Singer BD

Photo location:
Singer Plus
showroom at
Banglamotor,
Dhaka
Singer Bangladesh
Limited Annual
Report 2010
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
A Successful Year
for the Company
Page 8
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We,
the Singerians
Commit to
Our Shareholders
to be -
Ethical
Committed
Determined
Fearless
Challenging
Successful
WE ARE PROUD TO BE SINGERIAN
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
Our Mission
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.
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
To be the market leader in our product range and
market segment.
Provide our consumers with the best service
& shopping experience in the country.
Provide our consumers with products of
latest technology.
Develop our employees to achieve their
real potential.
Provide our shareholders with steady asset
growth and return on investment above the
industry norm.
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.
Grow our revenue and profits at a rate
above the industry norm.
Singer Bangladesh Limited Annual Report 2010 | 3 2 Annual Report 2010 Singer Bangladesh Limited |
Company's
Total Revenue
Stood @ Tk. 4.83
billion, an
increase of 9.97%
in Turnover
Y
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.
Singer is today the country's
No. 1 Retail Brand as well as
considered as most respected
company in Bangladesh.
Singer Bangladesh Limited
39, Dilkusha Commercial Area
Dhaka-1000
Bangladesh
www.singerbd.com
Financial Highlights 05
Chairman's Statement 08
Board of Directors 10
Senior Management Team 13
Directors' Report 16
Chief Executive Officer's Review 24
Human Resources 27
Corporate Social Responsibility 29
Financial Review 31
Corporate Governance 35
Risk Management 38
Audit Committee Report 41
Statement of Directors' Responsibility 44
Financial Reports 45
Auditors' Report 46
Statement of Financial Position 47
Comprehensive Income Statement 48
Statement of Changes in Equity 49
Cash Flows Statement 50
Notes to Financial Statements 51
Statement of Value Added 78
ADecade in Perspective 79
Share Information 80
Distribution Network 82
Glossary of Financial Terms 84
AGM Notice 85
Attendance Slip Enclosed
42 07
01
2006 2007 2008 2009 2010
4
,
8
2
9
4
,
3
9
1
4
,
4
3
6
3
,
5
5
6
,
5
2
4
8
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
Singer Bangladesh Limited Annual Report 2010 | 5
2010 2009 2008 2007 2006
Taka Taka Taka Taka Taka
Million Million Million Million Million
Turnover 4,829.02 4,391.26 4,436.13 3,556.41 2,547.87
Operating Profit before Interest & Tax 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
Paid up Capital 224.39 224.39 224.39 166.21 166.21
Revenue Reserve 2,623.51 717.07 522.22 161.23 117.96
Revaluation Reserve 274.06 120.81 120.81 26.98 26.98
Capital Reserve 18.56 18.56 18.56 18.19 18.19
Shareholders' Equity 3,140.52 1,080.83 885.98 372.61 329.34
Property, Plant & Equipment 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
2 1
Dividend per share (Taka) 675 90.00 30.00 35.00 35.00
Earning per Share (Taka) 879.63 176.83 80.22 61.26 70.18
Price Earning Ratio (Times) 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
Number of Shareholders 8,518 4,257 5,973 5,095 5,006
Number of Employees 799 756 736 681 613
1
Stock dividend
2
600% cash and 75% stock dividend
4
Company at a Glance
Growth in shareholders equity
is remarkable in the year 2010
2006
0
500
1000
1,500
2,000
2,500
3,000
3,500
2007 2008
Growth in Shareholders Equity
Sales Increased by
Shops
756
in 2009
271
.
in 2010
in 2010
2009 2010
2009 2010
Annual Report 2010 Singer Bangladesh Limited |
286
9 97
%
799
3 New
Branch
Opening
20.15%
Sales
Increase
22.49%
Sales
Increase
Corporate Directory
6 Annual Report 2010 Singer Bangladesh Limited |
Board of Directors
Chairman
Mahbub Jamil
Managing Director
A. M. Hamim Rahmatullah
Director
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
Company Secretary
Mohammad Sanaullah
Audit Committee
C. K. Hyder (Chairman)
Akhtar Imam
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)
Chief Financial Officer
Akram Uddin Ahmed
Internal Audit Manager
Abu Zafor Md. Kibria
Auditors
Rahman Rahman Huq
Chartered Accountants
Legal Adviser
A. Imam and Associates
Baristers & Advocates
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
Corporate Office
5B, Road No. -126
Gulshan-1, Dhaka-1212
Audit and Wholesale Office
Wahab Complex, 55 Zoar Sahara
Nikunja-2, Dhaka-1219
Singer Manufacturing Complex (SMC)
Rajfulbaria, Jhamur, Savar, Dhaka-1340
Nilphamari 2
Pabna 5
Panchagar 2
Patuakhali 1
Pirojpur 2
Rajbari 1
Rajshahi 8
Rangpur 4
Satkhira 2
Shirajgonj 4
Thakurgaon 2
Bagerhat 1
Barisal 3
Bhola 1
Bogra 11
Borguna 1
Chapainawabgonj 3
Chuadanga 1
Dinajpur 8
Faridpur 4
Gaibandha 3
Gopalgonj 1
Jhalokhati 1
Jessore 5
Jhinaidah 3
Joypurhat 2
Khulna 6
Kushtia 4
Madaripur 2
Magura 1
Manikgonj 2
Meherpur 1
Naogaon 4
Narail 1
Natore 2
Noakhali 6
Shariatpur 1
Sherpur 1
Sunamgonj 2
Sylhet 8
Tangail 4
Bandarban 1
Rangamati 1
Chittagong 30
Brahmanbaria 3
Chandpur 2
Comilla 7
Cox's Bazar 5
Dhaka 52
Feni 3
Gazipur 11
Habiganj 3
Jamalpur 2
Khagrachari 1
Kishoregonj 2
Kurigram 2
Lalmonirhat 2
Laxmipur 2
Moulavi Bazar 5
Munshigang 5
Mymensingh 8
Narayanganj 7
Narshingdi 5
Netrokona 1
Singer Reaches Most of the Parts
of Bangladesh ........ and this is the
Power of the Singer Brand
Singer Bangladesh Limited Annual Report 2010 | 7
9 Singer Bangladesh Limited Annual Report 2010 | 8 Annual Report 2010 Singer Bangladesh Limited |
Equity and Shares:
Board Matters
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.
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.
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A Successful Year for the Company
Chairman's Statement
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.
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.
Key achievements were:
nSales Turnover increased by
9.97% over 2009 and rose to
Tk 4,829 million.
nOperating profit increased
by 20.25 % compared to last
year.
nNet income excluding
profit on disposal of ILFSL
shares was Tk 342.75
Million, i.e. increase of 78.40%
over 2009.
nNet Asset per share increased
by 190.57% compared to
previous year.
nOpened 15 new stores in
different parts of the country.
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). Aremarkable 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.
Business Condition
Investment and Shares
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Dividend
Awards and Recognition
Conclusion
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.
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 un-
appropriated profits and will
increase the capital base of the
Company. The Company has
also retained sufficient profits
for expansion and growth of the
business.
During the year we received the
following awards and
recognitions of our success:
nAnnual Report for 2009 won
the Second Prize of ICAB
National Awards in the
manufacturing sector for
best published accounts
and reports.
nSinger 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.
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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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 Industry-
Southeast Bank Award for
Management Excellence.
Managing Director & CEO
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 (2009-
2011) of Foreign Investors Chamber of
Commerce and Industry (FICCI).
Holds an MBAspecialized 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
Akhtar Imam
Director
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.
Director
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
Sajidur Rahman Khan Gavin J. Walker Peter O'donnell Tobias Brown
Akhtar Imam C. K. Hyder A. M. Hamim Rahmatullah Mahbub Jamil
Akram Uddin Ahmed Mohammad Sanaullah Gelmart Gellecanao
Sajidur Rahman Khan
Gelmart Gellecanao
Director
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.
Director
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.
Mohammad Sanaullah
Akram Uddin Ahmed
Director
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).
AFellow 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.
MBAin Marketing and Post Graduate
Diploma in Personnel Management.
Director
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.
12 Annual Report 2010 Singer Bangladesh Limited | |
Tobias Brown
Peter O'donnell
Gavin J. Walker
Director
Managing Director UCLAsia 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.
Director
Limited on July 13, 2005.
Managing Director of UCLAsia Ltd.,
Director, Singer Asia Ltd. and Singer
(Sri Lanka) PLC. Mr. O'Donnell is an
alumnus of both Harvard College and
Harvard Business School.
Director
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 multi-
brand 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.
13 Singer Bangladesh Limited Annual Report 2010 |
Senior Management Team
pA.M. Hamim Rahmatullah
tSajidur Rahman Khan
tMokbul Ahmed
qMohammad Sanaullah
qAkram Uddin Ahmed
tTanyeem Quarrar
tMokbulla Huda Chowdhury
tMd. Ashgar Hossain
Board of Directors
15
Management Team
t Kazi Rafiqul Islam
tSushil Ch. Sutradhar
Singer Bangladesh Limited Annual Report 2010 | 14 Annual Report 2010 Singer Bangladesh Limited |

