Singer India Ltd Directors Report.

TO THE MEMBERS

Your Directors have great pleasure in presenting the Fortieth Annual Report and the audited financial statements for the financial year ended on 31st March 2018.

FINANCIAL RESULTS Amounts in Rupees Lacs except for EPS
Particulars For the Financial year ended on 31st March 2018 For the Financial year ended on 31st March 2017
Revenue from Operations 42,157.90 36,880.41
Other Income 131.51 192.63
Total Income 42,289.41 37,073.04
Gross Profit Before Depreciation, Interest and Tax (PBDIT) 1,434.85 1,245.30
Finance cost 56.45 12.91
Depreciation & Amortisation expense 115.30 106.92
Profit / (Loss) Before Exceptional items & Tax 1,263.10 1,125.47
Exceptional Items net (Loss) / Gain - -
Provision for Tax Expenses 367.08 363.04
Profit / (Loss) After Tax 896.02 762.43
Other Comprehensive Income (2.49) (3.93)
Total Comprehensive Income 893.53 758.50
Earnings per Equity share of Rs.2/- Basic (Rs.) 1.66 1.41
Earnings per Equity share of Rs.2/- Diluted (Rs) 1.66 1.41

OPERATIONS

The revenue from operations recorded for the financial year ended 31st March 2018 (FY 18) was Rs. 42,158 lacs as compared to Rs. 36,880 lacs in the previous financial year ended 31st March 2017 (FY 17) thus showing a growth of 14%. The growth was relatively lower due to the lingering impact of demonetization in November 2016 and implementation of the Goods and Service Tax (GST) during the year. The impact was more manifest on the sewing machine business. While the home appliances business at Rs. 11,311 lacs in the FY 18 witnessed a growth of 40%, the sewing machines and related accessories business at Rs. 30,847 lacs in FY 18 grew by 7% only. The Company responded by targeting Government business in sewing machines and educating our dealers and distributors to digitize to the extent possible.

The sewing machines and related accessories business accounted for 73% (78% in FY 17) of the revenue and the home appliances business accounted for 27% (22% in FY 17) of the revenue. The home appliances business had recorded consistent growth ever since your Company re-launched its home appliances division. This is in line with the Companys strategy to focus on both business verticals viz. sewing machines and home appliances. Higher growth could be expected from the home appliances business in the future.

Your Company is continuing to strengthen its distribution network and to revamp the product range to increase its market share in both the product segments. Improving after sales service continue to be a priority area for your Company and simultaneously working on product quality upgradation. The alternate channels like e-commerce are being focused to improve the visibility of your brand and presence.

During the FY 18 many new products like Washing machines, Gas tops, Microwave Ovens, Solar chargeable lights were added to the product range in the home appliances. Many more product offerings like items for personal grooming and other products in the Kitchen appliances segment are in the offering to enhance the product portfolio in the home appliances segment.

PROFITABILITY

The profit before tax in FY 18 at Rs 1263.10 lacs (Rs. 1125.47 lacs in FY 17) improved by 12% and profit after tax at Rs. 896.02 lacs (Rs 762.43 lacs in FY 17) improved by 18%. The home appliances business segment recorded a positive contribution (before tax, finance cost and un-allocable items) of Rs.15 Lacs in FY 18 as against a negative contribution (before tax, finance cost and un-allocable items) of Rs. 250 Lacs in FY 17

The Companys paramount objective would be to improve its profitability by focusing upon the profitable businesses and optimizing the product mix, targeting higher margins in the businesses wherever possible and cutting down unproductive costs and at the same time strengthening its brand to realize its untapped potential.

The working capital cycle needs improvement and the

Company is continuously working upon this task.

HUMAN CAPITAL

Relations with employees continued to be cordial and harmonious. HR policies of the Company are aimed at attracting, motivating and retaining employees at all levels.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the

Company.

SUB-DIVISION OF EQUITY SHARES

The shareholders of the Company had approved the subdivision of each Equity Share having a face value of Rs 10 into five Equity Shares with a face value of Rs 2 each. The corporate action date of sub-division at the stock exchange was effective from 17th January 2018.

DIVIDEND

Based on Companys better performance in yet another year, the Board of Directors recommend a dividend of Rs.0.75 per equity share of Rs. 2 each (37.5%) for the financial year ended 31st March 2018.

The dividend, subject to the approval of the Members at the Annual General Meeting on 26th July 2018, will be paid to the Members whose names appear in the Register of Members as of the close of business hours on 16th July 2018.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND

PROTECTION FUND (IEPF)

During the year under review, the Company had transferred Rs. 34,249 on 1st September 2017 in the IEPF pursuant to the provisions of section 125 of Companies Act, 2013.

PUBLIC DEPOSITS

During the year under review your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013.

