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Singer Bangladesh

Limited Annual
Report 2010
Photo location:
Singer Plus
showroom at
Banglamotor,
Dhaka

Ethical
Committed
Determined
Fearless
Challenging
Successful

Singer Bangladesh Limited

We,
the Singerians
Commit to
Our Shareholders
to be -

Annual Report 2010

WE ARE PROUD TO BE SINGERIAN

A Successful Year
for the Company
Page 8
Singer Bangladesh
Performed Well
in 2010 Owing to
the Austerity Measures
Page 24
Company Believes
in Equal Employment
Opportunity in Workplace
Page 27
Grooming up the
Little Stars
Page 29
Financial Results
Improved with
Higher Profitability
Page 31
Follows the Principles
of Transparency and
Accountability
Page 35
Managing Risks
with Multiple
Management Processes
Page 38

Our Customers reflect Diversity. We serve all ages... from all social strata,
income segment and, geographic areas sans any gender bias. Our customer
base keeps growing!

Our Vision

Singer is today the country's


No. 1 Retail Brand as well as
considered as most respected
company in Bangladesh.

To be the most admired and respected


family company in the country.

Our mission is o improve the quality of life of


people by providing comforts and
conveniences at affordable prices.

Our Values
Consumers
We live up to the expectations of a
responsible organisation by contributing to
the improvement in the quality of life of
our customers through outstanding
product & services.
Employees
We respect each other as individuals and
encourage cross functional teamwork while
providing opportunities for career
development.

4,391

4,829

Our Mission
4,436

We are
Singer Bangladesh Limited is a
diversified Company that has
been operating in Bangladesh
for the past 105 years when the
country was a part of Indian
Sub-continent.
Beginning with the sewing
machine Singer expanded its
own product portfolio and also
adopted a multi-brand
marketing strategy that saw
the Company retail premium
products of some of the
world's top marques.
The Singer distribution
network is Bangladesh's
largest, delivering
unmatched presence across
the length and breadth of
Bangladesh in its kind.

3,556

05
08
10
13
16
24
27
29
31
35
38
41
44
45
46
47
48
49
50
51
78
79
80
82
84
85
Enclosed

2,548

Our cover this year


features one of the latest
panel televisions
marketed by Singer
Bangladesh Limited
today. It is symbolic
of a varied and substantial
portfolio of products,
all of premium quality and
value, that Singer offers
across a wide range of
applications to consumers
of every kind. We reach
corporate executives,
business people, housewives,
teenagers, students, families.
Just about everyone... with
products ranging from
HD TVs to computers,
refrigerators,
air-conditioners,
cookware, washing
machines, electrical
appliances, electric cables
and much more.

Financial Highlights
Chairman's Statement
Board of Directors
Senior Management Team
Directors' Report
Chief Executive Officer's Review
Human Resources
Corporate Social Responsibility
Financial Review
Corporate Governance
Risk Management
Audit Committee Report
Statement of Directors' Responsibility
Financial Reports
Auditors' Report
Statement of Financial Position
Comprehensive Income Statement
Statement of Changes in Equity
Cash Flows Statement
Notes to Financial Statements
Statement of Value Added
A Decade in Perspective
Share Information
Distribution Network
Glossary of Financial Terms
AGM Notice
Attendance Slip

2006 2007

2008

2009

2010

Shareholders
We provide a reasonable return to our shareholders
while safeguarding their investment.
Suppliers
We develop our suppliers to be partners in
progress and share our growth with them.
Competitors
We respect our competitors and recognise
their contribution to market value.
Community
We conduct our business by conforming to
the ethics of our country and share the social
responsibility of the less fortunate.

Our Objectives

01

Company's
Y
Total Revenue
Stood @ Tk. 4.83

To be the market leader in our product range and


market segment.

billion, an

Provide our consumers with the best service


& shopping experience in the country.

increase of 9.97%

Provide our consumers with products of


latest technology.

in Turnover

Develop our employees to achieve their


real potential.
Provide our shareholders with steady asset
growth and return on investment above the
industry norm.

Singer Bangladesh Limited


39, Dilkusha Commercial Area
Dhaka-1000
Bangladesh

www.singerbd.com

Annual Report 2010 | Singer Bangladesh Limited

07

42

Grow our revenue and profits at a rate


above the industry norm.

Singer Bangladesh Limited | Annual Report 2010

Financial Highlights

Company at a Glance

2010

2009

2008

2007

2006

Taka

Taka

Taka

Taka

Taka

Million

Million

Million

Million

Million

4,829.02

4,391.26

4,436.13

3,556.41

2,547.87

498.17

414.29

357.48

257.57

200.72

Profit before Tax

2,267.33

479.84

242.80

139.22

133.81

Profit after Tax

1,973.76

396.79

180.00

101.82

116.65

224.39

224.39

224.39

166.21

166.21

2,623.51

717.07

522.22

161.23

117.96

274.06

120.81

120.81

26.98

26.98

18.56

18.56

18.56

18.19

18.19

3,140.52

1,080.83

885.98

372.61

329.34

655.89

472.46

483.49

327.07

304.73

Investments

4.42

328.58

345.13

84.76

86.00

Non-current Assets (Except PPE & Investments)

0.00

0.00

0.00

7.69

36.82

Net Current Assets

2,884.54

714.34

502.20

347.53

255.85

Gross Dividends

1,514.61

201.95

67.32

58.17

58.17

6752

90.00

30.00

35.001

35.00

879.63

176.83

80.22

61.26

70.18

8.15

15.79

24.71

31.02

11.04

Net Asset per Share (Taka)

1,399.58

481.67

394.84

224.18

198.15

Market Value per Share at year end (Taka)

7,169.00

2,792.00

1,982.25

1,900.00

774.50

Net Income to Net Turnover (%)

40.87

9.04

4.06

2.86

4.58

Return on Average Net Assets (%)

55.68

26.18

13.53

13.27

17.07

Debt Equity Ratio (%)

19.57

70.38

198.78

430.14

352.68

Interest Cover

N/A

4.81

2.55

1.97

2.39

Current Ratio

6.02

2.06

1.30

1.23

1.23

Acid Ratio

4.27

0.96

0.55

0.51

0.55

8,518

4,257

5,973

5,095

5,006

799

756

736

681

613

Turnover
Operating Profit before Interest & Tax

20.15%
Sales
Increase

22.49%
Sales
Increase

Paid up Capital
Revenue Reserve

3 New
Branch
Opening

Revaluation Reserve
Capital Reserve
Shareholders' Equity
Property, Plant & Equipment

Growth in Shareholders Equity

Dividend per share (Taka)


Earning per Share (Taka)

3,500

Price Earning Ratio (Times)

3,000
2,500

756

799

in 2009

in 2010

2,000
1,500

Sales Increased by

1000

9.97%

500

in 2010

2006

2007

2008

2009

2010

Shops

Number of Shareholders

Growth in shareholders equity


is remarkable in the year 2010

271
2009

Annual Report 2010 | Singer Bangladesh Limited

286
2010

Number of Employees

Stock dividend

600% cash and 75% stock dividend

Singer Bangladesh Limited | Annual Report 2010

Singer Reaches Most of the Parts


of Bangladesh ........ and this is the
Power of the Singer Brand

Corporate Directory
Board of Directors
Chairman
Mahbub Jamil

Panchagar 2
Nilphamari 2

Managing Director

Chief Financial Officer

A. M. Hamim Rahmatullah

Akram Uddin Ahmed

Director

Internal Audit Manager

Akhtar Imam
C. K. Hyder
Tobias Brown
Peter James O'Donnell
Gavin J. Walker
Sajidur Rahman Khan
Gelmart M. Gellecanao
Mohammad Sanaullah
Akram Uddin Ahmed

Abu Zafor Md. Kibria

Audit Committee
C. K. Hyder (Chairman)
Akhtar Imam
A. M. Hamim Rahmatullah

Remuneration Committee
C. K. Hyder (Chairman)
Akhtar Imam
Gavin J. Walker

Nomination Committee
Gavin J. Walker (Chairman)
Akhtar Imam
C. K. Hyder

Management Committee
A. M. Hamim Rahmatullah (Chairman)
Sajidur Rahman Khan
Mohammad Sanaullah
Akram Uddin Ahmed
Tanyeem Quarrar
Mokbulla Huda Chowdhury
Md. Ashgar Hossain
Mokbul Ahmed (Member Secretary)

Annual Report 2010 | Singer Bangladesh Limited

Lalmonirhat 2

Dinajpur 8

Kurigram 2
Bogra 11
Gaibandha 3

Auditors
Rahman Rahman Huq
Chartered Accountants

Sherpur 1

Joypurhat 2

Legal Adviser
A. Imam and Associates
Baristers & Advocates

Netrokona 1

Jamalpur 2

Naogaon 4

Shirajgonj 4

Bankers
Citibank N.A.
Trust Bank Ltd.
Pubali Bank Ltd.
Dhaka Bank Ltd.
Bank Alfalah Ltd.
Eastern Bank Ltd.
Mutual Trust Bank Ltd.
Commercial Bank of Ceylon Plc.
The City Bank Ltd.
The Premier Bank Ltd.

Registered Office
39 Dilkusha Commercial Area
Dhaka-1000

Sunamgonj 2
Sylhet 8

Chapainawabgonj 3
Mymensingh 8
Kishoregonj 2
Moulavi Bazar 5
Habiganj 3
Tangail 4
Gazipur 11
Narshingdi 5
Brahmanbaria 3

Natore 2

Company Secretary
Mohammad Sanaullah

Rangpur 4
Thakurgaon 2

Rajshahi 8

Pabna 5
Kushtia 4
Manikgonj 2
Meherpur 1
Rajbari 1
Chuadanga 1
Jhinaidah 3
Magura 1
Faridpur
Narail
Jessore
Madaripur
Gopalgonj
Satkhira

Dhaka 52
Narayanganj 7
Munshigang 5
Comilla 7
Chandpur 2
Shariatpur 1
Khagrachari 1

4
1
5
2
1
2

Rangamati 1

Khulna 6
Barisal 3
Feni 3

Chittagong 30
Bandarban 1

Bagerhat 1

Corporate Office
5B, Road No. -126
Gulshan-1, Dhaka-1212

Noakhali 6

Pirojpur 2
Borguna 1

Cox's Bazar 5

Patuakhali 1
Bhola 1

Jhalokhati 1

Laxmipur 2

Audit and Wholesale Office


Wahab Complex, 55 Zoar Sahara
Nikunja-2, Dhaka-1219

Singer Manufacturing Complex (SMC)


Rajfulbaria, Jhamur, Savar, Dhaka-1340

Singer Bangladesh Limited | Annual Report 2010

A Successful Year for the Company


Chairman's Statement

Kvvbxi mdjZvi eQi


Dividend
Based on the business
performance and liquidity
position of the Company, your
Directors are recommending a
Cash Dividend of Tk. 600 (600%)
per Ordinary Share of Tk 100
each.

Dear Shareholders,
It is my pleasure and privilege
to place before you the Annual
Report along with the audited
financial statements of the
company for the year ended
2010.

Further, issuance of three Bonus


Shares for every four Ordinary
Shares (75%) held by the
shareholders at the record date
i.e March 28, 2011. This will be
done by capitalizing of unappropriated profits and will
increase the capital base of the
Company. The Company has
also retained sufficient profits
for expansion and growth of the
business.

Business Condition
Despite acute energy crisis and
aftermath of global economic
recession 2010 was again a
successful year for your
company. Most of the economic
indicators witnessed positive
trend except some volatility in
the money and capital markets
and high rate of inflation at the
end of the year.
During the year the Company
earned a remarkable profit
both in normal business
operation and disposal of its
investment in associate
company.

Awards and Recognition


During the year we received the
following awards and
recognitions of our success:
n
Annual Report for 2009 won

Key achievements were:


n
Sales Turnover increased by
9.97% over 2009 and rose to
Tk 4,829 million.
n
Operating profit increased
by 20.25 % compared to last
year.
n
Net income excluding
profit on disposal of ILFSL
shares was Tk 342.75
Million, i.e. increase of 78.40%
over 2009.
n
Net Asset per share increased
by 190.57% compared to
previous year.
n
Opened 15 new stores in
different parts of the country.
Investment and Shares
During the year, your corporate
has decided to off load lease
financing business from its
operation. And as such the
Company sold out its entire
shareholdings (35.57%) of
International Leasing and
Financial Services Limited
(ILFSL). A remarkable profit of Tk
1,795.54 million was earned from
disposal of ILFSL shares.
Resulting shareholders equity and
liquidity of the Company at
significantly improved position.

Equity and Shares:


Shareholders Equity increased from Tk. 1,080.83
million to Tk. 3,140.52 million in 2010 i.e. in
increase of 190.57%.
The highest share value of Singer Bangladesh
Limited was Tk. 7,900 in December and the
lowest was Tk. 2,830 in January 2010.
Board Matters
During the year under review, three new
Directors were inducted in the Board on
October 21, 2010. They are Gelmart Gellecanao,
Vice President, Singer Asia Limited,
Mohammad Sanaullah, Corporate Affairs
Director & Company Secretary and Akram
Uddin Ahmed, Controller of Singer Bangladesh
Limited.
I am sure their skill and expertise will definitely
help the Company to grow further.
To ensure good Corporate Governance practice
in the Company your Board has established two
board Committees namely Remuneration
Committee and Nomination Committee this
year.

Annual Report 2010 | Singer Bangladesh Limited

the Second Prize of ICAB


National Awards in the
manufacturing sector for
best published accounts
and reports.
n
Singer Bangladesh Limited
was adjudged the special
prize in the manufacturing
sector by South Asian
Federation of Accountants
(SAFA) Best Presented Accounts and
Corporate Governance Disclosures Awards
2009 competition.
These awards and recognitions are ample
testimony to our commitment to transparency
and disclosure.
Conclusion
On behalf of the Board, I would like to thank
our customers, suppliers, business associates
and shareholders for their continued support. I
also wish to extend heartfelt gratitude to our
employees for their contribution and dedication
to the Company. We will continue in making
our best efforts in developing our business to
achieve better return for the shareholders.

Mahbub Jamil
Chairman
March 15, 2011
Dhaka

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Singer Bangladesh Limited | Annual Report 2010

Mahbub Jamil

10

A. M. Hamim Rahmatullah

C. K. Hyder

Tobias Brown

Peter O'donnell

Gavin J. Walker

Gelmart Gellecanao

Mohammad Sanaullah

Akram Uddin Ahmed

Annual Report 2010 | Singer Bangladesh Limited

Akhtar Imam

Sajidur Rahman Khan

Mahbub Jamil
Chairman (Non Executive)
Joined the Board of Singer Bangladesh
in September 1984.
Served as Managing Director of
Singer Bangladesh Limited for more
than 24 years. Has been serving as
Chairman since October 4, 1987.
Former Vice President, Singer Asia and
Retail Holdings N.V.
Joined the Board of International
Leasing and Financial Services Limited
(ILFSL) on March 5, 1996 and elected
Chairman of ILFSL on June 21, 2000.
He is also the Chairman of ICE
Technologies and ICE Retail Initiative
Limited.
Served as Special Assistant to the
Chief Adviser of the Caretaker
Government of Bangladesh in 2008, as
a Cabinet Minister. He was in charge of
Ministry of Industries, Ministry of Civil
Aviation & Tourism and Ministry of
Youth & Sports. Presently Mr. Jamil is
the Board Member of International
Chamber of Commerce Bangladesh,
Member of the Trustee Board of Bishwa
Sahittaya Kendro and Member of the
Academic Council, BRAC University.
Former Director of Micro Industries
Development Assistance Services
(MIDAS), President of the Foreign
Investors' Chamber of Commerce and
Industry for 3 terms. President of
Metropolitan Chamber of Commerce
and Industry, Committee Member of
Bangladesh Employers' Federation.
Founder member of American
Chamber of Commerce.
Mr. Jamil received Sir Jagadis
Chandra Bose Gold Medal in 1984 for
Business Management and in 1995
Bangladesh Education Management
Trust Gold Medal for Management
Excellence. Received the IndustrySoutheast Bank Award for
Management Excellence.

A. M. Hamim Rahmatullah
Managing Director & CEO
Joined the Board of Singer Bangladesh
Limited on August 1, 2004.
Mr. A. M. Hamim Rahmatullah has
been appointed as the Managing
Director of Singer Bangladesh Limited
on February 1, 2009. In July 10, 2009, he
was appointed as the Vice President of
Singer Asia Limited. Prior to that, he
served as Director & Chief Operating
Officer of Singer Bangladesh Limited.
Mr. Hamim is the President (20092011) of Foreign Investors Chamber of
Commerce and Industry (FICCI).
Holds an MBA specialized in
Marketing from the Institute of
Business Administration (IBA),
University of Dhaka. He started his
professional career in 1985 with Philips
Bangladesh Limited in their Consumer
Electronic Division. In 1988 he joined
Singer Bangladesh Limited. During his
23 years of service with the Company,
he held key management positions in
different capacities. Mr. Hamim has
been selected as the Commercially
Important Person (CIP) by the
Government of Bangladesh.
Mr. Hamim participated in a good
number of professional trainings and
workshops held in USA, Canada,
Europe, Australia and Asia.

C. K. Hyder
Director
Joined the Board of Singer Bangladesh
Limited on the March 31st 1998.
Mr. Hyder served the Metropolitan
Chamber of Commerce and Industry,
Dhaka (MCCI) and Bangladesh
Employers' Federation (BEF) for more
than 44 years as the Secretary-General.
Currently, he is the Adviser to the
Committee (Board) of the MCCI and
BEF, with the status of a member of the
Committee.
With his long experience on trade
and employment related issues, Mr.
Hyder represented many advisory/
implementation committees of the
Government relating to trade and
commerce and industrial relations. He
was a Member of successive Pay and
Service Commissions and Wages and
Productivity Commissions of the
Government of Bangladesh.
Educated in Kolkata and London, Mr.
Hyder holds postgraduate degrees in
Commerce and Law. He also obtained
postgraduate diplomas from several
renowned institutions like Harvard
Business School, Australian Graduate
School of Management, International
Institute for Labour Studies. Mr. Hyder
represented Bangladesh Employers in
over 22 annual conferences of the
International Labour Organization
(ILO) and headed several Technical
Committees of the same.
Akhtar Imam
Director
Joined the Board of Singer Bangladesh
Limited on January 14, 1997.
Chairman, Marie Stopes Clinic
Society, Marie Stopes Bangladesh Ltd.
and Integrated Health care Services
Ltd., Director, Agricultural Marketing
Company Ltd., Former President of
Barristers Association of Bangladesh.
Former President, Rotary Club of
Dhaka New City. Former President,
Lincoln's Inn Students Union, 1969-70.
Lecturer, LL.M (Master of Laws)
Course in The University of Dhaka for
a number of years and general law
subjects in various Colleges and
Institutes in London. B.A. (Hons) & M.
A. in English Literature. LL.B.,
Barrister-at-law (Hon'ble Society of
Lincoln's Inn, London), LL.M (Kings
College, University of London).

Board of Directors | Singer Bangladesh Limited | Annual Report 2010

11

Tobias Brown
Director
Joined the Board of Singer Bangladesh
Limited on October 26, 2003.
Managing Director UCL Asia Ltd.,
Singer (Sri Lanka) PLC, Singer Asia
Ltd., Singer Thailand Public Co. Ltd.
He is a graduate of South Eugene High
School and attended Brandeis
University. Waltham, Massachusetts,
U.S.A.

Sajidur Rahman Khan


Director
Joined the Board of Singer Bangladesh
Limited on August 20, 2009.
Mr. Khan is the Marketing Director of
Singer Bangladesh Limited. Prior to his
new assignment he served as Finance
Director. He has been with the
Company for the last 37 years and held
many key positions in Singer
Bangladesh Limited.

Peter O'donnell
Director
Joined the Board of Singer Bangladesh
Limited on July 13, 2005.
Managing Director of UCL Asia Ltd.,
Director, Singer Asia Ltd. and Singer
(Sri Lanka) PLC. Mr. O'Donnell is an
alumnus of both Harvard College and
Harvard Business School.

Gelmart Gellecanao
Director
Joined the Board of Singer Bangladesh
Limited on October 21, 2010.
Mr. Gellecanao was appointed as a
Vice President of the Company in July
2009 and Head of Credit of the
Company in January 2009. He is also
responsible for the overall planning
and risk management for the Internal
Audit Department. He joined the old
Singer in May 1994 as an International
Auditor and was responsible for the
audits of various Singer companies and
affiliates in Americas, Europe, Asia,
Australia and Africa. He has also
worked as Controller in a number of
Singer locations and has conducted
several due diligence reviews for the
Company. Prior to this, Mr. Gellecanao
spent 10 years at a member firm of
Ernst & Young in the Philippines. He is
a Certified Public Accountant and a
Certified Internal Auditor. He has been
with the Company and old Singer for
over 15 years.

Gavin J. Walker
Director
Joined the Board of Singer Bangladesh
Limited on October 23, 2005.
Mr. Walker is the President and Chief
Executive Officer of Singer Asia
Limited and was appointed to this
position in August 2005. Prior to
joining the Company, Mr. Walker held
offices as Managing Director and Chief
Executive Officer of public quoted and
private companies in the United
Kingdom and South Africa.
Mr. Walker, served as Chief Executive
Officer of Profurn Limited, a multibrand retailer of electrical appliances
and furniture with operations in 16
African countries and Australia
(including SINGER brand electrical
appliances under licence).
Mr. Walker also serves as a director
of Singer Corporation Limited, Singer
Asia Sourcing Limited, Singer
Bangladesh Limited, Brand Trading
India Limited, Singer India Limited,
Zortmay Investments (Pty) Limited,
Dresden Property Investments (Pty)
Limited, Singer Pakistan Limited,
Singer (Sri Lanka) PLC, Singer
Industries (Ceylon) PLC, Regnis
(Lanka) PLC, Reality Lanka Limited,
Singer Finance (Lanka) Limited and
Singer Thailand PCL.

Mohammad Sanaullah
Director
Joined the Board of Singer Bangladesh
Limited on October 21, 2010.
Mr. Sanaullah is the Corporate
Affairs Director and Company
Secretary of Singer Bangladesh
Limited, with over 25 years' exposures
in business and corporate
management.
Mr. Sanaullah is the President of the
Institute of Chartered Secretaries of
Bangladesh (ICSB) and Director,
Bangladesh Institute of Capital Market
(BICM), Executive Member, Intellectual
Property Association of Bangladesh
(IPAB).
A Fellow and Founder Member of the
ICSB, Fellow Member of the Institute of
Personnel Management and Member of
the Institute of Internal Auditors, USA.
Holds B. Com (Hon's), M. Com in
Accounting from University of Dhaka.
MBA in Marketing and Post Graduate
Diploma in Personnel Management.

Senior Management Team

p
A.M. Hamim

Rahmatullah
Rahman Khan
t
Mokbul Ahmed
q
Mohammad Sanaullah
q
Akram Uddin Ahmed

t
Sajidur

Akram Uddin Ahmed


Director
Joined the Board of Singer Bangladesh
Limited on October 21, 2010.
Mr. Akram is the Controller & Chief
Financial Officer of Singer Bangladesh
Limited. He joined Singer Bangladesh
in 2002 and since then he has held
several senior management positions.
He is a fellow member of the Institute
of Chartered Accountants of
Bangladesh (ICAB). He started his
professional career as a public
accountant with various Audit and
accounting firms including
representative of former Arthur
Andersen Worldwide, SC.

t
Tanyeem

Quarrar
Huda Chowdhury
t
Md. Ashgar Hossain

t
Mokbulla

12

Annual Report 2010 | Singer Bangladesh Limited | Board of Directors

Singer Bangladesh Limited | Annual Report 2010

13

Management Team

t
Md. Anisur
t
Md. Samiul

Ahmed Muztaba u
Monzur Murshed u

t
R. E. Dias

t
Kazi Rafiqul
t
Sushil

Rahman
Islam

Islam
Ch. Sutradhar

Joyanta Kumar Roy u


Salim Ahmed u
A. B. M. Amran u

Md. Syduzzaman
t
Abrarur Rahman u
M. M. Ferdous u

t
Md. Nurul

Kabir
t
A. F. M. Zahid

14

Annual Report 2010 | Singer Bangladesh Limited

t
G.N.B.

