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Notes to Accounts of Singer India Ltd.

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 “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. 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 “Related Party Disclosures” (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-à-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 „ 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 – 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 – 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 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. 2,897 (2012 – Rs. 2,000) towards provident fund and Rs. 184 (2012 – 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-à-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 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 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 ™ 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 – Rs.1,619). Future rental income not later than one year is Rs. 3,598 (2009 – 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-à-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 – Rs. 162) for ESIC and Rs.571 (2009 – 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 – 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.