.

10.1 The net worth of the Company has been completely eroded. The Board of Directors had made a reference dated 17 May 2005 to the Board for Industrial and Financial Reconstruction (BIFR) constituted under Sick Industrial Companies (Special Provisions) Act, 1985. Subsequently, vide BIFRs order dated 11 September 2006, the Company was declared a sick industrial Company in terms of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985. BIFR vide order dated 28.4.2008/8.5.2008 has sanctioned the Rehabilitation Scheme for implementation and State Bank of Travancore has been appointed as Monitoring Agency. The scheme sanctioned envisaged:

a) Infusion of fresh funds by promoters

b) Reliefs & Concession from various concerned parties viz. Creditors, Promoters, Associates, ECB lenders etc.

c) Capital / debt restructuring, induction of fresh funds, derating of existing equity capital and subsequent consolidation of derated shares.

d) Write back of identified liabilities and payment of all liabilities under litigation appeal and not covered by scheme

10.2 Based on the Honble BIFRs Order dated 28th April, 2008 the Company had written back 90% of the liability of unsecured creditors aggregating to Rs. 228,762 in earlier years and taken to Income Ã Exceptional items. However, on the basis of an appeal against the order by certain section of unsecured creditors, the Honble AAIFR has vide order dated 28th May, 2010 set aside paras 11.8 (a) to (c) of the above BIFRs order relating to unsecured creditors and has directed the BIFR to hear the appellants before passing appropriate orders. Pending final order from the BIFR, the Company has not yet reversed the said adjustment entry. Had the same been carried out, the profit for the period ended 30.06.2010 would have been lower by Rs. 228,762 and also this would have eroded the networth of the Company to that extent. The Company has also filed an appeal to Appellate Authority for Industrial & Financial Reconstruction contesting certain parts of the scheme which are pending for its disposal. It has however, implemented certain parts of the scheme.

11. The accumulated losses have exceeded the paid-up Share Capital and Reserves. The losses would further increase if adjustments as mentioned in para 10.2 would have been carried out. The Directors of the Company have prepared the financial statements on a going concern basis, i.e. the Company will be able to realize all its assets at their carrying values as at 30.6.2010 and discharge all its liabilities as at 30.6.2010 in the normal course of business. Further as such, the Financial Statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts, or to amounts and classification of liabilities that may be necessary in case the Company is unable to continue as a going concern. The Company is dependent on the support from the Holding Company.

12. In accordance of the provision of Accounting Standard 22 "Accounting for Taxes on Income" the Company would have had deferred tax asset primarily comprising of unabsorbed business loss/ depreciation, retirement benefits etc. However, as the management is not virtually / reasonably certain of subsequent realization of assets, no deferred tax has been computed or recognized.

13. As per legal opinion obtained, no provision for tax (MAT) is required to be made.

14. The loan from Brand Trading India Private Ltd., an Associate Company, shown under Unsecured Loan is repayable on demand and is interest free.

15.2 The Company does not use derivative financial instruments such as forward exchange contracts and interest rates swaps to hedge its risks associated with foreign currency fluctuations and interest rate or for trading / speculation purposes.

16. The Company trades mainly in sewing machines. In 2009 it also traded (limited) in small appliances & Household/Consumer durables. During the year the Company has also undertaken contract manufacturing. Small appliances & household / consumer durables & contract manufacturing forms only a negligible percentage of total turnover that are distinguishable and subject to same risks & returns on sewing machines. The Companys operating business is organized and managed according to the nature of products and services provided to offer similar products and serving similar markets. The primary reporting has been prepared on the basis of this business segment. The disclosures as required under AS- 17 on primary business segment has not been provided as the Company deals only in one business segment based on risks & returns, the organization structure and internal financial reporting.

The Company also exports its products, but the disclosure as required under AS-17 on geographic segment has not been provided as the total value of exports is less than 10% of total revenue.

17. In accordance with Accounting Standard on "Related Party Disclosures" (AS 18), the disclosure in respect of transactions with the Companys related parties are as follows:

a) Names of related parties* and description of relationships having transactions during the year:

i. Holding Company Singer (India) B.V. (Netherlands)

ii. Holding of Holding Company Singer Asia Holdings B.V. (Netherlands)

iii. Ultimate Holding Company Singer Asia Limited (Cayman Island)

iv. Subsidiary Companies Himec India Limited

Singer India Trading Limited

v. Associates Brand Trading India Pvt. Ltd.

Singer Asia Sourcing Limited (B.V.I) Singer Bangladesh Limited Singer Industries (Ceylon) PLC

vi. Key Management Personnel Mr. K.K. Gupta, Chairman & CEO

Mr. Rajeev Bajaj, Director Finance & CFO Mr. P.R. Nandanan, Alternate Director

vii. Name of related parties* where control exists having no transactions during the year:

Associates

Btindia Limited (BVI)

International Leasing & Financial Services Ltd.

Reality (Lanka) Ltd.

Regnis (Lanka) PLC Retails Holdings N.V.

Meritec India Ltd.

Singer (Broker) Limited

Singer (Pakistan) B.V. (Netherlands)

Singer (Sri Lanka) B.V. (Netherlands)

Singer (Thailand) B.V. (Netherlands)

Singer Asia Finance B.V. (Netherlands Antilles)

Singer Asia Holdings N.V. (Netherlands

Antilles) Singer Bhold B.V. (Netherlands)

Singer Corporation Limited (Hong Kong)

Singer Finance (Lanka) Limited

Singer Pakistan Limited

Singer Srilanka PLC

Singer Thailand Public Co. Limited

Thailnvest B.V. (Netherlands)

Telshan (Pvt) Ltd.

18. The Company has made necessary applications to Registrar of Companies/Regional Director/Company Law Board seeking approvals / condonation for various matters raised under Section 372A, 217 (2A), 211, 309 (1) etc. of the Companies Act, 1956.

19. The Company had decided to voluntary wind up both its subsidiary companies viz., Singer India Trading Limited and Himec India Limited as there were no business transactions taking place in these two companies for the last several years. Presently, the Company had complied with all the procedural requirements in regard to members voluntary winding up and has completed the filing of all requisite forms with the Ministry of Corporate Affairs and has issued all intimations, announcements / publications in regard to the winding up of these two Companies in the Official Gazette. As on date the order is awaited in regard to this members voluntary winding up.

20. The current financial period represents fifteen months from 1st April, 2009 to 30th June, 2010 and hence not comparable to the previous year figures. The previous years figures have been regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. The previous year figures are not comparable with current period due to opening/ closures of shops in previous year.

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