The unclaimed amount of past Fixed Deposits was Rs. 25,000 (Principal) and Rs. 9,249 (Interest) to one depositor who has not furnished his original deposit receipts or indemnities. The depositor had not claimed the amount despite reminders. This unclaimed amount has been deposited with the Investor Education and Protection Fund of the Central Government within the prescribed time on 1st September 2017 in the current financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any loan, or given any guarantee or provided any security and/or made investments and thus the compliance of Section 186 of the Companies Act, 2013 is not applicable.

SUBSIDIARY COMPANIES

Singer India Trading Limited, the wholly owned subsidiary of the Company, stands dissolved as per the Order passed by the Honble Delhi High Court on 13-03-2018. Copy of the Order has been filed with the Registrar of Companies within the statutory period as per the Act.

Your Company had acquired 100% of the equity share capital of Brand Trading (India) Private Limited (BTIPL) on 11th April 2018. BTIPL is now a wholly owned Subsidiary of the Company.

DEPOSITORY SYSTEM

The Companys shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 99.60% of the total shareholding of the Company was held in dematerialized form as on 31st March 2018.

DIRECTORS

Mr. Gavin Walker, Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Resolution seeking your approval on this item along with profile of the Director and the terms and conditions are included in the Notice convening the Annual General Meeting.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called "the Listing Regulations"), a separate report on Corporate Governance is enclosed as a part of this Annual Report, duly certified by BSR & Co. LLP, Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance.

DECLARATIONS BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under provisions of the Listing Regulations.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The terms & conditions of appointment of Independent Directors can be accessed at http://www.singerindia.net/investor-relations/ independent-directors/

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the twelve months period ended on that date;

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

d. that the annual financial statements have been

prepared on a going concern basis;

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

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

The Companys Internal Auditors have conducted periodic audits to provide reasonable assurance that the Companys established policies and procedures have been followed.

BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17 of Listing Regulations the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The evaluation criteria of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of the Managerial Remuneration Policy are provided in the Corporate Governance Report.

The Nomination & Remuneration Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

INTERNAL FINANCIAL CONTROL 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 by a firm of Chartered Accountants to further enhance the control aspects. Planned periodic reviews are carried out by Internal Audit covering operations and their findings are reviewed by the management and by the Audit Committee of the Board of Directors.

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 [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

These financial statements are the first financial statements

of the Company under Ind AS.

Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed financial statements.

RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy to identify the risks associated with the business of the Company on a periodical basis and review the minimization programs to mitigate them. More details are given in the Management Discussions and Analysis report in the Annual Report.

The Risk Management Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance eport. The Annual Report on CSR activities provided in Annexure 3 to this Report. The CSR Policy of the Company can be accessed at http://www.singerindia.net/empowerment/

During the year under review, the Company had taken an initiative to run skill development centers for the benefit of the underprivileged women & men whereby they are being trained to develop their skills in the field of sewing, embroidery work and other related work to make them self-proficient and independent working member of their family.

The Company had spent Rs.35.99 Lacs during the financial year nded 31st March 2018 on these skill development centers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Listing Regulations forms part of this report and annexed thereto.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company had adopted a policy for prevention of Sexual Harassment of Women at workplace and had set up a Committee for implementation of said policy.

During the Financial year ended 31st March 2018, the ompany had not received any complaint of harassment.

The Prevention of Sexual Harassment Policy of the Company can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in

Form MGT- 9 are provided in Annexure 2 of the report.

RELATED PARTIES TRANSACTIONS

All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at 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. Hence Form AOC-2 under these rules is not applicable to the Company. The disclosures relating to related parties are explained in Note 35 in the Notes to Accounts attached to the Balance sheet.

The policy of the Company on Related Party Transactions can be accessed at http://www.singerindia.net/investor-relations/policies-codes/

VIGIL MECHANSISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee.

During the Financial year ended 31st March 2018 under review,there were no cases pertaining to whistle blower policy.

The said policy of the Company can be accessed at ttp://www.singerindia.net/about-us/policy/

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

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

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

The Order passed by the Honble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) dated 22.12.2015 in respect to the litigation with the nine unsecured creditors is in appeals before the Honble Delhi igh Court and Supreme Court. Meanwhile the Company had amicably settled out of the Court with seven parties out of these nine litigating parties.

STATUTORY AUDITORS AND AUDITORS REPORT

As per requirement of Section 139 of Companies Act 2013 M/s B S R & Co LLP, is the Statutory Auditors of the Company which requires ratification of their appointment at the ensuing Annual General Meeting of the Company. The said ratification as the Statutory Auditor required the approval of the shareholders, the same has been sought in the ensuing Annual General Meeting.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. H O Gulati & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March 2018 is provided as Annexure-1. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company.

INTERNAL AUDIT

During the Financial year ended 31st March 2018, your Company has engaged the services of M/s Ray & Ray, Chartered Accountants, as Internal Auditors to carry out the Internal audit of the Company. The reports of the Internal auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of Internal controls.