Choudhury
Md. Kibria

t
Abu Zafor

Md. Rafiqul Hassan u


Raziur Rahman u
Gour Chandra Ghosh u

Management Team | Singer Bangladesh Limited | Annual Report 2010

15

Directors' Report
The Directors have the
pleasure in presenting to the
members their Report together
with the audited financial
statements of the Company
for the year ended December
31, 2010. This report has been
prepared in compliance with
section 184 of the Companies
Act 1994 and Securities and
Exchange Commission Order
No. SEC/CMRRCD/2006158/Admin/02-08 dated
February 20, 2006.

Principal Activities
The principal activities of the Company
continued to be manufacturing and
marketing of consumer electronic
products, motor cycles and domestic and
electric power cables. Besides these the
Company carried out marketing of
refrigerator & freezer, air-conditioners,
computer and instant power supply and
kitchen appliances and other allied
products.
Review of Business
The Chairman's Statement on page 8 and
Chief Executive Officer's Review on pages
24 to 26 state the Company's affairs and
highlight important events that occurred
during the year. The Financial Review on
pages 31 to 34 elaborates the financial
results of the Company. These reports
form an integral part of the Directors'
Report.
Property, Plant and Equipment
During the year under review, the
Company invested a sum of Tk 35.40
million in property, plant and equipment.
Movement in property, plant and
equipment during the year is disclosed
under note 3.3 and 4 of the financial
statements.
Market Value of Freehold Properties
All freehold land and buildings of the
company were re-valued by an
independent valuer and were reflected in
the accounts. Total appreciation in value
has been credited to Revaluation Reserve
after providing for withholding tax as
required by IFRS.
Investments in Associate Companies
During the year under review, the
Company sold out its entire Share
holdings of International Leasing and
Financial Services Limited (ILFSL).
Directors' Responsibilities for Financial
Statements
The Statement of the Directors'
Responsibilities for financial statements is
given on page 44 of this report.

16

Annual Report 2010 | Singer Bangladesh Limited

Corporate and Financial Reporting


Framework
In accordance with the Securities and
Exchange Commission's Notification No.
SEC/CMRRCD/2006-158/Admin/02-08
dated February 20, 2006, the Directors are
pleased to confirm the following:
(a)

(b)

(c)

(d)

The financial statements together


with the notes thereon have been
drawn up in conformity with the
Companies Act 1994 and Securities
and Exchange Rules 1987. These
statements present fairly the
Company's state of affairs, the
results of its operations, cash flow
and changes in equity.
Proper books of accounts of the
Company have been maintained.

Corporate Governance Compliance


Report
Singer Bangladesh Limited adheres to
appropriate good Corporate Governance
principles, as described on pages 21 and
22.
The Company has also complied with all
the requirements of Corporate Governance
as required by the Securities and Exchange
Commission. Accordingly, Corporate
Governance Compliance Report is shown
in annexure I of this report.
Financial Results and Appropriations:
The Directors are pleased to report the
financial results for the year 2010 and
recommend the following appropriations:
Taka in '000
2010
2009
Profit before taxation
Less: Provision for tax

2,267,333
293,572

479,839
83,049

Profit after tax

1,973,761

396,790

647,439
2,080

684,040
-

Appropriate accounting policies


have been consistently applied in
preparation of the financial
statements and the accounting
estimates are based on reasonable
and prudent judgment.

Add: Un-appropriated
profit brought forward
Transfer
Profit available for
distribution

2,623,280

1,080,830

The International Accounting


Standards, as applicable in
Bangladesh, have been followed in
the preparation of the financial
statements.

Less: Appropriations
Interim dividend paid
Cash dividend (600%)

1,346,317

134,632
67,316

(e)

The systems of internal controls are


sound and have been implemented
and monitored effectively.

(f)

There are no significant doubts


about the Company's ability to
continue as a going concern.

(g)

The significant deviations from last


year in the operating results of the
Company have been highlighted in
the report and reasons thereof have
been explained.

(h)

The key operating and financial data


for the last five years are annexed.

(i)

The pattern of shareholding is


provided on page 23.

Reserve for bonus share (75%)

168,290

Total Appropriation
1,514,607
Un-appropriated profit C/F 1,108,673

201,948
878,882

Contribution to the National Exchequer


During the year under review, your
Company paid Taka 1,768.19 million to the
national exchequer in the form of
corporate income tax, customs duties and
value added tax.
Dividend
The Board of Directors is pleased to
recommend a cash dividend of Tk. 600 per
ordinary share and issue of three bonus
shares for every four ordinary shares held
by the shareholders.

Reserves
Tax- holiday reserve of Tk. 2,079,756 has
been created on tax exempted income up
to 31 December 2006 of Company's taxholiday units in terms of section 45 and
46A of Income Tax Ordinance 1984.
During the year, the reserve has been
transferred to retained earnings as the
terms and conditions of the tax holiday
reserve have been fulfilled.
The total Reserves of the Company stood
at Tk. 292.85 million, details of which are
given in Notes 12 and in the Statement of
Changes in Equity in the Financial
Statements.
Events subsequent to Balance Sheet
No events have occurred since the balance
sheet date, which would require
adjustment or disclosure in the financial
statements.
Statutory Payments
The Directors, to the best of their
knowledge and belief, are satisfied that all
statutory payments in relation to
employees and the Government have been
made up to date.

As per Article 81 of the


Articles of Association of the
Company, Mr. Tobias Brown
and Mr. Mahbub Jamil retire
by rotation as Directors at the
upcoming Annual General
Meeting and being eligible
offer themselves for reappointment.
The Board recommends their
re-appointment.
Shareholdings of Directors at
the beginning of the year and
at the end of the year 2010 are
shown in Annexure II of this
report.
Donations
During the year, the Company
donated to some Government
approved charities such as
Fareea Lara Foundation,
Bangladesh Table Tennis
Players Society and donations
amounting to Taka 1.18
million were made by the
Company as part of CSR
program.

Share Information
The distribution of shareholding, market
value of shares and record of scrip issues
are given on pages 80 and 81 of this report.
Earnings per share, dividend per share
and net assets per share are shown in the
financial highlights section on page 5 of
the annual report.
Directors
Name of the Directors of the Company
and their biographical details are shown
on pages 10 to 12.
Recommendations for Re-election
In accordance with Article 68 of Articles of
Association of the Company the Board of
Directors appointed Mr Gelmart M.
Gellecanao, Vice President, Singer Asia
Limited, Mohammad Sanaullah,
Corporate Affairs Director and Mr. Akram
Uddin Ahmed, Controller as Directors on
August 20, 2010, as such, they hold office
up to the next Annual General Meeting.
Approval of shareholders is sought for the
re-appointment of Mr Gelmart M.
Gellecanao, Mohammad Sanaullah and
Mr. Akram Uddin Ahmed as Director of
the Company.

Directors' Report | Singer Bangladesh Limited | Annual Report 2010

17

Board Meetings and


Attendance
During the year, 12 Board
meetings were held. The
attendance record of the
Directors is shown in
Annexure III of this report.
The Directors who could not
attend the meetings were
granted leave of absence.

Appointment of Auditors
Pursuant to section 210 of the Companies
Act 1994, the Company's Statutory
Auditors Messrs. Rahman Rahman Huq,
Chartered Accountants retires at the 31st
Annual General Meeting as auditors of the
Company.
The retiring Auditors are eligible for
reappointment and have expressed their
willingness to continue in office.
The Directors endorsed recommendation
of the Audit Committee for the reappointment of Messer's Rahman Rahman
and Huq, Chartered Accountants as the
Auditors of the Company for the year 2011
at a fee of Taka 225,000 plus VAT.
Human Resources
As a part of commitment to have a well
trained work force, the Company has
given more stress to develop management
skills to suit today's business environment.
Various training programs and workshops
were carried out during the year.
Industrial relations, an important
ingredient to productivity was also
excellent throughout the year.
Going Concern
The Board of Directors has reviewed the
Company's business plan and is satisfied
that the Company has adequate resources
to continue its operations in the
foreseeable future. Accordingly the
Financial Statements are prepared based
on the going concern concept.
Compliance with Laws and Regulations
The Company was not engaged in any
activities contravening the laws and
regulations. All those responsible for
ensuring compliance with the provisions
in various laws and regulations did so
within the stipulated time.
Environmental Protection

To the best of Board's knowledge, the


Company was not engaged in any activity
which is harmful to the environment;
specific measures took to protect the
environment.
Conclusion
The Company wishes to express its sincere
appreciation to all employees of Singer
Bangladesh Limited for their contribution
and at the same time thank all the
stakeholders for their continued support
and confidence.
Approved by the Board of Directors and
signed on its behalf

A. M. Hamim Rahmatullah
Managing Director

Mohammad Sanaullah
Company Secretary

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Annual Report 2010 | Singer Bangladesh Limited | Directors' Report

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Directors' Report | Singer Bangladesh Limited | Annual Report 2010

19

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PvUvW GKvDUvUm&K 225,000 UvKv wd I fvU c`vb
mvc 2011 mvji wbixK wnme wbqvMi mycvwik
evwlK mvaviY mfvq m`mMYi Abygv`bi Rb ck
KiQb|

Status of compliance with the conditions imposed by the Commission's Notification No. SEC/CMRRCD/2006-158/Admin/02-08
dated 20th February 2006 issued under section 2CC of Securities and Exchange Ordinance 1969:

Explanation for
non-compliance

Condition
No

Title
1.1

cwiek msiY
cvKwZK cwiek weic cfve dj Gic KgKv nZ
Kvvbx me`v weiZ _KQ Ges cwiek ivq
Kvvbx me`v mP _KQ|

cwikl
cwiPvjKgjx wmvi evsjv`k wjwgUW Gi mKj
Kgxe`K Zuv`i Ae`vbi Rb AvwiK KZZv
RvbvQb| mBmv_ abev` vcb KiQb Avgv`i
mKj Knvvi I ZvmvaviYi cwZ, hviv memgq
Kvvbxi cwZ mg_b I Avv c`kb KiQb|
cwiPvjKgjxi Abygv`bg cwiPvjbv cl`i c -

G.Gg. nvwgg ivn&gvZDj-vn&


eevcbv cwiPvjK

gvnv` mvbvDj-vn
Kvvbx mwPe

1.2(i)

Complied
Complied

IAS Applicable in Bangladesh


(application & adequate disclosure for any departure)

1.4(e)

Complied

Accounting Policies (application of appropriate


accounting policies & estimates)

1.4(d)

Complied

Books of Accounts
(maintenance of proper books of accounts)

1.4(c)

Complied

Directors Report on Financial Statements


(fairness of financial statements)

1.4(b)

Complied

Chairman & Chief Executive Officer


(preferably be different)

1.4(a)

Complied

Independent Directors Appointment


(should be appointed by the elected Directors)

1.3

Complied

System of Internal Control


(efficiency of internal control system)

Complied

1.4(f)

Going Concern (ability to continue as a going concern)

Complied

1.4(g)

Deviations in Operating Results (highlighting


significant deviations from last year in operating result)

1.4(h)

Complied

Key Operating and Financial Data (summarized


financial data of at least preceding three years)

Complied

1.4(i)

Declaration of Dividend

Complied

1.4(j)

Number of Board Meetings (no. of Board Meetings


held and attendance by each director)

1.4(k)

XvKv, 15 gvP 2011

Complied

Board Meeting Attendance


(CFO & CS should attend except agenda relating to them)

3.00

Complied

Appointment of CFO, HIA & CS and defining


their roles, responsibilities & duties

2.2

Complied

Pattern of Shareholding
(disclosing aggregate number of shares)

2.1

with the condition

Independent Directors (at least one tenth of Directors


should be Independent Directors)

1.2(ii)

Compliance status

Boards Size
(number of Directors - minimum 5 and maximum 20)

AvBbi cwZ kv
Avcbv`i Kvvbx AvBb Ges ZrmwKZ wewaweavb
mg~ni cwicx Kvb KvRi mv_ hy bq| wewea
AvBbi weavbmg~n h_vh_fve AbymiY Kiv nq Ges
KiYxq welqmg~n h_vmgq wbwZ Kiv nq|

wbixK wbqvM
Kvvbx AvBb 1994 Gi 210 aviv Abyhvqx
Kvvbxi wbixK gmvm ingvb ingvb nK, PvUvU
GKvDUvUm&, Kvvbxi 31Zg evwlK mvaviY mfvq
Aemi MnY KiQb|

Annexure-I

Complied

Audit Committee
(should have an audit committee as a
sub-committee of the Board of Directors)

20

Annual Report 2010 | Singer Bangladesh Limited | Directors' Report

Complied

Singer Bangladesh Limited | Annual Report 2010

21

Annexure-II
The pattern of shareholding
Status

Name of Shareholders

Shares Held

Shares Held

at 01 Jan 10

at 31 Dec 10
1,234,124

i) Parent / Subsidiary/Associate Companies

Explanation for
non-compliance

Condition
No
3.1(i)

Title
Composition of Audit Committee
(should be composed of at least three members)

3.1(ii)

Compliance status

Complied

Audit Committee Members Appointment


(members should nominate by the Board with at
least one Independent Director)

3.1(iii)

3.3.1(i)

Singer Bhold B.V.- Bangladesh Management

448,607

of Internal Audit and their spouses and minor children


Mr. Mahbub Jamil

Chairman

62

62

Mr. A. M. Hamim Rahmatullah

Managing Director

10

10

Mr. Akhtar Imam

Director

73

73

Mr. C. K. Hyder

Director

Mr. Sajidur Rahman Khan

Director

Mr. Mohammad Sanaullah

Director

17

17

Director

Ms. Nahar Jamil

W/o. Mr. Mahbub Jamil

283

283

(Board to ensure continuity of minimum

Ms. Humayra Hamim

W/o. Mr. A. M. Hamim Rahmatullah

43

43

Ms. Perveen Ahmed

W/o. Mr. Akhtar Imam

13

13

Ms. Salma Aktar

W/o. Mr. Mohammad Sanaullah

14

14

Ms. Arifa Salzana Hemon

W/o. Mr. Akram Uddin Ahmed

120

40

40
1,234,124

Complied

Chairman of Audit Committee


Complied

Audit Committee Chairmans Qualification

iii) Executives
Mr. Mokbul Ahmed

(professional qualification and experience of the Chairman)

Complied

iv) Shareholders Holding Ten Percent or More Voting Interest

Reporting to the Board of Directors

Complied

Singer Bhold B. V.

55%

1,234,124

20%

448,607

3.3.1(ii)(a)

Report of Conflict of Interest

Not Applicable

3.3.1(ii)(b

Defect in the Internal Control System to the Board of Directors

Complied

3.3.1(ii)(c)

Suspected Infringement of Laws to the Board of Directors

Not Applicable

Annexure -III

3.3.1(ii)(d

Any Other Matter (out of the above, a:c)

Not Applicable

No. of meetings attended in


Name of Directors

Meeting held while a member

person/alternates

Mr. Mahbub Jamil

12

12

Mr. A. M. Hamim Rahmatullah

12

12

Mr. Akhtar Imam

12

11

Mr. C. K. Hyder

12

11

Appraisal or Valuation Services

Mr. Tobias Brown

12

(none by the external/statutory auditor)

Mr. Peter James ODonnell

12

Mr. Gavin Walker

12

Mr. Sajidur Rahman Khan

12

12

Mr. Gelmart M. Gellecanao

Mr. Mohammad Sanaullah

Mr. Akram Uddin Ahmed

operation, unreasonably ignored by the management)

4.00(I)
4.00(ii)

Complied
Complied

Audit Committee Meeting and attendance during the year


ended 31 December 2010
Name of Members

Internal Audit Services


(none by the external/statutory auditor)

4.00(vii)

Complied

Actuarial Services
(none by the external/statutory auditor)

4.00(vi)

Complied

Broker-dealer Services
(none by the external/statutory auditor)

4.00(v)

Complied

Book Keeping or Other Services


(none by the external/statutory auditor)

4.00(iv)

Complied

Financial Information System


(none by the external/statutory auditor)

4.00(iii)

Not Applicable

Reporting to the Shareholders (disclosure of activities of the


audit committee in the annual report.

Complied

Any other Services


(none by the external/statutory auditor)

Annual Report 2010 | Singer Bangladesh Limited

448,607

Board Meeting and attendance during the year ended 31 December 2010

Reporting to the Authorities-SEC


(if any material impact on the financial condition & results of

3.4

448,607

ii) Directors, Company Secretary, Chief Financial Officer, Head

Singer Bhold B.V. - Bangladesh Management

3.3.2

22

1,234,124

Mr. Akram Uddin Ahmed

(Board to select Chairman from Audit Committee)


3.2(ii)

Terms of Service of Audit Committee


prescribed number of members)

3.2(i)

Complied

with the condition

Singer Bhold B. V.

Complied

Meeting held

No. of meetings

while a member

attended

Mr. C. K. Hyder

Mr. Akhtar Imam

Mr. A. M. Hamim Rahmatullah

Singer Bangladesh Limited | Annual Report 2010

23

Singer Bangladesh Performed Well in 2010


Owing to the Austerity Measures
Chief Executive Officer's
Review
Industry Overview
Singer Bangladesh performed
well in 2010 despite many
obstacles. The global financial
crisis impacted the
Bangladesh economy which
saw pressure on our export
earnings and overseas
remittances. The cost of living
increased, as did inflation but
the Company managed
through these challenges and
ultimately delivered success.

New electricity and gas


connections were restricted
during the year which further
slowed down the
industrialization process
leading to a stagnant
economy, particularly for sales
of electrical appliances such as
air conditioners. Overseas
employment did not return
back to the pre-financial crisis
level which resulted in a
shortage of foreign currency
and some currency
devaluation.
Despite these limitations
Singer Bangladesh performed
well in 2010 owing to the
austerity measures which
were initiated in 2009 and
continued throughout 2010.
The FIFA Football World Cup
was a bright spot which saw
significant sales of televisions
in June and July.
Cost Control Strategy
Singer Bangladesh continued
its cost control initiatives in
every sphere of its activities
without affecting the normal
course of business. Business
expansion took place by
opening shops which is an ongoing process. Singer
Bangladesh concentrated in
importation of fast moving
products which had
reasonably good returns for
better inventory management.
Effective utilization of human
resources was taken up for
deriving optimum benefits
from them.

24

Annual Report 2010 | Singer Bangladesh Limited

Singer Bangladesh continues to reinvent


itself, is determined to grow even more
productive, profitable and supportive of
its shareholders. As long as the Company
maintains this commitment to growth, the
prospect of development and change is
bright.

During the EID Festival, sale of


refrigerator and freezer reaches its peak
for which sufficient inventory needs to be
made available in order to bring in
reasonably good sale.
All these activities paid off and Singer
Bangladesh achieved reasonably good sale
of refrigerator in 2010 registering a growth
of 4.87% over the previous year.

Market Performance
Singer Bangladesh always strives to
maintain the lead position in the market in
which it operates. The year under review
is no such exception. The Company
performed extremely well in the white and
brown goods categories particularly in the
Refrigerator, Color Television and Air
Conditioner market.

Singer Bangladesh markets two brands of


Air Conditioner Singer and Haier having
three different capacity 1.0 Ton, 1.5 Ton
and 2.0 Ton. In the year under review the
Company also grew in the air conditioner
business by 12.70%.

Distribution Channels
Singer Bangladesh markets products
through two distinct channels its own
retail chain shops SINGER PLUS and the
Dealer Channel. In the year under review
the Company opened 15 new Singer Plus
Shops in different parts of the country.

Brown Goods
Singer, Samsung and Haier are the three
main brands in the Brown Goods category
which the company offers to its consumers.
Color Televisions of all kinds, Audio, DVD
Players and Home Theatre Systems are the
main products under this category.

Review of Operations by Product


Category

In 2010 the World Cup Football was held


which prompted Singer Bangladesh to
introduce small sized LCD Television (24
and 32) in Singer Brand for pleasant and
crystal clear viewing of the game.

White Goods
Singer Bangladesh markets five brands,

Kitchen Appliance

Currently the Kitchen


appliances market of
Bangladesh is relatively small
which is expected to grow in
the coming future as and
when consumer opts for
convenience. It is for this
Singer Bangladesh is
maintaining its presence in
this market by offering a wide
array of Kitchen Appliances
comprising such brands as
Singer, Moulinex, Sebec, Tefal
and Prestige so as to reap the
benefits as and when the
market grows.
Computers
SINGTECH brand of Desk
Top Computer was introduced
in 2010 in the fast-growing,
fiercely competitive category

whose total market is


increasing and will continue
to do so in the years to come.
Plans are there to further
expand in this category.
namely, Singer, Samsung, Whirlpool,
Haier and Hayes Brand in the white goods
category which consists of products like
refrigerators, freezers, washing machines,
air conditioners and related products.
In 2010, Singer Bangladesh brought a
change in its refrigerator product line up
by bringing variations in color and size
with added features. Two new chest
freezer model was introduced which had
glass top with a solid door above it during
the EID Festival.

Motorcycle
Emphasis was also given in the marketing
of LCD Television to grow market share in
the LCD segment.
The Company registered a growth of
18.56% in the Color Television in the year
under review.
In 2010 the company extended
its motor cycle line up by
introducing a stylish 125 cc
capacity motor bike.

Chief Executive Officer's Review | Singer Bangladesh Limited | Annual Report 2010

25

Sewing Machines

Singer Bangladesh markets


manual sewing machine both
through its retail and
wholesale channel for
household use.
In 2010 the company grew in
the sewing machine market by
50.67% in comparison to 2009
owing to its concentrated
efforts to make the products
available through its chain
store and dealer outlets.
Efforts were also given to sell
the product to different
institutions and NGO's.
Service Product
Insta Buy
Under an agreement with
Standard Chartered Bank,
Singer Bangladesh continued
offering its product to the
Credit Card Holders of the
Bank in Insta Buy Scheme
which brought in incremental
sales.
Grameen Phone's Bill Pay
and Flexi Load
To further extend our services,
Singer Bangladesh launched
Bill Pay and Flexi Load in
collaboration with Grameen
Phone which would ease in
the payment of utility bills
and reload mobile money.
Review of Operations by
Distribution Channel

26

Singer Plus
Singer Shop was re-branded into Singer
Plus during the year 2006 as part of the
Company's on-going strategy. Singer
Bangladesh's goal is to transform Singer
Plus Shop as one of the leading electronic
and appliance retailer in the Asia-Pacific
region. For attainment of this goal
adequate trained manpower is required to
run the Singer Plus Shop.
Development of human resources at the
field level continued in 2010 under the
banner of Singer Retail Academy (SRA)
which is joint initiative with Graff Retail, a
Canadian human resource consultancy
company specializing in the retail
industry.
Dealers
The total number of dealers marketing
Singer Cables along with other Consumer
Electronics and Home Appliances was 310
in 2010.
Hello Singer Call Centre
Hello Singer, the first retail store customer
helpline in Bangladesh was set up by
Singer Bangladesh. The Hello Singer Call
Centre service is available from 9 am to 8
pm six days a week.
In 2010 the Singer Call Centre greeted
numerous customers who purchased
Singer and its multi brand and inquired
about level of satisfaction with the
product, service, and staff behavior. Their
feedback helped us in improving the
quality of services.
The company also provided information
on product, price, location special
promotion etc. to prospective customers
who rang at Hello Singer Call Centre.
Extended Warranty
Singer Bangladesh offers consumers the
option of extending the prevailing
warranty for almost all products by two
years. Consumers purchase this by paying
a nominal fee.
Customer Protection Plan

Annual Report 2010 | Singer Bangladesh Limited | Chief Executive Officer's Review

In line with its social commitment, Singer


Bangladesh introduced in the year 2006
the Customer Protection Plan under its
Hire Purchase Scheme. Under the
Customer Protection Plan, in case of an
accident resulting in death or earning
disability of the hirer, the ownership right
is transferred to the nominee by waiving
the residual amount, due to the Company.
Similarly if a product of the hirer is
damaged or destroyed owing to natural
calamities or accident then that product is
replaced by a new one absolutely free of
cost.
Customer Loyalty Program
The Company also introduced Customer
Loyalty Program to say "THANK YOU" to
the customers who patronized in our
growth. With the introduction of
Customer Loyalty Program, these
customers will be rewarded for their
continued patronage which eventually will
help in increasing revenue for the
Company.
Enterprise Resource Planning (ERP)
Your Company has brought most of the
Singer Plus Shops under ERP which is an
integrated software for managing all
operations of the shop and organization.
By 2011 Singer Bangladesh plans to bring
all shops, warehouse and service centre
under ERP coverage.
Conclusion
The Company has however done well in
spite of all the odds during the year. For
this I would like to express on behalf of
Singer Bangladesh Management my
gratitude to our honorable Shareholders,
Directors, Employees and Customers for
their support. I expect similar support in
the future for taking the Company
forward because it is wonderful to have
success again and again.

