27 Apr 2017 | Livemint.com

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Singer India Ltd.

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Singer India Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Company's philosophy on code of governance

Your Company's philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its working, and in all its interactions with its stakeholders including shareholders, employees, lenders and the government. The Company is committed to attain the highest standards of corporate governance.

The Board of Directors believes that Corporate Governance is the most powerful tool for achieving corporate excellence and presents a compliance report on the corporate governance pursuant to clause 49 of the Listing Agreement and the Company endeavours to adopt best practices of Corporate Governance.

Board of Directors

1.1 As on 30th June 2015, the strength of your Company's Board is five. The Board has a Chairman (Non-Executive) and four members comprising of one Managing Director & three Non-Executive Independent Directors. All Directors are professionals from diverse fields having valuable experience in management, legal, administration and finance. Independent Directors do not have any material pecuniary relationship and have not entered into any transactions with the Company, its promoters and management which in the judgment of the Board may affect the independence of judgment of the directors.

Mr. K K Gupta resigned from the position of Director and the Chairman of the Board w.e.f 31st December, 2014.

Mr. P N Sharma was appointed as the Chairman of the Board of Directors of the Company w.e.f 1st January, 2015.

Mr Ajit Kumar resigned from the position of Director w.e.f 31st December, 2014.

1.2 The meetings of the Board of Directors are held at periodic intervals. During the year under review, 6 (six) Board Meetings were held on 27th August, 2014, 12th November, 2014, 29th December, 2014, 12th February, 2015, 3rd March, 2015 and 6th May, 2015. The gap between two Board Meetings did not exceed four months.

1.3 As on 30th June, 2015, the Company was required to have an optimum combination with not less than one third of the Board of Directors comprising of independent directors. The Company had fully complied with the above requirement in the financial year ending 30th June 2015.

2. Code of conduct

2.1 The Company is committed to conducting business in accordance with the highest standards of business ethics and complying with the applicable laws, rules and regulations. The Company had posted its Code of Conduct on the website of the Company as it believes that a good Corporate Governance structure would not only encourage value creation but also provide accountability and control systems commensurate with the risk.

2.2 All Directors have as on 30th June, 2015, filed the requisite declarations stating that:

a) The disqualification contemplated under Section 164(2) of the Companies Act 2013 did not apply to them.

b) The Code of Conduct for prevention of insider trading in its equity shares has been complied with.

2.3 The Company has framed the Code of Conduct and Ethics for members of the Board and Senior Management personnel of the Company. The Company takes great care that the members of the Board and Senior Management comply with the Clauses of the Code of Conduct. The said Code of Conduct is also uploaded on the website of the Company. Declaration towards the Confirmation that the Code of Conduct was followed is mentioned below. In addition, separate Code of Conduct for dealing in equity shares is also in place.

"I hereby confirm

The Company has obtained from all members of the Board and Senior Management personnel, affirmation that they have complied with the Code of Conduct and Ethics for Directors and Senior Management in respect of the financial year ended 30th June, 2015"

(Rajeev Bajaj)

Managing Director

3. Director's Induction and Familiarization

The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company .The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

a. build an understanding of Singer, its businesses and the markets and regulatory environment in which it operates;

b. provide an appreciation of the role and responsibilities of the Director;

c. fully equip Directors to perform their role on the Board effectively; and

d. develops understanding of Company's people and its key stakeholder relationships.

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments.

In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy.

3. Audit committee

3.1 The Audit Committee was constituted in conformity with the requirement of Section 177 of the Companies Act 2013 read with clause 49 of the Listing Agreement with the Stock Exchange. The Audit Committee comprises of three non-executive independent directors namely Mr. P N. Sharma, Mr. Deepak Sabharwal and Mrs. Madhu Vij. The Committee is chaired by Mr. P. N. Sharma.

3.2 Mr. Ashish Srivastava, Company Secretary acts as the Secretary to the Committee, however he resigned as Company Secretary w.e.f 28th July 2015, and Mr. Richin Sangwan joined in his place w.e.f 29th July 2015.

3.3 The Committee acts as a link between Statutory Auditors and the Board of Directors. The primary objective of the Audit Committee is to monitor and effectively supervise the Company's financial reporting process with a view to providing accurate, timely and proper disclosure and the integrity and quality of financial reporting. The Audit Committee reviews areas as specified under clause 49 of the Listing Agreement read with the provisions of section 177 of the Companies Act, 2013.