Abrarur Rahman u
M. M. Ferdous u
t Md. Nurul Kabir
t A. F. M. Zahid
tMd. Anisur Rahman
tMd. Samiul Islam
tR. E. Dias
Joyanta Kumar Roy u
Salim Ahmed u
A. B. M. Amran u
tMd. Syduzzaman
tG.N.B. Choudhury
tAbu Zafor Md. Kibria
Md. Rafiqul Hassan u
Raziur Rahman u
Gour Chandra Ghosh u
Ahmed Muztaba u
Monzur Murshed u
| Management Team
Reserves
Events subsequent to Balance Sheet
Statutory Payments
Share Information
Directors
Recommendations for Re-election
Tax- holiday reserve of Tk. 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
46Aof 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.
No events have occurred since the balance
sheet date, which would require
adjustment or disclosure in the financial
statements.
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.
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.
Name of the Directors of the Company
and their biographical details are shown
on pages 10 to 12.
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.
Corporate Governance Compliance
Report
Financial Results and Appropriations:
Contribution to the National Exchequer
Dividend
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.
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 2,267,333 479,839
Less: Provision for tax 293,572 83,049
Profit after tax 1,973,761 396,790
Add: Un-appropriated
profit brought forward 647,439 684,040
Transfer 2,080 -
Profit available for
distribution 2,623,280 1,080,830
Less: Appropriations
Interim dividend paid - 134,632
Cash dividend (600%) 1,346,317 67,316
Reserve for bonus share (75%) 168,290 -
Total Appropriation 1,514,607 201,948
Un-appropriated profit C/F 1,108,673 878,882
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.
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.
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/2006-
158/Admin/02-08 dated
February 20, 2006.
Principal Activities
Review of Business
Property, Plant and Equipment
Market Value of Freehold Properties
Investments in Associate Companies
Directors' Responsibilities for Financial
Statements
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.
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.
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.
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.
During the year under review, the
Company sold out its entire Share
holdings of International Leasing and
Financial Services Limited (ILFSL).
The Statement of the Directors'
Responsibilities for financial statements is
given on page 44 of this report.
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) 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.
(b) Proper books of accounts of the
Company have been maintained.
(c) Appropriate accounting policies
have been consistently applied in
preparation of the financial
statements and the accounting
estimates are based on reasonable
and prudent judgment.
(d) The International Accounting
Standards, as applicable in
Bangladesh, have been followed in
the preparation of the financial
statements.
(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.
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 re-
appointment.
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.
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.
Donations
| Directors' Report
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19 Singer Bangladesh Limited Annual Report 2010 | 18 Annual Report 2010 Singer Bangladesh Limited | | Directors' Report | Directors' Report
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Appointment of Auditors
Human Resources
Going Concern
Compliance with Laws and Regulations
Environmental Protection
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 re-
appointment 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.

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.
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.
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.
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.
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
Managing Director
Mohammad Sanaullah
Company Secretary
Dhaka, March 15, 2011
Conclusion
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.
Annexure-I
Status of compliance with the conditions imposed by the Commission's Notification No. SEC/CMRRCD/2006-158/Admin/02-08
th
dated 20 February 2006 issued under section 2CC of Securities and Exchange Ordinance 1969:
1.1
1.2(i)
1.2(ii)
1.3
1.4(a)
1.4(b)
1.4(c)
1.4(d)
1.4(e)
1.4(f)
1.4(g)
1.4(h)
1.4(i)
1.4(j)
1.4(k)
2.1
2.2
3.00
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Condition
No Title Compliance status
Explanation for
non-compliance
with the condition
Boards Size
(number of Directors - minimum 5 and maximum 20)
Independent Directors (at least one tenth of Directors
should be Independent Directors)
Independent Directors Appointment
(should be appointed by the elected Directors)
Chairman & Chief Executive Officer
(preferably be different)
Directors Report on Financial Statements
(fairness of financial statements)
Books of Accounts
(maintenance of proper books of accounts)
Accounting Policies (application of appropriate
accounting policies & estimates)
IAS Applicable in Bangladesh
(application & adequate disclosure for any departure)
System of Internal Control
(efficiency of internal control system)
Going Concern (ability to continue as a going concern)
Deviations in Operating Results (highlighting
significant deviations from last year in operating result)
Key Operating and Financial Data (summarized
financial data of at least preceding three years)
Declaration of Dividend
Number of Board Meetings (no. of Board Meetings
held and attendance by each director)
Pattern of Shareholding
(disclosing aggregate number of shares)
Appointment of CFO, HIA& CS and defining
their roles, responsibilities & duties
Board Meeting Attendance
(CFO & CS should attend except agenda relating to them)
Audit Committee
(should have an audit committee as a
sub-committee of the Board of Directors)
21 Singer Bangladesh Limited Annual Report 2010 | 20 Annual Report 2010 Singer Bangladesh Limited | | Directors' Report
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Audit Committee Meeting and attendance during the year
ended 31 December 2010
Meeting held
while a member
5
5
5
No. of meetings
attended
5
5
5
Board Meeting and attendance during the year ended 31 December 2010
Name of Directors
Mr. Mahbub Jamil
Mr. A. M. Hamim Rahmatullah
Mr. Akhtar Imam
Mr. C. K. Hyder
Mr. Tobias Brown
Mr. Peter James ODonnell
Mr. Gavin Walker
Mr. Sajidur Rahman Khan
Mr. Gelmart M. Gellecanao
Mr. Mohammad Sanaullah
Mr. Akram Uddin Ahmed
Meeting held while a member
12
12
12
12
12
12
12
12
3
3
3
No. of meetings attended in
person/alternates
12
12
11
11
0
0
6
12
0
3
3
Name of Members
Mr. C. K. Hyder
Mr. Akhtar Imam
The pattern of shareholding
Name of Shareholders
Mr. Mahbub Jamil
Mr. Akhtar Imam
Mr. C. K. Hyder
Mr. Sajidur Rahman Khan
Mr. Mohammad Sanaullah
Mr. Akram Uddin Ahmed
Ms. Nahar Jamil
Ms. Humayra Hamim
Ms. Perveen Ahmed
Ms. Salma Aktar
Ms. Arifa Salzana Hemon
i) Parent / Subsidiary/Associate Companies
Singer Bhold B. V.
Singer Bhold B.V.- Bangladesh Management
ii) Directors, Company Secretary, Chief Financial Officer, Head
of Internal Audit and their spouses and minor children
iii) Executives
Mr. Mokbul Ahmed
iv) Shareholders Holding Ten Percent or More Voting Interest
Singer Bhold B. V.
Singer Bhold B.V. - Bangladesh Management
Status
-
-
W/o. Mr. Akram Uddin Ahmed
55%
20%
Chairman
Managing Director
Director
Director
Director
Director
Director
W/o. Mr. Mahbub Jamil
W/o. Mr. A. M. Hamim Rahmatullah
W/o. Mr. Akhtar Imam
W/o. Mr. Mohammad Sanaullah
Shares Held
at 01 Jan 10
1,234,124
448,607
62
10
73
6
5
17
-
283
43
13
14
-
40
1,234,124
448,607
Shares Held
at 31 Dec 10
1,234,124
448,607
62
10
73
6
5
17
5
283
43
13
14
120
40
1,234,124
448,607
Annexure-II
Annexure -III
3.1(i)
3.1(ii)
3.1(iii)
3.2(i)
3.2(ii)
3.3.1(i)
3.3.1(ii)(a)
3.3.1(ii)(b
3.3.1(ii)(c)
3.3.1(ii)(d
3.3.2
3.4
4.00(I)
4.00(ii)
4.00(iii)
4.00(iv)
4.00(v)
4.00(vi)
4.00(vii)
Complied
Complied
Complied
Complied
Complied
Complied
Not Applicable
Complied
Not Applicable
Not Applicable
Not Applicable
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Condition
No Title Compliance status
Explanation for
non-compliance
with the condition
Composition of Audit Committee
(should be composed of at least three members)
Audit Committee Members Appointment
(members should nominate by the Board with at
least one Independent Director)
Terms of Service of Audit Committee
(Board to ensure continuity of minimum
prescribed number of members)
Chairman of Audit Committee
(Board to select Chairman from Audit Committee)
Audit Committee Chairmans Qualification
(professional qualification and experience of the Chairman)
Reporting to the Board of Directors
Report of Conflict of Interest
Defect in the Internal Control System to the Board of Directors
Suspected Infringement of Laws to the Board of Directors
Any Other Matter (out of the above, a:c)
Reporting to the Authorities-SEC
(if any material impact on the financial condition & results of
operation, unreasonably ignored by the management)
Reporting to the Shareholders (disclosure of activities of the
audit committee in the annual report.
Appraisal or Valuation Services
(none by the external/statutory auditor)
Financial Information System
Book Keeping or Other Services
Broker-dealer Services
Actuarial Services
Internal Audit Services
Any other Services
22 23 Singer Bangladesh Limited Annual Report 2010 | Annual Report 2010 Singer Bangladesh Limited |
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 FIFAFootball World Cup
was a bright spot which saw
significant sales of televisions
in June and July.
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 on-
going 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.

Cost Control Strategy
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.
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 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.
White Goods
Singer Bangladesh markets five brands,
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.
Market Performance
Distribution Channels
Review of Operations by Product
Category
Singer Bangladesh Performed Well in 2010
Owing to the Austerity Measures
| Chief Executive Officer's Review
Chief Executive Officer's
Review
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.
Industry Overview
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.
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%.
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.

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.
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.
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.
Motorcycle
In 2010 the company extended
its motor cycle line up by
introducing a stylish 125 cc
capacity motor bike.
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.
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
Service Product
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
Company Believes in Equal Employment
Opportunity in Workplace
| Chief Executive Officer's Review
Aqualified 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.
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.
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.
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.
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.
Objectives
Working Environment
Equal Opportunity
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.
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.
Employee Consultation
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.
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.
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.
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.
Managing Director & CEO
Enterprise Resource Planning (ERP)
Conclusion
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:
Employee Statistics 2010
Management
Key & Sr. Managers 10
Middle Manager 33
Junior Manager 54
97
Supervisor & Clerical
Supervisory Staff 86
Credit Inspectors 42
Clerical 55
183
Manufacturing
Production
Employees 205
Drivers 13
Other Staffs 45
263
Other Grades
Shop Manager 256
Total 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
employees based in around the country
and it is the sum of their individual efforts
that underlies our success.