A. M. Hamim Rahmatullah
Managing Director & CEO

Company Believes in Equal Employment


Opportunity in Workplace
A qualified and dedicated human capital
is the vital force of an organization.
Human is the behind of all machines that
accelerate the mechanism of movement,
improve the phase and enhance the
efficiency that makes an outcome of
success. From desk to field, Singer
Bangladesh Ltd owns such assets in the
Company for which it appears as market
leader.

Our Resources
Singer is a heritage company
which blends with many
senior & junior employees in
term of age & experience.
Energetic & fresh bloods
match with wisdom of the
older employees' hence
strategic plan and its
operation gets a new phase in
acceleration. Our Management
is acting as bottom to the top
flow. Idea sharing is the most
common feature to the open
end Management. On the
other hand it can be
considered as consultation
with employees.

Just after the global recession, 2010 was


not an easy year for us and your Company
faced many odds & obstacle in business;
but our human capital was able to run
your Company in a commendable way
and we however managed to achieve our
target. It is indeed a great success and
outcome of a good teamwork.
Objectives
People are needed to manage people.
There must be in charge to direct and
guide people in the organizations. So
human resource management is the art of
managing people in the organization. For
this purpose Singer Bangladesh Limited
has separate department to manage its
human resources.
Working Environment
Your Company maintains a working
environment in which rules and practices
are clearly shared with all personnel. Any
complaint from personnel is resolved by
the Human Resources Department,
keeping the best interests of both the
Company and its employees in mind at all
times. In dealing with any complaint, the
management of the appropriate unit is
involved as well. The industrial relations
in the Company as usual, have been
excellent throughout the year.
Equal Opportunity
Your Company believes in equal
opportunity in workplace hence race,
religion, sex, color nothing is barrier in
question of selecting competent
candidates. We believe in quality hence
hired the best workforce to mobilize its
business operation smoothly. As well as
the working environment and employee
facilities, Singer is one of the leading
companies in the country.

The Management fills that employees are


in stress in workplace in this competitive
market situation and they work hard to
achieve the goal. Hence we try to release
the stress by different way. Annual Picnic
is one of the biggest functions where all
employees can join with their family
members for fun & enjoyment altogether.
In addition, the corporate intranet is open
to all employees and serves as a
continuous channel of communication
between employees.
Employee Consultation
The Company places considerable value
on the involvement of its employees and
has continued its previous practice of
keeping them informed of matters
affecting them as employees and on the
various factors affecting the performance
of the Company. This is achieved through
formal and informal meetings and a
periodic newsletter for employees.
Employees can offer new ideas and even
practice open debate to the Key
Management in question of policy &
implementation. It makes a healthy
working environment which is very much
transparent to all. Each & every
department is independent and gets
freedom to run their course within the
Company's policy to reach the goal.

Singer Bangladesh Limited | Annual Report 2010

27

The Company has been


maintaining a dedicated &
competent workforce. The
Management is segmented
into different department,
which are equipped with
excellent human capital.
According to the headcount
report of 2010, 799 employees
found in active workforce,
they are:

Grooming up the Little Stars

Human Resources Strength


2010
Key & Senior Management
Middle Mgt
Jr. Mgt
Non Mgt
Total

2009

10
33
54
702
799

12
32
57
655
756

Supervisor & Clerical


Supervisory Staff
Credit Inspectors
Clerical

Manufacturing
Production
Employees
Drivers
Other Staffs

Other Grades
Shop Manager
Total

13
36
63
624
736

2007
11
35
59
576
681

2006
11
32
54
516
613

employees based in around the country


and it is the sum of their individual efforts
that underlies our success.

Employee Statistics 2010


Management
Key & Sr. Managers
Middle Manager
Junior Manager

2008

10
33
54
97

86
42
55
183

205
13
45
263

Employee's Development
Your company is committed to the
development of its employees for the
benefit of the Company and the
individual. A wide range of training and
development opportunities are made
available as Singer Management is very
much interested in training &
development of the employees. In case of
employee training and development,
employees are imparted proper training
and knowledge which in turn help them to
perform their task well and with
maximum efficiency. During the year of
2010 the company has arranged various inhouse & external trainings both at home
and abroad.
Training session and attendee of 2010 can
be summarized as follows:

256
799

Reporting year saw an increase in the


number of employees who represent
Singer in its dealings with customers and
business partners. The company now
enjoys the support of around 799

Category
Training at abroad
External
Training at Home
In-house training

Training
session

Attendee

12
24

124
529

Singer Bangladesh believes that it's equally


important to pay back the dues to the
society for bringing the Company closer to
the people and community. Embodied in
this spirit the Company had taken an
initiative in 2010 for Grooming up the
Little Star.
Grooming Up the Little Star
Singer Bangladesh tied up with
Bangladesh Table Tennis Players Society
(BTTPS) for grooming up the little stars of
different schools so that they can excel in
the table tennis game. Under this joint
initiative children, both male and female
from eight schools in the metropolitan city
Dhaka were given three months extensive
hands on training on table tennis by the
renowned past and present players of this
country. This initiative would continue to
other schools of Bangladesh, in phases.
School going children can not go out of the
four walls of the home and is confined
inside their residence with little or no
physical exercise. Playing grounds is fast
evading from the metropolitan cities with
the advent of high rise buildings. But
exercise is a must for physical and mental
growth of the children wherein Table
Tennis can be a good alternative sport.
This sport requires little space for setting
up the 9 ft x 5 ft hard table on which the
game is played and can easily find their
way into the apartment building for
mental and physical recreation and
thereby ensure health youths for the
country.

Mother and Child Care and Awareness


Program
In consideration of poor scenario in the
rural health sector, Singer Bangladesh had
taken up an on-going initiative in
conjunction with Fareea Lara Foundation
since 2006 for making a significant
improvement in the lives of many rural
people and bringing smile to many. This
program has been running successfully for
the last four years with the ultimate aim
of

Raising awareness about


the hazards of improper
hygienic practices,
environmental
contamination, drinking
and using surface water
through the Village
Health Workers
Educating about
appropriate food
nutritional needs for
mother and children
through Village Health
Workers

Singer regards the support and


development of our human resources as a
key investment in its future.
Conclusion
The Board of Directors is aware of the fact
that the Company's success is dependent
on the overall performance of Singer
employees throughout the country. It is
with this in mind that the Board wishes to
express its gratitude and appreciation to
the entire workforce for the outstanding
level of commitment and high
performance shown throughout the year
2010.

28

Annual Report 2010 | Singer Bangladesh Limited | Human Resources

Singer Bangladesh Limited | Annual Report 2010

29

Training the traditional


birth attendants in order
to ensure safe birth
Encouraging traditional
birth attendants to refer
complicated cases to the
medical centre in their
vicinity
Making mothers aware
about immunizable
diseases and their
prevention through the
traditional birth
attendants
Providing awareness
training on diabetics
Providing Eye Care
Facilities
Encouraging traditional
birth attendants to refer
complicated cases to
medical centre located in
the capital city Dhaka.
The company bridged the
foundation with
Community Hospital in
Dhaka to provide free or
charge minimum for
treatment of such
complicated cases.

Financial Results Improved


with Higher Profitability
Financial Review
Revenue
Tk. Billion
5

2500

2000

1500

1000

500
0

0
2006 2007 2008 2009 2010

On Saturday approximately 300 and on


each of the remaining days of the week 50
persons frequents this medical centre for
medical assistance.
Singer Sewing Academy
The Sewing Academy is an embodiment of
Singer's social commitment, and it resolve
to bring the company closer to the people
and community. The Academy
- extends its services to the women of the
society for income generation
- keeps the art of machine sewing alive
and well
- helps the teachers of Franchise Schools
earn a reasonable income from the fees
while they give hands on training on
sewing, embroidery, stitching, and
cutting to the students
- creates an opportunity for students
who pass out successfully to open their
own Franchise Schools in their
community, thereby keeping the cycle
of sewing -learning - income generation
In 2010, a training program for the
destitute women was organized on the art
of sewing and at the end of training
session they were provided Singer Sewing
Machine absolutely free of cost.
In conjunction with S.O.S Rajshahi, 62
personnel was provided vocational
training on sewing machine by the
Academy.

Customer Protection Plan


As part of social commitment, Singer
Bangladesh has introduced in the year
2006 the Customer Protection Plan
under its Hire Purchase Scheme. Under
the Customer Protection Plan, in case of an
accident resulting in death or earning
disability of the hirer, the ownership right
is transferred to the nominee by waiving
the residual amount, due to the company.
Similarly if a product of the hirer is
damaged or destroyed owing to natural
calamities or accident then that product is
replaced by a new one absolutely free of
cost.

Profit before Tax


Tk. Million

2006 2007 2008 2009 2010

Accounting Policies

Gross Profit

Non-operating Income

The Financial Statements contained in this


report are prepared in accordance with
Bangladesh Financial Reporting Standards
(BFRS), the Companies Act 1994, the
Securities and Exchange Ordinance 1969,
Securities and Exchange Rules 1987 and
other applicable laws and regulations.

The gross profit for the year under review


was Taka 1,231.53 million as against Taka
1,101.27 million in the previous year,
achieving an increase of 11.23%. Absolute
gross profit increased due to increase in
percentage of gross profit from 25.08% to
25.50%. Costs of brining in inventory were
higher which could not be fully adjusted
with selling prices due to stiff market
competition. In spite of absorbing high
costs the Company managed to grow
gross profit by 0.42% point. This was
achieved through continuous cost
improvement process in supply chain
management, pricing and other overhead
costs.

Non-operating income of the


Company increased compared
to previous year from Taka
213.81 million to Taka 1,886.31
million. In 2010 the company
disposed off entire equity
holding of associate, ILFSL
which contributed a
significantly high capital gain
accounted for as nonoperating income.

Revenue
After the year of slow growth in 2009 the
company recorded net revenue with a
growth of 9.97 % on year basis. The
revenue for the year was Taka 4,829.02
million as compared to Taka 4,391.26
million in 2009 reflecting a decent growth.
The revenue could have been recognized
more than what was reported. But due to a
recent change in method of payment of
VAT, sales from appliance, particularly
CBU units, were reduced by around 12%.
In compliance with latest VAT rules SBL
opted for rebate system resulting in
decrease in net sales value which in turn
reduced reported sales. If SBL had not
been subject to or affected by recent
changes the sales would have been
reported higher than the amount what was
reported. As a result, the sales growth has
been reported to be lower than actual
achievement.

Operating Profit
The operating profit was increased to Taka
498.17 million in 2010 from Taka 414.29
million in 2009. With the growth of gross
profit and efficiency through various costs
improvement measures, as implemented
by management, in managing operating
expenses the company achieved growth of
operating profit by 20.25% over previous
year 2009. Due to effective monitoring the
percentage of operating expenses
decreased to 15.19% in 2010 as opposed to
15.64% in 2009 which contributed to the
growth operating profit for the year under
review.

The academy also organized a cooking


course jointly with Nestle Bangladesh for
all its Sewing Teachers so that they could
bring in extra earnings for their family.

30

Annual Report 2010 | Singer Bangladesh Limited | Corporate Social Responsibility

Singer Bangladesh Limited | Annual Report 2010

31

Operating Expenses
Operating expenses of the
Company increased from Taka
686.98 million in 2009 to Taka
733.36 million in 2010. The
increase in operating expenses
was 6.75% which is the below
the growth of revenue due to
constant efforts for efficiency
measures as put in place by
the management. The increase
was on account of rising
promotional expenses, shop
operating expenses and other
some operating expenses. The
management was always
vigilant to cling on to period
expenses' growth below the
prevailing inflation rate. In
addition, regular and effective
various control measures was
placed to effectively monitor
Trade and other receivables
which eventually helped to
reduce the exposure of
provision for bad and
doubtful debts by 19.7%. This
reduction in provision of bad
and doubtful debts has
contributed improvement in
operating expenses.

Income Tax

Interest Expenses
Tk. Million
200
150
100
50
0

2010
2006 2007 2008 2009

Interest Expenses
As a consequence of short term
investments and repayment of short &
long term borrowing there was significant
interest income which compensated fully
interest expenses for the year under
review. The short term investments and
liquidity for repayment of entire
borrowings was managed from the sales
proceeds of disposal of ILFSL shares. As a
result, interest expense significantly
decreased by 101.73% in 2010 and it came
down to appear as interest income of Taka
2.18 million in 2010 from interest expenses
of Taka 125.99 million in 2009. Lower
utilization of borrowing as a result of
better inventory management and sound
monitoring of Hire Receivable also
contributed to lower interest expenses in
2010 compared to 2009. The lower
utilization of borrowing was largely
contributed by significant cash flow from
disposal of shares of associate company. In
addition, better interest rates were
negotiated while arranging borrowing
facilities from banks.

The company is liable to pay income tax at


27.5% less 10% rebate if a dividend
payment is more than 20% for the year.
The company has consistently made
provisioning for income tax on
consideration of declaring dividend more
than 20%. Income tax for the year under
review was increased by Taka 210.52
million from Taka 83.05 million to Taka
293.57 million in 2010.
The increase of tax expenses was the
mainly due to recognizing significant
capital gain from disposal of shares held in
ILFSL. The tax expense also increased due
to improvement in net profit of the
Company for the year under review and.
In addition, there has been made an
additional provision in connection with
income years 2007 & 2008 where tax
authority has increased the tax burden
deliberately denying acceptance of actual
lower gross margin compared to previous
year. Appeals are pending with tax
authorities and Honourable High Court.

Earning per Share


Taka
1000
750
500
250
0
2006 2007 2008 2009 2010

Earnings per Share


The Company's earnings per share (EPS)
for the year under review were Taka
879.63 vs. Taka 176.83 in 2009.
Price Earning Ratio
The price earning ratio (times) of the
Company as at December 31, 2010 was
8.15, compared to 15.79 as at December 31,
2009.
Share Value

Net Profit for the Year


The net profit after tax for the year was
increased by Taka 1,576.97 million and by
397.43% compared to previous year. It
increased from Taka 1,973.76 million to
Taka 396.79 million in 2009. The increase
was mainly due to improvement in
operating profit and capital gain from
disposal of entire shares of associate
company (ILFSL).

Profit after Tax


Tk. Million

During the year under review, the share


price of the Company fluctuated between
Taka 2,830 and Taka 7,900, with the year
end closing value at Taka 7,179. The
corresponding figures for 2009 were
highest Taka 2,970 and lowest Taka 1,590.
Return on Equity
Return on equity of the Company was
increased to 62.85% in 2010 from 36.71% in
the previous year. Return on equity has
been computed by comparing the net
profit after tax and the shareholders'
equity.

2000

Current Assets

Non-Current Liabilities

The Company's current assets increased to


Taka 3,458.77 million in 2010 from Taka
1,388.60 million in 2009 giving a rise of
Taka 2,070.43 million. The main reason of
this increase is the disposal of shares of
ILFSL which brought in significant cash
into the company. The company made
short term investments with various banks
by utilizing fund received from the said
disposal. As a result, investment in short
term deposit and cash & cash equivalents
increased considerably. In addition, after
the recession year of 2009 the level of
inventory was kept at its normal level
which also gave an increased in the
holding value of inventory in 2010.

Non-current liabilities of the


Company decreased from
Taka 434.56 million to Taka
404.33 million, mainly due to
repayment of interest-bearing
Term loans.

Total Assets
The total assets of the Company increased
by Taka 1,929.69 million in a combination
of the current assets that increased
considerably by Taka 2,070.43 and noncurrent assets that decreased by Taka
140.74 million. The increase of total assets
was 88.13% in 2010 over the previous year.
This increase was mainly due to increase
in inventories, investment in short term
deposits and cash and cash equivalents.
Total Equity

Current Liabilities
Current liabilities of the
Company significantly
decreased from Taka 673.99
million in 2009 to Taka 574.23
million in 2010. The decrease
was mainly due to repayment
of borrowings and lower
utilization of the same.
Operating Cash Flow
Operating cash flow before
interest expenses and
payment of tax was
significantly decreased from
Taka 1,158.19 million in 2009
to Taka 128.60 million in 2010.
Net operating cash out inflow
of the Company was Taka
30.91 million in 2010 which is
significantly decreased as
compared with cash inflow of
Taka 970.26 million in 2009.

Shareholders' equity stood at Taka 3,140.52


million as at December 31, 2010 which was
increased by Taka 2,059.69 million
compared to 2009. The increase in equity
was mainly due to significant increase in
current year's profit due to capital gain
from disposal of ILFSL shares and
considerable increase in reserves due to
revaluation surplus from land and
building.

Non-Current Assets
1500
1000
500
0
2006 2007 2008 2009 2010

Overall non-current assets of the Company


decreased and it came down to Taka
660.30 million in 2010 from Taka 801.04
million in 2009. But property, plan &
equipment under non-current assets
increased by Taka 407.88 million mainly
due to revaluation of land and building.
On the other hand, Investment in Equity
Accounted investments under non-current
assets decreased significantly due to
disposal of entire equity holding of
associate ILFSL.

Shareholders' Equity
Tk. Million
3500
3000
2500
2000
1500
1000
500
0
2006 2007 2008 2009 2010

32

Annual Report 2010 | Singer Bangladesh Limited | Financial Review

Financial Review | Singer Bangladesh Limited | Annual Report 2010

33

Net operating cash flow was


considerably low due to
higher import of inventories.
As a result, net operating cash
flow was sharply decreased as
compared to previous year.
Due to economic slow down
in 2009 the level of inventory
was kept very tight and low
because of apprehension of
low sales. But the expectation
of turnover was high and the
level of inventory was
targeted to maintain at its
normal level in order to drive
the wheel of sales growth
moving forward. As a result
import of inventory was high
compared to 2009 but in line
with the growth in 2008.

Investment Cash Flow

Financing Cash Flow

During the year the entire holding of


associate, ILFSL was disposed off. As a
result, there was significant cash flow into
the Company to the extent of Taka 2,208.16
million. In order ease the Company from
bank borrowing, a portion of the sales
proceeds was used to repay short term and
long term borrowing in full. In addition,
short term investments in fixed deposit
were made with different banks in
combination of three months and six
months (Taka 267.00 million).

Net cash outflow of Taka 365.15 million


due to repayment of short term and long
term borrowing and payment of dividend
during the year under review.

Apart from above, during the year under


review, the Company made investments of
Taka 35.4 million in property, plant and
equipment and ERP project against Taka
39.48 million in 2009.

Cash and Cash Equivalents


As at December 31, 2010, cash and cash
equivalents of the Company increased
significantly from Taka 69.62 million to
Taka 1,482.17 million. This increased was
mainly due to sales proceeds received
from disposal of shares of ILFSL during
the year under review.

Dividend per Share


Taka
800

Net Assets per Share


Taka

600

1500
400

1200
900

200

600

0
2006 2007 2008 2009 2010

300
0
2006 2007 2008 2009 2010

Dividend Paid
Tk. Million
1600

Return on Average Net Assets


%

1200

60
800
48
400

36

24
2006 2007 2008 2009 2010
12
0
2006 2007 2008 2009 2010

34

Annual Report 2010 | Singer Bangladesh Limited | Financial Review

Follows the Principles of


Transparency and Accountability
Corporate Governance
The Company believes in adopting the best
practices in the area of Corporate Governance
and follows the principles of transparency and
accountability, thereby protecting the interests
of its stakeholders. The Board considers it a
trustee of all shareholders and acknowledges its
responsibilities to the shareholders for creating
and safeguarding their asset. During the year
under review the Board continued its pursuit of
achieving these objectives through the adoption
and monitoring of corporate strategies, prudent
business plans monitoring of major risks of the
Company's business and ensuring that the
Company pursues policies and procedures to
satisfy its legal and ethical responsibilities.
We also believe a good corporate reputation is
the most valuable and competitive asset of a
company. It is directly linked to
uncompromising compliance with applicable
laws, regulations and internal guidelines.
Compliance is thus a central pillar of Singer
management and corporate culture and, at the
same time, an integral part of all business
processes. The Board of Directors ensures that
the activities of the Company are always
conducted in accordance with the highest
ethical standards in the best interest of all
stakeholders and the preservation of the
environment.
The Board
The Board comprises of eleven members, a
good blend of executive and non-executive and
local Directors having diverse and professional
skills and experiences. The Non-executive
Directors are from varied business and other
background and their experience enables them
to execute independent judgments on the Board
with the result that their views carry substantial
weight in Board decision. They contribute to the
Company's strategy and policy formulation in
addition to maintaining its performance and its
executive management. The biographies of all
members of the Board are given on page 11
and 12.
The Company Secretary prepares the Agenda in
consultation with the Chairman of the Board of
Directors, the Chairman of various Committees
and the Managing Director. The Agenda for the
meetings of the Board and its Committees,
together with the appropriate supporting
documents, are circulated well in advance of the
Meetings. All Board members are entitled to
raise other issues. The Chairman ensures that all
Board members are properly briefed on all
issues arising at Board Meetings. It is the
responsibility of the Chairman and the
Company Secretary to ensure that the non
executive directors are provided with timely
information to enable them to carry out the
duties effectively.

The role of the Board is to determine the


Company's direction and strategy attain the
business objectives, ensure that the Company
meets its responsibilities to its shareholders and
that the control environment adequately
protects the Company's assets against the major
risks it faces.
The Board of Directors endeavor to exercise
effective control over the Company in
formulating and implementing policies and
ensuring their effective implementation. The
Board is responsible for the governance of the
Company on behalf of the shareholders within a
framework of policies and controls that provide
for effective risk assessment and management.
The Board provides leadership and articulates
the Company's objectives and strategies.
All the Directors have access to the advice and
services of the Company Secretary, who is
responsible to the Board for ensuring that the
Board procedures are followed and that
applicable rules and regulations are complied
with.

Separate Role of The Chairman


and Managing Director
Positions of the Chairman and
Managing Director are separated
thereby preventing unfettered
powers for decision making in one
person. Chairman is a NonExecutive Director while the
Managing Director serves as the
Chief Executive of the Company.
Chairman is responsible for
leading the Board and its
effectiveness. In compliance with
the requirement of the Securities
and Exchange Commission (SEC)
guideline the roles of Chairman
and Managing Director are clearly
defined by the Board of Directors
of Singer Bangladesh Limited.

Board Meetings
There is an annual cycle of Board meetings
which is designed to address, in a systematic
way, strategy, investment policy, borrowings,
treasury matters, marketing, revenue, dividend
matter and communication with shareholders.
The Board considers that it meets regularly to
discharge its duties effectively. The annexure-III
shows the attendance record for the Board
meeting held during the year.
There is extensive staff participation in decisionmaking at all levels of the Company and
strategic recommendations on material matters
flow to the Board for decision.
Board Independance
In selecting Directors, the Company always
looks for individuals who possess business
experience, strong inter personal skills and
independence of thought and perspective. Mr.
C. K. Hyder and Mr. Akhtar Imam, out of a
Board of eleven, are Independent Directors.
They are considered by the Board to be
independent of the Company and the
management and free of any business or other
relationship that could interfere with the
exercise of their independent judgment.
Throughout the year, both of them have
satisfied the criteria of independent thought and
judgment. The Board believes their experience
and knowledge enables them to provide both
effective and a constructive contribution to the
Board.

