Professional Documents
Culture Documents
Singer Industries Ceylon Annual Report 2021 2022
Singer Industries Ceylon Annual Report 2021 2022
1
ANNUAL REPORT 2021/22
Since 1851, the name SINGER® has been synonymous
with sewing. Isaac Merritt Singer invented the world’s
first practical sewing machine and patented it in 1851
marking the beginning of SINGER as a company and its
leadership in the industry.
04 | ABOUT US
08 | ORGANISATIONAL OVERVIEW
10 | PERFORMANCE HIGHLIGHTS
11 | FINANCIAL PERFORMANCE
16 | CHAIRMAN’S STATEMENT
22 | BOARD OF DIRECTORS
CHAIRMAN’S STATEMENT
“The Company was successful in 26 | MANAGEMENT TEAM
posting a commendable revenue
growth of 50% during the year,
supported by enhanced revenue 27 | OPERATING ENVIRONMENT
from a 37% increase in portable
29 | STAKEHOLDER INTERACTIONS
sewing machine sales.”
30 | MATERIALITY MATTERS
32 | VALUE CREATION
34 | FINANCIAL CAPITAL
45 | MANUFACTURED CAPITAL
49 | HUMAN CAPITAL
55 | NATURAL CAPITAL
58 | INTELLECTUAL CAPITAL
19
62 | CORPORATE GOVERNANCE
GROUP CHIEF EXECUTIVE
OFFICER’S REVIEW 106 | AUDIT COMMITTEE REPORT
DRIVE SUSTAINABILITY
SINGER INDUSTRIES (CEYLON) PLC
5
ANNUAL REPORT 2021/22
SINGER INDUSTRIES (CEYLON) PLC
6
ANNUAL REPORT 2021/22
ANNUAL REPORT
previously reported economic, social or
environmental information.
Financial Reporting
Welcome to Reporting Cycle The Financial Statements presented on
Our First The Annual Report of the Company
pages 130 to 181 of this Report have
Integrated Annual Report been prepared in accordance with
covers the period of twelve - months of
Singer Industries (Ceylon) PLC has the Sri Lanka Accounting Standards
our annual reporting cycle from
embarked on the integrated reporting (SLFRS / LKAS) issued by the Company
1 April 2021 to 31 March 2022 and
journey to introduce a holistic view of Chartered Accountants of Sri Lanka
other material events post this
of the Company’s ability to create (CA Sri Lanka).
reporting period.
value in short, medium and long term
Integrated Approach
and the ability to create competitive Report Scope and
sustainable value to our key Boundary In our continuous quest to improve
stakeholders. The Company’s financial information is and refine our financial reporting this
presented on pages 130 to 181 of this year, we have demonstrated how we
We strive to provide a comprehensive Report, while non-financial information have utilized the six capitals to create
yet concise review on how Singer presented throughout the Report increased value to our shareholders.
Industries (Ceylon) PLC (the Company) represents that of the Company. The Company creates value through
created value for its stakeholders The Integrated Reporting boundary the Business Model, which takes inputs
through its financial, social and extends beyond internal operations from the six capitals and transforms
environmental performance for the to include external stakeholders, through its business activities to
year ended 31 March 2022. supply chain impacts and other risks produce outputs and outcomes that
and opportunities stemming from the create value over time for its diverse
operating landscape. There were no stakeholders.
SINGER INDUSTRIES (CEYLON) PLC
7
ANNUAL REPORT 2021/22
www.singer.lk
SINGER INDUSTRIES (CEYLON) PLC
8
ANNUAL REPORT 2021/22
ORGANISATIONAL OVERVIEW
Singer Industries (Ceylon) PLC is a limited liability Company incorporated and domiciled in Sri Lanka. Being in operation
over five decades the Company is engaged in assembly of sewing machines and manufacture of cabinets and stands for
sewing machines. The Company’s sole customer is the Singer Group.
VARIANTS
PRODUCT
83%
Singer
Traditional Sri Lanka’s
431
sewing machines Most Popular
Portable sewing Brand for the
16TH
DISTRIBUTION
machines THROUGH
& Others Singer Sri Lanka PLC CONSECUTIVE
assembling MARKET SHARE DISTRIBUTION YEAR
TOUCH POINTS
The core product category of The sewing machines manufactured Despite encountering exceptionally
Singer Industries (Ceylon) PLC (the by the Company are marketed by challenging external conditions at
Company) are traditional sewing our parent Company, Singer (Sri the onset of the Covid 19 pandemic
machines and portable sewing Lanka) PLC. Further, the Company 2020, the Company has experienced
machines. The traditional sewing manufactures air conditioner an upsurge in demand post
machines possess two variants: the brackets, Singer oil bottles, furniture recommencement of economic activity.
straight stitch and zigzag sewing components (sofa legs) and CCTV With the Company’s renewed strategic
machines. In line with the changing accessory kits to be distributed by focus, it has enabled it to outperform
market dynamics, evolving trends, its parent company. Additionally, the its previous years, leading to enhanced
widespread application and corporate Company also manufactures washing profitability. The financial performance
vision the Company has expanded machine components and refrigerator of the Company, the efforts taken to
its sewing machine range with the components as a sub-contract nurture our workforce, and our social
launch of portable and digital sewing operation to its affiliated company - and environmental footprint are
machines tailored to meet the more Regnis Group. The Company sustained discussed in the ensuing sections.
sophisticated needs of modern its dominance as the market leader
customers. holding a market share of 83% in the Through its parent entity, the Company
local sewing machine industry. is part of the Hayleys Group- Sri Lanka’s
most diversified conglomerate with
wide ranging business interests across
13 sectors.
SINGER INDUSTRIES (CEYLON) PLC
9
ANNUAL REPORT 2021/22
STRENGTH OF WIDE
SINGER TECHNOLOGICAL
THE PARENT DISTRIBUTION
A TRUSTED AND
COMPANY PLATFORM AND
INTERNATIONAL MANUFACTURING
AND ULTIMATE MARKETING
BRAND CAPABILITIES
PARENT STRENGTH
Key Highlights
VOLUME GROWTH SALES MIX RAW MATERIAL COSTS EXCHANGE RATE COST SAVING
37% growth in sales A diversified product mix An average of 44% 55% depreciation INITIATIVES
volumes in portable had a positive impact increase in imported raw in exchange rate Initiatives to
sewing machines on optimum utilization material costs and sharp contributed towards optimise resources,
enhanced our top of our resources and increase in freight rates the escalation in the manage overheads
line revenue growth profitability margins. had an adverse impact cost of imported raw and reduce wastage
levels on margins materials/ components
SINGER INDUSTRIES (CEYLON) PLC
10
ANNUAL REPORT 2021/22
PERFORMANCE HIGHLIGHTS
NO OF DEBT TO PAID
SHAREHOLDERS EQUITY RATIO TO GVT
431 14
SCHOOLS FRANCHISERS
62 370+
SINGER INDUSTRIES (CEYLON) PLC
11
ANNUAL REPORT 2021/22
FINANCIAL PERFORMANCE
FINANCIAL PERFORMANCE
REVENUE FAIR VALUE FROM INVESTMENT PROPERTY PROFIT FROM ASSOCIATE COMPANY
1000 60 400 100 100 10
50 350
800 40 80 80
300 5
30
600 20 250 60 60
10 200 0
400 0 150 40 40
-10
100 -5
200 -20 20 20
-30 50
0 -40 0 0 0 -10
2017
2018/19*
2019/20
2020/21
2021/22
2017
2018/19
2019/20
2020/21
2021/22
2017
2018/19
2019/20
2020/21
2021/22
Revenue Sales Growth Investment Fair Value Gain Investment Profit
20 120
1500
15 90
1000
10 60
500
5 30
0 0 0
2017
2018/19*
2019/20
2020/21
2021/22
2017
2018/19*
2019/20
2020/21**
2021/22**
2017
2018/19
2019/20
2020/21
2021/22
PERSONNEL EXPENSES FINANCE INCOME VS COSTS SHAREHOLDER FUND VS MARKET
CAPITALISATION
140
1800 120
112 1600
100
2021/22 1400
84 1200 80
1000
60
56 800
600 40
28 2020/21
400
20
200
0
0 5 10 15 20 25 0 0
2017
2018/19*
2019/20
2020/21
2021/22
5.00 100
4.50
80
3.50
3.00 60
2.50
1.50 40
1.00
20
0.50
-0.50 0
2020/21 2021/22 2020/21 2021/22 Diesel Petrol
Human Capital
Total employees No. 72 77
Payments to employees Rs. million 113.8 115.6
Remuneration per employee Rs.million 1.6 1.5
Profit per employee Rs. million 1.3 (0.1)
Employee retention rate % 94% 93%
Employee benefit liability Rs. million 67.4 55.0
No. of promotions No. 1 1
Female representation % 8.3% 6.0%
Investment in training Rs. million 0.3 0.2
Total training hours Hours 389 102
Average training hours/employee Hours 5.4 1.3
Workplace injuries reduction % 46% 55%
Union representation % 78% 83%
Instances of disruption to work No. Nil Nil
Incidents of discrimination No. Nil Nil
Incidents of child labour No. Nil Nil
Manufactured Capital
Investment in capex Rs. million 1.2 1.7
Property, plant and equipment Rs. million 1,284.6 1,112.7
Production volume – sewing machines No. 23,550 23,086
Depreciation Rs. million 9.0 8.7
Capacity utilisation % 71 68
Production Mix (Products) No. 22 21
SINGER INDUSTRIES (CEYLON) PLC
14
ANNUAL REPORT 2021/22
Natural capital
Material MT 1,011.9 1,029.2
Energy consumption GJ 1,540.3 1,261.5
Energy intensity GJ per Unit 0.1 0.1
Water consumption M3 634.4 814.8
Water consumption per unit M3/unit 0.03 0.04
Solid waste generation MT 67.9 63.0
OUR
THE SINGER SEWING MACHINE
HAS EVOLVED TOWARDS
MODERN AND FUTURISTIC
DESIGNS WHICH ARE
APPEALING TO THE YOUNGER
JOURNEY
MILLENNIALS TO EXPRESS
THEIR CREATIVITY.
OF VALUE CREATION
SINGER
SINGER INDUSTRIES
INDUSTRIES (CEYLON)
(CEYLON) PLC PLC 16
16
AANNN
NUUAALL RREEPPO
ORRTT 22002211//2222
STATEMENT tumultuous, with the operating challenges whilst navigating its way
through the COVID-19 pandemic. The
landscape dominated by pandemic-
led disruptions along with significant significant decline in tourist arrivals
macro-economic challenges. In this and worker remittances & depleted
extraordinary operating context, the foreign exchange reserves of the
Singer Industries (Ceylon) PLC focused country has resulted in difficulties
on adapting to the volatile business in meeting debt obligations. The
conditions to ensure value creation shortage of foreign exchange
for all stakeholders. It is heartening to liquidity in the banking system led to
note that Company made significant shortages in imported essential items
operational progress whilst broad in the country. The CBSL allowed the
basing its product range to build a free float of LKR (Sri Lankan Rupee)
future fit portfolio. It is my pleasure against the USD which resulted in a
to present to you the Annual Report depreciation during the last quarter
and Financial Statements for the year of 2021/22. The surge in global
ending 31 March 2022. commodity prices and depreciation
of LKR further created significant
inflationary pressure with y-o-y inflation
measured by NCPI increasing to 21.5%
in March, 2022.
SINGER INDUSTRIES (CEYLON) PLC
17
ANNUAL REPORT 2021/22
In addition to the challenges faced The earnings per share (EPS) also
As the undisputed
in the domestic front, the Company improved to Rs. 4.64 from loss of Rs.
had to grapple with logistical issues 0.35 the previous year. These positive
in sourcing imported raw materials market leader in the results of the company validate the
due to the surge in global freight
sewing machines success of the strategies set in place by
category, we are
costs. The domestic challenges in the company to enhance operational
procuring imported raw materials, the excellence and diversify its revenue
surge in global freight rates and an confident of our mix through product diversification
increase in global commodity prices
led to a significant increase in cost
ability to drive shifts strategies.
of production. Product prices were in consumer demand, Corporate Governance and Steward-
revised upwards to reflect this increase, leveraging on the ship
CHAIRMAN’S STATEMENT
Acknowledgements
I take this opportunity to express my
appreciation to my colleagues on the
Board for their valuable counsel and
wisdom in navigating through amidst
SINGER INDUSTRIES (CEYLON) PLC
19
ANNUAL REPORT 2021/22 SINGER INDUSTRIES (CEYLON) PLC
19
ANNUAL REPORT 2021/22
Achieving operational
excellence through
ongoing focus on
process efficiencies and
productivity improvements
has been a key priority for
the Group, contributing
towards nurturing a
cost-conscious, and
productivity-driven culture
by minimising waste.
GROUP
Dear Stakeholder, achievement is the improvement of
the contribution – gross profit of the
The financial year under review proved
CHIEF EXECUTIVE to be an extraordinarily challenging year
company after a lapse of four years of
negative operational profits. Thereby,
OFFICER’S
across many fronts as many organizations
the Company reported a Gross profit
were affected by the pandemic led
REVIEW
of Rs. 45.3 million compared to a gross
business interruptions as well as the
loss of Rs. 41.9 million in the preceding
deepening economic crisis in the latter
year. This is a significant achievement
part of 2021/22. Against this challenging
considering the 44% increase in raw
and volatile business landscape, Singer
material costs and significant exchange
Industries (Ceylon) PLC recorded a
loss stemming from the depreciation
noteworthy performance by harnessing
of the Rupee in March 2022 exerting
its latent capabilities to deliver positive
substantial pressure on the company’s
stakeholder value.
cost structures.