Your company is committed to the
development of its employees for the
benefit of the Company and the
individual. Awide 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 in-
house & external trainings both at home
and abroad.
Training session and attendee of 2010 can
be summarized as follows:
Training
Category session Attendee
Training at abroad 2 4
External
Training at Home 12 124
In-house training 24 529
Singer regards the support and
development of our human resources as a
key investment in its future.
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.
Employee's Development
Conclusion
Human Resources Strength
2010 2009 2008 2007 2006
Key & Senior Management 10 12 13 11 11
Middle Mgt 33 32 36 35 32
Jr. Mgt 54 57 63 59 54
Non Mgt 702 655 624 576 516
Total 799 756 736 681 613
Grooming up the Little Stars
| Human Resources
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.
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.
Grooming Up the Little Star

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
Accounting Policies
Revenue
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.
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.
Gross Profit
Operating Profit
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.
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.
Non-operating Income
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 non-
operating income.
- 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.
On Saturday approximately 300 and on
each of the remaining days of the week 50
persons frequents this medical centre for
medical assistance.
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.
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.
Singer Sewing 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.
Financial Results Improved
with Higher Profitability
| Corporate Social Responsibility
Financial Review
Revenue
Tk. Billion
2006 2007 2008 2009 2010
0
1
2
3
4
5
Profit before Tax
Tk. Million
2006 2007 2008 2009 2010
0
500
1000
1500
2000
2500
Interest Expenses
Tk. Million
2006 2007 2008 2009
2010 0
50
100
150
200
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.
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.
Income Tax
Net Profit for the Year
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.
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).
Earnings per Share
Price Earning Ratio
Share Value
Return on Equity
Non-Current Assets
The Company's earnings per share (EPS)
for the year under review were Taka
879.63 vs. Taka 176.83 in 2009.
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.
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 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.
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.
Current Assets
Total Assets
Total Equity
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.
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 non-
current 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.
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 Liabilities
Current Liabilities
Operating Cash Flow
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.
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 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.
| Financial Review | Financial Review
Profit after Tax
Tk. Million
2006 2007 2008 2009 2010
0
500
1000
1500
2000
Earning per Share
Taka
2006 2007 2008 2009 2010
0
250
500
750
1000
Shareholders' Equity
Tk. Million
2006 2007 2008 2009 2010
0
500
1000
2000
2500
3500
1500
3000
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 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 Board
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.
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 decision-
making at all levels of the Company and
strategic recommendations on material matters
flow to the Board for decision.
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.
Board Meetings
Board Independance
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 Non-
Executive 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.
Investment 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).
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.
Follows the Principles of
Transparency and Accountability
Financing Cash Flow
Cash and Cash Equivalents
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.
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.
| Financial Review
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.
2006 2007 2008 2009 2010
Dividend per Share
Taka
0
200
400
600
800
Dividend Paid
Tk. Million
2006 2007 2008 2009 2010
0
400
800
1200
1600
Net Assets per Share
Taka
2006 2007 2008 2009 2010
0
300
600
900
1200
1500
Return on Average Net Assets
%
2006 2007 2008 2009 2010
0
12
24
36
48
60
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.
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.
Remuneration Committee
Nomination Committee
Reporting by the Committees to the Board
Other Committees
Management Committee
Business Development Committee
Inventory Monitoring 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.
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.
Besides the Board committees Management
established other functional committees in order
to operate and look after the day to day
operations. Those committees are:
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.
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 monitors the
inventory position of the Company vis--vis
sales and recommends procurement in line with
the corporate plan, sales forecast and stock-in-
transit. Slow moving and obsolete items are
identified and speedy measures are initiated for
disposal of these inventories.
Responsibilities to Customers
Financial Reporting and Transparency
Internal Controls
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 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.
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.
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.
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.
Aproperly 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.
Compliance with the Law
Code of Ethics for Employees
Risk Management
Shareholders Relations
Going Concern
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.
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.
| Corporate Governance | Corporate Governance
Board Committees
Audit Committee
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.
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.
39
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
Reporting
Internal, External and Corporate Audit
Management Information
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.
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.
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.
Information collection and timely
reporting play key roles in risk
monitoring. If this information is
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..
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.
The operational risk category includes
labor-related risks, which are managed
through the operations of a grievance
handling procedures.
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.
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. Asufficient
spares helps to mitigate repair and
maintenance related product risk, while
Continuity Assurance
Labour Risk
Assets Risk
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 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.
Adiversified 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 Company-
owned brands, from a vital part of our
marketing activities.
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.
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
Market Risk
Product Risk
Competitors and Pricing
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.
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.
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.
Suppliers
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.
Singer Bangladesh Limited Annual Report 2010 | 38 Annual Report 2010 Singer Bangladesh Limited |
Managing Risks with Multiple
Management Processes
| Risk Management
Credit Risk
Exchange Rate 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.
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
Liquidity Risk
Governance Risk
Legal Risk
Information Risks
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 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.
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.
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.
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.
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.
This final category covers risks arising
from large external factors such as socio-
economic 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.
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.
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.
Other Risks
Caveat
Singer Bangladesh Limited Annual Report 2010 | 41 40 Annual Report 2010 Singer Bangladesh Limited | | Risk Management
Audit Committee Report
Composition of the Audit Committee
Role of the Committee
Meeting and attendance
Activities 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.
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.
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.
The Committee carried out the following
activities during the financial year ended
December 31, 2010:
Financial Results
Internal Audit
External Audit
nReviewed the quarterly, half yearly
and interim financial statements of
the Company prior to recommending
them for the approval by the Board.
nReviewed 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.
nReviewed the annual audit plan for
adequacy of scope and
comprehensive coverage on these
activities of the Company.
nReviewed the audit programs
resource requirements for the year
and assessed the performance of the
internal audit functions.
nReviewed 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.
nMonitored the implementation of the
audit recommendations to ensure that
all key risks and controls have been
addressed properly.
nThe 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.
nReviewed the
performance of the
external auditors and
made recommendation to
the Board on their
appointment and fees.
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.
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
Internal Control
Recommendation
Modern Life Begins at Singer Plus
Statement of Director's Responsibilities for
Financial Statements
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
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.
By order of the Board
Singer Bangladesh Ltd.
A. M . Hamim Rahmatullah
Managing Director
Mohammad Sanaullah
Company Secretary
Dhaka, March 15, 2011
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
Singer Bangladesh Limited Annual Report 2010 |
Financial Reports
Interim Financial Statements to
SEC, Dhaka & Chittagong Stock Exchange
For the Three Months ended 31 March 2010 (unaudited)
For the Nine Months ended 30 September 2010 (unaudited)
April 2010
October 2010
Annual Report 2009 - Published
10th April 2010
Thirtieth Annual General Meeting
28th April 2010
Dividend Paid
10th May 2010
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
Financial Calendar 2010
Annual Report & Annual General Meeting
Annual Report 2010 Approved
15 March 2011
Proposed Financial Calendar - 2011/12
For the Three Months ending 31 March 2011 (unaudited)
For the Nine Months ending 30 September 2011 (unaudited)
For the Half Year ended 30 June 2011 (unaudited)
Thirty Sec Annual General Meeting ond
April 2011
July 2011
October 2011
April/May 2012
Thirty F st Annual General Meeting ir
Dividend Payable
27th April 2011
May 2011
For the Half Year ended 30 June 2010 (unaudited)
July 2010
2010 2009
Notes Taka Taka
Assets
Non-current assets:
Property, plant and equipment 4 655,887,492 472,463,387
Investments 5 4,416,700 328,580,882
Total non-current assets 660,304,192 801,044,269
Current assets:
Inventories 6 1,009,211,317 740,366,128
Trade and other receivables 7 542,510,111 453,377,365
Advances, deposits and prepayments 8 157,878,215 124,979,073
Investment in short term deposit 9 267,000,000 -
Cash and cash equivalents 10 1,482,168,592 69,615,459
Total current assets 3,458,768,235 1,388,338,025
Total assets 4,119,072,427 2,189,382,294
Equity and liabilities
Shareholders' equity:
Share capital 11 224,386,200 224,386,200
Reserves 12 292,851,005 141,688,010
Retained earnings 2,623,280,510 714,756,256
Total equity 3,140,517,715 1,080,830,466
Non-current liabilities:
Term loan 13 - 80,202,477
Deferred tax liabilities 14 40,383,928 6,282,361
Retirement benefit obligations 15 43,506,411 41,094,369
Other liabilities 16 320,438,413 306,980,203
Total non-current liabilities 404,328,752 434,559,410
Current liabilities:
Trade and other payables 17 529,974,431 439,807,282
Short-term borrowings (secured) 18 3,281,569 234,444,603
Income tax payable, net 19 40,969,960 (259,467)
Total current liabilities 574,225,960 673,992,418
Total liabilities 978,554,712 1,108,551,828
Total equity and liabilities 4,119,072,427 2,189,382,294
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.
Statement of Financial Position as at 31 December 2010
A. M. Hamim Rahmatullah Akhtar Imam Mohammad Sanaullah
Managing Director Director Company Secretary
As per our report of same date.
Dhaka, 16 March 2011 Auditors
Rahman Rahman Huq
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.
Auditors Report to the Shareholders
of Singer Bangladesh Limited
Annual Report 2010 Singer Bangladesh Limited | 46
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) 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;
b) 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;
c) 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
d) the expenditure incurred was for the purposes of the
company's business.
Dhaka, 16 March 2011
2010 2009
Notes Taka Taka
Sales 4,693,875,115 4,261,076,215
Earned carrying charges 135,142,526 130,184,466
Turnover 20 4,829,017,641 4,391,260,681
Cost of sales 21 (3,597,485,580) (3,289,986,387)
Gross profit 1,231,532,061 1,101,274,294
Operating expenses 22 (733,357,461) (686,981,460)
Profit from operations 498,174,600 414,292,834
Interest income/(expense) 23 2,181,148 (125,988,258)
Non-operating income: 24 1,886,310,272 213,813,279