Singer Bangladesh Limited | Annual Report 2010

35

Board Committees
The Board has established
Committees to assist it in
exercising its authority; including
monitoring the performance of the
business to gain assurance that
progress is being made towards
the Corporate Objective within the
limits imposed by the Board. The
Board Committees are the Audit
Committee, the Remuneration
Committee and the Nomination
Committee.
Each of the Committees has Terms
of Reference under which
authority is delegated by the
Board. The Company Secretary
provides secretarial services for
each of the Committees.
Committee meeting agendas,
papers and minutes are made
available to all members.
Audit Committee
The company's control
mechanism is overseen by the
Board's Audit Committee which
comprises of one Executive
Director and two Non- Executive
Directors of the Company. The
Chairman of the Audit Committee
is a non-executive Independent
Director. Mr C. K. Hyder, member
of the Board, is Chairman of the
Audit Committee. His long career
with Metropolitan Chamber of
Commerce and Industry, Dhaka
(MCCI) and Bangladesh
Employers' Federation and
extensive experience which has
been of great benefit to the
Company over the years. His
presence on the Audit Committee
is seen as strength.

The Audit Committee monitors the effectiveness


of the internal controls and reviews the interim
and annual financial statements, making
recommendations to the Board whether or not it
should approve those financial statements. The
Committee also considers the appointment of
the auditors, reviews their fees and discusses
the nature, scope and results of the audit with
the external auditors.
The committee's role is to provide a direct link
between the Board and the internal and external
audit functions of the Company. Under its
charter, the committee must ensure that the
system of control safeguards the company's real
and intangible assets, review compliance with
statutory financial requirements, and ensure
that internal and external audit functions are
effective and appropriately resourced and
ensure that financial information provided to
shareholders is accurate and reliable.
The Audit Committee met five times during the
year and all the members were present on each
occasion. The Chief Financial Officer and Head
of Internal Audit also attended these meetings
by invitation. Besides, the Company's external
auditor attended the Audit Committee meeting
once, after the year end, in the absence of the
management to apprise the members about
their views regarding controls.
The Audit Committee is empowered, among
other things, to examine matters relating to the
financial affairs of the Company and to review
internal and external audit programmes,
including the annual audit plan, internal control
systems of the Company and the accounting
policies. During the year the Committee actively
monitored the effectiveness of the internal
controls and reviewed the interim and annual
financial statements before submission to the
Board with the Committee's recommendations
for approval. It also provided directions to
strengthen controls in shops and other
departments where shortcomings were
observed.
Remuneration Committee
During the year under review the Board of
Directors of Singer Bangladesh Limited has
established the Remuneration Committee to
discharge the responsibilities of the Board of
Directors relating to compensation of the
Company's executive directors and senior
management. Remuneration Committee
consists of three members', majority of whom
are independent non-executive directors. The
Chairman of the Committee is a non-executive
Independent Director. Mr C. K. Hyder, member
of the Board, is the Chairman of the
Remuneration Committee. The Remuneration
Committee is responsible for ensuring the
remuneration packages of the CEO / Executive
Directors, Senior Management and continues to
determine individual remuneration packages to
attract, motivate and retain high caliber
individuals.

36

Annual Report 2010 | Singer Bangladesh Limited | Corporate Governance

Nomination Committee
To adhere a good corporate governance
practice in the Company, during the year the
Board of Directors also established the
Nomination Committee with an objective to
discharge the responsibilities of the Board of
Directors for proposing candidates for
appointment to the Board, having regard to the
balance and structure of the Board. The
Committee comprises of three Directors,
majority of whom are independent. Mr Gavin J
Walker, member of the Board is the Chairman of
the Nomination Committee. Other members of
the Board who are not members of the
Committee, may be invited to attend the
meeting.
The Nomination Committee will meet as and
when required to consider candidates for
appointment as Directors.
Reporting by the Committees to the Board
Each committee regularly reports on their work
to the Board. The Company can internally
determine the reporting details and schedule.
As a minimum, the report shall include a
summary of the matters addressed and the
measures undertaken by the committee.
Other Committees
Besides the Board committees Management
established other functional committees in order
to operate and look after the day to day
operations. Those committees are:
Management Committee
The day-to-day Management of the Company is
entrusted with the Managing Director and the
Management Committee. The Management
Committee is chaired by the Managing Director
and comprises of eight key senior executives.
The Management Committee, as the Company's
management body, is committed to serving the
interests of the Company and achieving
sustainable growth in Company value. The
members of the Management Committee are
jointly accountable for the entire management
of the Company and decide on the basic issues
of business policy and corporate strategy. The
Committee meets at regular interval to review
the business performance of the Company and
take decisions as deemed appropriate.
Business Development Committee
The main objective of this committee is to
review and analyze the entire gamut of the
business activities and assist the Management
Committee in decision making process.
Inventory Monitoring Committee
Inventory Monitoring Committee monitors the
inventory position of the Company vis--vis
sales and recommends procurement in line with
the corporate plan, sales forecast and stock-intransit. Slow moving and obsolete items are
identified and speedy measures are initiated for
disposal of these inventories.

Responsibilities to Customers
The Company maintains a country wide
marketing network and provides a wide choice
of products and brands to its customers at
competitive prices. Easy payment options are
also available to the customers.
The products sold by the Company are of the
highest quality which is rigorously tested for
quality prior to introduction. The Company
extends a warranty on its products and has
made appropriate provisions to meet the
warranty expenses. It maintains countrywide
network of service centers and franchise agents
to facilitate product repairs. Customer
grievances, if any, are handled promptly and
solutions provided.
Financial Reporting and Transparency
Financial statements have been prepared in line
with the International Accounting
Standards/International applicable in
Bangladesh.
Financial data is circulated as appropriate
within and outside the organization.
Management accounts are distributed to all
Management Committee Members while
product, channel and divisional profitability
statements are distributed to all Key and Senior
Managers as well as Department Heads so that
their observations and comments can be
ascertained.
The timely publication of quarterly, half yearly
and annual financial statements, with
comprehensive details beyond the statutory
requirements, has been a salient feature of the
financial reporting system. The financial
statements included in this annual report have
been audited by Messrs. Rahman Rahman Haq,
Chartered Accountants.
Internal Controls
Directors are responsible for instituting a
system of internal controls to ensure the
effective implementation of all policies and
decisions of the Board.
The Board ensures that the Directors maintain
full and effective control of all significant
strategic, financial, and organizational and
compliance issues.
The Directors have delegated to Management
Committee the responsibility for establishment
and implementation of a system of internal
control appropriate to the business environment
in which it operates.
The Company's internal controls are
highlighted as follows:
.
The definition of the organizational

structure and appropriate delegation


authorities to functional management.
.
Procedure for the review and
authorization of capital expenditures.
.
Strategic planning and the related annual
planning and quarterly forecasting
process.

.
Accounting and financial reporting

policies to ensure the consistency, integrity


and accuracy of the Company's accounting
records.
.
Reporting and review of financial results
and other operating statistics as well as the
Company's published half yearly and
annual financial statements which are
based on a standard reporting system.
The Company has an internal audit department
consisting of twelve members and headed by
the Internal Audit Manager. The internal control
system is maintained and reviewed by an
internal audit function that operates on a global
basis and reports to Management and the Audit
Committee. The works of the internal auditors
is focused on the areas of risk to the Company
which is determined on the basis of a risk
management approach to audit.
The Company has several levels of personnel
enforcing these internal controls, while the
Internal Audit Department reviews the
effectiveness of such controls.
Company operations are also subject to review
by the Corporate Internal Audit Division of the
parent Company of Singer Bangladesh Limited.
Compliance with the Law
Ethical business conduct and compliance with
applicable laws and regulations are
fundamental aspects of Singer Bangladesh
Limited. To this end the Company has
established procedures to ensure compliance
with all applicable statutory and regulatory
requirements. Relevant officials are responsible
for ensuring proper compliance with applicable
laws and regulations and this is being followed
by the Company.
Code of Ethics for Employees
As an organization, our values include integrity,
self-determination and valuing people. Our
parent company has specified corporate values
for the Company and stipulated a code of ethics
for employees, ensuring that the latter maintain
the highest integrity and comply with the
relevant laws and ethical principles. Therefore,
the Company considers the significance of
ethical, human and environmental matters in
the conduct of its business.

Shareholders Relations
The Company encourages
communications with
shareholders throughout the year
and welcomes their participation
at shareholders' meeting. Four
times each year, Singer
Bangladesh Limited reports to its
shareholders regarding its
business, financial position and
earnings. An Annual General
Meeting normally takes place
within the first four months of
each fiscal year. Among other
things, the Annual General
Meeting decides on the
appropriation of net income,
election of the Board members
and the appointment of the
auditors. Amendments to the
Memorandum and Articles of
Association and change the
Company's paid up capital
structure are approved exclusively
at the Annual General Meeting
and are implemented by the
Board.
In addition to information, which
any company is under a legal or
regulatory requirement to publish,
the Company regularly publishes
through the newspapers. The
Company's website at
www.singerbd.com provides
additional Company information
which is updated regularly and
includes company's management,
marketing network, product range
and other information.
Going Concern
The Directors report that, after
making enquiries, they have a
reasonable expectation that the
Company has adequate resources
to continue in operational
existence for the foreseeable
future. For this reason they
continue to adopt the going
concern basis in preparing the
financial statements.

Risk Management
A properly functioning risk management
system is necessary for responsible governance.
The risk management system at Singer
Bangladesh Limited is geared towards meeting
the practical requirements of our business. It is
designed to highlight risks at an early stage and,
where they occur, to help avoid or limit them.
Details are provided in the section entitled
Risk Management on pages 38 to 40.

Corporate Governance | Singer Bangladesh Limited | Annual Report 2010

37

Managing Risks with Multiple


Management Processes
Risk Management
Risk management is the
prioritization process of
analyzing exposure to risk and
probability of occurring as
well as determining how to
best handle such exposure.
This involves identifying and
characterizing the risks
involved, assessing the threat
from each, assessing
mitigatory precautions and
ways for cost effectiveness and
devising a comprehensive
risk-management strategy to
reduce those risks. The
Company operates on
approved policies and
procedures covering all risk
areas in order to ensure that
risks are properly addressed
and protected for sustainable
development and growth of
the company. These policies
are regularly reviewed and
updated in order to keep pace
with the changing operating
environment, technology and
regulatory requirement.
This section of your annual
report discusses the risk
management process of
prioritize risk reduction
measures at Company in
terms of various risks the
Company has to manage.

The Risk Management process


To identify and manage various risks
involved in course of different operation
your Company has set up different
committees to deal with different aspects
of risks. However, everyone of the
Company who has responsibility for
achieving an objective also has the
responsibility for managing the risks
associated with that objective and the
controls to manage those risks. This means
that responsibilities and accountabilities
for the management of risks are clearly
and appropriately established. Singer
recognizes that good information is the
key to forecasting, assessing, and
managing risk.

inaccurate or tardy, poor decisions will


result, causing financial loss to the
Company. Information risk is managed
through regular IT systems backups and
insurance to cover system-related risks. An
online ERP system is being implemented
currently which will help to ensure that
management information is timely and
accurate.
All relevant information is submitted to
senior management, who appraise it and
submit relevant details to other in the
Company. All information pertaining to
finance is transmitted to the Finance
Department. The Finance Department in
turn shares information with senior
management and department heads..

Reporting
Monthly and quarterly reports and other
analytical information are produced
comparing the previous year and with
predetermined performance indicators,
ensuring that the Management Committee
is fully alerted to any risks as promptly as
possible. The Company is implementing a
real time Enterprise Resource Planning
(ERP), system, which will ensure that
comprehensive information is available to
Company decision makers in timely and
assessable fashion. The system will
provide accurate information and also
alert management of possible risks as or
before they arise.

Continuity Assurance
Procedures to ensure business continuity
exist in all major operational units. These
procedures include continuity planning,
product testing and quality control and
provisions for disaster recovery. The
adequacy of these internal controls is
constantly reviewed by the management
of the company as well as Internal Audit
Department and Corporate Audit Team.

Internal, External and Corporate Audit


Internal, external and corporate audits are
the part of the risk management process.
Key performance indicators of the
Company's business units are continually
monitored. Reports forwarded from
internal, external and corporate auditors
are reviewed by Audit Committee. The
Company's accounting and control
functions, among them the Internal Audit
& System Review function, maintain and
seek continuity to improve the
effectiveness of the reporting system and
the internal controls in place.

Assets Risk
Risks associated with the physical assets of
the Company include their destruction,
loss or theft as well as technical and other
defects. Every such tangible asset is
insured against identifiable risks and the
insurance policies in question reviewed
annually and modification made as
deemed necessary.

Management Information
Information collection and timely
reporting play key roles in risk
monitoring. If this information is

38

Annual Report 2010 | Singer Bangladesh Limited

Labour Risk
The operational risk category includes
labor-related risks, which are managed
through the operations of a grievance
handling procedures.

Reputation risk is minimised through


product quality controls and
comprehensive quality management
processes, which include compliance with
standard based quality (ISO 9001:2000) at
manufacturing facilities. A sufficient
spares helps to mitigate repair and
maintenance related product risk, while

cost-sharing agreements with local and


international suppliers reduce exposure to
losses arising from product defects.
Provision is also made for asset defects
and malfunctions, for obsolescence due to
advances in technology, warranty claims
and doubtful debtors. The Company's
factory and other infrastructure are
continually upgraded.
Market Risk
Market risk arises from market changes,
competitive activity and the Company's
reliance on external suppliers, which can
increase product and supply chain risk.
Consequently Company's earnings,
profits, market share and reputation may
be at risk.
A diversified product and brand portfolio
reduces the Company's relative exposure
to any given market segment, helping
spread market risk. The portfolio is
designed to minimize overall risk to the
Company with the least possible
compromise to profitability. Our best
defense against competitive threats is the
strength and power of the Singer brand,
and measures to maintain and further
strengthen this, as well as other Companyowned brands, from a vital part of our
marketing activities.
Product Risk
Product may prove defective or
inappropriate for the market in terms of
price, functionality or perceived value.
They are also liable to be rendered
obsolete. Product risk is managed through
stringent quality control of our product
and after-service network of retail outlets,
service centres and franchise service
agents. Singer after-sales service is
unmatched at any given price point.
Risk associate with product obsolescence
are migrated by provisioning and by
keeping inventory levels of products liable
to obsolescence low. Provisioning also
deals with risks arising from warranty
claims and doubtful debtors.
Competitors and Pricing
Another source of Market Risk is
competitors. In the Company's case, a
sizeable portion of the threat comes from
products imported and made available to
consumers through irregular channels,
whose sellers can undercut legitimate
vendors since their tax and tariff related

overheads may be low or non-existent. In


the lower income consumer segments,
competition also comes from vendors of
used products.
Threats to market share also arise if
consumers find competitors' products
more readily available than ours. The
country wide network of Company retail
outlets and service centres, together with
its Franchise Technicians form a bulwark
against this risk.
Price risk' arises from the possibility that
our prices will be rendered uncompetitive
through underselling by competitors
purveying irregularly-imported (duty
unpaid) products or used products sold as
new on the market, or through misleading
or unethical advertising. Here again, our
best insurance is the power of our brand.
Meanwhile, Singer Bangladesh Limited
makes every effort to keep prices
competitive through efficiency and cost
control programmes and by negotiating
favorable terms with suppliers. Company
management is regularly apprised of
competitor pricing through market
surveys and takes action with regard to
our own prices as deemed appropriate.
Suppliers
Reliance on external suppliers exposes the
Company to the risks of supply disruption
and defective third- party manufacturing
in both finished products and components.
It also creates the possibility of rival firms
competing with the Company for the same
supplier, creating cost and supply issues.

Investment Risk
Capital expenditure risk the
risk that capital investments
will not realize the expected
returns and credit risk are
the two aspects of 'transaction
risk'. Capital investment risk is
inherent in regular
infrastructure improvements
as well as, more acutely, in
new product launches and the
creation or acquisition and
building-up of new brands.
Such activities are vital to the
continuance of Singer
Bangladesh Limited as a going
concern. So the Company
proceeds with careful
management of the risks
involved.
This is effected through due
diligence, which determines
whether forecasting is
accurate and budgets can be
met, and which financial,
technological or other factors
may affect a given outcome.
Information is gained through
market surveys. Another way
of dealing with capital
expenditure risk is through
the diversification on the
Company's business into a
number of areas, as at present.

Supply chain risk is minimized through


carefully-chosen supplier relationships
and plant investments, as well as through
product sampling and lab testing for
quality. The activities of the Company's
quality control unit ensure that the best
suppliers are sourced. The Company has
maintained strong relationships with a
number of leading manufacturers, with
supplier performance specified in the
relevant contractual agreements. The
danger of supply shortfalls is addressed
through alternative supplier arrangements
and the maintenance of sufficient raw
material stocks to prevent shortfalls.

Risk Management | Singer Bangladesh Limited | Annual Report 2010

39

Credit Risk
The extension of customer
credit is normal business
practice in the white goods
sector and the Company is no
exception to this rule. It
therefore faces credit risk in
the form of default or delay on
purchase and hire purchase
agreements. The exposure is
particularly high during a
significant economic
downturn or in the wake of
changes in local laws,
unexpected fiscal policy
changes, natural disasters,
security breakdowns and the
like.
This exposure is dealt within
several ways. Shop managers
act as del credere agents,
uudertaking a thorough
appraisal of the customer
before credit is extended.
Credit appraisals of dealers
are undertaken to ascertain
whether they have the
capacity to pay for product
ordered. Details of customers
who have defaulted on
payments are recorded in a
database and a list of those
customers sends to shop
managers whose duty is to
undertake credit evaluations
of customers.
Exchange Rate Risk
Exposure to exchange rate risk
arises from the Company's
transactions with parties
overseas and can impact
negatively on pricing policy.
Exchange rate fluctuations
also affect the translation of
the Company's financial
statements and hence its
results.

Interest Rate Risk


Interest rate risk impacts the Company's
earnings, cash flow and overall value and
affects product pricing, customer credit
arrangements and Company profits. A
number of mitigatory actions are in place
to manage this risk. The Company's
financial strength and brand equity give it
access to funds at attractive rates, further
reducing interest rate risk.
Liquidity Risk
Liquidity risk is the potential lock of
available funds to cover operations, which
can affect investment plans, cost of funds,
product pricing, stock levels and customer
credit operations. It is managed through
regular liquidity reviews and reports to
the Board, coverage of net borrowings
with committed facilities, a healthy
industry-related gearing ratio and the
maintenance of good relationship with our
bankers.
Governance Risk
These are risks to the Company arising
from non-compliance with relevant health,
safety and environmental statutes and
leading to loss of reputation and goodwill,
possible litigation and financial loss. These
risks are dealt with preventively through
the actions of the Company's Legal
Department and through frequent
internal, external and corporate audits to
monitor compliance. The Company's
management culture stresses ethical
performance in this area, following best
practices at all times.
Legal Risk
This is the risk of legal claims against the
Company, the outcome of which cannot be
predicted with any degree of confidence
and which may cause loss of reputation
and goodwill as well as financial loss. The
management monitors all company's
activity and has recourse to external legal
advice when necessary.
Adequate provision is made in the budget
to pay off any warranty claim that may
ensure, thus hedging the Company against
legal risk.
Information Risks
Malfunctioning information technology
may result in lost data, wasted
investments in software, delayed receipt of
information and other operational issues.
These and other IT- related risks can
severely impact decision making.

40

Annual Report 2010 | Singer Bangladesh Limited | Risk Management

To mitigate these risks the Company has


installed comprehensive network security
and makes regular backups of all
databases and mission-critical information.
These backups form part of the
organizational disaster- recovery system.

Audit Committee Report

Other Risks
This final category covers risks arising
from large external factors such as socioeconomic changes, shifts of public opinion,
climate change and the like. Such factors
could impact Company earnings,
reputation and goodwill, affect the returns
from certain product categories or expose
the Company to government regulatory
action that could tarnish its image.

Composition of the Audit Committee


Audit Committee confirmed to function as
a sub-committee of the Board. The
Committee comprises of three Directors, a
majority of whom are independent. The
Chairman of the Committee is an
independent Non-Executive Director. The
Chief Financial Officer (CFO) and Internal
Audit Manager attend the meetings by
invitation. The Company Secretary,
functions as the Secretary of the
Committee.

As with other categories of risk, good and


timely information is key to managing this
one. Market trends and consumer habits
and attitudes are tracked through market
surveys, the information from which feeds
into brand and product development
planning. Government policy and
activities are closely monitored, their
potential effects assessed and action taken
by the Company and deemed appropriate.
The results of domestic and international
climate change surveys and changes in the
policy of governments and international
bodies are monitored and their probable
effect incorporated into Company
planning. Multi-country sourcing, the use
of substitute raw materials, adequate
inventory levels and product
diversification are among the ways in
which these risks are managed.
Regular investment in new plant and
technology improves efficiency and profit
margins, further hedging against general
risks in the long term.
Caveat
With general risk and all other categories
of risk discussed above, no assurance can
be given that the Company is fully
protected. The best that can be achieved is
reasonable management of the risks to
which the Company is exposed through a
sound management process at multiple
levels of management process and based
on the most accurate, timely and
comprehensive management information
available.

Role of the Committee


The Audit Committee is empowered, to
consider any matter relating to the
financial affairs of the Company and to
review all internal and external audits,
internal control systems and procedures,
accounting policies, etc., so as to ensure
that a sound financial reporting system is
in place and is well managed, in order to
provide accurate, appropriate and timely
information to the Management,
Regulatory Authorities and Shareholders.
Meeting and attendance
During the year under review, the Audit
Committee held five meetings. The details
of attendance of the members have been
shown in the ANNEXTURE III on page 23
of the annual report.
Activities of the Audit Committee
The Committee carried out the following
activities during the financial year ended
December 31, 2010:

n
Reviewed the

Financial Results
n
Reviewed the quarterly, half yearly

and interim financial statements of


the Company prior to recommending
them for the approval by the Board.

performance of the
external auditors and
made recommendation to
the Board on their
appointment and fees.

n
Reviewed the annual financial

statements of the company with the


external auditors prior to submission
to the Board for their approval. The
review focused particularly on
changes of accounting policy;
significant and usual event and
compliance with applicable
accounting standards/ IFRS as
adopted in Bangladesh and other
legal and regulatory requirements.
Internal Audit
n
Reviewed the annual audit plan for

adequacy of scope and


comprehensive coverage on these
activities of the Company.
n
Reviewed the audit programs
resource requirements for the year
and assessed the performance of the
internal audit functions.
n
Reviewed the internal audit reports,
audit recommendations made and
management responses to these
recommendations and actions taken
to improve the system of internal
control and procedures.
n
Monitored the implementation of the
audit recommendations to ensure that
all key risks and controls have been
addressed properly.
External Audit
n
The Committee met with the external
auditors at the conclusion of the
annual audit in the absence of
management and also reviewed their
findings of observation and the
Management's response thereto.

Internal Control
Based on review of the
effectiveness of the internal
controls and the procedures
established for identifying,
assessing and managing risks,
the Committee is of the view
that adequate controls and
procedures are in place to
provide reasonable assurance
that the company's assets are
safeguarded and that the
financial position of the
Companies is adequately
managed.
Recommendation
The Audit Committee
recommended to the Board of
Directors that M/s. Rahman
Rahman Huq, Chartered
Accountants be re-appointed
as auditors for the financial
year ending December 31,
2011 subject to the approval of
the members at the 31st
Annual General Meeting of
the Company.
On behalf of the Audit
Committee

C. K. Hyder
Chairman of the Audit
Committee
Dated, March 15, 2011

Singer Bangladesh Limited | Annual Report 2010

41

Modern Life Begins at Singer Plus

Statement of Director's Responsibilities for


Financial Statements

Financial Reports
Financial Calendar 2010
Annual Report 2009 - Published
10th April 2010

The Directors are responsible


for preparing the annual
report and financial
statements in accordance with
the Companies Act 1994,
Securities and Exchange
Commission Rules 1987,
Bangladesh Financial
Reporting Standards (IFRS)
and other applicable laws and
regulations.
The Companies Act 1994
requires Directors to ensure
that the Company keeps
proper books of accounts of all
transactions and prepare
financial statements that give
a true and fair view of the
state of the company's affairs
and of the profit for the year.
The Directors are also
required to ensure that the
financial statements have been
prepared and presented in
accordance with the
International Accounting
Standards (IAS) and IFRS as
applicable in Bangladesh and
provide the information
required by the Companies
Act 1994, Securities and
Exchange Ordinance 1969,
Securities and Exchange

44

Commission Rules 1987 and the


regulations of the Dhaka/ Chittagong
Stock Exchanges. They are also responsible
for taking reasonable measures to
safeguard the assets of the Company, and
in that context to have proper regard to the
establishment of appropriate systems of
internal control with a view to the
prevention and detection of fraud and
other irregularities.
The Directors are of the view that these
financial statements have been prepared
under the generally accepted accounting
principles and in accordance with the
Bangladesh Accounting Standards as laid
down by the Institute of Chartered
Accountants of Bangladesh.
The Directors endeavor to ensure that the
Company maintains sufficient records to
be able to disclose, with reasonable
accuracy, the financial position of the
Company and to be able to ensure that the
financial statements of the Company meet
with the requirements of the Companies
Act, Bangladesh Accounting Standards
and the regulations of the
Dhaka/Chittagong Stock Exchanges.
The Directors have a reasonable
expectation, after making enquiries and
following a review of the Company's plan
for the ensuing year including cash flows
and borrowing facilities, that the

Annual Report 2010 | Singer Bangladesh Limited

Company has adequate resources to


continue in operational existence for the
foreseeable future, and therefore has
continued to adopt the going concern basis
in preparing the Accounts.
Messrs. Rahman Rahman Huq the
Auditors to the Company, have examined
the financial statements made available by
the Board of Directors together with all
relevant financial records, related data,
minutes of shareholders and Directors
meetings and express their opinion in their
report in page 46 of the Annual Report.