Performance Overview
Significant price escalation of imported
The Company was successful in
products/components mainly due
achieving a growth momentum
to the severe shortage of foreign
by recording a 50% increase in
exchange liquidity, longer lead times
revenue of Rs 943.7 Mn despite
for supplies, and depreciation of the
the COVID-19 pandemic and the
Sri Lankan Rupee (LKR) towards the
economic challenges experienced
latter part of the year increased the
in FY 2021/22. Another significant
production costs significantly.
SINGER INDUSTRIES (CEYLON) PLC
20
ANNUAL REPORT 2021/22
The turnaround
expenses increased by 14% due to diversification strategies as a measure
higher transport costs. The finance of countering the gradual decline
costs increased significantly to Rs. of the Company in revenue from traditional sewing
19.5 million, compared to Rs. 8.7
to profitability machines by expanding the range
environment.
process efficiencies and productivity
improvements has been a key The strength of our team
priority for the Group, contributing The turnaround of the Company
towards nurturing a cost-conscious, to profitability levels once again
and productivity-driven culture by demonstrates the agility and
minimising waste. commitment of the team and the
resilience of the business model in
The demand for traditional sewing Strategy in action navigating through unprecedented
machines recorded a declining trend. In response the Company placed challenges posed by the external
However, it was encouraging to witness strategic emphasis on reinventing our environment. The team’s focus
a significant growth in the modern, existing traditional sewing machines throughout the year was to maintain
portable sewing machine range driven by offering a modern and portable manufacturing levels in a seamless
by sewing gaining traction as a hobby range of machines. We aligned manner despite the numerous
and an outlet for creativity amongst our marketing efforts along these challenges posed whilst exploring
the younger demographics. This aspirations, seeking to drive increased new opportunities through product
positive trend augurs well for future penetration in younger demographics diversification by utilizing the existing
sales prospects of the portable sewing by highlighting the experiential resources such as machinery, factory
machine range. This shift has created value of sewing by positioning it capacity and expertise. This has reaped
a positive impact on the revenue of an outlet to enhance creativity and tangible results as reflected by the
the Company with a volume growth recreation. We continue to leverage performance metrices.
of 37% evident in the portable sewing the strength of our brand and our
machine segment. The Company’s parent’s extensive geographical reach In addition to driving a collaborative
overall profitability levels were further in driving this proposition and are response to the COVID-19 pandemic
augmented by the significant increase extremely encouraged by the gradual we facilitated vaccinations for all
in revenue coupled with operational increase in demand for this product. employees, financial support to all
excellence and cost saving initiatives We are optimistic of the growth infected employees and continued to
which were undertaken. Resultantly, prospects offered by the opportunities invest in hygiene, safety and preventive
the Company was able to turn around presented the initiatives that we have measures. The Company’s employee
its loss to a profit of Rs 93 million in the commenced. retention levels remained healthy
year under review.
SINGER INDUSTRIES (CEYLON) PLC
21
ANNUAL REPORT 2021/22
at 94%, attesting to the strength of been proud to partner the Group Acknowledgements
the value proposition offered to our in this initiative and look forward to I would like to take this opportunity
employees. strengthening this relationship thereby to extend my appreciation and
driving both our commercial and social gratitude to the Chairman and Board
Way forward sustainability aspirations. of Directors for their valuable counsel
The FY 2022/23 is likely to be a and continued confidence placed
challenging year amidst the ongoing Over the medium-term we are in me and my team. The Team has
economic crisis in the country and committed to maintain our shown extraordinary dedication,
global headwinds such as rising competitiveness and commercial passion and commitment. I extend
commodity prices and geopolitical viability of operations by exploring my heartfelt gratitude to Mr. Aruna
instability. We are confident that avenues to broaden the product Kolambage, Factory Manager and all
remaining agile and responsive will verticals to harness our existing our employees for driving a year of
position us favourably to navigate our manufacturing capabilities, transformative progress. I also wish to
way through these challenges. technology and unique skill base. We thank all our stakeholders including
are aggressively pursuing product our business partners, suppliers, for
Challenges posed in sourcing imported diversification in the non-sewing partnering our growth journey.
raw materials and components, machine category by producing light
interruptions to fuel and energy engineering products, sofas and other
supply, as well as the escalation in components to serve the evolving
Thank you.
interest rates have rendered capital needs of the Singer Group’s widening
investments unlikely in the short term. product base. This will enable us to
(Sgd.)
While product prices have increased transform the Company to a sub- Mahesh Wijewardene
sharply, the escalation in inflation contracting turf and maximise our Group Chief Executive Officer
levels will reduce disposable income revenue streams through strategic
levels which lead to lower demand tie-ups. The support of the Singer
for discretionary products such as Group and its wide market reach
sewing machines. In this backdrop, would certainly be a key enabler of this
the Group’s short-term priorities will strategy.
include preserving liquidity, optimising
resources and ensuring the financial As a responsible corporate entity,
security of our employees. we are also keen to mitigate the
environmental impacts of our
In the short to medium term, we operations and continue to drive
hope to drive the sales of portable energy efficiency programmes across
sewing machines. The challenge the organisation while optimising the
of maintaining this product as a use of input materials.
viable and affordable product is
significant given the increasing cost of We are optimistic that Sri Lanka as
manufacture. As a non-essential price, a nation will rise amidst the current
we hope to maintain cost effectiveness challenges by increasing its local
whilst maintaining constant value manufacturing capabilities thereby
additions to ensure a steady demand reducing its reliance on imports. As
for sewing machines. the nation’s most trusted and leading
manufacturer of sewing machines with
We hope to leverage the network a rich legacy we are well positioned to
of the Singer Business School which support this endevour of local value
caters to 5,000+ students to drive addition through our strong and well-
and inculcate the passion for sewing equipped manufacturing platform.
as a hobby. Singer Industries has
SINGER INDUSTRIES (CEYLON) PLC
22
ANNUAL REPORT 2021/22
BOARD OF DIRECTORS
MOHAN PANDITHAGE
1 2 1 Chairman and Chief Executive
MAHESH WIJEWARDENE
2 Group Managing Director/Group Chief
Executive Officer
DILIP WIJEYERATNE
3 Independent Non-Executive Director
SARATH GANEGODA
5 Non-Executive Director
3 4 5
6 7 8
6 KELUM KOSPELAWATTA 9 10
Executive Director
NOEL JOSEPH
7 Independent Non-Executive Director
GAMINI GUNARATNE
8 Independent Non-Executive Director
ROSHAN KULASURIYA
9 Alternate Director to Mr. M. H. Wijewardene
RAMESH CHITRASIRI
10 Alternate Director to Mr. S.C. Ganegoda
SINGER INDUSTRIES (CEYLON) PLC
23
ANNUAL REPORT 2021/22
BOARD OF DIRECTORS
He has the distinction of being the the Board in September 2009. Fellow
founder Managing Director of Steradian Member of CA Sri Lanka and Member
Capital Investments, an exclusive real of Institute of Certified Management
estate advisory and consultancy firm Accountants of Australia. Holds an
with both global and local clienteles who MBA from the Postgraduate Institute
seek exposure and asset management of Management, University of Sri
MOHAMED HISHAM
services for real estate investment into Jayewardenepura. Worked for Hayleys
JAMALDEEN Sri Lanka. His key responsibilities include Group between 1987 and 2002,
Independent acquisitions, structuring debt financing, ultimately as an Executive Director.
Non – Executive Director and corporate structures. Mr Jamaldeen Subsequently, held several senior
Appointed to the Board of Singer is the key contact point for all existing management positions in large private
Industries (Ceylon) PLC on 2 October 2017. foreign investors spread across Europe, sector entities in Sri Lanka and overseas.
East Asia and South East Asia. He has Has responsibility for the Strategic
He has extensive experience in relation been instrumental in growing the Assets Business Development Unit, Group
to accounting, corporate finance, under Management to over LKR 18 Information Technology of Hayleys
acquisition and disposals, restructuring, billion within a short span of time. In PLC and appointed as the Deputy
strategic business development & 2020, Mr. Jamaldeen was recognised by Chairman of Alumex PLC in October
partnerships and business planning. Echelon as a trail blazer and disruptor 2020. He serves on the Boards of Unisyst
His experience spans across a range of in the investments sector for his Engineering PLC, Dipped Products
industries including real estate, retail, contribution towards the sector. PLC, Haycarb PLC, Hayleys Fabric
leisure, manufacturing, agriculture, PLC, Hayleys Fibre PLC, Kelani Valley
industrial solutions, power & energy, He further serves as the Executive Plantations PLC, Regnis (Lanka) PLC,
plantations, transportation and Director of Lanka Realty Investments Singer (Sri Lanka) PLC, The Kingsbury
logistics. Given his deep level expertise PLC, Managing Director of On’ally PLC, Horana Plantations PLC and
in multiple industries, he is recognized Holdings PLC, and functions as the Non- Hayleys Leisure PLC.
as a sector specialist in a multitude of Executive Director of Hayleys PLC, Singer
industries and provides vital support (Sri Lanka) PLC, Regnis (Lanka) PLC and
towards board level decision making. Talawakelle Tea Estates PLC. He was a
former director of People’s Bank.
Mr. Jamaldeen brings forth both local
and global expertise having worked He is a Fellow of the Association of Certified
as the Finance Director at Newbridge Chartered Accountants, UK and holds
Capital Investments Limited, a a degree in Engineering and Business
property investment and development from the University of Warwick, UK. KELUM KOSPELAWATTA
company, transacting directly into UK Executive Director
commercial and London residential
Appointed to the Board on
property. He has been extensively
15 October 2014.
involved in all aspects of property
investment especially in transactional
Appointed as Factory Director – Associate
analysis, financing, refinancing debt
Companies on 1 October 2014.
structures and tax assemblies. He
was instrumental in transactions
Holds BSc. (Hons) Degree in
involving real estate assets exceeding SARATH GANEGODA Mechanical Engineering, University
USD 1.6 billion during his career. Non-Executive Director
of Moratuwa and an MBA from the
His international exposure and real
Appointed to the Board of Singer University of Sri Jayewardenepura.
estate experience was gained whilst
Industries (Ceylon) PLC in 2017. Member of the Industrial Association
at Freeman & Partners accountancy
of Sri Lanka and a member of the
practice (UK) and subsequently at Rejoined Hayleys in March 2007. National Labour Advisory Committee.
Barclays Capital (a British multinational Appointed to the Group Management
investment Bank). Committee in July 2007. Appointed to Director - Regnis (Lanka) PLC and
Regnis Appliances (Pvt) Ltd.
SINGER INDUSTRIES (CEYLON) PLC
25
ANNUAL REPORT 2021/22
MANAGEMENT TEAM
OPERATING ENVIRONMENT
The Sri Lankan economy recovered in 2021 from the pandemic induced contraction in 2020. However, the
economy was affected by a significant reduction of foreign inflows due to the downturn in the tourism
sector and the reduction of worker remittances. Given the vulnerabilities in the economy, the Central
Bank responded by introducing monetary policy easing, ample liquidity provision to the markets and the
Government, and adopting several external sector and financial sector policies, in the absence of adequate
policy space in the fiscal sector or an adequately prompt response from the fiscal sector. This enabled the
economic recovery in 2021 from the historical contraction recorded in 2020, while also helping cushion the
impact of the pandemic on a broader segment of the stakeholders.
OPERATING ENVIRONMENT
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
rate at LKR 200-203 per U.S. Dollar
since April 2021. Inadequate inflows to The Central Bank of Sri Lanka (CBSL)
the domestic foreign exchange market commenced tightening of its monetary Headline (YoY) Core (YoY)
amidst large outflows including debt policy stance from August 2021 to
repayments continued to put pressure manage the inflationary pressures and Source : CBSL
on the exchange rate resulting in the address the imbalances on the external
Rupee depreciating by 7% in 2021. front. As result, interest rates that had IMPACT ON BUSINESS
declined to a historical low in by mid
Rising inflation levels has a
CBSL allowed a measured adjustment 2021, started gradually increasing
direct impact on the customers’
in the exchange rate since early towards the end of 2021.
disposable incomes. As sewing
March 2022. However, the notable
machines are discretionary items,
pressures witnessed in the domestic IMPACT ON BUSINESS increasing inflation levels has a
foreign exchange market caused a
The Company’s borrowing costs negative impact of demand.
significant depreciation of the Rupee.
increased due to the increase in
Consequently, the Sri Lanka rupee
interest rates in the last quarter
which depreciated by 7.0% in 2021, Outlook
of the financial year and the
depreciated significantly by 33% by The current economic crisis in the
increase in borrowings to finance
end March 2022. country has muted growth prospects
the enhanced working capital
requirements of the company. for the FY 2022/23. Further, global
headwinds such as rising energy prices,
EXCHANGE RATE MOVEMENT
supply chain disruptions and rising
Inflation commodity prices will pose as key
300 Inflation has steadily risen since early challenges in the year ahead. However,
2021, on account of exchange rate the medium-to-long term outlook
USD Monthly average - LKR
Source : CBSL
SINGER INDUSTRIES (CEYLON) PLC
29
ANNUAL REPORT 2021/22
STAKEHOLDER INTERACTIONS
We maintain regular and proactive communication with our stakeholders, allowing us to immediately define the challenges that
are most significant to them. As a result, we will be able to develop a strategy to address these needs. We engage through a
variety of official and informal channels, and we work hard to effectively manage the frequently alternative opinions of our diverse
stakeholders. When identifying and prioritizing stakeholders with whom to engage, we examine the parties who may have the
most impact on our value creation process and those who are most impacted by our decisions.