Profit for the year 2,386,666,020 502,117,855
Contribution to Workers' Profit Participation Fund (WPPF) 25 (119,333,301) (22,278,286)
Profit before tax 2,267,332,719 479,839,569
Provision for tax 26 (293,572,361) (83,048,600)
Net profit for the year 1,973,760,358 396,790,969
Other comprehensive income:
Gain on revaluation of property, plant and equipment 153,242,751 -
Total comprehensive income 2,127,003,109 396,790,969
Earnings per share 32 879.63 176.83
Basic earnings per share (par value Tk 100)
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.
Statement of Comprehensive Income for theYear Ended 31 December 2010
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Managing Director Director Company Secretary
As per our report of same date.
Dhaka, 16 March 2011 Auditors
Rahman Rahman Huq
Notes to the Financial Statements as at and for the Year Ended 31 December 2010
1. 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.
2. Basis of preparation
2.1 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.
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.
Title of relevant BAS/BFRS Effective and application date
BAS 1: Presentation of Financial Statements (revised 2008) 1 January 2010
BAS 32: Financial Instruments: Presentation 1 January 2010
BAS 39: Financial Instruments: Recognition and Measurement 1 January 2010
BFRS 7: Financial Instruments: Disclosures 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:
2010 2009
Taka Taka
Cash flow from operating activities
Receipts from turnover and other income 4,721,264,086 4,586,764,147
Payments for supply of goods and services (4,570,384,567) (3,417,214,975)
Interest received/(paid) on deposits/borrowings 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
Cash flow from investing activities
Purchase of property, plant and equipment (36,473,903) (39,482,533)
Investment in short term deposit (267,000,000) -
Dividend received from investment in CDBL 100,000 17,077,500
Receipts from disposal of share of associate 2,048,607,518 208,157,870
Proceeds from sale of property, plant and equipment 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)
Payment of dividend (53,786,908) (161,570,187)
(365,152,419) (1,162,975,964)
Net increase in cash during the year 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
Statement of Cash Flows for the Year Ended 31 December 2010
Note 6 Inventory valuation
Note 7.2 Bad debt provision
Note 14 Deferred tax liabilities
Note 17 Trade and other payables
Note 26 Provision for tax
2.6 Reporting period
The financial period of the Company covers one year from 1 January to 31 December.
3. 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 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.
3.2 Financial instruments
Afinancial 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.
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.
Financial assets include cash and cash equivalents, accounts receivable, and long term receivables
and deposits.
(a) 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.
(b) 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.
3.2.2 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.
Financial liabilities include finance lease obligations, loans and borrowings, accounts payables and
other payables.
(a) 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.
3.3 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.
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:
2010 2009
Building-Office 10% 10%
Building-Factory 20% 20%
Leasehold improvements 10% 10%
Plant and machinery 20% 20%
Motor vehicles 20% 20%
Furniture and fixtures 10% 10%
Equipment and tools 20% 20%
3.4 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.
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
3.5 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.
Inventories consist of raw materials, work-in-process and finished goods.
3.6 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
Aprovision 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.
3.10.1 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.
3.11 Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit and
loss account.
3.11.1 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.
3.11.2 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
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.
Adeferred 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.
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 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).
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 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.
3.13.3 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.
3.14 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
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 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.
3.14.3 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.
3.15 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.
3.16 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.
3.17 Segment reporting
Asegment 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.
3.18 Cash flow statement
Cash flows from operating activities have been presented under direct method.
3.19 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.
4 Property, plant and equipment as at 31 December 2010
a) Cost
Cost Depreciation Written
Disposal/ Disposal/ down value
As at Addition transfer As at As at Charged transfer As at as at
1 January during during 31 December 1 January during during 31 December 31 December
Particulars 2010 the year the year 2010 2010 the year the year 2010 2010
Taka Taka Taka Taka Taka Taka Taka Taka Taka
Land 25,488,545 100,000 - 25,588,545 - - - - 25,588,545
Building-Office 35,349,739 - - 35,349,739 14,195,532 2,115,421 - 16,310,953 19,038,786
Building-Factory 85,949,108 - - 85,949,108 60,881,237 5,013,574 - 65,894,811 20,054,297
Leasehold improvements:
Office 13,454,136 439,637 - 13,893,773 6,126,075 776,770 - 6,902,845 6,990,928
Shops 166,873,504 17,374,786 - 184,248,290 70,054,553 11,419,374 - 81,473,927 102,774,363
180,327,640 17,814,423 - 198,142,063 76,180,628 12,196,144 - 88,376,772 109,765,291
Plant and machinery 128,910,455 - - 128,910,455 84,427,043 8,896,682 - 93,323,725 35,586,730
Motor vehicles 45,697,114 6,504,834 (3,075,000) 49,126,948 28,051,208 4,683,348 (2,340,997) 30,393,559 18,733,389
Furniture and fixtures 18,609,596 496,243 - 19,105,839 7,678,132 1,142,771 - 8,820,903 10,284,936
Equipment and tools 99,542,904 10,489,154 (799,312) 109,232,746 53,266,356 11,292,854 (497,877) 64,061,333 45,171,413
619,875,101 35,404,654 (3,874,312) 651,405,443 324,680,136 45,340,794 (2,838,874) 367,182,056 284,223,387
Capital work in
progress (Note 4.1) 35,133,967 22,319,457 (21,250,207) 36,203,217 - - - - 36,203,217
Sub-total (a) 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
b) Revaluation
Revaluation Depreciation Written
Land 142,134,455 79,637,000 - 221,771,455 - - - - 221,771,455
Building - 113,689,433 - 113,689,433 - - - - 113,689,433
Sub-total (b) 142,134,455 193,326,433 - 335,460,888 - - - - 335,460,888
The revaluation in 2010 was performed by Asian Surveyors Ltd following current cost accounting method.
Property, plant and equipment at cost and revaluation:
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
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
Transferred
Balance Addition to property, Balance
as at during plant and as at
1 Jan 2010 the year equipment 31 Dec 2010
Taka Taka Taka Taka
Leasehold improvement 6,572,383 12,294,501 (17,814,423) 1,052,461
Equipment and tools - 3,435,784 (3,435,784) -
Enterprise resource planning (hardware portion) 28,561,584 6,589,172 - 35,150,756
35,133,967 22,319,457 (21,250,207) 36,203,217
4.2 Property, plant and equipment as at 31 December 2009
a) Cost
Cost Depreciation Written
As at Addition transfer As at As at Charged transfer As at As at
Land 25,488,545 - - 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
Building-Factory 85,949,108 - - 85,949,108 54,614,269 6,266,968 - 60,881,237 25,067,871
Leasehold improvements:
Office 12,696,342 1,020,230 (262,436) 13,454,136 5,561,432 814,229 (249,586) 6,126,075 7,328,061
Shops 145,512,736 21,360,768 - 166,873,504 59,296,892 10,757,661 - 70,054,553 96,818,951
158,209,078 22,380,998 (262,436) 180,327,640 64,858,324 11,571,890 (249,586) 76,180,628 104,147,012
Plant and machinery 134,039,338 - (5,128,883) 128,910,455 77,696,380 11,120,852 (4,390,189) 84,427,043 44,483,412
Motor vehicles 47,438,896 - (1,741,782) 45,697,114 24,668,079 4,411,477 (1,028,348) 28,051,208 17,645,906
Furniture and fixtures 18,659,373 116,814 (166,591) 18,609,596 6,564,346 1,214,607 (100,821) 7,678,132 10,931,464
Equipment and tools 90,378,320 11,223,794 (2,059,210) 99,542,904 43,277,139 11,569,137 (1,579,920) 53,266,356 46,276,548
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) 29,373,040 16,099,964 (10,339,037) 35,133,967 - - - - 35,133,967
Sub-total (a) 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
b) Revaluation
Revaluation Depreciation Written
Land 142,134,455 - - 142,134,455 - - - - 142,134,455
Sub-total (b) 142,134,455 - - 142,134,455 - - - - 142,134,455
Property, plant and equipment at cost and revaluation:
As at 31 December
2009 (a+b) 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
4.2.1 Capital work in progress
Transferred
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
Leaseholds improvement 8,783,279 4,219,103 (6,429,999) 6,572,383
Enterprise resource planning (hardware portion) 20,589,761 11,880,861 (3,909,038) 28,561,584
29,373,040 16,099,964 (10,339,037) 35,133,967
5. Investments 2010 2009
Taka Taka
Investment in International Leasing and Financial Services Ltd (ILFSL) (Note 5.1) - 327,580,882
Investment in Central Depository Bangladesh Ltd (CDBL) 4,416,700 1,000,000
4,416,700 328,580,882
5.1 During the year the entire investment has been disposed off.
6. Inventories
Finished goods 882,376,107 619,073,264
Raw materials:
In hand 62,340,437 88,624,381
In transit 82,183,719 48,017,381
144,524,156 136,641,762
Work-in-process 13,433,906 3,998,394
1,040,334,169 759,713,420
Provision for obsolescence of inventories (31,122,852) (19,347,292)
1,009,211,317 740,366,128
In view of innumerable items of inventory and diversified units of measurement, it is not feasible to disclose
quantities against each item.
7. Trade and other receivables
Hire receivable from customers (Note 7.1) 716,824,382 684,280,919
Unearned carrying charges (254,155,542) (257,880,262)
462,668,840 426,400,657
Provision for doubtful debts (Note 7.2) (22,634,044) (21,045,391)
440,034,796 405,355,266
Add: Receivables from dealers 70,555,149 42,979,452
Trade receivables 14,595,997 10,800,690
Provision for doubtful debts (Note 7.2) (13,495,235) (14,025,969)
71,655,911 39,754,173
Receivable from employees 5,589,687 8,267,926
Other receivables 27,129,717 -
Provision for doubtful debts (Note 7.2) (1,900,000) -
542,510,111 453,377,365
2010 2009
Taka Taka
7.1(a) Ageing of accounts receivable (hire receivable)
Due within 3 months 293,082,959 285,938,552
Due over 3 months but within 6 months 232,928,588 220,338,151
Over 12 months 2,320,330 3,417,892
716,824,382 684,280,919
Taka Taka
7.1(b) Particulars of trade debtors
Secured-considered good:
Debts due within 6 months 503,377,503 485,231,312
Debts due over 6 months 190,812,835 178,004,216
694,190,338 663,235,528
Secured-considered doubtful: 22,634,044 21,045,391
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 - -
716,824,382 684,280,919
7.2 Provision for doubtful debts
Opening balance 35,071,360 26,561,468
Provision for the year 23,961,125 29,847,884
59,032,485 56,409,352
Written-off during the year (21,003,206) (21,337,992)
Closing balance 38,029,279 35,071,360
8. Advances, deposits and prepayments
Advances to:
Current accounts with shops 12,830,469 8,045,988
Car loan - employees 320,000 440,000
Employees against expenses 523,991 106,136
Advance to others (Note 8.1) 26,892,037 1,815,642
40,566,497 10,407,766
Deposits - Security deposits 11,528,251 10,505,251
Prepayments 105,783,467 104,066,056
157,878,215 124,979,073
8.1. Advance to others
L/C margins, charges and insurance against traded goods 26,887,685 1,810,371
Postage franking machine 4,352 5,271
26,892,037 1,815,642
9. Investment in short term deposit
Standard Chartered Bank 89,000,000 -
Citibank, N.A. 89,000,000 -
Commercial Bank of Ceylon Plc 89,000,000 -
267,000,000 -
10. Cash and cash equivalents
Cash in hand 334,515 234,022
Cash at bank 122,413,515 37,818,114
Short term deposit 1,308,847,425 -
Cash in transit 50,573,137 31,563,323
1,482,168,592 69,615,459
2010 2009 2010 2009
Taka Taka
11. Share capital
Authorised:
4,000,000 ordinary shares of Tk 100 each 400,000,000 400,000,000
Issued, subscribed and paid up:
2,567 ordinary shares of Tk 100 each issued for cash 256,700 256,700
10,258 ordinary shares of Tk 100 each issued for consideration other than cash 1,025,800 1,025,800
2,231,037 ordinary shares of Tk 100 each issued as fully paid-up bonus shares 223,103,700 223,103,700
224,386,200 224,386,200
Shareholdings (number of shares):
Singer Bhold BV, The Netherlands 1,234,124 1,234,124
Singer Bhold BV, The Netherlands - Bangladesh Management 448,607 448,607
Local shareholders 561,131 561,131
2,243,862 2,243,862
Percentage and value of shareholdings:
Percentage of shareholdings Value in Taka
2010 2009 2010 2009
Singer Bhold BV, The Netherlands 55 55 123,412,400 123,412,400
Singer Bhold BV, The Netherlands
- Bangladesh Management 20 20 44,860,700 44,860,700
Local shareholders 25 25 56,113,100 56,113,100
100 100 224,386,200 224,386,200
Classification of shareholders by holding:
Number of holders Total holding (%)
Holdings 2010 2009 2010 2009
Less than 500 shares 8,371 4,169 11.28 5.60
500 to 5,000 shares 135 72 6.88 4.35
5,001 to 10,000 shares 5 2 1.60 0.70
10,001 to 20,000 shares 3 7 1.86 3.89
20,001 to 30,000 shares - 2 - 2.22
30,001 to 40,000 shares 1 - 1.47 -
40,001 to 50,000 shares 1 - 1.91 -
50,001 to 100,000 shares - 3 - 8.24
100,001 to 1,000,000 shares 1 1 20.00 20.00
Over 1,000,000 shares 1 1 55.00 55.00
8,518 4,257 100.00 100.00
12. Reserves
Tax holiday reserve (Note 12.1) - 2,079,756
Non-remittable special capital reserve (Note 12.2) 370,178 370,178
Non-distributable special reserve (Note 12.3) 232,847 232,847
Revaluation reserve (Note 12.4) 274,057,038 120,814,287
Capital reserve (Note 12.5) 18,190,942 18,190,942
292,851,005 141,688,010

