ANNUAL REPORT 2011 SINGER C O N T E N T S Page Board of Directors .........................................................................................1 Notice.........................................................................................................2-6 Directors' Report ......................................................................................7-11 Corporate Governance Report...............................................................11-22 Auditors' Report .....................................................................................23-25 Balance Sheet.............................................................................................26 Profit & Loss Account..................................................................................27 Cash Flow Statement..................................................................................28 Schedules to Accounts ..........................................................................29-52 Attendance Slip & Proxy Form SINGER INDIA LIMITED ANNUAL REPORT 2011 BOARD OF DIRECTORS Mr. K. K. Gupta, Chairman Mr. Ajit Kumar Mr. Deepak Sabharwal Mr. Gavin Walker Mr. K. K. Goel - Nominee of Board for Industrial & Financial Reconstruction Mr. P. N. Sharma Mr. Rajeev Bajaj, Managing Director SECRETARY Mr. Ashish Srivastava BANKERS ICICI Bank Limited Yes Bank Limited REGISTERED & A-26/4, 2nd Floor CORPORATE OFFICE Mohan Cooperative Industrial Estate New Delhi – 110044 Tel. : 91 11 40617777 Fax.: 91 11 40617799 Email: [email protected] WORKS Lane No. 4 SIDCO Industrial Estate Jammu Lane No. 2 SIDCO Indutrial Estate Phase II, Jammu Please visit our website www.singerindia.net 1 SINGER INDIA LIMITED ANNUAL REPORT 2011 NOTICE Notice is hereby given that the Thirty Third Annual General “RESOLVED THAT subject to the approval of the Meeting of the members of Singer India Limited will be held Central Government and as per section 198(4), 269, as scheduled below 309(3),310 and 311 read with Schedule XIII and other Day : Wednesday enabling provisions, if any of the Companies Act, 1956 Date : 5th October, 2011 and all guidelines for managerial remuneration Time : 4:00 P.M. issued by the Central Government from time to time, Place : Sri Sathya Sai International Centre, and such other consents and approvals as may be Institutional Area, Pragati Vihar, required, consent of the members be and is hereby Lodhi Road, New Delhi - 110003 accorded for increase in the remuneration of Mr. Rajeev Bajaj, Managing Director of the Company, to transact the following business: effective 1st July 2011 till the remaining period of his tenure upto 30th September 2011 with the liberty to the Board of Directors to alter and vary the terms and ORDINARY BUSINESS conditions as set out in the Explanatory Statement annexed hereto.” 1. To receive, consider and adopt the Balance Sheet as on 30th June 2011 and the Profit & Loss Account for “RESOLVED FURTHER THAT if the Company has the financial year ended on that date together with the no profit or inadequate profit, the remuneration as set Reports of the Directors and Auditors thereon. out in the Explanatory Statement annexed hereto shall also be the minimum remuneration payable to Mr. 2. To appoint a Director in place of Mr. Gavin Walker, Rajeev Bajaj, pursuant to Section 198 and 309 and who retires by rotation and, being eligible, offers any other applicable provisions, if any, of the himself for re-appointment. Companies Act, 1956. 3. To appoint a Director in place of Mr. Deepak 6. To consider, and, if thought fit, to pass, with or without Sabharwal, who retires by rotation and, being eligible, modification(s), the following resolution as a Special offers himself for re-appointment. Resolution: 4. To appoint Statutory Auditors to hold office from the “RESOLVED THAT subject to the approval of the conclusion of this Annual General Meeting to the Central Government and as per section 198(4), 269, conclusion of the next Annual General Meeting and to 309(3),310 and 311 read with Schedule XIII and other fix their remuneration and to pass the following enabling provisions, if any of the Companies Act, 1956 resolution thereof: and all guidelines for managerial remuneration issued by the Central Government from time to time, “RESOLVED THAT Ray & Ray, Chartered and such other consents and approvals as may be Accountants, be and are hereby re-appointed as the required, consent of the members be and is hereby Statutory Auditors of the Company to hold office from accorded for reappointment of Mr. Rajeev Bajaj as the the conclusion of this Annual General Meeting till the Managing Director of the Company and payment of conclusion of the next Annual General Meeting on remuneration to Mr. Bajaj as the Managing Director of such remuneration as may be determined by the the Company, effective 1st October 2011 for a period Board of Directors in consultation with the Auditors.” 