Thirtieth Annual General Meeting


28th April 2010
Dividend Paid
10th May 2010
Interim Financial Statements to
SEC, Dhaka & Chittagong Stock Exchange
For the Three Months ended 31 March 2010 (unaudited)
April 2010
For the Half Year ended 30 June 2010 (unaudited)
July 2010
For the Nine Months ended 30 September 2010 (unaudited)
October 2010

By order of the Board

Annual Report & Annual General Meeting


Annual Report 2010 Approved
15 March 2011

Singer Bangladesh Ltd.

Thirty First Annual General Meeting


27th April 2011
Dividend Payable
May 2011

A. M . Hamim Rahmatullah
Managing Director

Proposed Financial Calendar - 2011/12


For the Three Months ending 31 March 2011 (unaudited)
April 2011
For the Half Year ended 30 June 2011 (unaudited)
July 2011

Mohammad Sanaullah
Company Secretary
Dhaka, March 15, 2011

For the Nine Months ending 30 September 2011 (unaudited)


October 2011
Thirty Second Annual General Meeting
April/May 2012

Auditors Report

46

Statement of Financial Position

47

Statement of Comprehensive Income

48

Statement of Changes in Equity

49

Statement of Cash Flows

50

Notes to the Financial Statements

51

Singer Bangladesh Limited | Annual Report 2010

Statement of Financial Position as at 31 December 2010


Notes

Auditors Report to the Shareholders


of Singer Bangladesh Limited
Introduction
We have audited the accompanying financial statements of
Singer Bangladesh Limited, which comprise the statement
of financial position as at 31 December 2010, and the
statement of comprehensive income, statement of changes in
equity and statement of cash flows for the year then ended,
and a summary of significant accounting policies and other
explanatory notes.
Management's responsibility for the financial
statements
Management is responsible for the preparation and fair
presentation of these financial statements in accordance
with Bangladesh Financial Reporting Standards (BFRS), the
Companies Act 1994, the Securities and Exchange Rules
1987 and other applicable laws and regulations. This
responsibility includes: designing, implementing and
maintaining internal control relevant to the preparation and
fair presentation of financial statements that are free from
material misstatements, whether due to fraud or error;
selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the
circumstances.
Auditors' responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in
accordance with Bangladesh Standards on Auditing (BSA).
Those standards require that we comply with relevant
ethical requirements and plan and perform the audit to
obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor's
judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, we
consider internal control relevant to the entity's preparation
and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity's internal control.

An audit also includes evaluating the appropriateness of


accounting policies used and the reasonableness of
accounting estimates made by management, as well as
evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements, prepared in
accordance with Bangladesh Financial Reporting Standards
(BFRS), give a true and fair view of the state of the
company's affairs as at 31 December 2010 and of the results
of its operations and cash flows for the year then ended and
comply with the Companies Act 1994, the Securities and
Exchange Rules 1987 and other applicable laws and
regulations.
We also report that:
a)

b)

c)

d)

we have obtained all the information and explanations


which to the best of our knowledge and belief were
necessary for the purposes of our audit and made due
verification thereof;
in our opinion, proper books of account as required by
law have been kept by the company and its subsidiary
so far as it appeared from our examination of these
books;
the statement of financial position (balance sheet) and
statement of comprehensive income (profit and loss
account) dealt with by the report are in agreement
with the books of account and returns; and
the expenditure incurred was for the purposes of the
company's business.

Assets
Non-current assets:
Property, plant and equipment
Investments
Total non-current assets

Annual Report 2010 | Singer Bangladesh Limited

2009
Taka

4
5

655,887,492
4,416,700
660,304,192

472,463,387
328,580,882
801,044,269

6
7
8
9
10

1,009,211,317
542,510,111
157,878,215
267,000,000
1,482,168,592
3,458,768,235
4,119,072,427

740,366,128
453,377,365
124,979,073
69,615,459
1,388,338,025
2,189,382,294

Equity and liabilities


Shareholders' equity:
Share capital
Reserves
Retained earnings
Total equity

11
12

224,386,200
292,851,005
2,623,280,510
3,140,517,715

224,386,200
141,688,010
714,756,256
1,080,830,466

Non-current liabilities:
Term loan
Deferred tax liabilities
Retirement benefit obligations
Other liabilities
Total non-current liabilities

13
14
15
16

40,383,928
43,506,411
320,438,413
404,328,752

80,202,477
6,282,361
41,094,369
306,980,203
434,559,410

17
18
19

529,974,431
3,281,569
40,969,960
574,225,960
978,554,712
4,119,072,427

439,807,282
234,444,603
(259,467)
673,992,418
1,108,551,828
2,189,382,294

Current assets:
Inventories
Trade and other receivables
Advances, deposits and prepayments
Investment in short term deposit
Cash and cash equivalents
Total current assets
Total assets

Current liabilities:
Trade and other payables
Short-term borrowings (secured)
Income tax payable, net
Total current liabilities
Total liabilities
Total equity and liabilities

The annexed notes 1 to 41 form an integral part of these financial statements.


For and on behalf of board of directors of Singer Bangladesh Limited.

A. M. Hamim Rahmatullah
Managing Director

Akhtar Imam
Director

Mohammad Sanaullah
Company Secretary

As per our report of same date.


Dhaka, 16 March 2011
Dhaka, 16 March 2011

46

2010
Taka

Auditors
Rahman Rahman Huq
Chartered Accountants

Singer Bangladesh Limited | Annual Report 2010

47

48

Annual Report 2010 | Singer Bangladesh Limited

3,140,517,715
2,623,280,510
603,025
224,386,200
Balance as at 31 December 2010

(2,079,756)
Transfer

274,057,038

18,190,942

292,851,005

2,079,756
(2,079,756)
-

(67,315,860)
Payment of final dividend - 2009

Distributions to owners of the company

(67,315,860)

153,242,751
Other comprehensive income

153,242,751

153,242,751

1,973,760,358
1,973,760,358
Total comprehensive income for the year

Profit for the year

1,080,830,466
714,756,256
603,025
18,190,942
2,079,756
Balance as at 31 December 2009

224,386,200

120,814,287

141,688,010

(134,631,720)
(134,631,720)
Payment of interim dividend - 2009

(67,315,860)
(67,315,860)
Payment of final dividend - 2008

396,790,969
396,790,969
-

885,987,077
519,912,867
603,025
18,190,942

Total
Taka
Retained
earnings
Taka
Total
Taka

141,688,010

Distributions to owners of the company

Auditors
Rahman Rahman Huq
Chartered Accountants

Dhaka, 16 March 2011

As per our report of same date.

Other comprehensive income

Mohammad Sanaullah
Company Secretary

Akhtar Imam
Director

A. M. Hamim Rahmatullah
Managing Director

Profit for the year

For and on behalf of board of directors of Singer Bangladesh Limited.

Total comprehensive income for the year

The annexed notes 1 to 41 form an integral part of these financial statements.

120,814,287

176.83

Other
reserves
Taka

879.63

Capital
reserve
Taka

396,790,969

2,079,756

32

153,242,751
2,127,003,109

224,386,200

26

Balance as at 1 January 2009

25

Revaluation
reserve
Taka

23
24

4,261,076,215
130,184,466
4,391,260,681
(3,289,986,387)
1,101,274,294
(686,981,460)
414,292,834
(125,988,258)
213,813,279
502,117,855
(22,278,286)
479,839,569
(83,048,600)
396,790,969

Tax holiday
reserve
Taka

22

4,693,875,115
135,142,526
4,829,017,641
(3,597,485,580)
1,231,532,061
(733,357,461)
498,174,600
2,181,148
1,886,310,272
2,386,666,020
(119,333,301)
2,267,332,719
(293,572,361)
1,973,760,358

Share
capital
Taka

Earnings per share


Basic earnings per share (par value Tk 100)

20
21

2009
Taka

Particulars

Sales
Earned carrying charges
Turnover
Cost of sales
Gross profit
Operating expenses
Profit from operations
Interest income/(expense)
Non-operating income:
Profit for the year
Contribution to Workers' Profit Participation Fund (WPPF)
Profit before tax
Provision for tax
Net profit for the year
Other comprehensive income:
Gain on revaluation of property, plant and equipment
Total comprehensive income

2010
Taka

Reserves

Notes

Statement of Changes in Equity for the Year Ended 31 December 2010

Statement of Comprehensive Income for theYear Ended 31 December 2010

Singer Bangladesh Limited | Annual Report 2010

49

Statement of Cash Flows for the Year Ended 31 December 2010

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
1.

2010

2009

Taka

Taka

Reporting entity
1.1

Company profile
Singer Bangladesh Limited (the "Company") was incorporated as a private limited company on 4
September 1979 under Companies Act 1913. It was converted into a public limited company in 1983 when it
offered its shares to the public with the requisite permission from the Government. It has been a direct
subsidiary of The Singer Bhold BV, The Netherlands since 2003. The shares of the Company are publicly
traded in Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited. The address of the
registered office is 39 Dilkusha Commercial Area, Dhaka-1000, Bangladesh.

1.2

Nature of business
Principal activities of the Company throughout the year were manufacturing of colour television, motor
cycle, electric cables and marketing of televisions, motor cycles, refrigerators, air-conditioners, sewing
machines, electric cables and other consumer electronics and household appliances.

Cash flow from operating activities


Receipts from turnover and other income
Payments for supply of goods and services
Interest received/(paid) on deposits/borrowings

4,721,264,086

4,586,764,147

(4,570,384,567)

(3,417,214,975)

1,081,148

(128,909,434)

Payments to workers' profit participation fund

(22,278,286)

(11,361,849)

Income tax paid

(98,775,903)

(59,012,992)

30,906,478

970,264,897

2.

Basis of preparation
2.1

Cash flow from investing activities


Purchase of property, plant and equipment
Investment in short term deposit
Dividend received from investment in CDBL
Receipts from disposal of share of associate
Proceeds from sale of property, plant and equipment

The following Bangladesh Accounting Standards (BAS)/BFRS have been newly adopted while preparing
these financial statements to ensure compliance with standards which are effective from 2010.
(36,473,903)

(39,482,533)

(267,000,000)

100,000

17,077,500

2,048,607,518

208,157,870

1,565,459

1,062,212

1,746,799,074

186,815,049

Cash flow from financing activities


Payment of long term loan

(80,202,477)

(47,011,829)

Payment of short term loan

(231,163,034)

(954,393,948)

(53,786,908)

(161,570,187)

(365,152,419)

(1,162,975,964)

Payment of dividend

Net increase in cash during the year

Statement of compliance
These financial statements have been prepared on going concern basis in accordance with Bangladesh
Financial Reporting Standards (BFRS), the Companies Act 1994, the Securities and Exchange Rules 1987
and other applicable laws and regulations.

1,412,553,133

(5,896,018)

Opening cash and cash equivalents

69,615,459

75,511,477

Closing cash and cash equivalents

1,482,168,592

69,615,459

Title of relevant BAS/BFRS


BAS 1: Presentation of Financial Statements (revised 2008)
BAS 32: Financial Instruments: Presentation
BAS 39: Financial Instruments: Recognition and Measurement
BFRS 7: Financial Instruments: Disclosures

Effective and application date


1 January 2010
1 January 2010
1 January 2010
1 January 2010

2.2

Date of authorisation
The board of directors has authorised these financial statements on 15 March, 2011.

2.3

Basis of measurement
These financial statements have been prepared on going concern basis under the historical cost convention
as modified to include the revaluation of land and building under property, plant and equipment, initial
recognition of financial instruments at fair value and the gratuity scheme which was measured based on
actuarial valuation.

2.4

Functional and presentational currency


These financial statements are presented in Bangladesh Taka (Taka/Tk), which is both functional and
presentation currency of the Company.

2.5

Use of estimates and judgments


The preparation of financial statements requires management to make judgments, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the
period of revision and future periods if the revision affects both current and future periods.
In particular, information about significant areas of estimation and judgments in applying accounting
policies that have the most significant effect on the amount recognised in the financial statements are
described in the following notes:

50

Annual Report 2010 | Singer Bangladesh Limited

Singer Bangladesh Limited | Annual Report 2010

51

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
Note 6
Note 7.2
Note 14
Note 17
Note 26

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

Inventory valuation
Bad debt provision
Deferred tax liabilities
Trade and other payables
Provision for tax

(a)

3.3
2.6

3.

Reporting period
The financial period of the Company covers one year from 1 January to 31 December.

Property, plant and equipment


3.3.1

Recognition and measurement


Items of property, plant and equipment, excluding land and building, are measured at cost less
accumulated depreciation and accumulated impairment losses, if any. Land and building are
measured at revalued amount. The cost of an item of property, plant and equipment comprises its
purchase price, import duties and non-refundable taxes (after deducting trade discount and
rebates) and any costs directly attributable to bringing the assets to the location and condition
necessary for it to be capable of operating in the intended manner.

3.3.2

Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will
flow to the Company and its cost can be measured reliably. The costs of the day-to-day servicing of
property, plant and equipment are recognised in the profit and loss account as incurred.

3.3.3

Depreciation
Singer Bangladesh Limited uses the reducing balance method to depreciate each item of property,
plant and equipment. Using this convention, full year depreciation is charged when the asset is
placed in service regardless of which month the asset is placed in service. In case of disposals, no
depreciation is charged during the year of its disposal.

Significant accounting policies


The accounting policies set out below have been applied consistently (otherwise as stated) to all periods presented in
these financial statements.
3.1

3.2

Foreign currency
Foreign currencies are converted into Taka at the rates ruling on the transaction dates. Monetary assets and
liabilities are reconverted at the rates prevailing at the balance sheet date. Non-monetary assets and
liabilities are reported using the exchange rate at the date of transaction. Differences arising on conversion
are charged or credited to the profit and loss account.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
3.2.1

Financial assets
The company initially recognises receivables and deposits on the date that they are originated. All
other financial assets are recognised initially on the date at which the company becomes a party to
the contractual provisions of the transaction.

No depreciation is charged on land and capital work in progress. The rates of depreciation,
applied on reducing balance method, for the current and comparative years are as follows:

The company derecognises a financial asset when the contractual rights or probabilities of
receiving the cash flows from the asset expire, or it transfers the rights to receive the contractual
cash flows on the financial asset in a transaction in which substantially all the risks and rewards of
ownership of the financial asset are transferred.

Building-Office
Building-Factory
Leasehold improvements
Plant and machinery
Motor vehicles
Furniture and fixtures
Equipment and tools

Financial assets include cash and cash equivalents, accounts receivable, and long term receivables
and deposits.
(a)

(b)

3.2.2

Trade and other receivables


Trade and other receivables represent the amounts due from customers of hire sale, credit sale and
also includes receivable from employees and others. Accounts receivables are stated net of bad
debt provision, unearned carrying charges and unrealised profit of hire sales.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances both in hand and at bank, cash in transit and
fixed deposits with original maturities of three months or less.
Financial Liability
The company initially recognises debt securities issued and subordinated liabilities on the date
that they are originated. All other financial liabilities are recognised initially on the transaction
date at which the company becomes a party to the contractual provisions of the liability.
The company derecognises a financial liability when its contractual obligations are discharged,
cancelled or expired.

Payables
The company recognises a financial liability when its contractual obligations arising from past
events are certain and the settlement of which is expected to result in an outflow from the
company of resources embodying economic benefits.

3.4

2010
10%
20%
10%
20%
20%
10%
20%

2009
10%
20%
10%
20%
20%
10%
20%

Investments
Investments include both investment in associate, International Leasing and Financial Services Ltd. (ILFSL)
and investment in Central Depository Bangladesh Ltd. (CDBL).
Associate is an entity in which the entity has significant influence, but not control, over formulating the
financial and operating policies. Significant influence is presumed to exist when the entity holds between 20
and 50 percent of the voting power of another entity. Singer Bangladesh Ltd. was holding 35.57% of share
capital of ILFSL up to August 2010, ILFSL thus became an associate. The Company has disposed off all the
shares held in ILFSL as at 20 July 2010. Investment in associate was accounted for using equity method up
to the prior year and is recognised initially at cost. The carrying amount is increased or decreased to
recognise the investor's share of profit or loss of the investee after the date of acquisition. Parallaly, the
investor's share of profit and loss of the investee is recognised in the investor's profit or loss. Dividend
received from an investee reduce the carrying amount of the investment.
Investment in CDBL is recorded at cost which represents insignificant holding.

Financial liabilities include finance lease obligations, loans and borrowings, accounts payables and
other payables.

52

Annual Report 2010 | Singer Bangladesh Limited

Singer Bangladesh Limited | Annual Report 2010

53

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
3.5

3.6

Inventories
Inventories are measured at lower of cost and estimated net realisable value. The cost of inventories is
measured by using weighted average cost formula and includes expenditure incurred for acquiring the
inventories, production or conversion costs and other costs in bringing them to their existing location and
condition. Net realisable value is the estimated selling price in the ordinary course of business less the
estimated cost of completion and selling expenses.

be applied to the temporary differences when they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset
if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to
income taxes levied by the same tax authority on the same taxable entity. The deferred tax
asset/income or liability/expense does not create a legal obligation to, or recoverability from, the
income tax authority.

Inventories consist of raw materials, work-in-process and finished goods.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the deductible temporary difference can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.

Impairment
The carrying value of the Company's assets other than inventories, are reviewed at each balance sheet date
to determine whether there is any indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of the
asset or its cash-generating unit exceeds its recoverable amount. Impairment losses, if any, are recognised in
the profit and loss account.

3.7

Trade receivables
Trade and other receivables are initially recognised at nominal value which is the fair value of the
consideration given in return. After initial recognition these are carried at nominal value less impairment
losses due to uncollectibility of any amount so recognised.

3.8

Investment in short term deposit:


Investment in short term deposit comprises fixed deposit with bank maturity of six months and over.

3.9

Cash and cash equivalents


Cash and cash equivalents comprise cash in hand, cash at bank and cash in transit. It also includes fixed
deposit with bank maturity of which is not more than three months.

3.10

Provisions
A provision is recognised in the balance sheet when the Company has a legal or constructive obligation as a
result of past event, it is probable that an outflow of economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.

3.11

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

3.10.1

Royalty
Royalty is payable to the Singer Asia Limited @ 4% on the net invoice price of sale of audio-video
sets (television only), motor cycles and electric cables assembled and manufactured in Bangladesh.

3.10.2

Warranty costs
These are recognised based on actual units sold multiplied by standard unit cost worked out on
the average of last three years' actual warranty costs.

3.12

Workers' profit participation fund (WPPF)


The Company provides 5% of its profit before tax before charging such expense as WPPF in accordance
with The Bangladesh Labour Act, 2006.

3.13

Employee benefit
The Company maintains both defined contribution plan (provident fund) and defined benefit plan (gratuity
fund) for its eligible permanent employees. The eligibility is determined according to the terms and
conditions set forth in the respective trust deeds.
3.13.1

The company recognises contribution to defined contribution plan as an expense when an


employee has rendered required services. The legal and constructive obligation is limited to the
amount it agrees to contribute to the fund. Obligations are created when they are due.
3.13.2

3.13.3

3.11.2

54

Current tax
The Company qualifies as a Publicly Traded Company. The applicable tax rate for the company
is 27.5%. However, the effective rate of taxation is 24.75% considering 10% tax rebate for declaring
dividend of more than 20% of the paid up capital. Provision for taxation has been made on this
basis which is compliant with the Finance Act 2010.
Deferred tax
Deferred tax is recognised using the balance sheet method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and
amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to

Annual Report 2010 | Singer Bangladesh Limited

Defined benefit plan (gratuity)


Defined benefit plan is a retirement benefit plan under which amounts to be paid as retirement
benefits are determined by reference to employees' earnings and/or years of service. The
Employees' Gratuity Fund is being considered as defined benefit plan as it meets the recognition
criteria. Company operates an unfunded gratuity scheme for its permanent employees, under
which an employee is entitled to the benefits depending on the length of services and last drawn
basic salary.
Projected Unit Credit method is used to measure the present value of defined benefit obligations
and related current and past service cost and mutually compatible actuarial assumptions about
demographic and financial variables are used.

Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit and
loss account.
3.11.1

Defined contribution plan (provident fund)


Defined contribution plan is a post employment benefit plan under which the Company provides
benefits for all of its permanent employees. The recognised Employees' Provident Fund is being
considered as defined contribution plan as it meets the recognition criteria specified for this
purpose. All permanent employees contribute 12.5% of their basic salary to the provident fund
and the Company also makes equal contribution. This fund is recognised by the National Board of
Revenue (NBR).

3.14

Short-term employee benefits


This relates to leave encashment and is measured on an undiscounted basis and expensed as the
related service is provided. Provision is made for the amount of annual leave encashment based
on the latest basic salary. This benefit is applicable for employees as per service rule.

Revenue recognition
3.14.1

Hire sale
Revenue from the sale of goods is measured at the fair value of the consideration received or
receivable, net of returns and allowances and trade discounts. Revenue is recognised when
significant risks and rewards of ownership have been transferred to the buyer, recovery of

Singer Bangladesh Limited | Annual Report 2010

55

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
consideration is probable, the associated costs and possible return of goods can be estimated
reliably, there is no continuing management involvement with the goods, and the amount of
revenue can be measured reliably. This usually occurs at the time of delivery of goods along with
invoice.
Accordingly, revenue ordinarily is recognised at the time a transaction is completed. The charge to
cover interest on unrealised installments are taken to income as earned carrying charges after the
installments are received/collected.
3.14.2

3.14.3

3.15

Cable
Revenue from the sale of goods is measured at the fair value of the consideration received or
receivable, net of returns and allowances and trade discounts. Such revenue is recognised when
cables are delivered to dealers and customers.
Extended warranty
Revenue from the sale of separately priced extended warranty and product maintenance contracts
is deferred and generally recognised in income on a straight-line basis. Costs that are directly
related to the acquisition of those contracts are deferred and charged to expense in proportion to
the revenue recognised.

Finance expenses
Finance expenses comprise interest expense on term loan, overdraft, and bank charges. Interest income
from fixed deposit and from saving or current account is net off with finance expenses. All finance expenses
are recognised in the profit and loss account.

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
4

a)

3.17

3.18

3.19

Earnings per share


The company presents basic and diluted (when dilution is applicable) earnings per share (EPS) data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders
of the Company by the weighted average number of ordinary shares during the period, adjusted for the
effect of change in number of shares for bonus issue, share split and reverse split. Diluted EPS is
determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares. However,
dilution of EPS is not applicable for these financial statements as there was no dilutive potential ordinary
shares during the relevant periods.
Segment reporting
A segment is a distinguishable component of the entity that is engaged in providing products within a
particular economic environment which is subject to risks and rewards that are different from those of other
segments. The entity's primary format for segment reporting is based on business segments. The business
segments i.e., Appliance/Electronics and Cables, are determined based on entity's management and internal
reporting structure.
Cash flow statement
Cash flows from operating activities have been presented under direct method.
Events after the balance sheet date
Events after the balance sheet date that provide additional information about the Company's position at the
balance sheet date are reflected in the financial statements. Material events after the balance sheet date that
are not adjusting events are disclosed in the note 40.