PARTICULARS OF EMPLOYEES

No employee of the Company was drawing remuneration of Rupees one crore and two lacs or more, if employed for full year or Rupees eight lacs and fifty thousand or more per month if employed for part of the year. Therefore, 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 is not applicable to the Company.

Information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 4 to this Report.

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

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

ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and appreciation to SINGER, all our customers, dealers/distributors, suppliers and banks, authorities, Government of Jammu & Kashmir, members and associates for their co-operation and support at all time and to all our employees for their unstinted contribution to the growth and profitability of your Companys business and look forward to the continued support.

For and on behalf of the Board of Directors of SINGER INDIA LIMITED

Place: New Delhi P N Sharma
Date : 28th May 2018 CHAIRMAN

Annexure - 4

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year ended 31st March 2018 ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the same period and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

S.No. Name of Director/KMP and Designation Remuneration of Director/KMP for Financial Year ended 31st March 2018 (Amount in Rs. lacs) % increase in Remuneration in the FY 2017-18 Ratio of remuneration of each Director to median remuneration of employees
1. Rajeev Bajaj (Managing Director) 98.39 13.1% 24:1
2. Subhash Chand Nagpal (CFO) 37.73 16.94 12.6% 7% 11:1 5:1
3. Richin Sangwan (Company Secretary)

i. The percentage increase in remuneration of Managing Director, Chief Financial Officer and Company Secretary in the Financial Year ended 31st March 2018 ranges between 7% to 13.1%

ii. The percentage increase in the median remuneration of employees in the Financial Year ended 31st March 2018 is around 11%

iii. The number of permanent employees on the rolls of Company are 408

iv. The explanation on the relationship between average increase in remuneration and Company performance:

The philosophy of the Company is to provide reward based on the market trends and the performance of the employee and increase in salary is based on short and long-term performance objectives appropriate to the working of the Company and its goal.

v. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company for FY ended 31st March 2018,Companys ideology, merit increases and annual bonus payouts of its employees including KMPs are directly linked to individual performance as well as of the Company.

vi. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the FY ended 31st March 2018 and previous financial year and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies

The Market Capitalization of the Company as on 31st March 2018 was Rs 268.31 crores as compared to 214.81 crores as on 31st March 2017. The price earnings ratio of the Company for the financial year ending 31st March 2018 is 30.09 and was 26.66 as at 31st March 2017. The closing share price of the Company as at BSE Limited on 31st March 2018 being Rs.49.95 per equity share of face value of Rs 2/- each has grown by 2497.5% since the Company came up with the public issue.

vii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The Average percentage increase made in the salaries of employees other than the Managerial personnel in the period was 10.8% whereas the increase in the managerial remuneration was 10.9%. The average increases every year is an outcome of Companys market competitiveness. viii. The key parameters for any variable component of remuneration availed by the Directors

Variable compensation is an integral part of our total reward package for employees including Managing Director and KMPs. Annual performance bonus is directly linked to an individual performance rating and Companys performance.

ix. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the FY ended 31st March 2018 (N/A)

x. Affirmation that the remuneration is as per the remuneration policy of the Company - Yes

Annexure - 5

INFORMATION AS REQUIRED WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3) (M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy: Replaced ordinary lights with LED lights. (ii) The steps taken by the Company for utilizing alternate sources of energy: Nil (iii) The capital investment on energy conservation equipment: Nil

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NA (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year (a) The details of technology imported: NA

(b) The year of import: NA

(c) Whether the technology been fully absorbed: NA

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: NA

(iv) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The required information in respect of foreign exchange earnings and outgo is given below: a) Foreign Exchange Earnings on exports (accrual basis) Rs. 1909.41 Lacs b) Foreign Exchange Outgo (accrual basis)

- CIF value of imports of raw materials and components NIL
- Finished goods Rs. 4152.27 Lacs
- Expenditure in foreign currency Rs. 408.71 Lacs

Annexure - 6

CERTIFICATION BY CEO/CFO UNDER REGULATION 17(8) OF THE LISTING REGULATIONS, 2015.

The Board of Directors

Singer India Limited

We, the undersigned, in our respective capacities as Managing Director and Chief Financial Officer of Singer India Limited ("The Company"), to the best of our knowledge and belief certify that:

(a) We have reviewed the financial statements and the cash flow statement of Singer India Limited for the financial year ended 31st March 2018 and to the best of our knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the Financial year ended 31st March 2018 which are fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated, based on our most recent evaluation wherever applicable, to the Auditors and the Audit Committee: (i) significant changes, if any, in internal control over financial reporting during the Financial year ended 31st March 2018; (ii) significant changes, if any, in accounting policies made during the Financial year ended 31st March 2018 and the same have been disclosed in the notes to the financial statements; and (iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

Sd/- Sd/-
Subhash Chand Nagpal Rajeev Bajaj
Chief Financial Officer Managing Director
Date: 28th May 2018
Place: New Delhi