Singer India Ltd Directors Report

Dear Members

Your Directors hereby submit the Forty-Sixth Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended 31^st March 2024.

FINANCIAL RESULTS

The Companys financial performance for the year ended on 31^st March 2024 is summarized below:

(Rupees in Lakhs)

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from Operations	42,540.73	46,029.66
Other Income	765.90	445.62
Total Income	43,306.63	46,475.28
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) and exceptional items	910.65	632.47
Finance cost	34.28	59.07
Depreciation & Amortization expense	263.25	201.97
Profit before tax and exceptional item	613.12	371.43
Exceptional item	-	724.39
Provision for Tax Expenses	163.31	263.93
Profit After Tax	449.81	831.89
Other Comprehensive Income, net of tax	(7.80)	(0.61)
Total Comprehensive Income	442.01	831.28
Earnings per Equity share of Rs.2/- Basic (Rs.)	0.73	1.52
Earnings per Equity share of Rs.2/- Diluted (Rs.)	0.73	1.52

FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

During FY 2023-24, the Company adeptly navigated a challenging business environment, encountering both setbacks and achievements. This period highlighted the Companys resilience and the collective strength of its team. Despite numerous obstacles, the Company demonstrated confidence and determination in overcoming each challenge.

Revenue from operations for the year ended 31st March 2024 (FY 24) was INR 425 crore, reflecting a 7.6% decrease compared to the previous year (FY 23). The Companys Profit Before Tax and exceptional items grew by 65%, reaching INR 6.1 crore compared to INR 3.7 crore in FY 23. The Profit After Tax for FY 2023-24 increased by 51.2%, amounting to INR 4.5 crore, excluding exceptional items, compared to last years INR 3.0 crore. Including exceptional items, the Profit After Tax for FY 2023-24 was INR 4.5 crore, compared to INR 8.3 crore in the previous year, which included an exceptional income of INR 5.3 crore from the sale of idle land and buildings in Jammu. Overall product gross margins improved by 2.9% in FY 2023-24, driven by better sales price realisation, product mix enhancements, and various cost optimisation initiatives.

The Sewing Machine Business revenue for FY 24 stood at INR 308.2 crore, slightly lower than FY 23s INR 312.8 crore. The decline was primarily due to the cancellation of the Zig Zag Sewing machine license by the BIS and the suspension of certain products by the Canteen Store Department (CSD). However, growth in the Industrial and Artisan Sewing Machine categories, along with subsequent BIS approval to import through NOC and the resolution of CSD suspensions in Q4, mitigated the overall impact.

The Home Appliances Business revenue was INR 117.2 crore, a 20.5% drop from the previous years INR 147.5 crore. The Company focused on reducing the operating loss in this segment by discontinuing unprofitable products and related operating costs, and realigning strategies to prioritise high-margin products and channels. This strategy resulted in reduced revenue and operating losses for the year.

Looking ahead, the Company is poised to embark on an ambitious product innovation plan, focusing on enhancing consumer experiences in the black household sewing machine range and expanding the Zig Zag category with high-tech electronic and state-of-the-art embroidery machines. These initiatives aim to reinforce the Companys market position. To drive growth and increase market share, the Company will enhance dealer engagement and implement targeted marketing strategies to boost brand visibility. In the home appliances segment, the focus will be on selected categories to achieve substantial growth while phasing out unprofitable ones. Additionally, the Company plans to develop innovative premium products with unique selling propositions to command better pricing and premium positioning in the consumer market.

A detailed analysis of the Companys state of affairs can be found in the ‘Management Discussion and Analysis section of this report.

HUMAN CAPITAL

The Company upholds high standards of Human Resource management, ensuring regulatory compliance and offering continuous learning and development opportunities. In Financial Year 2023-24, the Company was certified as a Great Place to Work, enhancing confidence among internal and external stakeholders.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

The Board of Directors has decided not to recommend any dividend for the Financial Year 2023-24 to support future expansion plans of the Company.

TRANSFER TO RESERVES

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

SHARE CAPITAL

Authorised Capital

During the Financial Year 2023-24, there was no change in the authorised share capital of the Company. As on March 31,2024, the Authorised Share Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares having a nominal value of Rs. 2/- (Rupees Two Only) each.

Issued, Subscribed and Paid-up Capital

As on March 31, 2024, the Issued, Subscribed and Paid- up Equity Share Capital of the Company is Rs. 12,23,86,078 (Rupees Twelve Crore Twenty-Three Lakhs Eighty-Six Thousand Seventy-Eight Only) divided into 6,11,93,039 (Six Crores Eleven Lakhs Ninety-Three Thousand Thirty-Nine Only) equity shares having a nominal value of Rs. 2/- (Rupees Two Only) each.

The Company has not issued shares with differential voting rights or sweat equity shares during the year 2023-24. As on 31^st March 2024, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

Employee Stock Option Scheme

Singer Employee Stock Option Scheme 2023 (‘ESOP Scheme) for the issuance and allotment of options exercisable into, not more than 36,00,000 (Thirty-Six Lakhs) equity shares having face value of Rs. 2/- (Rupees Two Only) each to eligible employees of the Company was put forward to the members of the Company for their approval through Postal Ballot Notice dated 5^th April 2023. On 28^th April 2023, the Scheme was approved by the members of the Company by giving their assent on the implementation of the Scheme.