3.4 Brief terms inter alia include:

• Overseeing the Company's' financial reporting, process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible.

• Recommending the appointment and removal of external auditors, fixation of audit fee and approval for payment of any other services

• Reviewing with management the annual financial statement before submission to the Board.

• Reviewing the adequacy of internal audit functions.

• Discussing with internal auditors any significant finding and follow up on such issues.

• Reviewing the finding of any internal investigation by the internal auditors in matters where there is suspected fraud or a failure of internal control or regulatory system of a material nature and the reporting of such matters to the Board.

• Discussing with the External Auditor before the Audit commences on the nature and scope of audit, as well as having post audit discussion to ascertain any area of concern.

• Examining reasons for substantial default in the payment to depositors, shareholders (in case of non­payment of declared dividends) and creditors, if any.

3.5 The composition and attendance of the members of the committee is as follows:

Mr Ashish Srivastava resigned as Company Secretary w.e.f 28th July 2015, and Mr. Richin Sangwan joined in his place w.e.f 29th July 2015.

During the financial year ended 30th June, 2015 the Audit Committee meetings were held four times, i.e. 27th August, 2014, 12th November, 2014, 12th February, 2015 & 6th May, 2015. The Audit Committee has fully complied with the requirements of clause 49 of the Listing Agreement. The Company has also complied with the relevant provision of Section 177 of the Companies Act, 2013 under which the committee should consist of at least three members of which two-third members out of the total members to the committee should be Independent Directors.

4. Nomination and Remuneration Committee (Formerly known as Remuneration Committee)

The Company had a Remuneration Committee comprising of three non-executive independent directors has been renamed as "Nomination and Remuneration Committee" in accordance with the provisions of Section 178 of the new Companies Act, 2013.

As per the changes in Clause 49, Chairman of the Board cannot be the Chairman of the Nomination & Remuneration Committee, so w.e.f 28th July, 2015 Mr. Deepak Sabharwal was appointed as the Chairman of the Committee in place of Mr. P N Sharma.

4.2 The Committee was constituted to review and recommend to the Board, the remuneration packages of the Executive Directors and such other matters as the Board may refer to the Committee from time to time. The terms of reference of the Nomination and Remuneration Committee and its role is as prescribed in sub section (3) and (4) of Section 178 of the Companies Act, 2013 and Clause 49 of the listing agreement.

4.3 Mr. Ashish Srivastava, Company Secretary acts as the Secretary to the Committee, however he resigned as Company Secretary w.e.f 28th July 2015, and Mr. Richin Sangwan joined in his place w.e.f 29th July 2015.

4.4 The Nomination and Remuneration committee met on 27th August, 2014, 12th February, 2015 & 6th May, 2015.

4.5 No remuneration, other than sitting fee for attending the meetings of Board and Committee are being paid to the Non-Executive Directors of the Company. However w.e.f. 01st day of January, 2012 Mr. K. K. Gupta, Non Executive Chairman of the Company being paid fixed annual retainership fee and other bonafide reimbursements/ benefits in terms of approved Members resolutions. Ministry of Corporate Affairs vide letter dated 31st July, 2014 has rejected the Company's application for approval of payment of fixed retainership fee and other bonafide reimbursement / benefits to Mr. K. K. Gupta, Non-Executive Director for the period 1st January, 2013 to 31st December, 2014 which was duly approved by the shareholders on 12th November, 2013. Mr. K. K. Gupta was paid a sum of Rs. 25.61 lacs (including Rs. 7.42 lacs 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 and review on 21st August, 2014 to Ministry of Corporate Affairs. The Company had received an order dated 30th June 2015 from the Ministry of Corporate Affairs approving payment of the excess remuneration from 01st January, 2013 to 31st March 2014. However the application made by the company was for the period from 01st January, 2013 to 31st July' 2014. Company had submitted a letter seeking clarification from Ministry of Corporate Affairs on 11th August 2015.

5. Nomination & Remuneration policy

5.1 The Board of Directors had approved the following Remuneration Policy up on the recommendation of the Nomination and Remuneration Committee:-

INTRODUCTION

In pursuance of the Singer India Limited's ("the Company") policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchange (as amended from time to time), this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee ("NRC")and approved by the Board of Directors of the Company.