MATERIALITY MATTERS
Material matters are defined as the The following process is maintained to determine issues that are material
issues that are of critical importance to the Company:
to our stakeholders which have the
Identification of issues Evaluation Prioritisation Selection and Validation
ability to significantly impact our
• Assessment • Evaluate potential • Prioritise matters • Determine material
performance and value creation. of external impact on the based on relative aspects to be
environment and Group and key significance included in Report
The Company’s material matters broader contextual stakeholder • Obtain validation
trends groups
are integral to this Report as it • Stakeholder
with endorsement
from Board
determines the key information Engagement and executive
• Evaluation internal management
needs of our stakeholders. The strengths and
weaknesses
material topics given below are a
combination of those prescribed
by the GRI guidelines and
factors specific to our operating
environment, value creation model 5,8 1,2,3,
4,6
Significance to Stakeholder
and strategy.
7,9,10 11,12
Significance to Company
Material Matters
The challenging externalities and uncertainty that prevailed during the year under review 2021/22 resulted in a shift in the
Company’s internal and operating landscape. This had a direct impact on the Company’s material topics.
MATERIALITY MATTERS
VALUE CREATION
FINANCIAL CAPITAL
OUR VISION
Shareholders and debt providers finance TO MANUFACTURE WORLD-CLASS
the expansion plans of the Company in APPLIANCES FOR THE HOME.
return for sustainable returns
FINANCIAL CAPITAL
13,807
(Page 34)
Generating sustainable shareholder
value
sewing machine + Market price per share: Rs. 38.3
cabinets manufactured + Return on total assets: 3.9%
23,550
MANUFACTURED CAPITAL
(Page 45)
+ Capacity utilisation: 71%
portable sewing machines
manufactured/assembled + Capital expenditure: Rs. 1.2 million
+ Volume growth of portable machines: 37%
INTELLECTUAL CAPITAL
(Page 58)
NATURAL CAPITAL
(Page 55)
Environmental impacts of our
operations
- Waste generated: MT 67.9
- Water consumption: M3 0.03/unit
- Energy intensity: 0.1 Gj/unit
SINGER INDUSTRIES (CEYLON) PLC
34
ANNUAL REPORT 2021/22
FINANCIAL CAPITAL
AT SINGER INDUSTRIES (CEYLON) PLC, WE ARE FOCUSED ON EFFECTIVELY MANAGING OUR FINANCIAL
CAPITAL WHICH WILL HARNESS THE OPPORTUNITY FOR LONG-TERM VALUE CREATION. OUR FINANCIAL
CAPITAL INCLUDES THE SHAREHOLDER FUNDS AND BORROWINGS WHICH ARE USED FOR COMPANY’S
OPERATIONS TO CREATE VALUE FOR OUR STAKEHOLDERS.
50%
2021/22 2020/21 Variance%
Traditional sewing machines Singer (Sri Lanka) PLC 11,165 14,031 (20%)
Portable sewing machines Singer (Sri Lanka) PLC 12,385 9,055 37%
Cabinets for sewing machines Singer (Sri Lanka) PLC 13,807 16,201 (15%)
Revenue for the Year
12,709
Rs. 943.7 million
Stands for sewing machines Singer (Sri Lanka) PLC 15,190 (16%)
TURNOVER
YOY Growth
In Sewing Machine Sales 2%
1000
Though there is a drop in volumes of traditional sewing machines including cabinets
and stands, there is a growth in the retail market excluding the special order for
800 traditional sewing machines received Municipal Council which received in last year.
This order was not placed due to the pandemic.
600
Except the special order, volumes can be tabled as follows,
2018/19
2019/20
2020/21
2021/22
Other Products
** 15 months ended Other non-sewing category volume increases as follows,
31 March 2019 (2018/19)
Product Customer Sales Volumes - YTD
Sewing machines, cabinets, and
2021/22 2020/21 Var. %
stands
Key drivers for the revenue increase Washing Machine Tubs Regnis Appliance (Pvt) Ltd 40,754 33,490 22%
were the volume increase in portable Sofa Legs Singer Piliyandala Factory 100,780 53,181 90%
sewing machines by 37% which also
Refrigerator Components Regnis (Lanka) PLC 21,637 20,734 4%
impacted the sale of cabinets and
stands. With the pandemic, there AC Brackets Singer (Sri Lanka) PLC 30,689 22,717 35%
was a significant increase in demand Singer Oil Products - Packs Singer (Sri Lanka) PLC 20,353 19,523 4%
for portable sewing machines as lot
of households looked for alternative The non-core operational activities accounted for 33% of the total revenue,
sources of income. This in turn recording Rs. 308 million as of year-end, demonstrating its healthy performance
impacted the sales of cabinets for and growth potential. The sales of washing machine tubs to Regnis Appliance
sewing machines as demand for contributed largely towards this non-core revenue with a total of Rs. 176 million while
cabinets and stands dropped. the balance was Rs. 132 million stemmed from the sale of refrigerator components to
Regnis (Lanka) PLC and the supply of air conditioner brackets, CCTV accessory Kits,
Further, price increases taken Furniture Components, and Singer Oil Bottles to Singer (Sri Lanka) PLC. As evident,
considering the material cost increases the non-core operational activities have transpired to be a key strength towards the
also affected the revenue increase. total revenue base of the Company during the current financial year.
SINGER INDUSTRIES (CEYLON) PLC
36
ANNUAL REPORT 2021/22
FINANCIAL CAPITAL
During the second quarter (2021/22), impact on the Company’s profitability. an extent of 50.42 perches). Rental
Company expanded the range of Gross profit for the period was Rs. income for the year was Rs. 21 million
CCTV Installation Kits by introducing 45.3 million compared to a gross loss compared to Rs. 19.5 million in the
new categories to generate additional of Rs. 41.9 million in the comparative previous financial year. The Company
revenue of Rs. 8.4 million for the year. Volume increases in the portable earns rental income by providing
current financial year and these are sewing machine range and non-sewing warehouse space to its parent company,
being marketed through the brand category resulted to keep the gross Singer (Sri Lanka) PLC. Compared to
name, “Dahua”. margin at a healthy level. the prior year, an increase of 8% in the
annual rental income can be noted.
Further, based on revised corporate
strategies, the Company was able to
OTHER INCOME
achieve the planned sales target set for
the fourth quarter of the current financial 25
year which kept the company at this
level. With all these achievements, the 20
company could achieve a gross profit
after the year 2016.
15
Mahesh Wijewardene - Group CEO of Singer
(Sri Lanka) PLC at the Concept Store opening The Company has set an ambitious
revenue goal for the upcoming 10
financial year, anticipating a further
positive shift from the current position
5
with planned new projects aimed at
improving the Company’s profitability.
0
2017
2018/19
2019/20
2020/21
2021/22
GROSS PROFIT/(LOSS)
50
40 ** 15 months ended 31 March 2019
Dahua surveillance system product range at the
(2018/19)
new Concept Store 30
20 Operating Expenses
Gross Profit/(Loss) 10 The administration expenses of the
After recording continuous losses for 0 Company for the twelve months ending
the last four financial years, Company
-10 31 March 2022 amounted to Rs. 17.6
managed to record a gross profit in million compared to Rs. 12.4 million for
-20
2021/22. This was a huge achievement the previous financial year, ending 31
from the Company’s point of view -30
March 2021. The main reason for the
as the management and employees -40 increase in administration expenses
worked extremely hard to achieve -50 was the increase in management fees
2017
2018/19
2019/20
2020/21
2021/22
this result. Apart from the increase in charged by our ultimate parent Hayleys
revenue, this result was hugely backed PLC. However, this service provides a
by our cost optimization strategies. value addition to the Company in many
In the backdrop of a depreciating Sri ** 15 months ended 31 March 2019 critical areas such as procurement,
Lankan Rupee against the US Dollar (2018/19) performance improvement projects,
and the resulting surge in material and insurance etc.
prices, the exchange rate increased by Other Operating Income
approximately 55% during the current The Company’s other operating income Selling and distribution costs
year. However, price adjustments of Rs. 22.3 million during the year primarily amounted to Rs.1.0 million compared
were taken considering the material consisted of rental income earned from to the Rs. 0.9 million in the last
price increases resulted in an adverse its investment property (approximately financial year and the increase was
SINGER INDUSTRIES (CEYLON) PLC
37
ANNUAL REPORT 2021/22
due to the in-transport cost to cater the working capital requirement of the Equity Accounted Investee
to the increased demand. However, Company. For this purpose, Company For the year under review, the share
during the year, the company took the borrowed further Rs. 110 million from of profit from its associate Company,
following measures to reduce the cost its parent company Singer (Sri Lanka) Reality Lanka Limited amounted to
in other areas; PLC during the year. Based on the Rs. 5.9 million compared to Rs. 8.8
group direction considering the current million in the last financial year. The
- More focus on productivity financial crisis, all inventory levels have drop in the profit share was mainly
improvement and proper been increased to overcome the risk of due to the decrease in fair value gain
utilization of overtime. “Zero stock level”. from its properties compared to last
year. At end of the current financial
- Process improvements to Finance Income and Investment
year, Company held 29.6% of Reality
reduce the additional cost. Assets
(Lanka) Limited which is considered an
The Company earned a finance income associate company to the Company.
- Continues follow-up on of Rs 13.3 million for the year under
warranty cost, warranty claims review through the investment of a Profit Before Tax
from suppliers, and reworks. fixed deposit with an affiliated company,
During the year under review,
Singer Finance (Lanka) PLC. Compared
Operating Profit Company saw a significant turnaround
to the last financial year, the interest
in its profitability levels as Profit
The operating profit of the Company income earned dropped by Rs 4.4 million
before tax stood at Rs. 108.9 million
has increased from a loss of 19.8 million during the current financial year marking
from a loss of Rs. 2.0 million in the
in 2020/21 to a profit of Rs. 109.1 million. a 25% reduction due to the declining
previous financial year. This was mainly
This was mainly attributed to the increase policy rates. However, the rates increased
attributed to the increase in revenue
in revenue and revaluation gain of Rs. 60 significantly at the end of March 2022.
and fair value gain from investment
million from investment properties.
properties.
FINANCE COST AND INCOME
OPERATING PROFIT/(LOSS) Income Tax
25
120 The Company reported an income tax
100 20 expense of Rs. 16.1 million mainly due
to the 24% tax charged on profit from
80
15 Investment Income compared to the
60 Rs. 5.0 Mn reported last year.
10
40 Profit after tax
20 5 Net profit for the year was Rs. 92.7
million compared to the net loss of
0
0 Rs. 6.9 million was recorded in the
2017
2018/19
2019/20
2020/21
2021/22
2018/19
2019/20
2020/21
2021/22
Finance Costs
The finance costs of the Company
increased to Rs. 19.5 million compared
to Rs. 8.7 million were reported in the
previous financial year. This was mainly
due to the increases in AWPLR and
high borrowing in compensating for
Investment property of the Company
SINGER INDUSTRIES (CEYLON) PLC
38
ANNUAL REPORT 2021/22
FINANCIAL CAPITAL
Financial Position
PROFIT BEFORE TAX
120
As at 31 March (Rs. million) 2022 2021
100
Total non-current assets 1,749 1,511
80 Total current assets 606 465
-20
Total equity and liabilities 2,355 1,976
2017
2018/19
2019/20
2020/21
2021/22
2018/19
2019/20
2020/21
2021/22
(2018/19)
A MAJOR PROPORTION 16% 55%
OF THE TOTAL ASSETS
COMPRISED OF THE
NON-CURRENT ASSETS
PPE Investment Property
AMOUNTING TO RS. 1,749 Other Investment Inventories
MILLION (2020/21: RS. 1,511 Fixed Deposit
MILLION) DEPICTING A Related party receivable
YEAR.
SINGER INDUSTRIES (CEYLON) PLC
39
ANNUAL REPORT 2021/22
2018/19
2019/20
2020/21
2021/22
1
Cash Flow
The Company saw a slight drop in 0
its inventory turnover ratio (ITO) to The net change in cash and cash
-1
4.0 (times) compared to 4.4 (times) equivalents has improved from the
2017
2018/19
2019/20
2020/21
2021/22
recorded during the last financial unfavorable balance of Rs. 26.3 million
year due to the group direction of to Rs. 8.8 million. This was due to
inventory’s upliftment. improvement in both cash flow investment
NET ASSETS PER SHARE
activities and financing activities.
350
Withdrawal of fixed deposits resulted in
INVENTORY & ITO 300 positive cash inflow from investing activities
4.5 250 and proceeds from interest-bearing
350
borrowing resulted in a positive impact on
300 4.4 200
cash from financing activities.