12.1. 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 46Aof 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.
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. 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.
12.5. Capital reserve
This represents capital gain on disposal of factory land and building in Chittagong in 2003.
13. Term loan
The term loan has been fully repaid during 2010.
2010 2009
Taka Taka
14. Deferred tax liabilities
Deferred tax assets (Note 14.1) (29,471,415) (26,025,631)
Deferred tax liabilities (Note 14.2) 69,855,343 32,307,992
40,383,928 6,282,361
14.1. Deferred tax assets
Provision for bad debts (9,412,247) (8,680,162)
Reserve against inventory (7,702,906) (4,788,455)
Provision for gratuity (10,767,836) (10,170,856)
Reserve for warranty (1,588,426) (2,386,158)
(29,471,415) (26,025,631)
14.2. Deferred tax liabilities
Property, plant and equipment 8,451,490 10,987,824
Revaluation of freehold land and building 61,403,853 21,320,168
69,855,343 32,307,992
The amounts of deferred tax assets and liabilities have been netted off as permitted by BAS 12.
15. Retirement benefit obligations
Opening balance 41,094,369 46,108,821
49,844,369 53,108,821
Payments during the year (6,337,958) (12,014,452)
Closing balance 43,506,411 41,094,369
2010 2009
Taka Taka
16. Other liabilities
Current account (78) (78)
Dividend account:
Opening balance 306,500,291 266,125,661
Addition during the year 13,458,210 40,374,630
Closing balance 319,958,501 306,500,291
Blocked account 479,990 479,990
320,438,413 306,980,203
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.
17. Trade and other payables
Royalty (Note 3.10.1) 37,526,906 40,331,708
For supplies (Note 17.1) 67,026,625 66,456,235
For expenses (Note 17.2) 245,507,239 152,200,209
For other finance (Note 17.3) 179,913,661 180,819,130
529,974,431 439,807,282
17.1. For supplies
Accounts payable - trade 58,945,227 59,338,638
Construction of building/decoration etc. 2,521,750 2,927,822
Freight and carriage and technicians bills payable 5,559,648 4,189,775
67,026,625 66,456,235
17.2. For expenses
Advertisement and sales promotion 28,642,759 43,149,939
Workers' profit participation fund allocation 119,333,301 22,278,286
Reserve for allowable loss - 52,001
Performance awards 14,681,482 21,248,954
Warranty expenses 6,417,882 9,641,044
Interest 2,200,000 3,300,000
Reserve for early closing of hire sales 37,738,522 23,287,815
Collecting commission 2,907,535 2,707,535
Car maintenance, telephone, etc 1,078,459 661,259
Selling commission 7,527,687 8,869,225
Professional and technical fees 1,637,000 1,327,831
Utilities 2,625,000 2,250,000
Audit fee - statutory 225,000 225,000
Salary and benefits 5,161,769 1,249,673
Postage and stationery 61,865 91,640
Shop rent 15,268,978 11,860,007
245,507,239 152,200,209
2010 2009
Taka Taka
17.3 For other finance
Security deposits from agents and dealers 88,542,116 81,344,244
Employees provident fund 22,643,626 19,392,662
VAT payable - realised from customers 55,874,610 39,896,435
Withholding taxes 4,944,543 4,468,489
Extended warranty, etc. 5,589,670 8,025,778
Advance from customers 500,469 26,838,845
Others 1,780,226 820,336
Dividend payable 38,401 32,341
179,913,661 180,819,130
18. Short-term borrowings - Secured
Bank overdrafts 3,281,569 191,375,652
Current portion of term loan - 43,068,951
3,281,569 234,444,603
These overdrafts are secured by collateralisation of hypothecation of Company's inventory, plant and machinery and
receivables.
19. Income tax payable, net
Opening balance (259,467) (22,921,795)
Payments during the year (258,325,052) (59,012,992)
(258,584,519) (81,934,787)
Adjustment for previous years 29,625,995 -
Closing balance 40,969,960 (259,467)
The closing balance represents income tax payable, net of advance income tax (AIT) paid during the year.
20. Turnover
Refrigerator 2,375,955,495 2,265,500,626
Television 1,041,584,915 878,522,601
Motor cycle 60,256,501 123,849,922
Sewing machine 155,770,153 103,385,754
Air conditioner 371,560,754 329,693,842
Fan 64,954,273 18,337,828
Microwave and electric oven 48,321,079 41,404,722
IPS 179,849,598 93,799,544
Electric iron 11,292,395 13,213,468
Washing machine 17,205,734 18,890,472
Radio cassette recorder 251,676 822,764
DVD player 12,755,753 15,296,493
Kitchen appliances 9,834,245 8,909,908
Mobile phone 95,991 35,099
Rice cooker 10,739,486 35,810,102
Pressure cooker 244,895 -
Voltage stabilizer 5,696,596 6,560,057
Gas burner 1,959,955 2,898,895
Computer 122,818,585 87,936,609
Electric kettle 4,048,681 3,884,739
Emergency light 36,484 583,385
Vacuum cleaner 109,714 121,020
Water heater 1,462,375 1,440,208
Ceramic heater 384,586 1,074,583
Generator 186,049 4,400,665
Cables 320,317,802 313,453,087
Others 11,323,871 21,434,288
4,829,017,641 4,391,260,681
2010 2009
Taka Taka
21. Cost of Sales
Opening stock of raw materials 136,641,762 194,137,142
Purchased during the year 639,798,423 695,109,748
Closing stock of raw materials (144,524,156) (136,641,762)
Raw materials consumption (Note 21.1) 631,916,029 752,605,128
Depreciation (Note 4) 18,021,784 21,878,757
Factory salaries and wages 29,478,747 31,641,458
Freight and carriage 25,669,379 32,298,858
Consumable stores 3,633,369 4,024,810
Repairs and maintenance 2,005,244 1,388,203
Bonus 2,792,188 2,783,103
Employee benefits and recreation 3,185,126 2,878,608
Gratuity 1,950,000 1,820,000
Utilities 2,517,599 2,097,196
Conveyance and travelling 442,628 322,678
Contribution to provident fund 1,460,376 1,482,657
Rates and taxes 73,997 242,980
Fuel and car maintenance 1,024,233 856,422
Insurance 555,967 1,374,497
Stationery 21,413 18,431
Postage 3,011 -
Miscellaneous expenses 44,256 50,525
92,879,317 105,159,183
Works cost (materials + manufacturing expenses) 724,795,346 857,764,311
Opening work-in-process 3,998,394 14,927,142
Closing work-in-process (13,433,906) (3,998,394)
Cost of production 715,359,834 868,693,059
Opening stock of finished goods (Note 21.2) 619,073,264 1,035,258,427
Purchase/production of finished goods 3,145,428,589 2,005,108,165
Closing stock of finished goods (Note 21.2) (882,376,107) (619,073,264)
Cost of sales 3,597,485,580 3,289,986,387
21.1. Raw materials consumption
Balance as at Purchase Balance as at
1 January during 31 December Consumption
2010 2010 2010 in 2010
Taka Taka Taka Taka
Imported
Television 7,516,375 300,003,476 27,536,146 279,983,705
Motor cycle 697,224 25,680,507 71,403 26,306,328
Cable 62,957,013 173,491,115 15,410,135 221,037,993
Others 48,017,381 68,332,676 82,183,719 34,166,338
119,187,993 567,507,774 125,201,403 561,494,364
Locally procured
Sewing machine 3,924,644 59,196,417 714,387 62,406,674
Television 11,943,927 8,205,292 15,472,502 4,676,717
Cable 1,585,198 4,888,940 3,135,864 3,338,274
17,453,769 72,290,649 19,322,753 70,421,665
136,641,762 639,798,423 144,524,156 631,916,029
2010 2009
Taka Taka
21.2. Closing stock of finished goods
Sewing machine and related parts 40,830,854 35,175,747
Refrigerator 487,863,689 240,889,586
Television 133,091,242 121,480,095
Washing machine 1,737,946 3,596,260
Motor cycle 14,080,793 42,683,628
Fan 20,711,485 18,952,144
Air-conditioner 15,032,323 13,310,982
Radio cassette recorder 2,089,281 2,307,806
Microwave and electric oven 9,945,864 6,022,051
Iron 527,928 2,310,133
IPS 51,845,308 26,505,452
Kitchen appliance 2,971,509 3,328,048
Voltage stabiliser 5,599,082 4,799,810
Electric kettle 642,294 2,038,091
Rice cooker 471,928 471,529
DVD player 7,196,685 5,291,619
Vacuum cleaner 196,889 391,225
Cable 28,711,774 33,937,597
Gas burner 798,196 459,956
Computer 36,071,707 39,776,159
Water heater 1,222,227 843,036
Ceramic heater 188,027 568,047
Dishwasher 296,477 440,269
Generator 3,100,512 5,049,070
Emergency light 192,276 306,972
Pressure cooker 3,208,680 2,835,484
Solar light 11,237,404 -
Others 2,513,729 5,302,468
882,376,107 619,073,264
22. Operating expenses
Advertisement and sales promotion 175,490,381 157,930,050
Shop operating expenses 125,452,638 111,756,294
Salaries and wages 110,281,794 100,928,604
Rent, tax and occupancy 74,610,265 71,441,140
Depreciation (Note 4) 27,319,008 26,626,641
Provision for bad and doubtful debts 23,961,125 29,847,884
Office administration 25,020,180 26,355,435
Selling and collecting commission 27,897,898 32,288,887
Travelling 15,172,931 13,259,533
Royalty (Notes 3.10.1 and 22.2) 37,526,906 40,331,708
Warranty 45,325,355 39,370,625
Directors' fee and remuneration (Note 22.1) 6,718,202 8,082,634
Repairs and maintenance 20,862,460 14,633,673
Bank charge 6,789,592 6,146,267
Insurance 4,279,361 3,596,985
Professional and technical fees and expenses (Note 22.3) 2,256,373 1,368,974
Fuel and car maintenance 2,592,795 1,416,454
Entertainment 1,358,769 1,075,810
Dues and subscription 216,429 298,862
Audit fee-statutory 225,000 225,000
733,357,461 686,981,460
2010 2009
Taka Taka
22.1. Directors' fee and remuneration
Remuneration 3,526,800 3,204,775
Retirement benefits 681,878 2,591,063
Leave fare, medical and welfare 1,235,526 1,112,207
Housing 1,063,998 1,025,939
Directors' fees 210,000 148,650
6,718,202 8,082,634
22.2. Royalty
Audio-video sets (Television) 21,741,890 23,548,723
Motor cycle 2,975,928 4,279,943
Cable 12,809,088 12,503,042
37,526,906 40,331,708
22.3. Professional and technical fees and expenses
Legal and technical services 1,613,373 726,974
IFRS audit fees 627,000 627,000
Audit fees for provident fund, workers' profit participation fund, etc 16,000 15,000
2,256,373 1,368,974
23. Interest income/(expense)
Interest income/(expense) 8,434,581 (120,122,562)
Interest on security deposits of shop managers, agents and others (5,613,680) (6,632,813)
Foreign exchange gain/(loss) (639,753) 767,117
2,181,148 (125,988,258)
24. Non-operating Income
Share of income of associate company (Note 24.1) 85,901,196 73,629
Other income (Note 24.2) 1,800,409,076 140,183,644
1,886,310,272 213,813,279
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. 5,340,302 6,171,435
Gain from disposal of bonus shares of ILFSL - 134,960,035
Gain from disposal of shares of ILFSL 1,794,538,752 -
Gain/(loss) on sale of discarded fixed assets (annexure 1) 530,022 (947,826)
1,800,409,076 140,183,644
Annual Report 2010 Singer Bangladesh Limited | 68 69 Singer Bangladesh Limited Annual Report 2010 |
25. 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
26. Provision for tax
Current tax provision for the year 269,928,484 81,675,320
Adjustment for previous years 29,625,995 -
Deferred tax liabilities/(assets) for the year (5,982,118) 1,373,280
293,572,361 83,048,600
27. 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:
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.
Cables:
It includes manufacturing of electric cables and marketing of various types of domestic and power cables.
Business Segments
2010 2009
Particulars Appliance/electronics Cables Consolidated Appliance/electronics Cables Consolidated
Taka Taka Taka Taka Taka Taka
Turnover:
Sales 4,373,557,313 320,317,802 4,693,875,115 3,947,623,128 313,453,087 4,261,076,215
Earned carrying charge 135,142,526 - 135,142,526 130,184,466 - 130,184,466
Total 4,508,699,839 320,317,802 4,829,017,641 4,077,807,594 313,453,087 4,391,260,681
Segment assets:
Inventories 948,519,638 60,691,679 1,009,211,317 635,849,206 104,516,922 740,366,128
Trade and other receivables 479,562,605 60,697,617 540,260,222 430,039,573 23,337,792 453,377,365
Other current assets 1,872,827,613 33,187,514 1,906,015,127 161,353,313 33,500,686 194,853,999
Total assets 3,300,909,856 154,576,810 3,455,486,666 1,227,242,092 161,355,400 1,388,597,492
Segment liabilities:
Term loan - - - 59,119,477 21,083,000 80,202,477
Other non-current liabilities 376,190,617 - 376,190,617 354,356,933 - 354,356,933
Current liabilities 322,698,809 248,246,151 570,944,960 359,913,351 314,338,534 674,251,885
Total liabilities 698,889,426 248,246,151 947,135,577 773,389,761 335,421,534 1,108,811,295
Capital expenditure:
Property, plant and
equipment (at cost) 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) (242,283,333) (82,396,803) (324,680,136)
Written down value 592,236,587 63,650,906 655,887,493 407,204,115 65,259,272 472,463,387
28. Contingent Liabilities
Letters of credit
2010 2009
Particulars of contingent liabilities Taka Taka
(i) Letter of Credit 592,248,029 86,695,327