Cost
Cost
Disposal/
Addition
transfer
As at
As at
during
during 31 December 1 January
the year
the year
2010
2010
Taka
Taka
Taka
Taka

As at
1 January
2010
Taka

Particulars

Land
Building-Office
Building-Factory
Leasehold improvements:
Office
Shops

Plant and machinery


Motor vehicles
Furniture and fixtures
Equipment and tools
Capital work in
progress (Note 4.1)
Sub-total (a)

b)
3.16

Property, plant and equipment as at 31 December 2010

25,488,545
35,349,739
85,949,108

100,000
-

25,588,545
35,349,739
85,949,108

13,454,136
439,637
166,873,504 17,374,786
180,327,640 17,814,423

13,893,773
184,248,290
198,142,063

128,910,455
45,697,114 6,504,834 (3,075,000)
18,609,596
496,243
99,542,904 10,489,154 (799,312)
619,875,101 35,404,654 (3,874,312)

Annual Report 2010 | Singer Bangladesh Limited

14,195,532
60,881,237

2,115,421
5,013,574

- 25,588,545
16,310,953 19,038,786
65,894,811 20,054,297

6,126,075
776,770
70,054,553 11,419,374
76,180,628 12,196,144

6,902,845 6,990,928
81,473,927 102,774,363
88,376,772 109,765,291

128,910,455 84,427,043 8,896,682


- 93,323,725
49,126,948 28,051,208 4,683,348 (2,340,997) 30,393,559
19,105,839
7,678,132 1,142,771
8,820,903
109,232,746 53,266,356 11,292,854
(497,877) 64,061,333
651,405,443 324,680,136 45,340,794 (2,838,874) 367,182,056

35,586,730
18,733,389
10,284,936
45,171,413
284,223,387

35,133,967 22,319,457 (21,250,207) 36,203,217


- 36,203,217
655,009,068 57,724,111 (25,124,519) 687,608,660 324,680,136 45,340,794 (2,838,874) 367,182,056 320,426,604

Revaluation

As at
1 January
2010
Taka

Particulars

Land

Addition
during
the year
Taka

Revaluation
Disposal/
transfer
As at
As at
during 31 December 1 January
the year
2010
2010
Taka
Taka
Taka

Depreciation
Written
Disposal/
down value
transfer
As at
as at
during 31 December 31 December
the year
2010
2010
Taka
Taka
Taka

Charged
during
the year
Taka

142,134,455

79,637,000

221,771,455

221,771,455

113,689,433

113,689,433

113,689,433

142,134,455

193,326,433

335,460,888

335,460,888

As at 31 December
2010 (a+b)

797,143,523 215,421,698 (25,124,519) 1,023,069,548 324,680,136 45,340,794 (2,838,874) 367,182,056

655,887,492

As at 31 December
2009 (note 4.2)

767,019,892 49,821,570 (19,697,939) 797,143,523 283,523,602 48,505,398 (7,348,864) 324,680,136

472,463,387

Building
Sub-total (b)

The revaluation in 2010 was performed by Asian Surveyors Ltd following current cost accounting method.
Property, plant and equipment at cost and revaluation:

Depreciation charged during the year has been allocated to cost of sales (Note 21) and operating expenses (Note 22) of Tk.
18,021,784 and Tk. 27,319,008 respectively.
4.1

Capital work in progress

Leasehold improvement
Equipment and tools
Enterprise resource planning (hardware portion)

56

Depreciation
Written
Disposal/
down value
Charged
transfer
As at
as at
during
during 31 December 31 December
the year
the year
2010
2010
Taka
Taka
Taka
Taka

Balance
as at
1 Jan 2010
Taka

Addition
during
the year
Taka

Transferred
to property,
plant and
equipment
Taka

Balance
as at
31 Dec 2010
Taka

6,572,383
28,561,584
35,133,967

12,294,501
3,435,784
6,589,172
22,319,457

(17,814,423)
(3,435,784)
(21,250,207)

1,052,461
35,150,756
36,203,217

Singer Bangladesh Limited | Annual Report 2010

57

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
5.

4.2

Investments

2010
Taka

Property, plant and equipment as at 31 December 2009


a)

Cost

Depreciation
Disposal/

Particulars

Investment in International Leasing and Financial Services Ltd (ILFSL) (Note 5.1)
Investment in Central Depository Bangladesh Ltd (CDBL)

Cost
Written

Disposal/

As at

Addition

transfer

1 January

during

during

As at

2009

the year

the year

2009

Taka

Taka

Taka

Taka

As at

down value

Charged

transfer

during

during

2009

the year

the year

2009

2009

Taka

Taka

Taka

Taka

Taka

31 December 1 January

As at

25,488,545

25,488,545

Building-Office

35,349,739

35,349,739

11,845,065

2,350,467

14,195,532 21,154,207

5.1

Building-Factory

85,949,108

85,949,108

54,614,269

6,266,968

60,881,237 25,067,871

12,696,342

1,020,230

(262,436)

13,454,136

5,561,432

814,229

(249,586)

145,512,736 21,360,768

166,873,504 59,296,892 10,757,661

70,054,553 96,818,951

(249,586)

76,180,628 104,147,012

6.

158,209,078 22,380,998
Plant and machinery

134,039,338

(262,436) 180,327,640

64,858,324 11,571,890

6,126,075

(5,128,883) 128,910,455

77,696,380 11,120,852 (4,390,189)

84,427,043 44,483,412
28,051,208 17,645,906

47,438,896

(1,741,782)

45,697,114

24,668,079

Furniture and fixtures

18,659,373

116,814

(166,591)

18,609,596

6,564,346

Equipment and tools

90,378,320 11,223,794 (2,059,210)

99,542,904

4,411,477 (1,028,348)
1,214,607

882,376,107

619,073,264

62,340,437
82,183,719
144,524,156
13,433,906
1,040,334,169
(31,122,852)
1,009,211,317

88,624,381
48,017,381
136,641,762
3,998,394
759,713,420
(19,347,292)
740,366,128

Inventories

7,328,061

Motor vehicles

327,580,882
1,000,000
328,580,882

During the year the entire investment has been disposed off.

Finished goods
Raw materials:
In hand
In transit

25,488,545

Leasehold improvements:
Office

4,416,700
4,416,700

As at

31 December 31 December

Land

Shops

2009
Taka

(100,821)

7,678,132 10,931,464

43,277,139 11,569,137 (1,579,920)

53,266,356 46,276,548

Work-in-process
Provision for obsolescence of inventories

In view of innumerable items of inventory and diversified units of measurement, it is not feasible to disclose
quantities against each item.

595,512,397 33,721,606 (9,358,902) 619,875,101 283,523,602 48,505,398 (7,348,864) 324,680,136 295,194,965


Capital work in
progress (note 4.2.1)
Sub-total (a)

b)

29,373,040 16,099,964 (10,339,037)

35,133,967

- 35,133,967

Trade and other receivables


Hire receivable from customers (Note 7.1)
Unearned carrying charges

Revaluation

Particulars

7.

624,885,437 49,821,570 (19,697,939) 655,009,068 283,523,602 48,505,398 (7,348,864) 324,680,136 330,328,932

As at
1 January
2009

Addition
during
the year

Taka

Taka

Revaluation
Disposal/
transfer
As at
As at
during 31 December 1 January
the year
2009
2009
Taka

Taka

Depreciation
Written
Disposal/
down value
transfer
As at
as at
during 31 December 31 December
the year
2009
2009

Charged
during
the year

Taka

Taka

Taka

Taka

Provision for doubtful debts (Note 7.2)


Add:

Taka

Land

142,134,455

142,134,455

142,134,455

Sub-total (b)

142,134,455

142,134,455

142,134,455

767,019,892 49,821,570 (19,697,939) 797,143,523 283,523,602 48,505,398 (7,348,864) 324,680,136

472,463,387

Property, plant and equipment at cost and revaluation:

Receivables from dealers


Trade receivables
Provision for doubtful debts (Note 7.2)

Receivable from employees


Other receivables
Provision for doubtful debts (Note 7.2)

716,824,382
(254,155,542)
462,668,840
(22,634,044)
440,034,796
70,555,149
14,595,997
(13,495,235)
71,655,911
5,589,687
27,129,717
(1,900,000)
542,510,111

684,280,919
(257,880,262)
426,400,657
(21,045,391)
405,355,266
42,979,452
10,800,690
(14,025,969)
39,754,173
8,267,926
453,377,365

As at 31 December
2009 (a+b)
4.2.1

Capital work in progress

7.1(a)

Transferred

Leaseholds improvement
Enterprise resource planning (hardware portion)

58

Annual Report 2010 | Singer Bangladesh Limited

Balance

Addition

to property,

Balance

as at

during

plant and

as at

1 Jan 2009

the year

equipment

31 Dec 2009

Taka

Taka

Taka

Taka

8,783,279

4,219,103

(6,429,999)

6,572,383

20,589,761

11,880,861

(3,909,038)

28,561,584

29,373,040

16,099,964

(10,339,037)

35,133,967

2010
Taka

2009
Taka

293,082,959
232,928,588
141,806,395
46,686,110
2,320,330
716,824,382

285,938,552
220,338,151
132,034,451
42,551,873
3,417,892
684,280,919

Ageing of accounts receivable (hire receivable)


Due within 3 months
Due over 3 months but within 6 months
Due over 6 months but within 9 months
Due over 9 months but within 12 months
Over 12 months

Singer Bangladesh Limited | Annual Report 2010

59

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
2010
Taka
7.1(b)

Secured-considered doubtful:
i) Aggregate amount due by Managing and other Directors of the Company
ii) Aggregate amount due by managers and other staffs of the Company
iii) Aggregate amount due by associate undertakings
iv) Maximum amount of debts due by managers and other staff of the Company

7.2

Written-off during the year


Closing balance

Deposits - Security deposits


Prepayments

8.1.

716,824,382

684,280,919

35,071,360
23,961,125
59,032,485
(21,003,206)
38,029,279

2009
Taka

400,000,000

400,000,000

256,700
1,025,800
223,103,700
224,386,200

256,700
1,025,800
223,103,700
224,386,200

1,234,124
448,607
561,131
2,243,862

1,234,124
448,607
561,131
2,243,862

Share capital
Authorised:
4,000,000 ordinary shares of Tk 100 each
Issued, subscribed and paid up:
2,567 ordinary shares of Tk 100 each issued for cash
10,258 ordinary shares of Tk 100 each issued for consideration other than cash
2,231,037 ordinary shares of Tk 100 each issued as fully paid-up bonus shares

Shareholdings (number of shares):


Singer Bhold BV, The Netherlands
Singer Bhold BV, The Netherlands - Bangladesh Management
Local shareholders

26,561,468
29,847,884
56,409,352
(21,337,992)
35,071,360

Percentage and value of shareholdings:


Percentage of shareholdings
2010
2009

12,830,469
320,000
523,991
26,892,037
40,566,497
11,528,251
105,783,467
157,878,215

Singer Bhold BV, The Netherlands


Singer Bhold BV, The Netherlands
- Bangladesh Management
Local shareholders

8,045,988
440,000
106,136
1,815,642
10,407,766
10,505,251
104,066,056
124,979,073

Value in Taka
2010

2009

26,887,685
4,352
26,892,037

1,810,371
5,271
1,815,642

89,000,000
89,000,000
89,000,000
267,000,000

334,515
122,413,515
1,308,847,425
50,573,137
1,482,168,592

234,022
37,818,114
31,563,323
69,615,459

Cash and cash equivalents


Cash in hand
Cash at bank
Short term deposit
Cash in transit

Annual Report 2010 | Singer Bangladesh Limited

55

55

123,412,400

123,412,400

20
25
100

20
25
100

44,860,700
56,113,100
224,386,200

44,860,700
56,113,100
224,386,200

Classification of shareholders by holding:


Holdings
Less than 500 shares
500 to 5,000 shares
5,001 to 10,000 shares
10,001 to 20,000 shares
20,001 to 30,000 shares
30,001 to 40,000 shares
40,001 to 50,000 shares
50,001 to 100,000 shares
100,001 to 1,000,000 shares
Over 1,000,000 shares

Investment in short term deposit


Standard Chartered Bank
Citibank, N.A.
Commercial Bank of Ceylon Plc

60

485,231,312
178,004,216
663,235,528
21,045,391

Advance to others
L/C margins, charges and insurance against traded goods
Postage franking machine

10.

503,377,503
190,812,835
694,190,338
22,634,044

2010
Taka

Advances, deposits and prepayments


Advances to:
Current accounts with shops
Car loan - employees
Employees against expenses
Advance to others (Note 8.1)

9.

11.

Provision for doubtful debts


Opening balance
Provision for the year

8.

2009
Taka

Particulars of trade debtors


Secured-considered good:
Debts due within 6 months
Debts due over 6 months

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

12.

Number of holders
2010
2009
8,371
135
5
3
1
1
1
1
8,518

4,169
72
2
7
2
3
1
1
4,257

Total holding (%)


2010
2009
11.28
6.88
1.60
1.86
1.47
1.91
20.00
55.00
100.00

5.60
4.35
0.70
3.89
2.22
8.24
20.00
55.00
100.00

370,178
232,847
274,057,038
18,190,942
292,851,005

2,079,756
370,178
232,847
120,814,287
18,190,942
141,688,010

Reserves
Tax holiday reserve (Note 12.1)
Non-remittable special capital reserve (Note 12.2)
Non-distributable special reserve (Note 12.3)
Revaluation reserve (Note 12.4)
Capital reserve (Note 12.5)

Singer Bangladesh Limited | Annual Report 2010

61

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
12.1.

12.2.

Non-remittable special capital reserve


This represents profit after tax on sale of certain merchandise which, not being remittable as per directives
of Bangladesh Bank, is required to be retained under this reserve.

12.3.

Non-distributable special reserve


This special reserve, created vide Bangladesh Bank Circular No. FE 27 dated 3 May 1987, represents 90% of
post-tax profit on sale of moveable fixed assets up to 1992. The requirement of continuing to maintain this
reserve has subsequently been withdrawn.

12.4.

12.5.

13.

Tax holiday reserve


Tax-holiday reserve of Taka 2,079,756 has been created on tax exempted income up to 31 December 2006 of
Company's tax-holiday units in terms of section 45 and 46A of Income Tax Ordinance 1984. During the year
the reserve has been transferred to retained earnings as the terms and conditions of the tax holiday reserve
have been fulfilled.

Capital reserve
This represents capital gain on disposal of factory land and building in Chittagong in 2003.

2009
Taka

Current account
Dividend account:
Opening balance
Addition during the year
Closing balance
Blocked account

(26,025,631)
32,307,992
6,282,361

(9,412,247)
(7,702,906)
(10,767,836)
(1,588,426)
(29,471,415)

(8,680,162)
(4,788,455)
(10,170,856)
(2,386,158)
(26,025,631)

8,451,490
61,403,853
69,855,343

10,987,824
21,320,168
32,307,992

Deferred tax liabilities


Property, plant and equipment
Revaluation of freehold land and building

The amounts of deferred tax assets and liabilities have been netted off as permitted by BAS 12.
Retirement benefit obligations
Opening balance
Provision for the year
Payments during the year
Closing balance

Annual Report 2010 | Singer Bangladesh Limited

41,094,369
8,750,000
49,844,369
(6,337,958)
43,506,411

46,108,821
7,000,000
53,108,821
(12,014,452)
41,094,369

(78)

(78)

306,500,291
13,458,210
319,958,501
479,990
320,438,413

266,125,661
40,374,630
306,500,291
479,990
306,980,203

All the above balances are due to Singer Bhold B.V., The Netherlands-Bangladesh Management and not remittable as
per directives of Bangladesh Bank and will be utilised for such purposes as are considered appropriate and
authorised.
As per directive of Bangladesh Bank, the balance of Taka 479,990 against the capital gain on sale of land created in
the year 1990, is required to be shown under a blocked account.
Trade and other payables
Royalty (Note 3.10.1)
For supplies (Note 17.1)
For expenses (Note 17.2)
For other finance (Note 17.3)

17.1.

17.2.

37,526,906
67,026,625
245,507,239
179,913,661
529,974,431

40,331,708
66,456,235
152,200,209
180,819,130
439,807,282

58,945,227
2,521,750
5,559,648
67,026,625

59,338,638
2,927,822
4,189,775
66,456,235

28,642,759
119,333,301
14,681,482
6,417,882
2,200,000
37,738,522
2,907,535
1,078,459
7,527,687
1,637,000
2,625,000
225,000
5,161,769
61,865
15,268,978
245,507,239

43,149,939
22,278,286
52,001
21,248,954
9,641,044
3,300,000
23,287,815
2,707,535
661,259
8,869,225
1,327,831
2,250,000
225,000
1,249,673
91,640
11,860,007
152,200,209

For supplies
Accounts payable - trade
Construction of building/decoration etc.
Freight and carriage and technicians bills payable

Deferred tax assets


Provision for bad debts
Reserve against inventory
Provision for gratuity
Reserve for warranty

14.2.

(29,471,415)
69,855,343
40,383,928

2009
Taka

Other liabilities

Deferred tax liabilities

14.1.

62

16.

17.

Term loan
The term loan has been fully repaid during 2010.

Deferred tax assets (Note 14.1)


Deferred tax liabilities (Note 14.2)

15.

2010
Taka

Revaluation reserve
This represents the difference between book value and revalued value of land and building. In 2010, all the
freehold lands and building of the company were revalued by independent professional valuers.

2010
Taka
14.

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

For expenses
Advertisement and sales promotion
Workers' profit participation fund allocation
Reserve for allowable loss
Performance awards
Warranty expenses
Interest
Reserve for early closing of hire sales
Collecting commission
Car maintenance, telephone, etc
Selling commission
Professional and technical fees
Utilities
Audit fee - statutory
Salary and benefits
Postage and stationery
Shop rent

Singer Bangladesh Limited | Annual Report 2010

63

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

17.3

For other finance


Security deposits from agents and dealers
Employees provident fund
VAT payable - realised from customers
Withholding taxes
Extended warranty, etc.
Advance from customers
Others
Dividend payable

18.

2010
Taka

2009
Taka

88,542,116
22,643,626
55,874,610
4,944,543
5,589,670
500,469
1,780,226
38,401
179,913,661

81,344,244
19,392,662
39,896,435
4,468,489
8,025,778
26,838,845
820,336
32,341
180,819,130

3,281,569
3,281,569

191,375,652
43,068,951
234,444,603

These overdrafts are secured by collateralisation of hypothecation of Company's inventory, plant and machinery and
receivables.
19.

Income tax payable, net


Opening balance
Payments during the year
Provision for the year
Adjustment for previous years
Closing balance

2010
Taka
21.

Short-term borrowings - Secured


Bank overdrafts
Current portion of term loan

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

(259,467)
(258,325,052)
(258,584,519)
269,928,484
29,625,995
40,969,960

(22,921,795)
(59,012,992)
(81,934,787)
81,675,320
(259,467)

Cost of Sales
Opening stock of raw materials
Purchased during the year
Closing stock of raw materials
Raw materials consumption (Note 21.1)
Depreciation (Note 4)
Factory salaries and wages
Freight and carriage
Consumable stores
Repairs and maintenance
Bonus
Employee benefits and recreation
Gratuity
Utilities
Conveyance and travelling
Contribution to provident fund
Rates and taxes
Fuel and car maintenance
Insurance
Stationery
Postage
Miscellaneous expenses

The closing balance represents income tax payable, net of advance income tax (AIT) paid during the year.
20.

Refrigerator
Television
Motor cycle
Sewing machine
Air conditioner
Fan
Microwave and electric oven
IPS
Electric iron
Washing machine
Radio cassette recorder
DVD player
Kitchen appliances
Mobile phone
Rice cooker
Pressure cooker
Voltage stabilizer
Gas burner
Computer
Electric kettle
Emergency light
Vacuum cleaner
Water heater
Ceramic heater
Generator
Cables
Others

64

Works cost (materials + manufacturing expenses)

Turnover

Annual Report 2010 | Singer Bangladesh Limited

2,375,955,495
1,041,584,915
60,256,501
155,770,153
371,560,754
64,954,273
48,321,079
179,849,598
11,292,395
17,205,734
251,676
12,755,753
9,834,245
95,991
10,739,486
244,895
5,696,596
1,959,955
122,818,585
4,048,681
36,484
109,714
1,462,375
384,586
186,049
320,317,802
11,323,871
4,829,017,641

2,265,500,626
878,522,601
123,849,922
103,385,754
329,693,842
18,337,828
41,404,722
93,799,544
13,213,468
18,890,472
822,764
15,296,493
8,909,908
35,099
35,810,102
6,560,057
2,898,895
87,936,609
3,884,739
583,385
121,020
1,440,208
1,074,583
4,400,665
313,453,087
21,434,288
4,391,260,681

2009
Taka

Opening work-in-process
Closing work-in-process
Cost of production
Opening stock of finished goods (Note 21.2)
Purchase/production of finished goods
Closing stock of finished goods (Note 21.2)
Cost of sales
21.1.

136,641,762
639,798,423
(144,524,156)
631,916,029

194,137,142
695,109,748
(136,641,762)
752,605,128

18,021,784
29,478,747
25,669,379
3,633,369
2,005,244
2,792,188
3,185,126
1,950,000
2,517,599
442,628
1,460,376
73,997
1,024,233
555,967
21,413
3,011
44,256
92,879,317
724,795,346

21,878,757
31,641,458
32,298,858
4,024,810
1,388,203
2,783,103
2,878,608
1,820,000
2,097,196
322,678
1,482,657
242,980
856,422
1,374,497
18,431
50,525
105,159,183
857,764,311

3,998,394
(13,433,906)
715,359,834
619,073,264
3,145,428,589
(882,376,107)
3,597,485,580

14,927,142
(3,998,394)
868,693,059
1,035,258,427
2,005,108,165
(619,073,264)
3,289,986,387

Raw materials consumption

Imported
Television
Motor cycle
Cable
Others
Locally procured
Sewing machine
Television
Cable

Balance as at
1 January
2010
Taka

Purchase
during
2010
Taka

Balance as at
31 December
2010
Taka

Consumption
in 2010
Taka

7,516,375
697,224
62,957,013
48,017,381
119,187,993

300,003,476
25,680,507
173,491,115
68,332,676
567,507,774

27,536,146
71,403
15,410,135
82,183,719
125,201,403

279,983,705
26,306,328
221,037,993
34,166,338
561,494,364

3,924,644
11,943,927
1,585,198
17,453,769
136,641,762

59,196,417
8,205,292
4,888,940
72,290,649
639,798,423

714,387
15,472,502
3,135,864
19,322,753
144,524,156

62,406,674
4,676,717
3,338,274
70,421,665
631,916,029

Singer Bangladesh Limited | Annual Report 2010

65

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
2010
Taka
21.2.

22.1.
40,830,854
487,863,689
133,091,242
1,737,946
14,080,793
20,711,485
15,032,323
2,089,281
9,945,864
527,928
51,845,308
2,971,509
5,599,082
642,294
471,928
7,196,685
196,889
28,711,774
798,196
36,071,707
1,222,227
188,027
296,477
3,100,512
192,276
3,208,680
11,237,404
2,513,729
882,376,107

35,175,747
240,889,586
121,480,095
3,596,260
42,683,628
18,952,144
13,310,982
2,307,806
6,022,051
2,310,133
26,505,452
3,328,048
4,799,810
2,038,091
471,529
5,291,619
391,225
33,937,597
459,956
39,776,159
843,036
568,047
440,269
5,049,070
306,972
2,835,484
5,302,468
619,073,264

Operating expenses
Advertisement and sales promotion
Shop operating expenses
Salaries and wages
Rent, tax and occupancy
Depreciation (Note 4)
Provision for bad and doubtful debts
Office administration
Selling and collecting commission
Travelling
Royalty (Notes 3.10.1 and 22.2)
Warranty
Directors' fee and remuneration (Note 22.1)
Repairs and maintenance
Bank charge
Insurance
Professional and technical fees and expenses (Note 22.3)
Fuel and car maintenance
Entertainment
Dues and subscription
Audit fee-statutory

66

2009
Taka

Closing stock of finished goods


Sewing machine and related parts
Refrigerator
Television
Washing machine
Motor cycle
Fan
Air-conditioner
Radio cassette recorder
Microwave and electric oven
Iron
IPS
Kitchen appliance
Voltage stabiliser
Electric kettle
Rice cooker
DVD player
Vacuum cleaner
Cable
Gas burner
Computer
Water heater
Ceramic heater
Dishwasher
Generator
Emergency light
Pressure cooker
Solar light
Others

22.