4.3 150
250
4.2 100 Financial Reporting
200
4.1 50 The Company is committed to inculcating
150
4.0 the best practices and policies in financial
0
100
3.9 reporting while ensuring that the
2017
2018/19
2019/20
2020/21
2021/22
DuPont Analysis
DISTRIBUTION OF VALUE ADDED
The concept comes from the DuPont company
that began using this formula in the 1920s. DuPont
5%
8%
explosives salesman Donaldson Brown invented the
4% Paid to Employees formula in an internal efficiency report in 1912.
46%
2022
To Government as Taxes & Duty
This concept shows the different drivers of Return on
To shareholders as Dividends
Equity (ROE). An investor can use analysis like this
As Interest to compare the operational efficiency of two similar
37%
Reinvested organizations.
Customer Centricity
Nurturing our Social and Relationship capital
Our customers are the most key part
Our actions Value created
of our business. To create value for our
Donations made during the year Rs. 27,130 customers we focus on being customer-
Payments to suppliers Rs. 801 million centric. As the manufacturing arm of
Singer (Sri Lanka) PLC, Singer Industries
Number of products delivered to customers 22
(Ceylon) PLC does not directly engage
Taxes paid during the year Rs. 92,303,327 with the end-consumers of its products,
as distribution, marketing, and after-
Key focus areas sales services are provided by the parent
company. Nevertheless, understanding
evolving customer needs are essential
to delivering relevant product solutions
and we strive to maintain engagement
CUSTOMER RELATIONSHIP MAINTAINING
through numerous platforms.
SATISFACTION WITH SUPPLIERS QUALITY
Our technicians visit selected showrooms The Company has a hotline to provide The Company uses social media
in particular areas with prior notification 24*7 service to customers to resolve any networks to promote products and
to its customer base and examine machines’ technical/operational issues. provide technical assistance. Videos
and rectify sewing machine issues and on sewing machine-related issues are
conduct minor repairs free of charge. provided through YouTube in Sinhala
The clinics are also used as a platform and Tamil mediums for the convenience
to educate customers on the optimum of customers.
use of their sewing machines. During the
year, one such clinic was conducted.
SINGER INDUSTRIES (CEYLON) PLC
43
ANNUAL REPORT 2021/22
Our customer contact points are spread across the island for the ease and
convenience of our customers.
Process Upgrades
As the market leader, the Company takes pride in developing and enhancing its
production processes to strengthen its operations and create a sustainable business
YouTube with a competitive advantage. During the year, the following improvements were
carried out to sewing machine operations.
150 +
Technical videos
•
•
Improvements to portable sewing machines.
Improvements to cabinet plant through productivity enhancements.
• Productivity increase of Singer oil bottling.
181k +
We source raw materials from both local and foreign suppliers for our manufacturing
and assembly operations. We believe that positive supplier relationships are
Views vital for an uninterrupted business operation. Therefore, we focus on ensuring a
secure, safe, efficient, and high-quality supply base for our production process. The
Company maintains ethical and open relationships with our suppliers who are kept
Maintaining Quality
informed of our quality standards requirements and procurement processes. Even
Maintaining the quality of our products amidst the global supply chain disruptions caused by the pandemic as well as the
is of paramount importance to us as country’s economic downturn, we managed to procure the materials on time and
a manufacturer and we have gained ensure continued production to meet our customer demands. Also, as a responsible
the trust of our customers through corporate citizen, the Company honored all its commitments to suppliers, offering
the products of superior quality flexible delivery terms and timely payments to support their commercial sustainability.
manufactured over the years. Product
quality is ensured from the inception During the year in review, we have initiated the following activities to engage with our
of the production process, through local suppliers.
the entire production process as well
as when providing after-sales services. - Providing technical support
The Company provides a warranty
- Providing training on machinery
of one year, inclusive of required
- Dealing with regulatory bodies on behalf of suppliers
component replacements.
SINGER INDUSTRIES (CEYLON) PLC
44
ANNUAL REPORT 2021/22
96
Non – Renewable Alloy kg 36,105 26,932
Plastic kg 219,271 192,384
Polythene kg 1,080 1,080
Steel kg 638,324 670,516
Renewable Timber Sg ft 117,134 138,327
• Planting of 1000 coconut trees
We planted 100 out of 1,000
There have been no negative environmental or social impacts in the supply chain and all
new suppliers are screened using environmental and social criteria. coconut trees project with the
participation of our workforce.
No incident noticed on operations and suppliers at significant risk of forced or Each employee was given the
compulsory labor or incidents of violations involving rights of indigenous peoples. task of maintaining particular
trees and ensuring their growth.
No substantiated complaints concerning breaches of customer privacy and losses of
customer data. Further, non-compliance with laws and regulations in the social and
economic area has not been noticed during the period under review. Industry Stakeholder Associations
The Company has obtained
No political contributions for the Company has been noticed.
memberships in the following
Relationship with regulators organizations and adheres to the
The government of Sri Lank is a key stakeholder of the Company as we are bound to relevant protocols and guidelines aimed
pay various direct and indirect taxes on a timely basis. We ensure our businesses are at supporting and safeguarding the
conducted in compliance with all the applicable rules and regulations. community.
• Employers’ Federation of Ceylon
Geographical breakdown of suppliers • Colombo Stock Exchange
% 2021/22 Rs. • Central Depositary System
• Central Environmental Authority
Payments to Local Suppliers 44 349,183,095
• Institute of Chartered Accountants of
Payments to International Suppliers 56 451,737,191 Sri Lanka
Total 100 800,920,286 • Ceylon Chamber of Commerce
• Ministry of Commerce and Industries
Supplier title No. of Supplier Company has taken the necessary
Small Scale Suppliers 74 steps to obtain the required certificates
such as through Central Environmental
Large Scale Suppliers 15
Authority and adhere to guidelines
Sub Contractors 3 provided by respective regulators.
No any negative impact or non-
B2B Suppliers 4
compliances to the environmental
laws and regulations has been noticed
Community during the period under review.
As a socially responsible corporate citizen, we believe that our sustainability as a business Precautionary principle/ approach has
is highly dependent on our commitment to give back to the community. While carrying been adapted by the company.
on our business operations, we aim to create a positive impact on the community through
sustainable imitates that foster good relationships and bring about long-term benefits. Some Way forward
of the key philanthropic activities carried out during the year are given below: In the backdrop of difficult
economic conditions, we strive
• Donation to Preethipura Child orphanage to support and safeguard the
With the consent of our employees, we allocated the cost of providing lunch for interests of our stakeholders while
our employees for one day to provide Preethipura child orphanage with food, continuing to create sustainable
gifts, and other necessary items. value for them.
SINGER INDUSTRIES (CEYLON) PLC
45
ANNUAL REPORT 2021/22
MANUFACTURED CAPITAL
OUR MANUFACTURED CAPITAL ENCOMPASSES ALL MATERIAL RESOURCES AND ENERGY USED
THROUGHOUT OUR MANUFACTURING PROCESS AND HOW EFFECTIVELY AND SUSTAINABLY
THESE ARE USED. EFFICIENT USE OF OUR MANUFACTURED CAPITAL HAS HELPED US TO BE
INNOVATIVE IN OUR PRODUCTION PROCESS AND OPTIMIZE RETURNS WHILE CREATING VALUE.
Manufacturing Capabilities
Nurturing our Manufactured Capital
As a manufacturing company,
Our actions Value created
creating manufactured capital value
Investment in new plastic is challenging and inherently linked
Rs. 850,000 invested at end of last financial year
crusher machine to the success of our business. Our
Improvements in the manufacturing plant is equipped
Cost reduction of Appox. Rs. 750,000 during the year with the latest technology to cater to
manufacturing process
evolving customer preferences while
Regular factory maintenance Stakeholder trust and confidence
driving operational efficiencies which
ensures optimal usage of raw materials
Key focus areas and environmental sustainability.
Investment in last financial year end
to strengthen our manufacturing
capabilities with an investment of Rs.
850,000 started to benefit us during the
OPERATIONAL CAPITAL current financial year. The Company
EXCELLENCE PRODUCTIVITY EXPENDITURE supply the spare part requirement
of the market as well. Specification
has not been changed in old sewing
Total Machineries machines to new sewing machines
Asset Value Gross thus, any spare part of old sewing
5 3 Operations
imposed due to Covid 19, we continued
Production Sub Contract to operate our plants with minimum
Lines reduction in capacity with all the safety
protocols. Portable sewing machines
SINGER INDUSTRIES (CEYLON) PLC
46
ANNUAL REPORT 2021/22
MANUFACTURED CAPITAL
sales were increased by 37% during Production Capacity Utilization 2021/22 2020/21
the year compared to last financial
year and this was a direct result of 71% 68%
production efficiency achieved through
our improved processes at the factory. Investment in
Our tangible assets amount to 84% Repair and Maintenance
QUALITY CONTROL
INSPECTORS -
PRODUCTION LINE
MANUFACTURING PROCESS
FINISHED QC CHECKING
GOOD UNPACKING
ASSEMBLING PROCESS
MANUFACTURED CAPITAL
Investment Technology
during the year was
HUMAN CAPITAL
HUMAN CAPITAL IS OUR BIGGEST STRENGTH AND MOST VITAL ASSET WHICH DRIVES US
TOWARDS CREATING VALUE FOR OUR STAKEHOLDERS. CARING FOR OUR PEOPLE, INSPIRING,
AND EMPOWERING THEM ARE THE KEY TENETS OF OUR APPROACH TO MANAGING
OUR HUMAN CAPITAL. WE ARE FOCUSED ON IDENTIFYING THE NECESSARY TRAINING
REQUIREMENTS OF OUR WORKFORCE WHILE OUR HUMAN RESOURCES POLICIES ARE
ALIGNED TO RETAIN THE BEST TALENT IN THE INDUSTRY.
HR Philosophy
The Company considers its Human Capital as the key asset underpinning its success. Management of our human resources
is considered a responsibility of every manager and our philosophy revolves around providing them the necessary guidance
and skills to ensure this responsibility is carried out effectively. The human resource activities are centrally coordinated through
formalized governance structures and policy frameworks to ensure consistency in the application of policies across all divisions of
the Company.
We are committed to retaining our loyal and talented workforce which was instrumental in achieving our strategic goals and
objectives. We continuously take measures to make our Company a better place to work for employees while encouraging work-
life balance. Our policies are designed to provide fairness, transparency, and uniformity in managing Human Capital and it enables
SINGER INDUSTRIES (CEYLON) PLC
50
ANNUAL REPORT 2021/22
HUMAN CAPITAL
us to create a motivated workforce employees through appropriate Policies applied across the
that is aligned with our values and application of procedures and in turn Company
philosophy. convey the Company’s expectation
that employees will carry out their REMUNERATION AND
Human Resource Governance duties and responsibilities to the BENEFITS
The Director-Human Resources holds best of their ability making a positive • Recruitment/transfer
overall accountability for ensuring that contribution. • Manpower planning/succession
planning
all human resource activities are carried Accordingly, the human resource • Organization changes
out in accordance with the set policies division has been established • Foreign travel
and procedures. Accordingly, he holds with the appropriate level of staff
responsibility towards; based on business requirements,
TALENT DEVELOPMENT
constraints, and achievement of
• Initiation and direction of human • Training development
management standards. Competent
resource strategies, plans, and • Performance planning, appraisal
and skilled staff capable of handling
policies. development
all aspects of human resource
• Monitoring, reporting, and management including manpower
recommending policy actions in planning, recruitment, appraisal and HEALTH AND SAFETY
response to trends in the country. development, training, salary and • Occupational health and safety
• Interfacing and coordinating benefits, employee relations, industrial
between corporate and Company relations, communications, and related
administrative systems steer this ETHICS
on human resource matters affecting
division. • Complaints
or originating within the Company’s
• Grievances
operations.
Our Policy Framework • Rules of disciplinary procedure
• Providing guidance and support
All key human capital-related • Relative’s employment/
to all divisions of the Company as business relationship
matters are addressed through a
required or requested. • Sexual harassment in the workplace
comprehensive set of human resource
• Auditing the human resource
policies which have been developed
management activities and initiating
under the following guidelines:
discussions to develop the function. OUR TEAM
• Treat employees with consideration, • Recruit, develop and retain AS AT 31 MARCH 2022, THE
understanding, and respect; employees at all levels and positions COMPANY COMPRISED OF
encourage employees to discuss any based on equal opportunity and 72 INDIVIDUALS, FROM
job-related or personal problems abide by the employment laws and DIVERSE BACKGROUNDS.
with their supervisors in confidence regulations of the country THE COMPANY PRIDES ITSELF
and make concerted efforts to • Provide a healthy work environment AS AN EQUAL OPPORTUNITY
resolve grievances promptly. and safe work practices while EMPLOYER AND IS
• Provide training and educational encouraging employees to maintain COMMITTED TO FOSTERING
opportunities based on Company their health and safety A DIVERSE AND INCLUSIVE
requirements and provide CULTURE ACROSS ITS GAMUT
• Provide competitive compensation
promotions internally where possible OF HUMAN RESOURCE
and conditions of employment
based on merit. FUNCTIONS INCLUDING
based on performance, required
• Encourage greater contribution by RECRUITMENT, PROMOTIONS,
knowledge, skills, and accountability
maintaining open communication COMPENSATION, TRAINING,
in line with industry standards.
on matters of mutual interest with EMPLOYEE POLICIES, LEGAL
• Provide a balanced benefit program
employees. REGULATIONS, AND LEGIBILITY
on par with competitive practice.