(ii) Claims against the Company not acknowledged as debts 6,756,587 7,016,721
(iii) Uncalled liability on partly paid shares/ arrears of fixed
cumulative dividends on preference shares - -
(iv) Aggregate amount of contracts for capital expenditure remaining
to be executed and not provided for - -
(v) Aggregate amount of any guarantees given by the company on
behalf of directors, managing directors, or other officers of
the company - -
(vi) Money for which the Company is contingently liable for any
guarantees given by banks 9,103,793 3,056,651
608,108,409 96,768,699
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.
29. Capacity utilisation
Production capacity of various industrial units of the Company for the year 2010 was as under:
Units
Unit Under/(over)
Capacity Production utilisation
Colour television Number 35,000 43,346 (8,346)
Motorcycle Number 7,000 555 6,445
Cables Meter 44,670,000 10,666,127 34,003,873
30. Number of employees
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. 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.
Taka Equivalent US$
Royalty, net for the year 2009 36,298,537 520,409
Dividend, net for the year 2009 (final) 33,321,348 479,237
2010 2009
Taka Taka
32. Earnings per share
32.1. Basic earnings per share
Earnings attributable to the ordinary shareholders (Taka) 1,973,760,358 396,790,969
Weighted average number of ordinary shares outstanding during the year 2,243,862 2,243,862
Basic earnings per share (Taka) 879.63 176.83
32.2. 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.
33 Financial risk management
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.
Credit risks
Liquidity risks
Market risk
34 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 542,510,111 453,377,365
Cash and cash equivalents 1,482,168,592 69,615,459
2,024,678,703 522,992,824
The maximum exposure to credit risk for loans and receivables at the reporting date by geographic region
was:
2010 2009
Taka Taka
Domestic 542,510,111 453,377,365
Other regions - -
542,510,111 453,377,365
The maximum exposure to credit risk for loans and receivables at the reporting date by type of
counterparty was:
Wholesale customers 71,655,911 39,754,173
Retail customers 442,284,685 405,355,266
Other 28,569,515 8,267,926
542,510,111 453,377,365
34.2. 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:
2010 2009
Gross Impairment Gross Impairment
Taka Taka Taka Taka
Not past due 712,825,196 - 421,520,475 -
Past due 0-30 days 34,367,589 - 14,532,302 -
Past due 31-120 days 53,016,055 (13,644,479) 27,775,072 (10,450,484)
Past due 121-365 days 29,254,716 (20,276,696) 15,563,039 (15,563,039)
More than one year 5,231,376 (4,108,104) 9,057,837 (9,057,837)
834,694,931 (38,029,279) 488,448,725 (35,071,360)
The movement in the allowance for impairment in respect of receivables during the year was as follows:
2010 2009
Taka Taka
Balance at 1 January 35,071,360 26,561,468
Allowance recognised for the period 24,739,583 29,847,884
Allowance written off for the period (21,781,664) (21,337,992)
Reversal of allowance for the period - -
Balance at 31 December 38,029,279 35,071,360
35. 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.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
Carrying Contractual 6 months 6-12 More than
amount cash flows or less months 1-2 years 2-5 years 5 years
Taka Taka Taka Taka Taka Taka Taka
As at 31 December 2010
Non-derivative financial liabilities:
Bank overdraft 3,281,569 3,281,569 3,281,569 - - - -
Secured bank loans - - - - - - -
Trade and other payables 529,974,431 529,974,431 492,447,525 37,526,906 - - -
Derivative financial liabilities - - - - - - -
533,256,000 533,256,000 495,729,094 37,526,906 - - -
As at 31 December 2009
Non-derivative financial liabilities:
Bank overdraft 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 - - -
Derivative financial liabilities - - - - - - -
754,454,362 815,837,294 628,361,295 74,033,953 42,751,500 70,690,546 -
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:
2010 2009
Taka Taka
Fixed rate instruments
Fixed rate deposits at financial institution
Fixed rate loans and receivable (net hire receivable) 462,668,840 426,400,657
Other fixed rate instruments (assets)
Financial assets 462,668,840 426,400,657
Fixed rate bank overdraft - -
Fixed rate loans - 123,271,428
Fixed rate debentures - -
Fixed rate promissory notes - -
Lease liabilities - -
Other fixed rate liabilities - -
Financial liabilities - 123,271,428
Variable rate instruments - -
Variable rate deposits at financial institution - -
Variable rate loans and receivable - -
Other variable rate instruments (assets) - -
Financial assets - -