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

Annual Report 2010 | Singer Bangladesh Limited

175,490,381
125,452,638
110,281,794
74,610,265
27,319,008
23,961,125
25,020,180
27,897,898
15,172,931
37,526,906
45,325,355
6,718,202
20,862,460
6,789,592
4,279,361
2,256,373
2,592,795
1,358,769
216,429
225,000
733,357,461

157,930,050
111,756,294
100,928,604
71,441,140
26,626,641
29,847,884
26,355,435
32,288,887
13,259,533
40,331,708
39,370,625
8,082,634
14,633,673
6,146,267
3,596,985
1,368,974
1,416,454
1,075,810
298,862
225,000
686,981,460

21,741,890
2,975,928
12,809,088
37,526,906

23,548,723
4,279,943
12,503,042
40,331,708

1,613,373
627,000
16,000
2,256,373

726,974
627,000
15,000
1,368,974

8,434,581
(5,613,680)
(639,753)
2,181,148

(120,122,562)
(6,632,813)
767,117
(125,988,258)

85,901,196
1,800,409,076
1,886,310,272

73,629
140,183,644
213,813,279

Interest income/(expense)
Interest income/(expense)
Interest on security deposits of shop managers, agents and others
Foreign exchange gain/(loss)

24.

3,204,775
2,591,063
1,112,207
1,025,939
148,650
8,082,634

Professional and technical fees and expenses


Legal and technical services
IFRS audit fees
Audit fees for provident fund, workers' profit participation fund, etc

23.

3,526,800
681,878
1,235,526
1,063,998
210,000
6,718,202

Royalty
Audio-video sets (Television)
Motor cycle
Cable

22.3.

2009
Taka

Directors' fee and remuneration


Remuneration
Retirement benefits
Leave fare, medical and welfare
Housing
Directors' fees

22.2.

2010
Taka

Non-operating Income
Share of income of associate company (Note 24.1)
Other income (Note 24.2)

24.1.

Share of income of associate company


This represents proportionate income of the company where investments are made and not directly
connected with principal activities of the Company. The company has disposed off all the shares held in
ILFSL as at 20 July 2010. This only represents the share of income of associate company up to the date of
disposal. The gain on disposal is classified as other income in Note 24.2.

24.2.

Other income
This represents following items of income from other operations, not directly connected with principal
activities of the Company:
Sale of scrapped inventories, etc.
Gain from disposal of bonus shares of ILFSL
Gain from disposal of shares of ILFSL
Gain/(loss) on sale of discarded fixed assets (annexure 1)

5,340,302
1,794,538,752
530,022
1,800,409,076

6,171,435
134,960,035
(947,826)
140,183,644

Singer Bangladesh Limited | Annual Report 2010

67

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

25.

28.

26.

Contribution to Workers' Profit Participation Fund (WPPF)


Taka 119,333,301, being equivalent to 5% of current year's profit before taxation was allocated by the Company for
transfer to Workers' Profit Participation and Welfare Funds in conformity with the terms of section 234 of The
Bangladesh Labour Act 2006.
2010
2009
Taka
Taka
Provision for tax
Current tax provision for the year
Adjustment for previous years
Deferred tax liabilities/(assets) for the year

27.

269,928,484
29,625,995
(5,982,118)
293,572,361

Contingent Liabilities
Letters of credit
Particulars of contingent liabilities

81,675,320
1,373,280
83,048,600

Segment reporting
Segment information is presented in respect of company's business segments. The primary format, business
segments, is based on company's management and internal reporting structure. Singer Bangladesh Ltd comprises
the following main business segments:

Appliance/electronics
Taka

Consolidated
Taka

86,695,327

6,756,587

7,016,721

(ii)

Claims against the Company not acknowledged as debts

(iii)

Uncalled liability on partly paid shares/ arrears of fixed


cumulative dividends on preference shares

Aggregate amount of contracts for capital expenditure remaining


to be executed and not provided for

Aggregate amount of any guarantees given by the company on


behalf of directors, managing directors, or other officers of
the company

9,103,793
608,108,409

3,056,651
96,768,699

(v)

(vi)

Money for which the Company is contingently liable for any


guarantees given by banks

No credit facilities of general nature (other than trade credit in ordinary course of business) under any contract were
obtained or made available to the Company.

Business Segments
Particulars

592,248,029

Letter of Credit

Cables:
It includes manufacturing of electric cables and marketing of various types of domestic and power cables.

2010
Cables
Taka

2009
Taka

(i)

(iv)

Appliance/electronics:
Principal activities of appliance/electronics segment are to assemble colour television and motor cycles and
marketing of colour television, motor cycles, refrigerators, air conditioners, sewing machines and other consumer
durables and household appliances.

2010
Taka

Appliance/electronics

Taka

2009
Cables
Taka

Consolidated
Taka

29.

Capacity utilisation
Production capacity of various industrial units of the Company for the year 2010 was as under:

Turnover:
Sales
Earned carrying charge
Total

4,373,557,313
135,142,526
4,508,699,839

320,317,802
320,317,802

4,693,875,115
135,142,526
4,829,017,641

3,947,623,128
130,184,466
4,077,807,594

313,453,087
313,453,087

4,261,076,215
130,184,466
4,391,260,681

Segment assets:
Inventories
948,519,638
Trade and other receivables 479,562,605
Other current assets
1,872,827,613
Total assets
3,300,909,856

60,691,679
60,697,617
33,187,514
154,576,810

1,009,211,317
540,260,222
1,906,015,127
3,455,486,666

635,849,206
430,039,573
161,353,313
1,227,242,092

104,516,922
23,337,792
33,500,686
161,355,400

740,366,128
453,377,365
194,853,999
1,388,597,492

Units
Unit

Colour television
Motorcycle
Cables
30.

Segment liabilities:
Term loan
Other non-current liabilities 376,190,617
Current liabilities
322,698,809
Total liabilities
698,889,426

248,246,151
248,246,151

376,190,617
570,944,960
947,135,577

59,119,477
354,356,933
359,913,351
773,389,761

21,083,000
314,338,534
335,421,534

80,202,477
354,356,933
674,251,885
1,108,811,295

826,665,629

171,834,139

998,499,768

649,487,448

147,656,075

797,143,523

Accumulated depreciation (234,429,042)

(108,183,233)

(342,612,275)
655,887,493

(242,283,333)
407,204,115

(82,396,803)
65,259,272

(324,680,136)
472,463,387

Written down value

592,236,587

63,650,906

Annual Report 2010 | Singer Bangladesh Limited

35,000
7,000
44,670,000

43,346
555
10,666,127

(8,346)
6,445
34,003,873

Number of employees

Expenses incurred in foreign currency


The Company remitted the following amounts in foreign exchange during the year to Singer Bhold BV, The
Netherlands, a non-resident shareholder of the Company.

Royalty, net for the year 2009


Dividend, net for the year 2009 (final)

68

Production

The number of employees engaged for the whole year or part thereof who received a total remuneration of Taka
36,000 and above were 799 (2009 : 756).
31.

Capital expenditure:
Property, plant and
equipment (at cost)

Number
Number
Meter

Capacity

Under/(over)
utilisation

Taka
36,298,537
33,321,348

Equivalent US$
520,409
479,237

Singer Bangladesh Limited | Annual Report 2010

69

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
2010
Taka
32.

2009
Taka

32.2.

Domestic
Other regions

Basic earnings per share

Earnings attributable to the ordinary shareholders (Taka)


Weighted average number of ordinary shares outstanding during the year
Basic earnings per share (Taka)

1,973,760,358
2,243,862
879.63

396,790,969
2,243,862
176.83

Wholesale customers
Retail customers
Other

542,510,111
542,510,111

453,377,365
453,377,365

71,655,911
442,284,685
28,569,515
542,510,111

39,754,173
405,355,266
8,267,926
453,377,365

Financial risk management


34.2.

Credit risks
Liquidity risks
Market risk
Credit risk
Credit risk is the risk of a financial loss to the company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the company's receivables from direct customers, dealers
and other parties.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit
evaluations are performed for all customers requiring credit over a certain amount. The home appliance products
are sold under hire purchase agreements and the sale of cables is under the ordinary credit terms.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement
of financial position.
34.1.

Exposure to credit risk


The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure
to credit risk at the reporting date was:
2010
2009
Taka
Taka
Loans and receivables
Cash and cash equivalents

542,510,111
1,482,168,592
2,024,678,703

453,377,365
69,615,459
522,992,824

The maximum exposure to credit risk for loans and receivables at the reporting date by geographic region
was:

70

2009
Taka

The maximum exposure to credit risk for loans and receivables at the reporting date by type of
counterparty was:

Diluted earnings per share


No diluted earnings per share is required to be calculated for the year as there was no potentially dilutive
potential ordinary shares during the year.

Financial risk management


The company management has overall responsibility for the establishment and oversight of the company's risk
management framework. The company's risk management policies are established to identify and analyse the risks
faced by the company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. This
note presents information about the company's exposure to each of the above risks, the company's objectives,
policies and processes for measuring and managing risk, and the company's management of capital. The company
has exposure to the following risks from its use of financial instruments.

34

2010
Taka

Earnings per share


32.1.

33

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

Annual Report 2010 | Singer Bangladesh Limited

Impairment loss
Trade receivable is assessed at each date of statement of financial position to determine whether there is
objective evidence that it is impaired. Trade receivable is impaired if objective evidence indicates that a loss
event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on
the estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor,
indications that a debtor or issuer will enter bankruptcy, etc. Accordingly, 100% provision is made over the
amount outstanding (after considering security deposits) from customers, dealers and other debtors. For
receivables from customers, dealers and other debtors, bad debt provision is made after analyzing the
recoverability of the amount from the concerned parties. The provision for doubtful debts is written off
when it is prove that the debts is not recoverable at all.
The aging of receivables at the reporting date was:

Not past due


Past due 0-30 days
Past due 31-120 days
Past due 121-365 days
More than one year

Gross
Taka

2010
Impairment
Taka

Gross
Taka

2009
Impairment
Taka

712,825,196
34,367,589
53,016,055
29,254,716
5,231,376
834,694,931

(13,644,479)
(20,276,696)
(4,108,104)
(38,029,279)

421,520,475
14,532,302
27,775,072
15,563,039
9,057,837
488,448,725

(10,450,484)
(15,563,039)
(9,057,837)
(35,071,360)

The movement in the allowance for impairment in respect of receivables during the year was as follows:

Balance at 1 January
Allowance recognised for the period
Allowance written off for the period
Reversal of allowance for the period
Balance at 31 December

2010
Taka

2009
Taka

35,071,360
24,739,583
(21,781,664)
38,029,279

26,561,468
29,847,884
(21,337,992)
35,071,360

Singer Bangladesh Limited | Annual Report 2010

71

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
35.

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company's approach to managing liquidity (cash and cash equivalents) is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company's reputation. Typically, the Company ensures that
it has sufficient cash and cash equivalents to meet expected operational expenses, including financial obligations
through preparation of the cash flow forecast prepared based on the basis of payment of the financial obligation and
accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. Moreover, the
Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of
obligations in the event that there is insufficient cash to make the required payment. The requirement is determined
in advance through cash flow projections and credit lines with banks are negotiated accordingly.

Contractual

6 months

6-12

amount

cash flows

or less

months

1-2 years

2-5 years

5 years

Taka

Taka

Taka

Taka

Taka

Taka

Taka

More than

3,281,569

3,281,569

3,281,569

529,974,431 492,447,525

37,526,906

533,256,000 495,729,094

37,526,906

As at 31 December 2010
Non-derivative financial liabilities:
Bank overdraft
Secured bank loans
Trade and other payables

529,974,431

Derivative financial liabilities

533,256,000

Non-derivative financial liabilities:


191,375,652

200,944,435 200,944,435

Secured bank loans

123,271,428

175,085,577

27,941,286

33,702,245

42,751,500

70,690,546

Trade and other payables

439,807,282

439,807,282 399,475,574

40,331,708

815,837,294 628,361,295

74,033,953

42,751,500

70,690,546

Derivative financial liabilities

754,454,362

36.

Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the
company's income or the value of its holdings of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters.
The Company is exposed to normal business risks from changes in market interest rates and currency rates and from
non-performance of contractual obligations by counterparties. The Company does not hold or issue derivative
financial instruments for speculative business.
36.1.

Interest rate risk


Interest rate risk is the risk that future movements in market interest rates will affect the results of the
Company's operations and its cash flow because of some floating/variable loan interest rates. The Company
is primarily exposed to interest rate risk from its borrowings.
At the reporting date the interest rate profile of the Company's interest-bearing financial instruments was:

72

Annual Report 2010 | Singer Bangladesh Limited

462,668,840

426,400,657

462,668,840

426,400,657

Fixed rate bank overdraft


Fixed rate loans
Fixed rate debentures
Fixed rate promissory notes
Lease liabilities
Other fixed rate liabilities
Financial liabilities

123,271,428
123,271,428

Variable rate instruments


Variable rate deposits at financial institution
Variable rate loans and receivable
Other variable rate instruments (assets)
Financial assets

3,281,569
107,779,001
111,060,570

191,375,652
97,974,115
289,349,767

Variable rate bank overdraft


Variable rate loans
Variable rate debentures
Variable rate promissory notes
Other variable rate liabilities
Financial liabilities

As at 31 December 2009
Bank overdraft

2009
Taka

Fixed rate instruments


Fixed rate deposits at financial institution
Fixed rate loans and receivable (net hire receivable)
Other fixed rate instruments (assets)
Financial assets

The following are the contractual maturities of financial liabilities, including estimated interest payments:
Carrying

2010
Taka

36.1.1

Cash flow sensitivity analysis for variable rate instruments 2010


A change of 10 basis points in interest rates for other variable rate liabilities which comprise the security
deposit from employees and shop managers, in 2010 would have increased/ (decreased) equity and profit
or loss by the amounts shown below. This analysis assumes that all other variables remain constant.

31 December 2010
Other variable rate liabilities
Cash flow sensitivity

Profit or loss
10 bp increase
10 bp decrease
Taka
Taka
538,895
538,895

(538,895)
(538,895)

Equity
10 bp increase
10 bp decrease
Taka
Taka
538,895
538,895

(538,895)
(538,895)

Cash flow sensitivity analysis for variable rate instruments 2009


A change of 10 basis points in interest rates for other variable rate liabilities which comprise the security
deposit from employees and shop managers, in 2009 would have increased/ (decreased) equity and profit
or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
Profit or loss
10 bp increase
10 bp decrease
Taka
Taka
31 December 2009
Other variable rate liabilities
Cash flow sensitivity

489,870
489,870

(489,870)
(489,870)

10 bp increase
Taka

Equity
10 bp decrease
Taka

489,870
489,870

(489,870)
(489,870)

Singer Bangladesh Limited | Annual Report 2010

73

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
36.2.

Notes to the Financial Statements as at and for the Year Ended 31 December 2010

Foreign Currency risk


The Company is exposed to foreign currency risk relating to purchases which are denominated in foreign
currencies. Other non recurring exposures consist of payable to IFS authority due to developing the ERP
system of the company.

Fair values versus carrying amounts


The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are
as follows:
31 Dec 2010
31 Dec 2009
Carrying
Fair
Carrying
Fair
amount
value
amount
value
Taka
Taka
Taka
Taka

As at 31 December, the Company was exposed to foreign currency risk in respect of financial liabilities
denominated in the following currencies:

Accounts payable trade


The following significant exchange rates are applied during the period:

2010
US Dollars

2009
US Dollars

619,385

553,770

Assets carried at fair value


Available-for-sale financial assets
Financial assets designated at fair value
through profit or loss
Financial assets held for trading

Exchange rate as at
31 Dec 2010
31 Dec 2009
Taka
Taka
US Dollar
36.2.1

70.75

Profit or loss
10 bp increase
10 bp decrease
Taka
Taka

Expenditures denominated
in USD
Exchange rate sensitivity

31 December 2009

(43,821)
(43,821)

(43,821)
(43,821)

43,821
43,821

Profit or loss
10 bp increase
10 bp decrease
Taka
Taka

10 bp increase
Taka

Equity
10 bp decrease
Taka

(38,354)
(38,354)

38,354
38,354

(38,354)
(38,354)

The fair value of all financial assets and liabilities is taken to approximate the carrying value.

Annual Report 2010 | Singer Bangladesh Limited

542,510,110
1,482,168,592
2,024,678,702

466,772,756
1,482,168,592
1,948,941,348

453,377,365
69,615,459
522,992,824

412,460,547
69,615,459
482,076,006

529,974,431
3,281,569
533,256,000

N/A*
3,281,569
3,281,569

123,271,428
439,807,282
191,375,652
754,454,362

123,271,428
N/A*
191,375,652
314,647,080

Liabilities carried at amortised cost


Secured bank loans
Trade and other payables
Bank overdraft

Interest rates used for determining fair value


The interest rates used to discount estimated cash flows, when applicable, are based on the government yield curve
at the reporting date plus an adequate credit spread, and were as follows:
2010
Derivatives
Receivable under hire purchase
Loans and borrowings
Finance lease liabilities

38,354
38,354

Determination of fair value


A number of the Companys accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged,
or a liability settled, between knowledgeable, willing parties in an arms length transaction. Fair values have been
determined for measurement and/or disclosure purposes based on the following methods. When applicable, further
information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or
liability.

Liabilities carried at fair value


Interest rate swaps used for hedges
Forward exchange contracts used for hedging

Equity
10 bp increase
10 bp decrease
Taka
Taka

43,821
43,821

Expenditures denominated
in USD
Exchange rate sensitivity

74

69.26

Foreign exchange rate sensitivity analysis for foreign currency expenditures


Foreign exchange rate sensitivity is calculated on the basis of impact of change of 10 basis points in
foreign exchange rates. This analysis presents the probable weakening of Taka against US Dollar
and the possibility that the profit or loss and the equity would have increased (decreased)
assuming all other variables, in particular interest rates remain constant. As per current practice,
foreign exchange rate sensitivity analysis is done once at the end of the year. Result of the last
assessment in 2010 is summarised below.

31 December 2010

37.

Assets carried at amortised cost


Held-to-maturity investment
Loans and receivables
Cash and cash equivalents

From %
-

2009
To %
-

From %
9%
-

To %
13.50%
-

* Determination of fair value is not required as per the requirements of IFRS 7: Financial Instruments: Disclosures
(ref: Para 29). However, fair value of such instruments is not however likely to be significantly different from the
carrying amounts of such instruments.
38.

Capital Management
Capital management refers to implementing policies and measures to maintain sufficient capital, assessing
company's internal capital adequacy to ensure company's operation as a going concern. Board of directors are
charged with the ultimate responsibility for maintaining a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business. All major investment and operational
decisions with exposure to certain amount is evaluated and approved by the board. The Board of directors also
monitor the return on capital, which the company defines as result from operating activities divided by total
shareholders equity. The Board of directors also monitor the level of dividends to ordinary shareholders.

Singer Bangladesh Limited | Annual Report 2010

75

Notes to the Financial Statements as at and for the Year Ended 31 December 2010
39.

ANNEXURE -1

Related party transactions

Ref: Note 24.2


39.1.

39.2.

Transactions with key management personnel


Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the entity, directly and indirectly, including any director (whether executive
or otherwise) of that entity.
In addition to their salaries, the entity provides non-cash benefits to key management personnel and also
contributes to post employment defined benefit plan and defined contribution plan on their behalf. Key
management personnel compensation as at 31 December comprised:
2010
2009
Taka
Taka
Short term employee benefits
11,126,759
10,622,846
Post employment benefits
Termination benefits
Other long term benefits
686,600
1,975,036
Share based payments
11,813,359
12,597,882
Other related party transactions
Name of related parties

Relationship

Nature of transaction

Singer Bhold BV,


The Netherlands

Parent company

Dividend payment

33,321,348

121,153,410

Singer Asia Ltd.

Subsidiary of
ultimate parent

Royalty payment

36,298,537

13,303,428

Singer Asia Sourcing Ltd. -doSinger India Ltd.


39.3

-do-

41.

Procurement of sewing
machine

7,365,479
-

42,056,869
22,116,465

Related party receivable/(payable)


Name of related parties

Relationship

Nature of transaction

Singer Asia Ltd.

Subsidiary of
ultimate parent

Royalty payment

Singer Asia Sourcing Ltd. -do40.

Procurement of products

Procurement of products

(37,526,906)

258,257

(40,331,708)

240,634

Events after the balance sheet date


For the year 2010 the board has recommended a cash dividend @ 600% (i.e. per share) amounting to Tk. 1,346,317,200
and stock dividend @ 75% (i.e. 75 share per 100 shares) at the board meeting held on 15 March, 2011.

SINGER BANGLADESH LIMITED


Schedule of sale/adjustment of property, plant and equipment
Amounts in Taka
Particulars

Year of

Original

Accumulated

Net book

Sale

Mode of

purchase

cost

depreciation

value

value

disposal

Taka

Taka

Taka

Taka

Equipment
Water Heaters (2 nos)

1995

15,000

13,908

1,092

1,092

Adjustment

Split AC- SAS-18C

2005

29,888

18,832

11,056

11,056

Adjustment

Split AC- SAS-1852 FGA 18000BTU

2007

33,094

16,150

16,944

16,944

Adjustment

Split AC- SAS-2452 FGA 24000BTU

2007

47,777

23,315

24,462

24,462

Adjustment

Split AC- SAS-12C 12000BTU

2007

24,984

12,192

12,792

12,792

Adjustment

Haier Refrigerator (HRF-CTN-GD)

2008

27,593

9,934

17,659

17,659

Adjustment

Window AC 18000 BTU

2000

34,457

28,801

5,656

5,656

Adjustment

Water Heater

2000

6,750

5,642

1,108

1,108

Adjustment

Water Heater

2006

3,471

1,960

1,511

1,511

Adjustment

Singer split AC 18CRMD 18000BTU

2006

33,567

18,959

14,608

14,608

Adjustment

Split AC SAS-18 SODGA

2009

30,078

6,016

24,062

24,062

Adjustment

Water Heater (Tropica 20G)

2009

6,109

1,222

4,887

4,887

Adjustment

Split AC SAS-18L20DGA

2009

30,078

6,016

24,062

24,062

Adjustment

Split AC SAS-24L20DGA

2009

40,799

8,160

32,639

32,639

Adjustment

CE-1031LATB

2009

12,418

2,484

9,934

9,934

Adjustment

HRF0BTN-GD

2009

43,500

8,700

34,800

34,800

Adjustment

CTV SF 21U6

2005

11,117

7,005

4,112

4,112

Adjustment

Window AC SWA 180R

2003

28,767

21,079

7,688

9,688

Negotiation

Window AC SAW 18CRMD

2005

23,860

15,034

8,826

10,826

Negotiation

Dikin split system AC 12160BTU

1993

93,000

88,107

4,893

7,500

Negotiation

Split AC 18000BTU

2000

57,414

47,990

9,424

10,000

Negotiation

Singer AC SWA 180

2001

37,109

29,943

7,166

7,166

Adjustment

Water Heater

2001

3,750

2,898

852

852

Adjustment

Window AC 18000 BTU

1999

38,740

33,335

5,405

5,405

Adjustment

Window AC

1986

51,718

50,839

879

6,400

Negotiation

CTV 21E09

2006

16,629

9,392

7,237

7,000

Negotiation

DVD SV225BVT

2006

3,843

2,171

1,672

2,450

Negotiation

SIPS - 500

2006

13,802

7,795

6,007

10,000

Negotiation

Met Ga 17-3687

2004

1,700,000

1,254,355

445,645

531,787

Quotation

Car - Honda HRV

2003

1,375,000

1,086,642

288,358

715,000

Quotation

3,874,312

2,838,876

1,035,436

1,565,458

Motor Vehicle

General

Car - Nissan Sunny 1600CC Dha

76

41.1.