As on March 31,2024, the total number of stock options granted pursuant to ESOP Scheme is 32,50,000 (including forfeited options) options out of 36,00,000 equity shares. No options

have been vested under the ESOP Scheme and consequently, no allotment of shares was made under the ESOP Scheme. Due to resignation of an employee 50,000 options have been lapsed during the year which was granted to him during his tenure.

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

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

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

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

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

The Company had sent individual notices and also advertised in the newspapers seeking action from the members who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company had, accordingly, transferred Rs. 94,467.50/- being the unpaid and unclaimed dividend amount pertaining to financial year 2015-2016 and transmitted 6,560 (on account of Unclaimed Dividend for FY 2015-2016) Equity Shares of the Company into the DEMAT Account of the IEPF Authority held with CDSL (DPID/ Client ID 1204720013676780) during the financial year 2023-24 in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

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

The Company will be transferring the final dividend and corresponding shares for the financial year 2016-17 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred to above before they are transferred to the said Fund. The due dates for the transfer of unclaimed dividends to IEPF are provided in the report on Corporate Governance. Details of shares/shareholders in respect of which dividend has not been claimed, are provided on the website of the Company at www.singerindia.com. The shareholders who have not encashed their dividend warrants for the financial year 2016-17 or any subsequent year are requested to lodge their claims for claiming unclaimed Dividend. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

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

On 13^th November 2019, the Board of this subsidiary company initiated voluntary liquidation process of its affairs under Section 59 of the Insolvency and Bankruptcy Code 2016 read with Insolvency and Bankruptcy Board (Voluntary Liquidation Process) Regulations, 2017. The liquidation received the necessary approvals from shareholders, creditors, and other concerned parties. Subsequently, at the Extraordinary General Meeting held on 31^st January 2020, BTIPL formally resolved to end operations and appointed the liquidator.

Financial information of the subsidiary had been consolidated till 31^st January 2020 on a line-by-line basis. Intra-group balances and transactions were eliminated during consolidation for the period ending on that date. Accordingly, consolidated financial results had not been prepared and presented since the quarter ended 30^th June 2020 and as on 31^st March 2024, the liquidation proceedings are still under process.

During the year under review, the Company does not have any Associate or Joint Venture Company. Consequently, consolidation of financial statements with other entities is not required.

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

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary Company as 31^st March 2024 in Form AOC-1 is annexed to this Report as Annexure - I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As on 31^st March 2024, the Board is comprised of 9 (nine) Directors, out of which 1 (one) is Executive Managing Director, 4 (four) are Non-Executive Non-Independent Directors and 4 (four) are Non-Executive Independent Directors (including one Woman Independent Director).

Further, during Financial Year 2023-24 and till date of this report, following changes occurred in Directorship and Key Managerial Personnel positions of the Company:

• Mr. Rajesh Relan (DIN: 00505611) was appointed as Additional Director (Non-Executive Independent Director) on the Board of the Company with effect from 23^rd March 2023. His appointment as Non-Executive Independent Director of the Company was put forward to the members of the Company for their approval through Postal Ballot Notice dated 5^th April 2023 and on 28^th May 2023, appointment was approved by the members of the Company.

• Mr. Rajeev Bajaj has stepped down from the position of Managing Director of the Company with effect from 30^th April 2023. Mr. Rakesh Khanna (DIN: 00266132) was appointed as an Additional Director on the Board of the Company with effect from 5^th April 2023. His appointment as Vice Chairman & Managing Director of the Company was put forward to the members of the Company for their approval through Postal Ballot Notice dated 5^th April 2023 and on 28^th May 2023 his appointment was approved by the members of the Company.

• Due to unavoidable circumstances, Ms. Rickee Bisla has stepped down from the position of Company Secretary & Compliance Officer of the Company w.e.f. closure of business hours on 09^th October 2023 and in her place, Ms. Rupinder Kaur was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 10^th October 2023.

• In terms of the provisions of Section 152 of the Act, Mr. Hetal Madhukant Gandhi (DIN: 00106895), Non-Executive Non-Independent Director of the Company, is liable to retire

by rotation at the ensuing Annual General Meeting (“AGM”) of the Company. Being eligible, he has offered himself for re-appointment. The Board members recommend his appointment at the ensuing AGM for due consideration and approval of members of the Company.

• Mr. Sunil Duggal (DIN: 07291685) was appointed as an Additional Director (Non-Executive Independent Director) on the Board of the Company with effect from 23^rd May 2024. His appointment as Director is proposed before the members of the Company at the upcoming 46^thAGM.

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

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

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

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)

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

CORPORATE GOVERNANCE

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

DECLARATIONS BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149, Schedule IV of the Companies Act, 2013 along with rules framed thereunder and Regulation 16 & 25 of the Listing Regulations and are not

disqualified to act as Independent Directors. Also, in the opinion of the Board of the Company, all Independent Directors of the Company have integrity, expertise, experience as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof). All the Independent Directors of the Company have complied with the provisions of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to their registration in databank.