OF DOCUMENTS.
• Seek to optimize manpower
efficiency and productivity.
• Communicate these policies to
SINGER INDUSTRIES (CEYLON) PLC
51
ANNUAL REPORT 2021/22
STRATEGIC HR GOALS
We are committed to achieving the following HR Goals through
Workforce by Gender
our HR policies;
Employee type Male Female • Reducing attrition
Managerial 5 - • Employee mental and physical wellness
Executives and 2 2 • Creating an engaging culture for employees
junior executives
• Organization adaptability
All other 60 3
Building talent
Workforce by Age and Region
Due to the impressive low turnover
Below 30 years 30-50 Years Above 50 years
Region ratio of the Company, recruitments
Male Female Male Female Male Female were minimal during the financial year
Western province 2 4 14 - 44 1 2021/22. However, we have well-
structured talent sourcing policies to
Southern province - - 2 - 4 -
ensure we attract the best talent in the
Eastern Province - 1 - - - - industry for any vacancies available.
HUMAN CAPITAL
389
included Singing solo, singing duet,
singing group, instrument solo, and • Medical allowances
instrument group. Our Company
•
TOTAL
Reimbursement of Covid 19 test
employees also took part in many expenses
No of Hours categories and performed. • Housing loans/vehicle loans
PROGRAMS Performance Management • Education aid scheme
• MBA Business administration program • Travelling expenses
Our commitment to a performance-
• Diploma in purchasing & supply chain • Facilitating breakfast, lunch, and tea
based culture has resulted in high
• IFS Training • Foreign travels
retention rates among its staff.
• Advanced excel training
We remunerate our employees • Annual trip/Christmas party
competitively within industry norms • Support for sports activities including
Category Male Female and in line with the overall Group HR gym membership
Managerial 54.8 - Strategy which focuses on retaining • Employee hire purchase scheme
and attracting the best talent in the
Executives and 75.0 7.5 • Parental leaves
industry. The Company’s performance
junior executives • Uniforms including laundry facility
management process is a continuous
All other 0.1 - engagement between employees and • Cost of living increase each year in
September
Average training 129.9 7.5 their supervisors where we evaluate
hours the feedback from both parties and • Other benefits. Eg. allowance for
identify any areas to be improved. spectacles.
SINGER INDUSTRIES (CEYLON) PLC
53
ANNUAL REPORT 2021/22
16
respected. We also prioritize the 2
HUMAN CAPITAL
78%
employees. between the interests of the
employees and the Company.
• Reviewing and evaluating the health
and safety management systems and Way Forward
procedures regularly.
As the country is at a very critical
As in last year, additional focus was
placed on ensuring the health and well- OF THE juncture due to its economic
downturn, we are determined to
being of our employees during the year
EMPLOYEES focus on building a skilled and
as a result of the complexities stemming
The prevailing
motivated pool of employees to
from the Covid 19 pandemic. Safety help the Company to achieve its
measures and protocols in line with collective strategic goals. We will continue our
the regulations issued by the health
agreement efforts to create an environment for
covering is
authorities were implemented swiftly to employees to thrive while with our
safeguard our workforce and facilitate
business continuity. reviewed every expansion plans, we are expecting
two years
to attract more local talent which
will ultimately create value for the
All the employees are covered through
Country as well.
the health and safety management
system of the company and the any dissatisfaction or feeling of injustice
maintenance of this system is solely among employees in connection with
under the purview of human resource grievances that should first be discussed
manager. with the immediate superiors: line
manager, head of the department, and
head of division in writing or verbally. If
Year No of Injuries
they cannot resolve at this level these
2022 7 grievances are then directed to the
2021 13 ‘Ombudsman Committee and then to
a 3rd level committee appointed by the
2020 29
Chairman. If the issues remain further
unresolved the Chairman is notified.
All the injuries can be considered as
However, the 3rd level committee shall
minor injuries and categorized under
bring to the notice of the relevant
first aid injuries.
divisional head and the Ombudsman
committee the basic reasons for the
Grievance Handling
grievance to sort out inter-personal
The Company fosters a culture of differences between parties, before
honesty and openness and encourages addressing the problem to Chairman.
employees to bring to the attention The human resources manager in the
of management, for corrective Ombudsman committee acts as the
action, any complaints or grievances committee coordinator.
without fear of reprisal. The Company
identifies complaints as instances of Collective Agreements
unfair treatment, fraud, theft, waste or
The Company sustained harmony
improper, unethical or other behavior
and maintained cordial relationships
on the part of the employees which
with the unions during the year with
may bring disrepute or loss to the
no instances of industrial disputes.
organization. Grievances are defined as
SINGER INDUSTRIES (CEYLON) PLC
55
ANNUAL REPORT 2021/22
NATURAL CAPITAL
FROM THE GROUP LEVEL, OUR POLICIES ARE DESIGNED TO ACHIEVE OUR GOALS WHILE
PRESERVING NATURAL RESOURCES. AS A RESPONSIBLE CORPORATE CITIZEN, WE ARE
COMMITTED TO MINIMIZING ANY IMPACT OF OUR OPERATIONS ON THE ENVIRONMENT WHILE
TAKING PROACTIVE INITIATIVES TOWARDS ENVIRONMENT SUSTAINABILITY.
NATURAL CAPITAL
In addition to the above, the HR Minimizing Wastage as possible. Waste generated by the
division has allocated a separate Our internal processes are designed Company is segregated according to
person to carry out all environmental- to minimize the wastage from our recyclable and non-recyclable materials,
related and waste disposal operations. production to the maximum level while and organic waste to ensure proper
achieving operational efficiency. We and safe disposal of waste according
Furthermore, the Company has started to local laws and regulations. Further,
also consistently monitor, review and
the discussion of investment in solar the Company sells its waste to entities
improve our systems, processes, and
power in line with recommendations that are reusing the waste items and
procedures against our environmental
received through the energy audit. generate an additional income.
strategy, targets, and goals.
SINGER INDUSTRIES (CEYLON) PLC
57
ANNUAL REPORT 2021/22
Tree Planting
The coconut tree is arguably one of
the most versatile fruit in the tropical.
Therefore, we called as “Kapruka”.
Every part of the fruit and the tree itself
has used and has been traditionally
used in various ways in different
parts of the world. Uses of coconut
trees are a source of food, thatching, Our efforts to conserve energy has helped us to reduce emission from our operations to
substitute milk, natural scrubbers, hair the environment. As a responsible corporate citizens, we strive to minimize the release of
conditioning, providing craft materials, emissions and reduce our carbon footprint further in the years to come.
making ropes, and brooms etc.
GHG Emission
As part of our efforts to contribute Type
to environmental sustainability, we
Scope 1 Emission (Tco2) - Direct Emission 32.5
planted 100 out of 1000 coconut
trees project during the year with Scope 2 Emission (Tco2) – Indirect Emission 221.3
the participation of our employees. Scope 3 Emission (Tco2) – Other Indirect Emission 4.0
Employees were given the
Total Emission (Tco2)- 2021/22 257.8
responsibility to look after the trees
on a “Plant and Care” basis. Total Emission (Tco2) - 2020/21 234.0
1000
during the year We will continue our efforts to protect the environment by reducing any harmful
impact of our operations. We strive to be a part of the solution through inbuilt
systems and processes in our business units as well as the utilization of the
latest technology available. Furthermore, we plan to use treated timber rubber
for our manufacturing process, which is a commercial tree and not for firewood.
Coconut trees Hence, it will add value to society.
Reducing Emissions
SINGER INDUSTRIES (CEYLON) PLC
58
ANNUAL REPORT 2021/22
INTELLECTUAL CAPITAL
Management Approach
Our intellectual capital includes internal control procedures,
corporate governance framework, knowledge, and expertise
of our employees, innovation, and brand value. We believe
that the above factors support us to gain a key competitive
advantage over our competitors. Our best practices
combined with our process-driven operations also add to the
intellectual capital value for our stakeholders. Furthermore,
OUR BRAND
the efficient use of our intellectual capital enables us to SINGER HAS EVOLVED AS A BRAND
be proactive and ready to tackle obstacles in the future by THAT HAS BUILT AN UNMATCHED TRUST
embracing innovation and enhancing efficiency. IN ALMOST EVERY HOUSEHOLD IN
THE COUNTRY. WE AS A SUBSIDIARY
Internal Controls and Procedures
OF SINGER (SRI LANKA) PLC, BENEFIT
As part of our risk management procedures, Company FROM THE BRAND EXCELLENCE OF OUR
has placed sound internal control procedures under the
PARENT WHICH GIVES US LEVERAGE
supervision and guidance of the Audit Committee. These
IN THE MARKET AS A MANUFACTURER.
procedures are periodically reviewed by the Audit Committee
SINGER HAS BEEN RECOGNIZED FOR
and Singer Group Internal Audit Department reviews the
effectiveness of such controls. Any deviations found from
THEIR EXCELLENCE IN MANY LOCAL AND
these audits are reviewed and discussed in the Audit INTERNATIONAL AWARD CEREMONIES.
Committee and rectified in a timely manner.
SINGER INDUSTRIES (CEYLON) PLC
59
ANNUAL REPORT 2021/22
INTELLECTUAL CAPITAL
Way Forward
With the backing of our parent’s marketing team, we have planned to develop and introduce a few new products to the
market in the year 2022/23. We hope these products will revolutionize the livelihoods of Sri Lankans in the coming years.
Also, we strive to encourage our senior employees to share their tacit knowledge with new employees, so there will be
a smooth transition of knowledge when Company is moving forward. Furthermore, we have planned to strengthen our
internal controls and procedures with the support of the group Internal Audit team.
SINGER INDUSTRIES (CEYLON) PLC
61
ANNUAL REPORT 2021/22
RESPONSIBLE
IGNIFICANT GROWTH IN
S
TURNOVER LEVELS IN THE
MODERN SINGER SEWING
MACHINE RANGES HAS
POSITIONED SEWING AS A
STEWARDSHIP &
LUCRATIVE HOBBY.
CORPORATE GOVERNANCE
SINGER INDUSTRIES (CEYLON) PLC
62
ANNUAL REPORT 2021/22
CORPORATE GOVERNANCE
Singer Industries (Ceylon) PLC has While referred to in detail in these governance processes are
consistently maintained the highest subsequent sections of this interdependent and interrelated. The
levels of Corporate Governance Annual Report, the Company’s former safeguard and ensures the
to foster a culture that values and governance philosophy is practiced business performance maintaining a
rewards, ethical standards, personal in full compliance with the following balance between accountability and
and corporate integrity and mutual internal and external Acts, Rules and assurance of the business process
respect. The Board of Directors, led Regulations: while the latter enables the focus
by the Chairman, is responsible for on areas of value creation to the
the governance of the Company External Instruments business.
by reviewing and suggesting • Companies Act No. 07 of 2007.
improvements to policies to provide We at Singer Industries (Ceylon) PLC
• Listing Rules of the Colombo Stock
transparency and accountability. espouse the belief that successfully
Exchange (CSE).
run business enterprises are founded
The Company’s approach to Corporate • The Code of Best Practice on on a set of fundamental qualities
Governance is broadly aligned to Corporate Governance as the those that embed transparency,
that of its parent, Singer (Sri Lanka) Institute of Chartered Accountants accountability and responsibility
PLC which in turn is consistent with of Sri Lanka (CA Sri Lanka). within the core of its business
the ultimate parent Hayleys PLC. The operation. The Company’s strong
• Integrated Reporting Framework
Company’s Corporate Governance core qualities are translated into
issued by the International
framework drives accountability, action to ensure that the Company
Integrating Reporting Council (IIRC).
transparency and integrity at every remains law abiding, strictly adhering
level of the organisation, ensuring • GRI Standards for Sustainability to the laws and regulations of the
stability during challenging industry reporting issued by the Global country. From the Board of Directors
conditions. Reporting Initiative. to the production floor we give top
priority to business integrity and
The Board of Directors is the Internal Instruments accountability to stakeholders.
apex governing body and holds • Articles of Association
responsibility for setting the strategic Singer Industries (Ceylon) PLC is fully
• Group policy frameworks
direction, formulating policies and compliant with the Code of Best
exercising oversight over the affairs • Code of Ethics Practices on Corporate Governance
of the Company. All employees, issued by the Institute of Chartered
• Board and Sub-Committee Terms
senior management and the Board of Accountants of Sri Lanka
of Reference
Directors abide by this philosophy in (CA Sri Lanka). This practice mainly
the performance of their official duties • Governance mechanisms covers the following aspects,
and in other situations that could affect • Risk management framework • Directors and Secretary
the Company’s image and it is the duty
and the responsibility to uphold and Governance Policy and Framework • Director’s Remuneration
act in the best interest of the Company
Governance framework covers • Relationship with Shareholders
and its stakeholders in fulfilling its
both Corporate Governance • Accountability and Audit
stewardship obligations.
and Business Governance. Both
• Shareholders
Governance Mechanisms
RISK
STAKEHOLDER STRATEGIC TALENT MANAGEMENT
ENGAGEMENT PLANNING MANAGEMENT AND
COMPLIANCE
SINGER INDUSTRIES (CEYLON) PLC
63
ANNUAL REPORT 2021/22
Regulatory Framework
through the governance framework of
STA
Board Sub Committees the parent Company, Singer (Sri Lanka)
Internal Governance Policies and Procedures
KEHO
Group Group Group PLC.