Variable rate bank overdraft 3,281,569 191,375,652
Variable rate loans - -
Variable rate debentures - -
Variable rate promissory notes - -
Other variable rate liabilities 107,779,001 97,974,115
Financial liabilities 111,060,570 289,349,767
36.1.1 Cash flow sensitivity analysis for variable rate instruments 2010
Achange 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.
Profit or loss Equity
10 bp increase 10 bp decrease 10 bp increase 10 bp decrease
31 December 2010 Taka Taka Taka Taka
Other variable rate liabilities 538,895 (538,895) 538,895 (538,895)
Cash flow sensitivity 538,895 (538,895) 538,895 (538,895)
Cash flow sensitivity analysis for variable rate instruments 2009
Achange 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.
Taka Taka Taka Taka
31 December 2009
Other variable rate liabilities 489,870 (489,870) 489,870 (489,870)
Cash flow sensitivity 489,870 (489,870) 489,870 (489,870)
36.2. 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.
As at 31 December, the Company was exposed to foreign currency risk in respect of financial liabilities
denominated in the following currencies:
2010 2009
US Dollars US Dollars
Accounts payable trade 619,385 553,770
The following significant exchange rates are applied during the period:
Exchange rate as at
31 Dec 2010 31 Dec 2009
Taka Taka
US Dollar 70.75 69.26
36.2.1 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.
Expenditures denominated
in USD (43,821) 43,821 (43,821) 43,821
Exchange rate sensitivity (43,821) 43,821 (43,821) 43,821
Expenditures denominated
in USD (38,354) 38,354 (38,354) 38,354
Exchange rate sensitivity (38,354) 38,354 (38,354) 38,354
37. Determination of fair value
Anumber 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.
The fair value of all financial assets and liabilities is taken to approximate the carrying value.
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
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 - - - -
Assets carried at amortised cost
Held-to-maturity investment - - - -
Loans and receivables 542,510,110 466,772,756 453,377,365 412,460,547
Cash and cash equivalents 1,482,168,592 1,482,168,592 69,615,459 69,615,459
2,024,678,702 1,948,941,348 522,992,824 482,076,006
Liabilities carried at fair value
Interest rate swaps used for hedges - - - -
Forward exchange contracts used for hedging - - - -
Liabilities carried at amortised cost
Secured bank loans - - 123,271,428 123,271,428
Trade and other payables 529,974,431 N/A* 439,807,282 N/A*
Bank overdraft 3,281,569 3,281,569 191,375,652 191,375,652
533,256,000 3,281,569 754,454,362 314,647,080
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 2009
From % To % From % To %
Derivatives - - - -
Receivable under hire purchase - - - -
Loans and borrowings - - 9% 13.50%
Finance lease liabilities - - - -
* 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.
Notes to the Financial Statements as at and for the Year Ended 31 December 2010
39. Related party transactions
39.1. 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
39.2. Other related party transactions
Name of related parties Relationship Nature of transaction
Singer Bhold BV, Parent company Dividend payment 33,321,348 121,153,410
The Netherlands
Singer Asia Ltd. Subsidiary of Royalty payment 36,298,537 13,303,428
ultimate parent
Singer Asia Sourcing Ltd. -do- Procurement of products 7,365,479 42,056,869
Singer India Ltd. -do- Procurement of sewing - 22,116,465
machine
39.3 Related party receivable/(payable)
Name of related parties Relationship Nature of transaction
Singer Asia Ltd. Subsidiary of Royalty payment (37,526,906) (40,331,708)
ultimate parent
Singer Asia Sourcing Ltd. -do- Procurement of products 258,257 240,634
40. 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.
41. General
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.
ANNEXURE -1
Ref: Note 24.2
SINGER BANGLADESH LIMITED
Schedule of sale/adjustment of property, plant and equipment
Amounts in Taka
Year of Original Accumulated Net book Sale Mode of
Particulars 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 FGA18000BTU 2007 33,094 16,150 16,944 16,944 Adjustment
Split AC- SAS-2452 FGA24000BTU 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 SWA180R 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 SWA180 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
Motor Vehicle
Car - Nissan Sunny 1600CC Dha
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
Less : Net book value 1,035,436
Gain on sale 530,022
78
Statement of Value Added
2010
Taka
4,829,017,641
1,886,310,273
6,715,327,914
3,660,548,304
3,054,779,610

208,784,511
767,398,597
5,708,442
53,786,908
45,340,793
1,973,760,359
3,054,779,610
2009
Taka
4,576,113,628
140,183,644
4,716,297,272
3,668,849,713
1,047,447,559
208,261,386
267,901,547
125,988,258
134,631,720
48,505,399
262,159,249
1,047,447,559
Turnover-Gross
Other Income
Less: Cost of Materials & Services
Value Added
Distribution of Value Added
To Employees and Dealers
Salaries, Commission and other Benefits
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
%
7
25
0
2
1
65
100
%
20
26
12
13
5
25
100
Salaries, Commission and other benefits
Income Tax, Duties & Value Added Tax
Interest & Bank Charges
Dividends to Shareholders
Depreciation
Retained Profits
2010
7
25
0
2
1
65
2009
20
25
12
13
5
25
Statement of Value Added (%)
100
80
60
40
20
0
2010 2009
79 Singer Bangladesh Limited Annual Report 2010 | Annual Report 2010 Singer Bangladesh Limited |
A Decade in Perspective
Taka in Million
YEAR ENDED DECEMBER 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001
Trading Result
Turnover 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
Operating Profit 2,267.33 414.29 357.48 255.62 200.72 100.57 106.77 156.44 173.54 177.16
Profit Before Tax 2,267.33 479.84 242.80 139.22 133.81 76.37 101.91 165.51 155.87 161.65
Taxation 293.57 83.05 62.80 37.40 17.16 27.90 22.54 36.22 22.13 44.94
Profit After Tax 1,973.76 396.79 180.00 101.82 116.65 48.41 79.37 129.28 136.87 116.71
Property, Plant & Equipment 655.89 472.46 483.49 327.07 304.73 167.01 130.79 118.12 140.82 147.24
Investment 4.42 328.58 345.13 84.75 86.00 34.84 34.84 33.84 33.84 33.84
Deferred Tax Assets 0.00 0.00 0.00 7.69 10.18 0 0 0 0 0
Other Non-Current Assets 0.00 0.00 0.00 0.00 26.64 26.44 19.02 18.86 0 0
660.31 801.04 828.62 419.51 427.55 228.29 184.65 170.82 174.66 181.08
Current Assets 3,458.77 1,388.59 2,131.24 1,873.80 1,364.28 1,120.41 659.89 579.83 518.86 545.23
Current Liabilities 574.23 674.25 1,629.04 1,526.28 1,108.43 782.21 397.53 267.87 217.18 282.65
Net Current Assets 2,884.54 714.34 502.20 347.52 255.85 338.20 262.36 311.96 301.68 262.58
TOTALASSETS LESS CURRENT LIABILITIES 3,544.85 1,515.38 1,330.82 767.03 683.40 566.49 447.01 482.78 476.34 443.66
Term Loan 0.00 80.20 127.21 78.11 53.08 47.29 0 0 0 0
Other Liabilities 320.44 306.98 266.61 266.41 256.97 253.65 231.71 208.5 189.30 156.07
Deferred Tax Liabilities 40.38 6.28 4.91 0 0 0 0 0 0 0
Retirement Benefit Obligations/Gratuity 43.51 41.09 46.11 49.53 44.01 36.24 28.14 22.06 20.12 16.26
NET ASSETS 3,140.52 1,080.83 885.98 372.98 329.34 229.31 187.16 252.22 266.92 271.33
Share Capital and Reserve
Paid up Capital 224.39 224.39 224.39 166.21 166.21 166.21 166.21 166.21 166.21 166.21
Capital Reserves 18.79 18.56 18.56 18.19 18.19 18.19 18.19 18.19 19.32 19.32
Revaluation Reserve 274.06 120.81 120.81 26.98 26.98 26.98 0 0 0 0
Revenue Reserves 2,623.28 717.07 522.22 161.60 117.96 17.93 2.76 67.82 81.39 85.8
SHAREHOLDERS FUND 3,140.52 1,080.83 885.98 372.98 329.34 229.31 187.16 252.22 266.92 271.33
Financial Analysis
Profitability
Operating Profit to Turnover (%) 46.95 9.43 8.06 7.19 7.88 5.89 7.65 12.32 12.91 14.25
Net Income to Turnover (%) 40.87 9.04 4.06 2.86 4.58 2.83 5.68 10.18 10.18 9.39
Annual Sales Growth (%) 9.97 -1.01 24.74 39.58 49.11 22.38 9.96 (5.52) 8.09 10.17
Earning per Share - Taka 879.63 176.83 80.22 61.26 70.18 29.13 47.75 77.78 82.35 70.22
Net Assets per Share - Taka 1,399.58 481.67 394.84 224.40 198.15 137.96 112.60 151.75 160.59 163.25
Return on Average Net Assets (%) 55.68 26.18 13.53 13.27 17.07 8.55 17.76 26.78 28.73 26.31
Return on Shareholders' Equity (%) 62.85 36.71 20.32 27.30 35.42 21.11 42.41 51.26 51.28 43.01
Dividends
Amount - Taka 1,514.63 201.95 67.32 58.17 58.17 49.86 132.97 124.66 141.28 124.66
2 1
Rate (%) 675.00 90.00 30.00 35.00 35.00 30.00 80.00 75.00 85.00 75.00
Effective Dividend Rate (%) 76.74 50.90 37.40 57.13 49.87 103.00 167.53 96.42 103.22 106.81
Others
Market Price per Share at year end (Taka) 7,169.00 1,982.25 1,982.25 1,900.00 774.50 1,007.50 1,644.50 1,533.00 1,499.00 1,075.50
Market Citalization (Taka) 1,608,652 444,797 444,797 315,799 128,730 167,457 273,332 254,800 249,149 178,759
Price Earning Ratio (Times) 8.15 11.21 24.71 31.02 11.04 34.59 34.44 19.71 18.20 15.32
Current Ratio (Times) 6.02 2.06 1.31 1.23 1.23 1.43 1.66 2.16 2.39 1.93
Debt Equity Ratio (%) 19.57 70.38 198.78 430.15 352.68 361.74 212.40 106.20 81.37 104.17
1
Stock dividend
2
600% cash and 75% stock dividend
No. of Shares
held
1 - 500
501 - 5000
5001 - 10000
10001 - 20000
20001 - 30000
30001 - 40000
40001 - 50000
50001 - 100000
100001 - 1000000
Over 1000000
Total
01 January 2010
No. of
Share-
holders