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

BOARD MEETINGS

During the year under review, the Board of Directors of the Company met Seven (7) times. The details of meetings of the Board of Directors held during the financial year 2023-24 and attendance thereof are disclosed in the Corporate Governance Report, which forms an integral part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Based on compliance certificates received from the executives of the Company & subject to the disclosures in the financial statements for the financial year ended 31^st March 2024, in terms of the provisions of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the Annual Accounts for the year ended on 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2024 and of the profit of the Company for the period ended 31^st March 2024;

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

d) the Annual Financial Statements have been prepared on a going concern basis;

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

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

PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17 of Listing Regulations the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The manner in which the annual performance evaluation has been carried out and has been explained in the Corporate Governance Report.

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

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION POLICY

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems and procedures designed to effectively control the operations at its various functions. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures which have also been reviewed/modified periodically to further enhance the control aspects. The audit scope, methodology to be used, reporting framework are defined well in advance, subject to consideration of the Audit Committee of the Company. The Internal Auditors evaluate the efficacy and adequacy of the

internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Internal Auditors carried out quarterly procedures to verify effectiveness and efficacy of internal controls and their findings are reviewed by the management and by the Audit Committee of the Board of Directors.

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

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

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

RISK MANAGEMENT

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

Institutions. These projects/activities are also in accordance with Schedule VII of the Act.

The Company spent Rs.24.50 Lakhs during the financial year ended 31^st March 2024 on these skill development centers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

The Company had adopted a policy for prevention of Sexual Harassment of Women at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints relating to sexual harassment at workplace of any employee. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy.

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

The Company has received only one complaint during the year 2023-24 and no complaint is pending at the end of the year 2023-24.

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

ANNUAL RETURN

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

RELATED PARTIES TRANSACTIONS

Your Company has adopted a related party transactions policy. The Audit Committee reviews the policy from time to time and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the related party transactions policy. The Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at arms length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its

Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company during the year under review. The disclosures relating to related parties are explained in Note 35 in the notes to accounts attached to the Financial Statements. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 is annexed as Annexure- IV.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

The Company has received only one complaint during the year 2023-24 and no complaint is pending at the end of the year 2023-24 in respect to whistle blower policy.

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

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

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

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

The order issued by the Honble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) on December 22, 2015, regarding a dispute with nine unsecured creditors, was under appeal in both the Honble Delhi High Court and the Supreme Court. However, the Company has effectively reached amicable settlements with seven out of the nine parties involved.

On March 17^th, 2023, the Honble Supreme Court rendered a judgment clarifying that under the approval of a rehabilitation scheme pursuant to the Sick Industries Companies Act, 1985, an unsecured creditor is not entitled to reject the scaled-down value of its dues and seek recovery of the debt with interest post-rehabilitation. This ruling effectively left the opposing party (unsecured creditor) with no recourse but to withdraw their appeal filed with the Delhi High Court. Subsequently, the Delhi

High Court issued an order on January 03, 2024, dismissing the application filed by the opposing party and directing the Company to pay the amount offered as per the rehabilitation scheme to the concerned party.

STATUTORY AUDIT

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

M/s B S R & Co LLP, Chartered Accountants, (Firm Registration Number 101248W/W-100022), the Statutory Auditors of the Company has given their report(s) on the financial statements of the Company for the financial year ended 31^st March 2024, which forms part of the Annual Report. There is no qualification, reservation, adverse remark, comments, observations, or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules framed thereunder, M/s. H.O. Gulati & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ending 31^st March 2024. The Report of the Secretarial Audit is annexed herewith as Annexure - V.

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

There were no frauds reported by the Secretarial Auditors under the provisions of Section 143 of the Companies Act, 2013.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company had appointed for the financial year 2023-24, M/s. O.P. Bagla & Co. LLP, Chartered Accountants, as an Internal Auditor to conduct the Internal Audit of the Company. Their scope of work includes reviewing operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed, and suitable corrective actions are taken as per the directions of Audit Committee as on-going basis to improve efficiency in operations.

During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the SEBI Circular dated 8^th February, 2019 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. H.O. Gulati & Co., Practicing Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended 31^st March 2024 and was submitted to the stock exchange.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

COST RECORDS

During the year ended 31^st March 2024, the Company is engaged in Manufacturing and primarily in trading of Sewing Machines & related accessories and trading of Home Appliances. More than 90% of revenue generated by the Company comes from the trading activities, therefore, the turnover generated from the manufacturing activity is below the threshold limit to come under the purview of Cost Audit as per Section 148 of the Companies Act, 2013. Therefore, the Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

PARTICULARS OF EMPLOYEES

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3) (m) of the Companies Act, 2013 read with

Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure - VI to this Report.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

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

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

CAUTIONARY STATEMENT

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

APPRECIATION AND ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place: New Delhi

Date: 23.05.2024

 

Sd/-

Paresh Nath Sharma

Chairman