3 years with the liberty to the Board of Directors to alter and vary the terms and conditions as set out in the Explanatory Statement annexed hereto.” SPECIAL BUSINESS 5. To consider, and, if thought fit, to pass, with or without “RESOLVED FURTHER THAT if the Company has modification(s), the following resolution as a Special no profit or inadequate profit, the remuneration as Resolution: set out in the Explanatory Statement annexed hereto 2 SINGER INDIA LIMITED ANNUAL REPORT 2011 NOTICE shall also be the minimum remuneration payable to consolidate their holdings in one folio. The share Mr. Rajeev Bajaj pursuant to Section 198 and 309 and certificates will be returned to the members after any other applicable provisions, if any, of the making necessary endorsements in due course. Companies Act, 1956. 7. Members are requested to produce the enclosed BY ORDER OF THE BOARD OF DIRECTORS attendance slip, duly signed in accordance with the FOR SINGER INDIA LIMITED specimen signatures registered with the Company for admission in the meeting hall. Place : New Delhi Ashish Srivastava Dated: 3rd August, 2011 COMPANY SECRETARY 8. It will be desirable that queries, if any, on the accounts and operation of the Company are sent to the NOTES Company 10 days in advance of the meeting so that the answers may be made readily available, which 1. The Explanatory Statement pursuant to Section would be appreciable. 173(2) of the Companies Act, 1956 is annexed hereto in respect of Special Business. 9. The shares of the Company are being compulsorily traded in dematerialized (i.e. electronic form only) in 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT the Bombay Stock Exchange. If you are still holding THE MEETING IS ENTITLED TO APPOINT A the shares in physical form, you are advised to PROXY TO ATTEND AND VOTE INSTEAD OF dematerialise your shares. For your information ISIN HIMSELF AND THE PROXY NEED NOT BE A no of the company is INE638A01027 for both the MEMBER. PROXIES IN ORDER TO BE EFFECTIVE depositories, viz National Securities Depository Ltd MUST BE RECEIVED AT LEAST 48 HOURS (NSDL) and Central Depository Services (India) Ltd. BEFORE THE COMMENCEMENT OF THE (CDSL). MEETING. 10. Documents referred to in the accompanying Notice and 3. Corporate Members are requested to send a duly the Explanatory Statements are open for inspection at certified copy of the Board Resolution/Power of the Registered office of the Company during office Attorney authorizing their representative to attend and hours on all working days except Saturdays, Sundays vote at the Annual General Meeting. and other Holidays between 11.00 A.M. and 1.00 P.M. upto the date of Annual General Meeting. 4. The Register of Members and the Share Transfer Books of the Company will remain closed from 29th 11. Pursuant to Clause 49 iv (G) (i) of Listing Agreement, September 2011 to 5th October 2011. (both days profile of directors to be re- appointed at the ensuing inclusive). Annual General Meeting has been given in the Corporate Governance Report attached to the Annual 5. In order to preserve the environment & minimize use Report. of paper, copies of the Annual Report will not be distributed at the Annual General Meeting. Members 12. NO GIFTS WILL BE DISTRIBUTED AT THE are requested to bring their copies of Annual Report. ANNUAL GENERAL MEETING. 6. Members who are holding shares in identical order of EXPLANATORY STATEMENT PURSUANT TO SECTION names in more than one folio are requested to write to 173(2) OF THE COMPANIES ACT, 1956. the Share Department of the Company, enclosing the In conformity with the provisions of Section 173 of the shares certificates to enable the Company to Companies Act, 1956 the following explanatory statement 3 SINGER INDIA LIMITED ANNUAL REPORT 2011 NOTICE which sets out the material facts relating to the Special 3. Contribution to : Rs. 137,976 p.a. paid in Business under item no’s. 5 and 6 of the accompanying Gratuity & Provident 12 equal monthly installments notice dated 3rd August, 2011 are taken as forming part of Fund the Notice. 4. Annual Performance : As decided by the Board from Award time to time up to 120% of the Item no. 5 basic salary. Mr. Rajeev Bajaj was appointed as the Whole time Director The application for approval from Central Government for designated as Finance Director & C.F.O. of the Company the above increase is being filed. w.e f. 1st October 2008 for a period of three years which was also approved by the shareholders and the Central The Board of Directors, therefore, commends the resolution Government vide letter No. SRN No.A53234738-CL-VII for your approval. dated 17th August 2009