LEADERSHIP
implementation. It is responsible
ME
Internal
Audit
for the governance of the Company
NT
Board of Directors comprise of Four (04) Independent Non-Executive Directors, One (01) Non-Executive
Composition Director and Three (03) Executive Directors.
Singer Industries (Ceylon) PLC is headed
by an effective Board of Directors Further, two directors appointed as Alternate Directors w.e.f.20 April 2022.
and comprises of Eight (08) Directors A summary of the expertise of the Board of Directors is as follows:
including the Chairman and the Chief
Expertise No of Directors (10)
Executive Officer (CEO). All the Directors
are professionals who have acquired a Finance & Management 4
wealth of experience and have proven
Human Resource 1
ability in the fields of Management,
Marketing, Finance, Human resource, Marketing & Logistic 2
Engineering and Economics. The Board Economics 1
of Directors is accountable for the
Engineering 2
governance of the Company.
The Chairman and the CEO function The profiles of the Chairman, CEO and other Directors are provided in the Annual
as Executive Directors. The Board Report on pages from 23 to 25.
SINGER INDUSTRIES (CEYLON) PLC
64
ANNUAL REPORT 2021/22
CORPORATE GOVERNANCE
Directors dedicate themselves to the Board’s Independence Board Meetings and Circular
affairs of the Company by attending None of the Independent Directors Resolutions
Board and Board subcommittee have held executive responsibilities in The Board convenes at least on
meetings and making decisions by the Company. They have submitted a quarterly basis to review the
circular resolutions. Prior to every a declaration confirming their performance of the Company and
Board meeting, each Director receives independence in accordance with take strategic decisions or even more
a comprehensive set of Board papers Section 7 of the CSE Listing Regulations frequently if the necessity arises. The
and any additional information on Corporate Governance as at 31 March scheduled dates of meetings for the
requested by the Directors. It is the 2022. The Non-Executive Directors do year are approved by the Board in
CEO’s duty to ensure that all members not have any business interest that could advance and the Directors are given
are properly briefed. materially interfere with the exercise adequate notice of any changes to the
of their independent judgments. The planned schedule. Meeting agendas
The Board makes every effort to ensure Board Members are permitted to obtain and Board papers are circulated to all
due compliance to good governance independent professional advice from Board members prior to Board and
practices and makes objective a third party including the Company’s Sub-committee meetings.
assessment of the Company’s risks, External Auditors and other professional
performance and prospects. These are consultants whenever deemed During the period, the Board met four
discussed in detail in the Chairman’s necessary. (04) times. The Board subcommittees
Review on page 16, CEO’s Review also met on a regular basis. Circular
on page 19, Financial & Operational The Directors are required to bring an resolutions are passed as per the
Review on pages 27 and 40, Risk independent judgment to bear decisions requirements.
Management Report on page 112, of the Company. Their duties are to be
Audit Committee Report on page performed without any influence from Number of Board Meetings 04
106, Remuneration Committee Report other persons. The Directors are not a held during the period
on page108, Nomination Committee party to any decisions made on areas
Number of Circular 06
Report on page 109, and Annual of personal interests. Transactions of
Resolutions passed
Report of the Board of Directors on the the Directors and their family members
Affairs of the Company on page118. (arm’s length basis) with the Company
are required to be disclosed.
The Company has the adequate
number of Board members with the
Name of the Director
required qualifications and experience
from a range of disciplines including Mr. A. M. Pandithage 4/4
financial, logistic, engineering and Mr. M. H. Wijewardene 4/4
marketing etc.
Mr. K. D. Kospelawatta 4/4
Apart from the above, the Board holds Mr. S. C. Ganegoda 3/4
the responsibility for followings, Mr. M. H. Jamaldeen 4/4
• Ensure compliance with legal Mr. N. L. S. Joseph 4/4
requirements and ethics.
Mr. K. D. G. Gunaratne 4/4
• Approval of budgets and corporate
plans. Mr. D. K. De Silva Wijeyeratne 4/4
• Approval of interim and annual Mr. K. T. R. Chitrasiri (Alternate Director to Mr. S. C. Ganegoda)
Financial Statements for
(Appointed w.e.f. 20 April 2022)
publication.
Mr. R. S. Kulasuriya (Alternate Director to Mr. M. H. Wijewardene)
• Deciding and approval of
investment and divestments. (Appointed w.e.f. 20 April 2022)
Focus of the Board during 2021/22 for effective participation. The CEO Company Secretaries. All Directors
Determining the product development also ensures that the Board has full have access to the advice and service
agenda policy knowledge of the Company’s affairs of the Company Secretaries as
_________________________ and facilitates effective communication necessary.
with all of the Company’s stakeholders
Product range diversification and Hayleys Group Services (Private)
including government agencies,
maximizing resource efficiency Limited functions as the Board
suppliers, shareholders, employees
_________________________ and the general public. Secretaries as well and advices the
Discussion of implications of Board and ensures that matters
macro-economic and government Strategic Planning and concerning the Companies Act, Board
_________________________ Implementation procedures and other applicable
rules and regulations are followed.
Risk management considerations The Board is responsible for the
strategic planning process of They ensure that the proper Board
Board Meeting Attendance the Company. This includes the procedures are followed and the
responsibility for the formulation of relevant rules, regulations and
The attendance at the Board meetings
the strategic vision and mission of the requirements are complied with which
held during the year on 17 May 2021,
Company, setting the overall corporate are relevant to them as individual
11 August 2021, 11 November 2021
policy and strategy, monitoring Directors and collectively to the Board.
and 14 February 2022 are given below.
performance and reviewing risks and
Executive Management
Division of Responsibilities Between major investments. The Board also takes
the Board, Chairman and Chief on the added responsibility of directing While the Board of Directors is
Executive Officer Company performance towards ultimately responsible for the operations
achieving the best results possible and financial soundness of the
The positions of the Chairman and
and increasing shareholder value. The Company, the day-to-day management
Chief Executive Officer are separated,
Board sets the broad parameters of the of the Company is entrusted to the
preventing unfettered powers for
Company’s business. The Company’s Factory Director. There is extensive staff
decision making in one person. The
business units are then tasked with their participation in decision making at all
CEO functions as the key decisions
application, in achieving specific targets levels, with strategic recommendations
maker of the Company with the
and objectives. on material matters flowing to the
help of the Factory Director and the
Board for final decision.
management team. The Chairman
The Company’s Annual Plan addresses
and the Board of Directors play a
the requirements of the business Chairman’s Role
supervisory and advisory role and set
units and divisions. This ensures that The Chairman is responsible for
the policy direction for the Company.
the entire Company follows the set directing the Board and to be
Board independence from plans and objectives as articulated effective. In practice, this means
management is maintained by in the Annual Plan. These in turn taking responsibility for the Board’s
the presence of Non-Executive become the primary objectives of the composition, ensuring that the Board
and Independent Directors. These Management. The Management has focuses on its key tasks and supports
Directors provide a mechanism to the autonomy and freedom to translate the CEO in managing the day-to-day
critically review all aspects of the these objectives to specific goals that running of the Company. The Chairman
Company’s operations. They ensure are achievable. Key programs are is also the ultimate point of contact for
that no single individual has unfettered identified by the CEO for each year in Shareholders, particularly on corporate
powers of decision making and bring line with the Annual Plan after they are governance issues.
independent judgments to bear discussed.
on issues of strategy, performance The Chairman satisfies himself that
Company Secretary the information available to the Board
and risk. Both the Chairman and the
CEO ensure that good governance is Hayleys Group Services (Private) is sufficient to make an informed
practiced throughout the organization; Limited provides Company secretarial assessment of the Company’s affairs as
and that both Executive and Non- services with competent qualified well as to discharge their duties to all
Executive Directors have opportunities professionals who are registered as stakeholders.
SINGER INDUSTRIES (CEYLON) PLC
66
ANNUAL REPORT 2021/22
CORPORATE GOVERNANCE
The Chairman conducts Board particularly execution of strategy and As at period-end, the Audit Committee
meetings in a manner which forward-looking agenda items. The comprised of three (03) Independent
ensures effective participation from roles of the committees, composition, Non-Executive Directors of the Board.
all Directors, with their individual meeting attendance during the year and The Company Secretaries function as
contribution and concerns objectively focus areas during the year are given in the Secretaries to the Committee. The
assessed prior to making key decisions the respective committee reports from Chief Financial Officer/Compliance
while maintaining balance of power. pages from 106 to 111 of this Report. Officer, Audit Staff of Singer and
Hayleys PLC, representatives of External
Accountability Audit Committee Auditors and when necessary, the
A balanced and comprehensive review The Audit Committee of the parent Group Chief Executive Officer, Group
of the financial position, performance Company, Singer (Sri Lanka) PLC Finance Director, Hayleys Group Chief
and prospects are presented by functions as the Audit Committee Financial Officer (CFO), and relevant
the Company in its Annual Report. to the Company. The Board has operational Directors and Managers
In addition, the Company releases delegated some responsibilities to the attend the meetings by invitation.
quarterly interim Financial Statements, Audit Committee, which include the
and other communications on a need following: The Audit Committee’s authority,
basis. responsibilities and specific duties
• Ensuring that good financial have been formalized through an
The Company has issued a Code of reporting systems are in place. Audit Committee Charter. The Audit
Ethics applicable to all employees Committee is empowered, among the
• Verifying the effectiveness of the
and established a whistle-blowing other duties, to examine any matters
internal control systems and make
policy to report violations to the Board relating to the financial affairs of the
sure the internal controls within the
and Audit Committees. External Company, adequacy of the internal
Company are designed to provide
Auditors, Internal Auditors and control procedures, coverage of
reasonable, though not absolute,
Corporate Auditors appointed by the internal and external audit programs,
assurance to the Directors and
intermediate Parent Company also disclosure of Accounting Policies
assist them to monitor the financial
review the financial performance and and compliance with Statutory and
position of the group.
the effectiveness of internal control Corporate Governance requirements.
systems. • Complying with the applicable laws
and regulations. The Committee held four (04) meetings
Procedures exist to ensure that during the period under review to
• Periodically reviewing the risk
discuss the Reports of the Internal
Directors are provided with timely
assessment processes and
information on a quarterly basis or and External Auditors and Quarterly
organizational risk profile.
even more frequently and a clear Financial Statements for the period.
agenda and papers with guidance • Assessing the independence and
on contents and presentation for evaluating the performance of The detailed Report of the Audit
all meetings to facilitate effective external auditors. Committee is given on page 106.
conduct. When the Board finds that
The Audit Committee is empowered Remuneration Committee
the information provided is insufficient
to review and monitor the financial
or not clear, they call for additional The Remuneration Committee of the
reporting process of the Company so
information which is provided. parent Company, Singer (Sri Lanka)
as to provide additional assurance on
PLC function as the Remuneration
the reliability of Financial Statements
Sub-Committees Committee to the Company. As
through a process of independent and
The Board has delegated certain at period-end, the Remuneration
objective review. As such, the Audit
functions warranting greater attention, Committee comprised of three (03)
Committee acts as an effective forum
to the Board Sub-Committees with Independent Non-Executive Directors
in assisting the Board of Directors
oversight responsibility for same. This of the Company. The Chairman
in discharging their responsibilities
enables the Board to allocate sufficient and the Group CEO participates by
on ensuring the quality of financial
time to matters within its scope, invitation. The Committee is Chaired
reporting and related communication
by an Independent Non-Executive
to the Shareholders and to the public.
SINGER INDUSTRIES (CEYLON) PLC
67
ANNUAL REPORT 2021/22
Director. The Singer Group Finance Relations with Shareholders (SLFRS/LKAS) issued by the Institute
Director functions as the Secretary of The Board uses the Annual General of Chartered Accountants of Sri Lanka.
the Committee. The Group CEO and Meeting (AGM) to communicate Financial information is circulated as
the Singer Group Finance Director with Shareholders and encourage appropriate within and outside the
assist the Committee by providing their participation. Those unable organization.
relevant information and participating to attend may appoint proxies.
in analysis and deliberations. Each substantially separate issue is The Board receives a standard set of
proposed as a separate resolution at documents, which are timely, accurate,
The scope of the Committee is to the AGM including the proposal for the relevant and comprehensive. These
ascertain the fees, remuneration adoption of the report and accounts. papers include a detailed analysis of
and perquisites of the Chairman, The Chairman ensures that the Audit financial and non-financial information.
CEO, Independent Directors and the Committee is available to answer any The Board may call for additional
Executive Directors of the Company. question at the AGM, if required. The information or clarify issues with any
The Committee also approves the Company Secretaries ensure that all member of the management team.
recommendations made by the CEO Shareholders’ queries are answered All Directors are adequately briefed
of Singer Group. Board makes the final whenever required. on matters arising at Board meetings.
decision based on the considerations The Secretary and Compliance Officer
of such recommendations. Investor Relations ensure that Board papers are circulated
in advance prior to Board meetings.