OBJECTIVE

This Nomination and Remuneration Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement. The objective of this policy is to lay down a framework in relation to remuneration of Directors, KMP Senior Management personnel and other employees.

APPLICABILITY

a) Directors (Executive and Non Executive)

b) Key Managerial Personnel

c) Senior Management Personnel

d) Such other executives as may be prescribed from time to time

Senior Management" means the personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

POLICY FOR APPOINTMENT AND REMOVAL IF DIRECTOR, KMP AND SENIOR MANAGEMENT Appointment Criteria and Qualifications

The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure

Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director or Executive Director/ Whole-time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and

Regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, Rules and Regulations.

Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

Remuneration to Managing / Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

The Remuneration/ Compensation / Commission etc. to be paid to Director / Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

Remuneration to Non- Executive / Independent Director:

The Non-Executive Independent Director may receive remuneration / compensation / commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling / limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

REVIEW AND AMENDMENT

The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems necessary.

The Nomination and Remuneration Committee may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this Policy, if it thinks necessary.

This Policy may be amended or substituted by The Nomination and Remuneration Committee or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

Mr. K K Gupta resigned from the position of Director and the Chairman of the Board w.e.f 31st December 2014.

In case of Mr. Rajeev Bajaj, Managing Director the services can be terminated by 3 months notice or on payment of 3 month salary in lieu thereof.

5.3 The Non-Executive Directors were paid sitting fee amounting to Rs. 25,000/- w.e.f. 27th August, 2014 (earlier it was Rs. 20,000/-) for attending meeting of Board of Directors and Rs. 7,500/- w.e.f. 27th August, 2014 (earlier it was Rs. 5,000/-) for all Committee meetings. The details of payment of Sitting Fees for the Period from 1st July 2014 to 30th June 2015 are given below:

No Sitting fee was paid to the foreign director.

Mr. K K Gupta resigned from the position of Director and the Chairman of the Board w.e.f 31st December 2014. Mr Ajit Kumar resigned from the position of Director w.e.f 31st December 2014.

5.4 Equity shares held by the directors

Mr. P N. Sharma held 10 equity shares of the Company as on 30th June, 2015. 7 equity shares are held by wife of the Managing Director as first holder.

No Directors other than the above directors held any shares in the Company as on 30th June, 2015.

5.5 The Company does not have any stock option scheme for its employees.

No Sitting fee was paid to the foreign director.

Mr. K K Gupta resigned from the position of Director and the Chairman of the Board w.e.f 31st December 2014. Mr Ajit Kumar resigned from the position of Director w.e.f 31st December 2014.

5.4 Equity shares held by the directors

Mr. P N. Sharma held 10 equity shares of the Company as on 30th June, 2015. 7 equity shares are held by wife of the Managing Director as first holder.

No Directors other than the above directors held any shares in the Company as on 30th June, 2015.

5.5 The Company does not have any stock option scheme for its employees.

2014, 6th August, 2014, 10th September, 2014, 9th October, 2014, 12th November, 2014, 19th December, 2014, 9th January, 2015, 30th January, 2015, 16th February, 2015, 26th March, 2015, 10th April, 2015, & 25th May,

2015. The Company received 20 (twenty) complaints from the Shareholders and all were resolved to the satisfaction of the Shareholders.

6.3 Mr. Ashish Srivastava, Company Secretary acts as the Secretary to the Committee. However he resigned as Company Secretary w.e.f 28th July 2015, and Mr. Richin Sangwan joined in his place w.e.f 29th July 2015.

6.4 The Company attends to the Shareholders Grievances / correspondence expeditiously and normally reply is sent within a period of 10 days of receipt, except in cases of disputes or legal impediments. The designated e­mail ID as per clause 47(f) of the Listing Agreement for grievance redressal/ compliance officer for registering complaint by investors is secretarial@singerindia.net .

6.5 During the financial year ended 30th June 2015, Company received 510 shares for transfer from 37 parties, which were approved. There were no transfers pending as on 30th June 2015.

7. Corporate Social Responsibility Committee (CSR Committee)

In accordance to the provisions of Section 135 of the Companies Act, 2013 read with all other applicable Rules, the "Corporate Social Responsibility Committee" has been constituted by the Board on 30th April, 2014.

The Committee comprises of Mr. P N. Sharma as the Chairman of the Committee, Mr. Deepak Sabharwal and Mr. Rajeev Bajaj as Members to the Committee, majority of them being the Independent Directors.