Figures in these notes and in the annexed financial statements have been rounded off to the nearest Taka.

41.2.

These notes form an integral part of the annexed financial statements and accordingly are to be read in
conjunction therewith.

41.3.

Comparative figures have been rearranged wherever necessary.

Annual Report 2010 | Singer Bangladesh Limited

Less : Net book value


Gain on sale

1,035,436
530,022

Singer Bangladesh Limited | Annual Report 2010

77

A Decade in Perspective

Statement of Value Added

Taka in Million
2010

2009

Taka

Taka

Turnover-Gross

4,829,017,641

Other Income

1,886,310,273

140,183,644

6,715,327,914

4,716,297,272

Less: Cost of Materials & Services

3,660,548,304

3,668,849,713

Value Added

3,054,779,610

1,047,447,559

YEAR ENDED DECEMBER


Trading Result
Turnover
Operating Profit
Profit Before Tax
Taxation
Profit After Tax

4,576,113,628

Property, Plant & Equipment


Investment
Deferred Tax Assets
Other Non-Current Assets

Salaries, Commission and other Benefits

208,784,511

208,261,386

20

767,398,597

25

267,901,547

26

5,708,442

125,988,258

12

53,786,908

134,631,720

13

To Government
Income Tax, Duties & Value Added Tax
To Banks and other Lenders
Interest & Bank Charges on Borrowings
To Suppliers of Capital
Dividends to Shareholders
Retained for Reinvestment and Future Growth
Depreciation
Retained Profits

45,340,793

48,505,399

1,973,760,359

65

262,159,249

25

3,054,779,610

100

1,047,447,559

100

Statement of Value Added (%)

Salaries, Commission and other benefits

2009
20

Income Tax, Duties & Value Added Tax

25

25

Interest & Bank Charges

12

Dividends to Shareholders

13

Depreciation

65

25

2010

100
80
60
40

Retained Profits

20
0
2010

78

2009

2008

2007

2006

2005

2004

2003

2002

2001

4,829.02 4,391.26 4,436.13 3,556.41 2,547.87 1,708.74 1,396.22 1,269.80 1343.94 1243.33
2,267.33 414.29
357.48 255.62
200.72 100.57 106.77 156.44 173.54 177.16
2,267.33 479.84
242.80 139.22
133.81
76.37 101.91 165.51 155.87 161.65
293.57
83.05
62.80
37.40
17.16
27.90
22.54
36.22
22.13 44.94
1,973.76 396.79
180.00 101.82
116.65
48.41
79.37 129.28 136.87 116.71
167.01
34.84
0
26.44
228.29

130.79
34.84
0
19.02
184.65

118.12
33.84
0
18.86
170.82

140.82 147.24
33.84 33.84
0
0
0
0
174.66 181.08

Current Assets
Current Liabilities
Net Current Assets

3,458.77 1,388.59 2,131.24 1,873.80 1,364.28 1,120.41


574.23 674.25 1,629.04 1,526.28 1,108.43 782.21
2,884.54 714.34
502.20 347.52
255.85 338.20

659.89
397.53
262.36

579.83
267.87
311.96

518.86 545.23
217.18 282.65
301.68 262.58

TOTAL ASSETS LESS CURRENT LIABILITIES


Term Loan
Other Liabilities
Deferred Tax Liabilities

3,544.85 1,515.38 1,330.82


0.00
80.20
127.21
320.44 306.98
266.61
40.38
6.28
4.91

767.03
78.11
266.41
0

683.40
53.08
256.97
0

566.49
47.29
253.65
0

447.01
0
231.71
0

482.78
0
208.5
0

476.34 443.66
0
0
189.30 156.07
0
0

Retirement Benefit Obligations/Gratuity


NET ASSETS

43.51
41.09
3,140.52 1,080.83

46.11
885.98

49.53
372.98

44.01
329.34

36.24
229.31

28.14
187.16

22.06
252.22

20.12 16.26
266.92 271.33

Share Capital and Reserve


Paid up Capital
Capital Reserves
Revaluation Reserve
Revenue Reserves
SHAREHOLDERS FUND

224.39 224.39
18.79
18.56
274.06 120.81
2,623.28 717.07
3,140.52 1,080.83

224.39
18.56
120.81
522.22
885.98

166.21
18.19
26.98
161.60
372.98

166.21
18.19
26.98
117.96
329.34

166.21
18.19
26.98
17.93
229.31

166.21
18.19
0
2.76
187.16

166.21
18.19
0
67.82
252.22

166.21 166.21
19.32 19.32
0
0
81.39
85.8
266.92 271.33

Financial Analysis
Profitability
Operating Profit to Turnover (%)
Net Income to Turnover (%)
Annual Sales Growth (%)
Earning per Share - Taka
Net Assets per Share - Taka
Return on Average Net Assets (%)
Return on Shareholders' Equity (%)

46.95
40.87
9.97
879.63
1,399.58
55.68
62.85

9.43
9.04
-1.01
176.83
481.67
26.18
36.71

8.06
4.06
24.74
80.22
394.84
13.53
20.32

7.19
2.86
39.58
61.26
224.40
13.27
27.30

7.88
4.58
49.11
70.18
198.15
17.07
35.42

5.89
2.83
22.38
29.13
137.96
8.55
21.11

7.65
5.68
9.96
47.75
112.60
17.76
42.41

12.32
10.18
(5.52)
77.78
151.75
26.78
51.26

12.91 14.25
10.18
9.39
8.09 10.17
82.35 70.22
160.59 163.25
28.73 26.31
51.28 43.01

Dividends
Amount - Taka
Rate (%)
Effective Dividend Rate (%)

1,514.63
675.002
76.74

201.95
90.00
50.90

67.32
30.00
37.40

58.17
35.00
57.13

58.17
35.001
49.87

49.86
30.00
103.00

132.97
80.00
167.53

124.66
75.00
96.42

141.28 124.66
85.00 75.00
103.22 106.81

Distribution of Value Added


To Employees and Dealers

2010

Others
Market Price per Share at year end (Taka)
Market Citalization (Taka)
Price Earning Ratio (Times)
Current Ratio (Times)
Debt Equity Ratio (%)

655.89
4.42
0.00
0.00
660.31

472.46
328.58
0.00
0.00
801.04

483.49
345.13
0.00
0.00
828.62

327.07
84.75
7.69
0.00
419.51

7,169.00 1,982.25 1,982.25 1,900.00


1,608,652 444,797 444,797 315,799
8.15
11.21
24.71
31.02
6.02
2.06
1.31
1.23
19.57
70.38
198.78 430.15

304.73
86.00
10.18
26.64
427.55

774.50 1,007.50 1,644.50 1,533.00 1,499.00 1,075.50


128,730 167,457 273,332 254,800 249,149 178,759
11.04
34.59
34.44
19.71
18.20 15.32
1.23
1.43
1.66
2.16
2.39
1.93
352.68 361.74 212.40 106.20
81.37 104.17

2009

Annual Report 2010 | Singer Bangladesh Limited

Stock dividend

600% cash and 75% stock dividend

Singer Bangladesh Limited | Annual Report 2010

79

Record of Scrip Issues

Share Information
1. General
Authorised Share Capital

Issued and Fully Paid Capital

Tk. 400,000,000

Year ended

Tk. 224,386,200

31st December

Class of Shares Ordinary Share of Tk.

Ordinary Shares of Tk. 100 each

1983

Voting Rights One vote per Ordinary Share

One vote per Ordinary Share

1983

256,700

Public Issue

10,258

1,025,800

Total Issue

12,825

1,282,500

1984

Bonus

1:1

12,825

1,282,500

1986

Bonus

5:3

15,390

1,539,000

1988

Bonus

1:1

41,040

4,104,000

1991

Bonus

1:1

82,080

8,208,000

1992

Bonus

1:1

164,160

16,416,000

1993

Bonus

2:1

164,160

16,416,000

31 December 2010

1994

Bonus

2:1

246,240

24,624,000

Non- Resident

1995

Bonus

2:1

369,360

36,936,000

1996

Bonus

2:1

554,040

55,404,000

2007

Bonus

20:7

581,742

58,174,200

2,243,862

224,386,200

No. of Shareholders : 31st December 2010 - 8,518 nos. (31st December 2009 - 4,257 nos.)

No. of

held

Share-

No. of

No. of
Shares

Share-

Share-

No. of

No. of
Shares

Share-

No. of
Shares

Total No. of Shares

holders

holders
-

8,371

253,114

11.28

154,366

6.88

135

154,366

6.88

35,891

1.60

35,891

1.60

3.89

41,749

1.86

41,749

1.86

2.22

33,030

1.47

33,030

1.47

42,981

1.91

42,981

1.91

184,962

8.24

20.00

500

4,169

125,774

5.60

8,371

5000

72

97,645

4.35

135

5001

10000

15,644

0.70

10001

20000

87,224

20001

30000

49,882

30001

40000

40001

50000

50001

100000

Total

253,114 11.28

1
501

Over

Shares

No. of

holders

holders

100001

No. of

1000000

448,607

20.00

448,607

20.00

448,607

1000000

1,234,124

55.00

1,234,124

55.00

1,234,124

55.00

2,243,862 100.00

8,516

561,131 25.00

1,682,731

75.00

8,518

2,243,862

100.00

Total

4,257

31 December 2009
Categories of

No. of Shares

Taka

2,567

3. Distribution of Shareholdings - 31st December 2010

Resident

Share Capital
No. of Shares

The issued Ordinary Shares of Singer Bangladesh Limited are listed with the Dhaka and Chittagong Stock Exchanges Limited.

No. of Shares

Basis

Prior to Public issue

2. Stock Exchange Listing

01 January 2010

Issue

Brands

31 December 2010
No. of Shares

No. of Shareholders

4,140

380,388

8,238

No. of Shareholders

Shares
Individuals

307,076

Institutions

1,936,786

117

1,863,474

280

2,243,862

4,257

2,243,862

8,518

4.

Dividends
Cash Dividend (proposed)

600%

Stock Dividend (Proposed)

75%

2010
Taka

80

2009
Date

Taka

Highest during the year

7,900.00

5th December

2,970.00

Lowest during the year

2,830.00

3rd January

1,590.00

Closing of the year

7,169.00

30th December

2,792.00

Annual Report 2010 | Singer Bangladesh Limited

Singer Bangladesh Limited | Annual Report 2010

81

Singer
Retail Distribution Network
Bagerhat
Jailkhana Road
Bandarban
Bandarban
Barisal
Bibir Pukurpar
Shahid Minar
Gournadi
Bhola
Sadar Road
Bogra
Cantonment
Dhupchachia
Fultola
Sonatola
Fulbari
Bogra
Sherpur
Gabtoli
Shantahar
Shatanibari
Nandigram
Borguna
Sadar Road
Brahmanbaria
Akhaura
Brahmanbaria
T. A. Road
Chandpur
Chandpur
Hajigonj
Chapainawabgonj
Chapainawabgonj
Shibgonj
Rohonpur
Chittagong
New Chaktai
Nashirabad
Halisahar
Baddarhat
Bandartila
Colnelhat
Chandraghona
Anwara
Chalk Bazar
Kalamia Bazar
Fatikchari
Hathazari
Sadarghat
Kulgaon
Bariarhat
Kazirhat
Laldighi
Shatkania
Mirrersharai
Bhatiary
Chandgaon
Raozan

82

Shitakunda
Momin Road
Patiya
Najumiahat
Sk. Mujib Road
Alanker More
Lohagora
Chuadanga
Alamdanga
Chuadanga
Comilla
Moghaltuly
Chaddagram
Laksham
Daudkandi
Paduar Bazar
Muradnagar
Chandina
Cox's Bazar
Chokoria
Cox's Bazar
Eidgaon Bazar
Chokoria
Teknaf
Dhaka
Doyagonj
Tanti Bazar
Ashulia
Zirabo Bazar
Azimpur Road
Badda
Bangla Motor
Bongshal
Manikdi
Demra
Dhamrai
Jhikatala
Dohar
Faridabad
Gulistan
Gulshan-1
Jatrabari
Shanirakra
Kalabagan
Keraniganj
Hasnabad
Abdullapur
Ruhitpur
Khilgaon
Khilkhet
Lalbagh
Malibagh
Middle Badda
Shaymoli
Sewrapara
Rupnagar
Ibrahimpur
Mirpur-10
Mirpur-1
Moghbazar
Mohakhali
Mohammadpur
Nikunjo

Nowabgonj
Pallabi
Kuril
Dogor Mora, Savar
Bazar Road, Savar
Baipail, Savar
Hemayetpur, Savar
Zirani, Savar
Bashabo
Mugdapara
Tejgaon
Dakkhinkhan
Uttara
Sonargaon Janapath
Dinajpur
Goneshtola
Birampur
Phulbari
Birgonj
Parbatipur
Suihari
Sujapur
Shetabgonj
Faridpur
Faridpur
Bhanga
Niltuli
Boalmari

Wholesale Distribution Network


Jessore
Murteer More
Keshobpur
Noapara
Jessore
Navaron

Munshigang
Munshigang
Tungibari
Rampal
Shirajdikhan
Sreenagar

Patuakhali
Sadar Road

Jhinaidah
Jhinaidah
Kaligonj
Moheshpur

Mymensingh
Mymensingh
Fulpur
Kachi Jhuli
Fulbaria
Masterbari
Muktagacha
Valuka
Trishal

Rajbari
Sajjan Kanda

Joypurhat
Akkelpur
Joypurhat
Khagrachari
Khagrachari
Khulna
Khan-A-Sabur Road
Rupsha
Fultola
Paikgacha
Daulatpur
Shibbari More
Kishoregonj
Bhairab Bazar
Station Road

Naogaon
Mohadebpur
Chalkdeb
Potnitola
Niamatpur
Narail
Narail
Narayanganj
Bangabandhu Road
Fatulla
Bandor
Modonpur
Siddirgonj
Pagla
Sonargaon

Feni
Chagolnaiya
Dagonbhuiyan
Feni

Kurigram
Nageswari
Kurigram

Gaibandha
Gobindagonj
Gaibandha
Palasbari

Kushtia
Bheramara
Purbo Mojompur
Kushtia
Kumarkhali

Narshingdi
Rupganj
Monohordi
Madhabdi
Station Road
Palash

Lalmonirhat
Lalmonirhat
Patgram

Natore
Doyarampur
Kanaikhali

Laxmipur
Laxmipur
Raipur

Netrokona
Netrokona

Gazipur
Joydevpur
Mawna Chowrasta
Konabari
Joydebpur Chowrasta
Kaligong
Kapasia
Mirrerbazar
Shafipur
Kaliakore
Boardbazar
Tongi
Gopalgonj
Gopalgonj
Habiganj
Habiganj
Shayestagonj
Nabigonj
Jalokhati
Jalokhati
Jamalpur
Jamalpur
Bakshigonj

Annual Report 2010 | Singer Bangladesh Limited

Madaripur
Shibchar
Madaripur
Magura
Magura
Manikgonj
Manikgonj
Singair
Meherpur
Meherpur
Maulavi Bazar
Srimangal
Sherpur
Kulaura
Borlekha
Moulavi Bazar
Madhabpur

Nilphamari
Nilphamari
Syedpur
Noakhali
Ramgonjr
Chowmuhoni
Senbagh
Maijdee
Companygonj
Sonaimuri
Pabna
Ataikula
Aurangazeb Road
Chatmohar
Kashinathpur
Bera
Panchagar
Panchagar
Boda

Pirojpur
Hospital Road
Indurhat

Rajshahi
Patiya
Motiher
Putia
Laxmipur
Mohanpur
Station Road
Shaheb Bazar
Shibgonj

Sirajgonj
Belkuchi
Khalifa Patty
Mukundogati
Patila Patty
S.S Road
Shahjadpur
Ullapara

Narayangong
Kalirbazar
2 No Rail Gate

Shirajgonj
Belkuchi
Shahid Sharawardi Rd.
Ullapara
Station Road

Dhaka
Uttara
Mohakhali
Khilgoan
Badda
Lalbag
Gulshan
Mirpur
Mohammadpur
D.O.H.S
Dhaka Cant.
Tejgoan
Green Road
Moghbazar
Lalbag
Green Road
Mirpur-7
Mohammmadpur
Savar
Jamgora
Nawabpur
Tangi

Sunamganj
Chatak Bazar
Sunamgonj

Munshigong
Pouro Market
Sadar Road

Rangamati
Bono Rupa
Rangpur
Jail Road
Shatibari
Badargonj
Station Road
Satkhira
Polashpole
Kaligonj
Shariatpur
Dakbangla More
Sherpur
Raghunath Bazar

Sylhet
Bishwanath
Modina Market
Darga Mohalla
Beani Bazar
Islampur
Golapgonj
Goalabazar
Biswa Road
Tangail
Victoria Road
Madhupur
Ghatail
Mirzapur
Thakurgaon
College Road
Pirgonj

Gaibandha
New Market
Chittagong
Baroiarhat
Boddarhat
CDA Market
Chawk Bazer
Gulshan Plaza
Jubilee Rd
Kader Plaza
Kaptai
Kassof Market
Keranir Hat
Lohagara
Mushafir Khana
Reajuddin Bazar
Sha Ali Market
United Market

Gazipur
Bhogra
Chowrasta
Natore
Nicha Bazar
Pabna
Hazi Mohashin Road
Shathia
Kashinathpur
Rajshahi
Bhodra
Meapara
Chapai N.Gonj
Madraha Market
Joypurhat
Moshjid Road
Main Road
Kalay
Sadar Road
Moshjid Road
Kalai

Sylhet
Amberkhana
Bishwanath
Bus Stand
College Road
Goalabazar
Hobiganj Rd
Nabiganj
Raza School
Shibganj
Shibganj Bazar
Tajpur
West Shibganj
Zindabazar

Bogra
Dupchachia
Khan Market
M.A.Khan Lane
Alim Mansion
Cantonment
Thana Road
Khan Market
Habib Mansion

Comilla
Mogholtuli
Burichong
Chalkbazar
Laksam
Stadiume Road
Feni
College Road
Mizan Road
Chagalnaya
Chandpur
Mohsin Rd
Stadiume Market
Noakhali
Choumohoni
Bosurhat
Mymensing
Mymensing

Moulvibazar
Kusumbagh
Srimongol Rd.
Kulaura
Somsernagar Road
Central Road
Court Road
West Bazar
Juri
Borolekha
Hobiganj
Nobiganj
Old hospital Rd
Brahmanbaria
Ashuganj
New Cenama Hall Road
Mosjid Market
Kushtia
Al-Amin Market

Rangpur
Lalkuthimore
Rangpur
Naogaon
Park Road
Main Road
Brizer More
Shahin Market
Sunamganj
Jagannathpur
Modhabazar
Sunamganj

Singer Bangladesh Limited | Annual Report 2010

83

Glossary of Financial Terms


Accounting Policies

Gearing

Specific principles, bases, conventions, rules and


practices adopted by an enterprise in preparing and
presenting financial statements.

Proportion of borrowings to capital employed.

Borrowings

Gross Dividend
Portion of profits inclusive of tax withheld,
distributed to shareholders.

Notice of Annual General Meeting


Notice is hereby given that the 31st Annual General Meeting of Singer Bangladesh Limited will be held on
Wednesday, April 27, 2011 at 10.00 a.m. at the Trust Milonayaton, Shaheed Jahangir Gate, 545 Old Airport
Road, Dhaka Cantonment, Dhaka -1206 to transact the following business.

All interests bearing liabilities.


Interest Cover
Capital/Revaluation Reserves
Reserves identified for specific purposes and
considered not available for distribution.

Profit before tax plus net finance cost divided by net


finance cost. Measure of an entity's debt service
ability.

Contingents Liabilities

Market Capitalization

Conditions or situations at the Balance Sheet date


the financial effect of which are to be determined by
future events which may or may not occur.

Number of Shares in issue multiplied by the market


value of a share at the reported date.
Net Assets per Share

Current Ratio
Current Assets divided by Current Liabilities. A
measure of liquidity.

Shareholders' equity divided by the weighted


average number of ordinary shares in issue. A basis
of share valuation.

Deferred Taxation

Price Earnings Ratio

The net tax effect on items which have been


included in the Statement of Income, which would
only qualify for inclusion on a tax return at a future
date.

Market price of a share divided by earnings per


share as reported at the date.

Debt Equity Ratio


Current plus long term liabilities divided by
average shareholders fund.
Effective Dividend Rate/Dividend Cover
Profit attributable to ordinary Shareholders divided
by gross dividend. Measures the number of times
dividend is covered by distributable profit.
Earnings per share
Profit attributable to ordinary shareholders divided
by the weighted average number of ordinary shares
in issue.
Equity
Shareholders' fund.

84

Annual Report 2010 | Singer Bangladesh Limited

AGENDA
1.

To receive and adopt the Directors' and Auditors' Report and the Audited Accounts of the Company
for the year ended December 31, 2010.

2.

To declare Dividend for the year ended December 31, 2010.

3.

To elect Directors.

4.

To appoint Auditors and to fix their remuneration.

By Order of the Board

Mohammad Sanaullah
Company Secretary
March 22, 2011

Registered Office
39, Dilkusha C/A
Dhaka-1000.

Return on Average Net Assets


Attributable profits divided by average assets.

Notes:
l
March 28, 2011 is the record date. Shareholders whose names will appear in the Members' Register of the Company or in the

Revenue Reserves
Reserves considered as being available for
distributions and investments.

Depository Register on that date will be eligible to attend the Annual General Meeting and receive dividend.
l
A member entitled to attend and vote at the Annual General Meeting may appoint a proxy in his stead. The proxy form, duly

stamped with a revenue stamp of Tk. 10 must be deposited at the Registered Office of the Company not later than 48 hours
before the meeting.

Value addition

l
Admission to the hall will be only on production of the attendance slip sent with the notice.

The quantum of wealth generated by the activities


of the Company measured as the difference
between turnover and the cost of materials and
services bought in.
Working Capital
Capital required to finance the day-to-day
operations computed as the excess of current assets
over current liabilities.

Singer Bangladesh Limited | Annual Report 2010

85

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86

Annual Report 2010 | Singer Bangladesh Limited

SINGER BANGLADESH LIMITED


Proxy Form

Achievements
Revenue
Stamp
of
Tk. 10.00

n
Annual Report for 2009 won the Second

Prize of ICAB National Awards in the


manufacturing sector for best published
accounts and reports.
n
Singer Bangladesh Limited was

I/We .......................................................................................................................................................................
of ...........................................................................................................................................................................
being a Member of Singer Bangladesh Limited, hereby appoint
Mr./Ms. ...................................................................................................................................................................
of ............................................................................................................................................................................
as my proxy in my/our absence to attend and vote for me/us and on my/our behalf at the 31st Annual General
Meeting of the Company to be held on April 27, 2011 and at any adjournment thereof.

As witness my hand this ............................................................................................................. Day of April 2011


Signature of Proxy ..................................................................................................................................................
Signature of Member ..............................................................................................................................................
Register Folio no./BO ID of Member

Attendance Slip

Name of Member ....................................................................................................................................................


Name of Proxy ........................................................................................................................................................
Register Folio No. /BO ID of Member
I/we hereby record my/our presence at the 31st Annual General Meeting of Singer Bangladesh Limited on
Wednesday, April 27, 2011 at 10.00 a.m. at Trust Milonayaton, Shaheed Jahangir Gate, Old Airport Road, Dhaka
Cantonment, Dhaka-1206.

Signature of Member ...............................................

Signature of Proxy ...................................................


N. B. The Member attending the meeting is requested to mention the registered name and Folio no./BO ID on this
slip and present the same at the registration counter on or before 10.00 a.m.

adjudged Special Prize in the


manufacturing sector by South Asian
Federation of Accountants (SAFA) Best
Presented Accounts and Corporate
Governance Disclosures Awards 2009
competition.
n
Received "Most Respected Company

Award" for 2009 from Business


Megazine "Artha Kantha".

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