The feedback from shareholders is
The Committee also reviews the
valued highly by the Board in its quest
policies pertaining to the remuneration The timely publication of quarterly
to continuously improve corporate
and perquisites of the Executives of the and annual Financial Statements, with
governance practices. It is the policy
Company. comprehensive details beyond the
of the Board that Shareholders should
statutory requirements, has been a
The remuneration of the Directors is have equal access to information. The
salient feature of our financial reporting
disclosed on pages 151 and 179 of Board has adopted a policy of free
system. The Financial Statements
this Annual Report and the detailed disclosure of all material information of
included in this annual report have
Remuneration Committee Report is the Company to its Shareholders.
been audited by the External Auditors,
given on page 108. Messrs KPMG, Chartered Accountants.
The Company also welcomes the active
Internal Control participation of Shareholders at Annual
Compliance with Law
General Meetings and solicits their
The Company’s Directors are The Company has established
views at all times, promoting healthy
responsible for instituting a system of procedures to ensure compliance
dialogue. Where applicable, the
internal controls to ensure the effective with all applicable statutory and
Company implements Shareholders’
implementation of all policies and regulatory requirements. The Chief
suggestions, mainly those presented
decisions of the Board. This framework Financial Officer of the Company act as
at the AGMs. Through the quarterly
is designed to provide reasonable but Compliance Officer and is responsible
and annual publications of Financial
not absolute assurance that all aspects for ensuring proper compliance with
Statements, meetings and other forms
are safeguarded. applicable laws and regulations. A
of communication, the Board and the
management constantly interact with compliance checklist is provided
The Company employs personnel to the Board Audit Committee and
the Shareholders and inform them
across different levels of operations Board members in every quarter by
of the continuous progress of the
to apply these internal controls, while the Compliance Officer indicating
Company.
the Singer Group Internal Audit compliance with applicable laws,
Department reviews the effectiveness regulations etc.
Financial Reporting, Transparency and
of such controls.
Supply of Information
The Company has also issued a Code
The Company’s operations are also Financial Statements are prepared
of Ethics and Human Resources
subject to review by the Corporate and presented in accordance with the
Policies and Procedures applicable to
Internal Audit Division. new Sri Lanka Accounting Standards
all employees.
SINGER INDUSTRIES (CEYLON) PLC
68
ANNUAL REPORT 2021/22
CORPORATE GOVERNANCE
168 (1) (h) Information on the Directorate of the Complied Refer the pages from 23 to 25.
Company during and at the end of the
accounting period.
168 (1) (i) Amounts paid/payable to the External Complied Refer Note 9 on page 151.
Auditor as audit fees and fees for other
services rendered during the accounting
period.
168 (1) (j) Auditors’ relationship or any interest with the Complied Auditors do not have any other relationship
Company. or interest in contracts with the Company
other than being the Auditors for the
Company.
168 (1) (k) Acknowledgement of the contents of this Complied Refer the pages from 123 to 124 related to
Report and Signatures on behalf of the statement of directors’ responsibility.
Board.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
(c) Related Party Transactions as per rule 9 of the listing rule of CSE
CORPORATE GOVERNANCE
Financial and operational results, impact A board pack containing all relevant
of risk factors, forecast for the next period, information is submitted to the Board of
compliance with laws and regulations, internal Directors.
control breaches or frauds, share trading of
the Company and related party transactions,
and other matters board should be aware of.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
• Conflict of interest;
• Bribery and corruption;
• Entertainment and gift;
• Accurate accounting and record keeping;
• Fair and transparent procurement practices;
• Corporate opportunities;
• Confidentiality;
• Protection and proper use of company
assets including information assets;
• Compliance with laws, rules and regulations
(including insider trading laws); and
• Encouraging the reporting of any illegal,
fraudulent or unethical behavior.
D.5.2 The Company should have a process in Complied The Company has a process in place to ensure
place to ensure that material and price that material and price sensitive information
sensitive information is promptly identified is promptly identified and reported in
and reported in accordance with the relevant accordance with the relevant regulations.
regulations.
D.5.3 The Company should establish a policy, Complied The policy in place and any share transaction
process for monitoring and disclosure of done by Board Director need to be
shares purchased by any Director, Key immediately disclosed to the Company
Management Personnel or any other Secretary and Company Secretary will inform
employee involved in financial reporting. such transactions to the Colombo stock
Exchange.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
pollution prevention
climate change
protection of environment
bio-diversity
Transparency and Business Ethics • Avoid situations where personal • Strictly avoid giving or accepting
We ensure the transparency in all interest might conflict with the any kind of bribe, either directly or
public disclosures, as well as in the interest of the Company; and if so, indirectly.
disclose such interest in advance.
way business and communication • Strictly avoid making contributions
take place with all stakeholders. The • Maintain confidentiality of for political funds, either directly or
written Code of Ethics which bound commercial and price sensitive indirectly.
information.
all employees include the following
• Strictly avoid any kind of sexual
aspects; • Work within applicable laws and
harassment.
regulations.
• Exercise honesty, objectivity and • Safeguard the Company’s assets. Whistle Blowing Policy
diligence when performing ones
• Avoid conduct that will reflect badly A ‘Whistle Blowing Policy’, was
duties.
on the person concerned or the introduced in 2009 and this has
Company’s image. immensely increased the level of
SINGER INDUSTRIES (CEYLON) PLC
104
ANNUAL REPORT 2021/22
CORPORATE GOVERNANCE
transparency at all levels. The whistle • Recruitment and selection. ESG Reporting
blowing procedure introduced by the • Financial integrity. The Company has adopted an
Company encourages any employee integrated approach to determining
• Use of Company property including
who suspects wrongdoing at work, strategy, taking into consideration the
computers.
whether by management, peers or social and environmental impacts of its
any other employee, to raise their • Non-harassment in the workplace.
decisions. This integrated thinking is
concerns. • Environment, safety and health. reflected in the Company’s reporting
• Security of IT system. practices, when preparing its annual
Other Policies
report in line with the guidelines
In addition, the Company implements prescribed by the Integrated Reporting
policies covering the following areas: Framework of the International
Integrated Reporting Council.
Page Reference
Waste management Page 55 For Sustainability reporting, we have
adopted the GRI Standards published
Environmental impacts of our products Page 45 by the Global Reporting Initiative. The
Community relationships Page 41 material topics which form the core
of this Report represent economic
Customer relationships Page 41
social and environmental factors. Key
Labour practices Page 49 elements of our ESG Reporting include
Supplier relationships Page 41 the following;
PREAMBLE have been formalised through an Audit applicable laws and regulations,
The Committee is empowered to Committee Charter. By this, the Audit including internal policy codes of
review and monitor the financial Committee is empowered among conduct of its employees, monitors
reporting process of Singer Industries other things, to examine any matters the Company’s compliance with the
(Ceylon) PLC so as to provide relating to the financial affairs of Singer applicable laws and regulations,
additional assurance on the reliability Industries (Ceylon) PLC and to review including any internal policy codes of
of the Financial Statements through a the adequacy of the internal control conduct of its employees.
process of independent and objective procedures, coverage of internal and
review. As such, the Audit Committee external audit programmes, disclosure MEETINGS OF THE COMMITTEE
acts as an effective forum in assisting of Accounting Policies and compliance During the period, four (04) Audit
the Board of Directors in discharging with statutory and Corporate Committee meetings were held to
their responsibilities on ensuring Governance requirements. discuss the reports of the Internal
the quality of financial reporting and External Auditors and quarterly
and related communications to the INTERNAL AUDIT RISK AND accounts. The final accounts were also
Shareholders and the Public. CONTROL discussed at the meeting held on 12
The Committee provides a forum for May 2022. The minutes of the meetings
Audit Committee of the parent the impartial review of the reports were tabled at the meetings of the
Company, Singer (Sri Lanka) PLC act as of internal and external audits and Board of Directors for information and
the Audit Committee of the Company. to take into consideration findings necessary action.
and recommendations stated therein
COMPOSITION OF THE relating to significant business risks and ATTENDANCE
COMMITTEE control issues. The attendance of the Committee
As at period-end, the Audit Committee Members at the Audit Committee
comprised of three (03) Independent The Committee is responsible for meetings held on 13 May 2021, 09
Non-Executive Directors of the Board effectiveness of the internal control August 2021, 8 November 2021 and 09
namely; systems to ensure that processes are February 2022 are given below.
in place to safeguard the assets of the
Mr. D.K. De Silva Wijeyeratne – Chairman organization and to ensure that the
Name of the Attendance
Mr. D. Sooriyaarachchi financial reporting system can be relied Committee Member
Mr. M.H. Jamaldeen upon in preparation and presentation
Mr. D.K. De Silva 4/4
of Financial Statements.
Wijeyeratne
The brief profiles of the Directors is
given on pages 22 to 25 of this Annual The Committee ensured that the Mr. D. Sooriyaarachchi 3/4
Report. internal audit function is independent
Mr. M.H. Jamaldeen 4/4
of the activities it audited and that
Hayleys Group Services (Private) it was performed with impartiality,
Limited functions as the Secretary to proficiency and due professional care. SRI LANKA ACCOUNTING
the Committee. The Group Finance STANDARDS
Director of the Parent Company, FINANCIAL REPORTING
Committee reviewed the revised policy
Compliance Officer, Internal Audit The Committee along with the Board, decisions relating to adoption of new
Staff, the Group Chief Executive Internal Audit and External Audit and revised Sri Lanka Accounting
Officer and when necessary the review the annual and quarterly Standards (SLFRS/LKAS) applicable
representatives of External Auditors financial results to ensure compliance to the Group companies and made
and relevant Managers attend the with mandatory, statutory and other recommendations to the Board of
meetings by invitation. regulatory requirements laid down by Directors.
the authorities, prior to publication.
RESPONSIBILITIES AND DUTIES OF
The Committee would continue to
THE COMMITTEE The Committee reviews the monitor the compliance with relevant
The Audit Committee’s authority, Compliance Officer’s report on the Accounting Standards and keep the
responsibilities and specific duties Company’s compliance with the Board of Directors informed at regular
SINGER INDUSTRIES (CEYLON) PLC
107
ANNUAL REPORT 2021/22
intervals. The Committee has pursued with the Audit Committee and the
the support of Messrs KPMG to assess Management to agree on audit issues.
and review the existing SLFRS policies
and procedures adopted by the The Audit Committee has
Company. recommended to the Board of
Directors that Messrs KPMG, Chartered
CYBER SECURITY REVIEWS Accountants be re-appointed as the
The Committee assessed the actions External Auditors of the Company for
taken to mitigate the cyber security the financial year 2022/23 as a deemed
risk of the Company. The Committee provision in terms of Section 158 of the
emphasised the importance of Companies Act No. 7 of 2007, subject
maintaining sound controls to protect to the approval of the shareholders at
cyber-attacks. the Annual General Meeting (AGM)
and the required resolution will be put
COMPLIANCE WITH RULES AND to the shareholders at the AGM.
REGULATIONS
The Audit Committee is satisfied that
The Committee reviews the
the independence of the External
Compliance Officer’s report on the
Auditors has not been impaired by
Company’s compliance with the
any event or service that gives rise to a
applicable laws and regulations,
conflict of interest.
including any internal policy codes of
conduct of its employees.
CONCLUSION
The Remuneration Committee of the PLC) and it is not under the scope of CONCLUSION
parent Company, Singer (Sri Lanka) the Board Remuneration Committee of I wish to take this opportunity to
PLC functions as the Committee to the the Company. thank all members who served in the
Company. Committee during the period and for
The Committee also reviews the their contribution to the deliberations
COMPOSITION OF THE policies pertaining to the remuneration of the Committee.
COMMITTEE and perquisites of the executives of the
The Remuneration Committee Company.
comprises of three (03) Independent
Non-Executive Directors. The following REMUNERATION POLICY
Directors serve on the Committee. A primary objective of compensation (Sgd.)
packages is to attract and retain a
M.H. Jamaldeen
Mr. M.H Jamaldeen - Chairman highly qualified and experienced
Mr. D. Sooriaarachchi work force, and reward performances. Chairman - Remuneration Committee
Mr. D.K. De Silva Wijeyeratne These compensation packages should
Colombo.
provide compensation appropriate
13 May 2022
The brief profiles of the Directors are for each business within the Group
given on pages 22 to 25 of this Annual and commensurate with each
Report. employee’s level of experience and
contribution, bearing in mind the
Mr. Ramesh Chitrasiri, Group Finance business performance and long-term
Director functions as the Secretary to Shareholder returns.
the Committee.
MEETINGS
The Chairman and the Group CEO
The Committee meets from time
assist the Committee by providing the
to time and reviews the Group’s
relevant information and participate
remuneration and fee structures
in its analysis and deliberations
to assure alignment with strategic
except when their own compensation
priorities and with compensation
packages are reviewed.
offered by competitor Companies.
The Nomination Committee of the • Review the structure size, APPOINTMENT OF AN ALTERNATE
Parent Company, Singer (Sri Lanka) compensation and competencies DIRECTOR
PLC functions as the Committee for the of the Board and make Mr. K.T.R. Chitrasiri (Alternate Director
Company. recommendations to the Board to Mr. S.C. Ganegoda) and
with regard to any changes. Mr. R.S. Kulasuriya (Alternate Director
COMPOSITION OF THE to Mr. M.H. Wijewardene) have been
COMMITTEE • Recommend the requirements appointed by the Board with effect
The Nomination Committee comprises of new expertise and succession from 20 April 2022.
of one (01) Independent Non-Executive arrangements for retiring Directors.