The Committee met twice during the year on 27th August, 2014 and 12th February, 2015. All the members were present in both the meetings.

8. Separate Independent Directors' Meetings

The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs.

During the year under review, the Independent Directors met on May 06, 2015, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;

2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the independent Directors were present at the meeting.

8 Certificate from CEO & CFO

Certificate from Mr. Rajeev Bajaj, Managing Director and Mr. S. C. Nagpal, Chief Financial Officer of the Company in terms of clause 49(V) of the Listing Agreement with the stock exchange for the financial year ended 30th June, 2015 was placed before the Board of Directors of the Company in its meeting held on 27th August, 2015.

9. Disclosures

9.1 Risk assessment and its minimization procedures have been laid down by the Company and adopted by the Board in one of its meeting and are reviewed on periodical basis. There is a structure in place of identify and mitigating various identifiable risks faced by the Company from time to time. At the Meetings of the Board, these risks are reviewed and new risks are identified. After assessment, controls are put in place with specific responsibility of the concerned officer of the Company.

The risk management policy was approved on 28th July, 2015 and subsequently it was uploaded on the website, it can be accessed at http://www.singerindia.net/?page_id=41/#policies

9.2 No money was raised by the Company during the financial year ended 30th June 2015.

9.3 A summary of transactions with related parties in the ordinary course of business is periodically placed before the Audit Committee Meetings.

9.4 There was no material individual transaction during the financial year ended 30th June 2015, with the related parties which were not in the ordinary course of business.

9.5 All material transactions during the financial year ended 30th June 2015, either with the related parties or others was on commercial consideration.

9.6 There were no materially significant transactions during the financial year ended 30th June 2015 with the related parties such as the promoters, directors, key managerial personnel or relatives that could have potential conflict with the interest of the Company.

9.7 The mandatory disclosures of transactions with the related parties in compliances with the Accounting Standard AS - 18 is a part of this annual Report and disclosed in Notes to the Accounts in Note 43.

9.8 In preparing the Annual Accounts in respect of the financial year ended 30th June 2015 no accounting treatment was different from that prescribed.

9.9 All the Directors and other identified persons have observed and complied with the requirements of Code of Conduct for Prevention of Insider Trading in Equity Shares of the Company in accordance with Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation 2015.

10. Compliance by the Company

There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years; hence no penalties or strictures have been imposed on the Company by the Stock Exchange, SEBI or other statutory authority on any matter related to capital markets, during the last three years.

11. Disclosure of accounting treatment

The financial statements have been prepared to comply with the prescribed Accounting Standards and the relevant provisions of the Companies Act, 1956 ("the Act"). The financial statements have been prepared under the historical cost convention on accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

12. Means of communication

Quarterly/ Half Yearly Disclosures: Quarterly and half yearly reports are not sent separately to the individual members. The Quarterly/Half Yearly Results are published in leading daily newspapers viz. "Indian Express"/ "Hindustan Times" in English and in "Jansatta"/ "Hindustan" in Hindi.

Annual Report: Annual Report containing inter-alia, Notice of Annual General Meeting, Directors' Report, Auditors' Report, Audited Annual Accounts and other important information is circulated to Members and others entitled thereto.

13. Disclosure regarding Directors seeking appointment/ reappointment as required under clause 49 (IV) (G) of the Listing Agreement entered into with Stock Exchanges.

i) Mr. Gavin Walker (DIN: 01216863)

Mr. Gavin Walker (46) has a finance background and is President and CEO of Singer Asia Limited. Prior to joining Singer Asia Limited, Mr Walker served as Managing Director and Chief Executive of private and public Companies in the United Kingdom and in South Africa. Earlier, he had served as Chief Executive Officer of Profurn Ltd, a South African Public Company that was a multi-brand retailer of electrical appliances and furniture with operations in 16 African Countries and Australia.

14. Management Discussion and Analysis.

The Management Discussions and Analysis Report is a part of the annual report and is attached herewith as "Annexure 8"

15. General shareholder information

15.1 Annual General Meeting

Date : 05th day of November, 2015

Time : 3:00 P.M.

Venue : Sri Sathya Sai International Centre, Pragati Vihar,Bhisham Pitamah Marg, Lodhi Road,

New Delhi-110003.