72
2
7
2
-
-
3
1
1
4,257
4,169
No. of
Shares

97,645
15,644
87,224
49,882
-
-
184,962
448,607
1,234,124
2,243,862
125,774
%

4.35
0.70
3.89
2.22
-
-
8.24
20.00
55.00
100.00
5.60
No. of
Share-
holders
-
-
-
-
-
-
-
-
1
1
2
No. of
Shares
-
-
-
-
-
-
-
-
448,607
1,234,124
1,682,731
%
-
-
-
-
-
-
-
-
20.00
55.00
75.00
No. of
Share-
holders
8,371
135
5
3
-
1
1
-
1
1
8,518
No. of
Shares
253,114
154,366
35,891
41,749
-
33,030
42,981
-
448,607
1,234,124
2,243,862
%

6.88
1.60
1.86
-
1.47
1.91
-
20.00
55.00
100.00
11.28
Resident
No. of
Share-
holders

135
5
3
-
1
1
-
-
-
8,516
8,371
No. of
Shares

154,366
35,891
41,749
-
33,030
42,981
-
-
-
561,131
253,114
%
11.28
6.88
1.60
1.86
-
1.47
1.91
-
-
-
25.00
Non- Resident Total
31 December 2010
Share Information
31 December 2009 31 December 2010
Categories of
Shares
Individuals
Institutions
No. of Shares
307,076
1,936,786
2,243,862
No. of Shareholders
4,140
117
4,257
No. of Shares
380,388
1,863,474
2,243,862
No. of Shareholders
8,238
280
8,518
4. Dividends
Cash Dividend (proposed) 600%
Stock Dividend (Proposed) 75%
Highest during the year
Lowest during the year
Closing of the year
2010
Taka Date

1,590.00
2,792.00
2,970.00 7,900.00
2,830.00
7,169.00
5th December
3rd January
30th December
2009
Taka
1. General
Authorised Share Capital : Tk. 400,000,000
Issued and Fully Paid Capital : Tk. 224,386,200
Class of Shares Ordinary Share of Tk. : Ordinary Shares of Tk. 100 each
Voting Rights One vote per Ordinary Share : One vote per Ordinary Share
2. Stock Exchange Listing
The issued Ordinary Shares of Singer Bangladesh Limited are listed with the Dhaka and Chittagong Stock Exchanges Limited.
3. Distribution of Shareholdings - 31st December 2010
No. of Shareholders : 31st December 2010 - 8,518 nos. (31st December 2009 - 4,257 nos.)
Brands
Record of Scrip Issues
Year ended Issue Basis Share Capital
31st December No. of Shares Taka
1983 Prior to Public issue - 2,567 256,700
1983 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
1994 Bonus 2:1 246,240 24,624,000
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
Total No. of Shares 2,243,862 224,386,200
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
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
Feni
Chagolnaiya
Dagonbhuiyan
Feni
Gaibandha
Gobindagonj
Gaibandha
Palasbari
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
Jessore
Murteer More
Keshobpur
Noapara
Jessore
Navaron
Jhinaidah
Jhinaidah
Kaligonj
Moheshpur
Joypurhat
Akkelpur
Joypurhat
Khagrachari
Khagrachari
Khulna
Khan-A-Sabur Road
Rupsha
Fultola
Paikgacha
Daulatpur
Shibbari More
Kishoregonj
Bhairab Bazar
Station Road
Kurigram
Nageswari
Kurigram
Kushtia
Bheramara
Purbo Mojompur
Kushtia
Kumarkhali
Lalmonirhat
Lalmonirhat
Patgram
Laxmipur
Laxmipur
Raipur
Madaripur
Shibchar
Madaripur
Magura
Magura
Manikgonj
Manikgonj
Singair
Meherpur
Meherpur
Maulavi Bazar
Srimangal
Sherpur
Kulaura
Borlekha
Moulavi Bazar
Madhabpur
Munshigang
Munshigang
Tungibari
Rampal
Shirajdikhan
Sreenagar
Mymensingh
Mymensingh
Fulpur
Kachi Jhuli
Fulbaria
Masterbari
Muktagacha
Valuka
Trishal
Naogaon
Mohadebpur
Chalkdeb
Potnitola
Niamatpur
Narail
Narail
Narayanganj
Bangabandhu Road
Fatulla
Bandor
Modonpur
Siddirgonj
Pagla
Sonargaon
Narshingdi
Rupganj
Monohordi
Madhabdi
Station Road
Palash
Natore
Doyarampur
Kanaikhali
Netrokona
Netrokona
Nilphamari
Nilphamari
Syedpur
Noakhali
Ramgonjr
Chowmuhoni
Senbagh
Maijdee
Companygonj
Sonaimuri
Pabna
Ataikula
Aurangazeb Road
Chatmohar
Kashinathpur
Bera
Panchagar
Panchagar
Boda
Patuakhali
Sadar Road
Pirojpur
Hospital Road
Indurhat
Rajbari
Sajjan Kanda
Rajshahi
Patiya
Motiher
Putia
Laxmipur
Mohanpur
Station Road
Shaheb Bazar
Shibgonj
Rangamati
Bono Rupa
Rangpur
Jail Road
Shatibari
Badargonj
Station Road
Satkhira
Polashpole
Kaligonj
Shariatpur
Dakbangla More
Sherpur
Raghunath Bazar
Shirajgonj
Belkuchi
Shahid Sharawardi Rd.
Ullapara
Station Road
Sunamganj
Chatak Bazar
Sunamgonj
Sylhet
Bishwanath
Modina Market
Darga Mohalla
Beani Bazar
Islampur
Golapgonj
Goalabazar
Biswa Road
Tangail
Victoria Road
Madhupur
Ghatail
Mirzapur
Thakurgaon
College Road
Pirgonj
Narayangong
Kalirbazar
2 No Rail Gate
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
Munshigong
Pouro Market
Sadar Road
Gaibandha
New Market
Chittagong
Baroiarhat
Boddarhat
CDAMarket
Chawk Bazer
Gulshan Plaza
Jubilee Rd
Kader Plaza
Kaptai
Kassof Market
Keranir Hat
Lohagara
Mushafir Khana
Reajuddin Bazar
Sha Ali Market
United Market
Sirajgonj
Belkuchi
Khalifa Patty
Mukundogati
Patila Patty
S.S Road
Shahjadpur
Ullapara
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
Rangpur
Lalkuthimore
Rangpur
Naogaon
Park Road
Main Road
Brizer More
Shahin Market
Sunamganj
Jagannathpur
Modhabazar
Sunamganj
Bogra
Dupchachia
Khan Market
M.A.Khan Lane
Alim Mansion
Cantonment
Thana Road
Khan Market
Habib Mansion
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
Sylhet
Amberkhana
Bishwanath
Bus Stand
College Road
Goalabazar
Hobiganj Rd
Nabiganj
Raza School
Shibganj
Shibganj Bazar
Tajpur
West Shibganj
Zindabazar
Comilla
Mogholtuli
Burichong
Chalkbazar
Laksam
Stadiume Road
Feni
College Road
Mizan Road
Chagalnaya
Chandpur
Mohsin Rd
Stadiume Market
Noakhali
Choumohoni
Bosurhat
Mymensing
Mymensing
Wholesale Distribution Network
Accounting Policies
Specific principles, bases, conventions, rules and
practices adopted by an enterprise in preparing and
presenting financial statements.
Borrowings
All interests bearing liabilities.
Capital/Revaluation Reserves
Reserves identified for specific purposes and
considered not available for distribution.
Contingents Liabilities
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.
Current Ratio
Current Assets divided by Current Liabilities. A
measure of liquidity.
Deferred Taxation
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.
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.
Gearing
Proportion of borrowings to capital employed.
Gross Dividend
Portion of profits inclusive of tax withheld,
distributed to shareholders.
Interest Cover
Profit before tax plus net finance cost divided by net
finance cost. Measure of an entity's debt service
ability.
Market Capitalization
Number of Shares in issue multiplied by the market
value of a share at the reported date.
Net Assets per Share
Shareholders' equity divided by the weighted
average number of ordinary shares in issue. Abasis
of share valuation.
Price Earnings Ratio
Market price of a share divided by earnings per
share as reported at the date.
Return on Average Net Assets
Attributable profits divided by average assets.
Revenue Reserves
Reserves considered as being available for
distributions and investments.
Value addition
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.
Glossary of Financial Terms
Notice of Annual General Meeting
st
Notice is hereby given that the 31 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.
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 Registered Office
Company Secretary 39, Dilkusha C/A
March 22, 2011 Dhaka-1000.
Notes:
lMarch 28, 2011 is the record date. Shareholders whose names will appear in the Members' Register of the Company or in the
Depository Register on that date will be eligible to attend the Annual General Meeting and receive dividend.
lAmember 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.
lAdmission to the hall will be only on production of the attendance slip sent with the notice.
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|1
Annual Report 2010 Singer Bangladesh Limited | 86
SINGER BANGLADESH LIMITED
Proxy Form
I/We .......................................................................................................................................................................
of ...........................................................................................................................................................................
being a Member of Singer Bangladesh Limited, hereby appoint
Mr./Ms. ...................................................................................................................................................................
of ............................................................................................................................................................................
st
as my proxy in my/our absence to attend and vote for me/us and on my/our behalf at the 31 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
st
I/we hereby record my/our presence at the 31 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.
Revenue
Stamp
of
Tk. 10.00
Achievements
nAnnual 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
adjudged Special Prize in the
manufacturing sector by South Asian
Federation of Accountants (SAFA) Best
Presented Accounts and Corporate
Governance Disclosures Awards 2009
competition.
nReceived "Most Respected Company
Award" for 2009 from Business
Megazine "Artha Kantha".

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