15.2. Financial calendar

The financial year of the Company for the current year is of the twelve months period from 1st July, 2014 to 30th June, 2015.

For the financial year ended 30th June 2015 from 1st July, 2014 to 30th June, 2015, results were announced on:

First Quarter : 12th November, 2014

Half yearly : 12th February, 2015

Third Quarter : 06th May, 2015

Fourth Quarter & Audited Results : 27th August, 2015

 (1st July, 2014 to 30th June, 2015)

For the year ended 31st March 2016, results will be announced on:

First Quarter: Within 45 days from the close of quarter ending September, 2015.

Half yearly: Within 45 days from the close of quarter ending December, 2015.

Third Quarter & Audited Annual Results (2015-16): Within 60 days from the close of quarter March, 2016.

15.3 Dividend & Book closure date

The Board of Directors, at their meeting held on 27th August, 2015 recommended a dividend of Rs. 2.50 per equity share of face value of Rs. 10 each for the financial year ended 30th June, 2015. Dividend if approved by the Members, will be paid on or after 11th November, 2015. The register of members and share transfer register of the Company will remain closed from 24th day of October, 2015 to 05th November, 2015 (both days inclusive).

15.4 Listing on Stock Exchanges and Stock Codes

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers, Dalal Street , Mumbai 400001

Stock code :505729

The International Security Identification Number (ISIN) of Singer India Limited on both NSDL and CDSL is INE638A01027

The Company confirms that it has paid annual listing fee to Bombay Stock Exchange Limited, Mumbai for the year 2015-2016.

Company has hosted on its website the details of the unclaimed dividend for the Financial Year 2012-13 & 2013­14. Shareholders who have not encashed their dividend warrants relating to the said period are requested to contact M/s MCS Limited (Registrars and Transfer Agent).

15.7 Registrar and Transfer Agent

M/s MCS Limited, New Delhi are the registrar and share transfer agents of the Company for handling both electronic and physical shares. Shareholders are requested to contact the transfer agents for all share related work. The address of share transfer agents is given below:

M/s MCS Limited

F - 65, First Floor, Okhla Industrial Area, Phase - I New Delhi - 110020

Phone: 011 - 41406149 - 52, Fax: 011 - 41709881, Email: admin@mcsdel.com

15.8 Share Transfer System

The shares of the company are traded in the compulsory dematerialized mode for all investors. The shares sent for transfer in physical form are registered within 10 days (if in order and complete in all respects) and the share certificates are immediately returned to the shareholders. In respect of requests received for dematerialization of shares, the same are confirmed to the respective depositories, viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within the stipulated time.

In compliance of the Listing Guidelines, every six months, practicing Company Secretary audits the system of transfers and a certificate to that effect is issued. Also, in compliance with the SEBI guidelines, a quarterly secretarial audit is being conducted by a practicing Company Secretary and the secretarial audit report is issued which, in turn, is submitted to the stock exchange. The said secretarial audit report is also placed before the Board from time to time.

15.9 Dematerialization of shares and liquidity

99.56% of the equity shares have been dematerialized up to 30th June, 2015. The shares of the Company can be dematerialized by the shareholders either with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited.

The Equity shares of the Company are listed with Bombay Stock Exchange Limited, Mumbai.

16. Management Responsibility Statement

The Directors' Responsibility Statement in conformity with the requirement of the Companies Act 2013 has been included in the Director's Report to the Shareholders. A Management Discussion and Analysis Report have been annexed to the Director's Report.

Pursuant to Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a. that in the preparation of the annual financial statements, 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 so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2015 and of the profit of the Company for the year 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.

17. Compliance Certificate of the Auditors.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement and the same is annexed.

All material requirements with respect to Corporate Governance as stipulated in the Listing Agreement have been complied with

18. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, conversion date and likely impact on equity.

Nil

19. Location of Plants

1. Lane No. 4, SIDCO Industrial Estate, Jammu

2. Lane No. 2, SIDCO Industrial Estate, Phase II, Jammu

20. Address for Correspondence:

Singer India Limited A 26/4, 2nd Floor,

Mohan Cooperative Industrial Estate, New Delhi-110044, Email: mail@singerindia.net/secretarial@singerindia.net   

On behalf of the Board of Directors

Richin Sangwan Company Secretary

P N Sharma Chairman

Rajeev Bajaj Managing Director

New Delhi, 27th August, 2015