Director and one (01) Non-Executive The above recommendation was
Director and one (01) Executive • Recommend on any other matter approved by the Board.
Director. The following Directors serve referred by the Board of Directors.
on the Committee. CONCLUSION
MEETINGS
I wish to thank all members who
Mr. A.M. Pandithage* – Chairman During the reporting period, served in the Committee during the
Mr. K.D.D. Perera** Nomination Committee meetings were period and for their contribution to the
Mr. M.H. Jamaldeen*** not held, whereas the appointments deliberations of the Committee.
were approved by the Board via
*Executive circular resolutions.
**Non-Executive
***Independent Non-Executive RE-ELECTION OF DIRECTORS AT
THE ANNUAL GENERAL MEETING
Brief profiles of the Directors are (Sgd.)
In terms of Article 24 (4) of the Articles
given on pages 22 to 25 of the Annual A.M. Pandithage
of Association of the Company,
Report. Chairman - Nomination Committee
Mr. S.C. Ganegoda retires by rotation
and being eligible himself for re-
THE DUTIES OF THE COMMITTEE Colombo.
election and the shareholders will
• Consideration of making any 13 May 2022
be requested to re-elect him at the
appointment of new Directors or forthcoming Annual General Meeting.
re-electing current Directors.
In terms of Article 24 (4) of the Articles
• Provide advice and
of Association of the Company, Mr.
recommendations to the Board on
D. K. De Silva Wijeyeratne retires by
any such appointment.
rotation and being eligible himself for
• Review criteria such as re-election and the shareholders will
qualifications, experience and key be requested to re-elect him at the
attributes required for eligibility to forthcoming Annual General Meeting.
be considered for appointment to
the Board and Key Management APPOINTMENT OF OVER 70
Personnel in the Company. YEARS DIRECTOR
The Nomination Committee has
• Consider if a Director is able recommended that Mr. A.M.
to and has been adequately Pandithage be appointed to the Board
carrying out his or her duties as a subject to the shareholders’ approval
Director taking into consideration at the forthcoming Annual General
the Directors’ number of listed Meeting in pursuant to Section 211 of
Company Boards on which the the Companies Act No. 07 of 2007.
Director is represented and other
principal commitments.
SINGER INDUSTRIES (CEYLON) PLC
110
ANNUAL REPORT 2021/22
The Related Party Transactions Review THE DUTIES OF THE COMMITTEE • To monitor and recommend
Committee (RPTRC) of the Parent • To review in advance all proposed the acquisition or disposal of
Company functions as the RPTRC related party transactions of substantial assets between related
Committee of the Company in terms the Group either prior to the parties, including obtaining
of Section 9 of the Listing Rules of the transaction being entered into or, if ‘competent independent advice’
Colombo Stock Exchange and the the transaction is expressed to be from independent professional
code of Best Practice of Corporate conditional on such review, prior to experts with regard to the value of
Governance issued by the Institute of the completion of the transaction. the substantial asset of the related
Chartered Accounts of Sri Lanka. party transaction.
• Seek any information the
COMPOSITION OF THE Committee requires from the POLICIES AND PROCEDURES
COMMITTEE management, employees or ADOPTED BY THE RPTRC FOR
external parties with regard to any REVIEWING RELATED PARTY
The Related Party Transactions Review
transaction entered into with a TRANSACTIONS (RPTS)
Committee comprises of two (02)
Independent Non-Executive Directors related party. • Relevant information to capture
and one (01) Executive Director. The RPTs are fed into the Company
• Obtain knowledge or expertise Data Collection System.
following Directors serve on the
to assess all aspects of proposed
Committee.
related party transactions where • All officers concerned are informed
necessary including obtaining of the applicable regulatory
Mr. D. Sooriyaarachchi * - Chairman
appropriate professional and requirements relating to the
Mr. D.K. De Silva Wijeyeratne *
expert advice from suitably reporting of RPTs.
Mr. M.H. Wijewardene **
qualified persons.
• Key Management Personnel (KMPs)
Mr. D.T.R. De Silva – Independent • To recommend, where necessary, to and their Close Family Members
Non-Executive Director of Singer the Board and obtain their approval (CFMs) are identified half yearly
Finance (Lanka) PLC – participated two prior to the execution of any together with their NIC numbers
meetings by invitation representing related party transaction. and business registration numbers.
Singer Finance (Lanka) PLC until Singer This information is in the system.
Finance (Lanka) PLC formed their own • To monitor that all related party
Related Party Transactions Review transactions of the entity are • Systems are updated with KMP and
Committee. transacted on normal commercial their CFM details on a half yearly
terms and are not prejudicial to basis or as and when the need
* Independent Non-Executive the interests of the entity and its arises in the event of a material
** Executive minority Shareholders. change.
The above composition is in • Meet with the Management, • Data is extracted from the system,
compliance with the Listing Rules of Internal Auditors/External Auditors verified and validated.
the Colombo Stock Exchange and the as necessary to carry out the
assigned duties. • All Managers are advised to report
Code of Best Practice on Corporate
RPTs to the Finance Director who
Governance issued by the Institute of
• To review the transfer of resources, has been identified as the Focal
Chartered Accountants of Sri Lanka.
services or obligations between Point, for this purpose.
Brief profiles of the members are related parties regardless of
whether a price is charged. • Data is shared with the Finance
given on pages 22 to 25 of this Annual Director and the Company
Report. • To review the economic and Secretaries to meet the regulatory
commercial substance of both requirements if required.
Hayleys Group Services (Private)
recurrent/non recurrent related
Limited functions as the Secretary to
party transactions.
the Related Party Transactions Review
Committee.
SINGER INDUSTRIES (CEYLON) PLC
111
ANNUAL REPORT 2021/22
ATTENDANCE
The attendance of the Committee (Sgd.)
Members at the meetings held on 13 D. Sooriyaarachchi
May 2021, 09 August 2021,
Chairman - Related Party
08 November 2021 and 09 February
Transactions Review Committee
2022 are given below.
Colombo.
Name of the Attendance 12 May 2022
Committee Member
Mr. D. Sooriyaarachchi 3/4
Mr. D.K. De Silva 4/4
Wijeyeratne
Mr. M.H. Wijewardene 4/4
Mr. D.T.R. De Silva 2/2
(by Invitation)
RISK MANAGEMENT
As a manufacturing entity, Singer Performance of the Company is help us to meet the expectations of all
Industries (Ceylon) PLC is exposed evaluated through quarterly and the stakeholders.
to multiple risks emanating from monthly performance reports
the internal and external business which compare the performance At the strategic level our risk
environment. An organisation-wide, of the Company against budgeted management objectives are as follows:
holistic risk management framework performance parameters. This enables
is in place to with the necessary the Company to take proactive • To identify the company’s significant
structure to effectively manage and measures to take corrective actions in risks.
mitigate risks in a consistent manner. order to mitigate risks. Through this • To formulate the company’s risk
With the pandemic-led disruption and process the Management Committee appetite and ensure that business
the macroeconomic vulnerabilities is informed well in advance of the profile and plans are consistent in
the risk landscape has shifted deviations and possible sources of risk. the dynamic risk landscape.
dramatically exposing the company
to multiple risks. Hence the company Internal, external and corporate audits • To optimize risk/return decisions by
has strengthened its risk management are crucial in the risk management taking them as closely as possible
practices. process. These Auditors review to the business, while establishing
reports on the Group’s operational strong and independent review and
Risk Governance and financial systems and recommend challenge structures.
The apex responsibility for managing corrective action to manage any risks • To ensure that business growth
the Company’s risk exposures lie with that they identify. Audit Committee plans are properly supported by
the Board of Directors. Given the fact reviews significant audit findings. effective risk infrastructure.
that risks can originate at any touch
Principles of Risk Management • To manage risk profiles to ensure
point, risk management is everybody’s
Risk management is an organisation- that specific financial deliverables
responsibility - from the Board of
wide discipline, with all business remain possible under a range of
Directors to the employees collectively.
functions engaged in the proactive risk adverse business conditions.
Management, headed by the CEO
acts as the first line of defense and identification and mitigation. • To help executives improve the
bears the primary responsibility for control and coordination of risk
risk management and collaborates We are cognizant of the various risks taking across the business.
with the Company’s Strategic Business that our Company is exposed to and
have taken suitable and adequate The risks faced by the Company can be
Units (SBUs) and divisional heads in this
measures to manage them which will broadly categorized as follows:
regard.
Asset Risk Relates to the risk associated with physical assets We have taken steps to insure all assets against
and the loss of value through theft, damages and identified and insurable risks. The relevant
destruction. insurance policies are subject to a comprehensive
annual review wherein relevant modifications are
made against emergent risks.
Investment Risk As the Company invests in new design and To mitigate such risks a comprehensive due
development of products to be competitive and diligence study is conducted prior to committing
innovative the risk of failure stemming from such resources towards the investment. A due diligence
investments is taken into consideration. study ensures that projected budgets and
forecasts can be met and examines the impact of
technological and other factors on the investment
decision.
Health and Safety With the pandemic in 2020, health and safety of Special health and safety protocols are in place to
Risk employees has been a critical area of focus. enable business activities to be conducted in line
with the health and safety guidelines published by
government of Sri Lanka.
Financial Risk Financial risk relates to the financial resources that The Group strength of the Company places a
are available for the functioning of the operations significant bearing in managing the financial risks
of the Company. Therein the main exposures of the Company. Further by having in place the
are liquidity risk, interest rate risk and currency relevant financial best practices and strategic
risks. The fluctuation of the exchange rate and planning in place the Company is able to mitigate
the significant devaluation of the Rupee has led risks well in advance.
to a sharp increase in raw material prices. This
is exacerbated by the rising interest rates which
increases cost of working capital.
Labour Risk Labour is an integral part of the manufacturing A collective bargaining system ensures that labour
process and any disruption will have a significant related issues are managed to ensure equitable
impact on the business continuity, quality of balance between the interests of the employer
output and market share. Labour related litigation and employee are maintained. This ensures that
and investment in recruiting and training and contented and motivated work force who will work
development to maintain quality of labour is towards the objectives of the Company.
integral to mitigate labour related risks.
Risks from fiscal Changes in the duty, and tax structures applicable In order to mitigate this risk, we continue to
changes for the manufacturing sector may pose a direct work with the Chambers of Commerce, Industrial
risk on the Company’s pricing and profitability Associations to collectively voice our concerns
levels. Further, it may pose a risk to the Company regarding possible adverse impacts of sudden
since it has invested heavily in the infrastructure by changes in taxes and duty structure and lobby for
setting up factories and generating employment necessary incentives.
opportunities for many people and hold stocks of
substantial value at any given point in time.
Supplier Risk As a manufacturing entity we procure from To ensure the quality of the materials supplied,
both local and international suppliers. Thereby, we have put in place certain measures including
dependability, product quality and the right price procurement from overseas being done from
are some of the key critical success factors. ISO certified suppliers, maintaining multiple
suppliers for raw materials and maintaining a
good coordination between suppliers and quality
assurance department and frequent visits to the
factories of the local suppliers and advising them
on quality assurance.
SINGER INDUSTRIES (CEYLON) PLC
114
ANNUAL REPORT 2021/22
RISK MANAGEMENT
Liquidity Risk Liquidity issues can have an adverse impact on on- The Company has excellent relationships with the
going operations as well as investment decisions. In banks it deals with and enjoys substantial banking
order to minimise the risk, The Company regularly facilities. In addition, Group treasury of the ultimate
reviews its liquidity position and reports to the parent company, Hayleys’ PLC also assists the
Board. Through continuous rolling forecasts, the Company by providing funds at competitive rates
future cash requirements are ascertained. in times of need.
Marketing Risk The Company does not undertake marketing of the All products manufactured by the Company are
products to the final consumer on its own. sold to the Singer Group. The risk of depending on
one buyer for the Company’s products is minimised
by entering into a formal marketing agreement
with affiliated companies of Singer Group, which is
a highly reputed and respected company among
households in Sri Lanka with an unparalleled
distribution network and a reputation for after sales
service.
Reputation Risk Among the specific sources of reputation risk are The strong Corporate Governance structure in
the environmental effects of the production and place in line with the Group practices has helped
related activities and any issues concerning the the Company maintain a high levels of standards
quality of the products manufactured. and compliance levels. The Company has
embedded sustainability to its operations to ensure
that business operations are done as per mandated
guidelines.
SINGER INDUSTRIES (CEYLON) PLC
115
ANNUAL REPORT 2021/22
on the Sustainability Reporting presenting the Report in accordance We believe that the evidence obtained
Criteria Presented in the Integrated with the said criteria, in all material is sufficient and appropriate to provide
Annual Report- 2021/22 respects. This responsibility includes a basis for our independent assurance
establishing and maintaining internal conclusion.
SCOPE controls, maintaining adequate
We have been engaged by the records and making estimates that are OUR INDEPENDENCE AND
management of Singer Industries relevant to support the sustainability QUALITY CONTROL
(Ceylon) PLC (“the Company”) to reporting process of the Report, We have maintained our independence
perform an independent assurance such that it is free from material and confirm that we have met the
engagement, as defined by the misstatement, whether due to fraud requirements of the Code of Ethics for
Sri Lankan Standard on Assurance or error. Professional Accountants issued by
Engagements, on the sustainability the Institute of Chartered Accountants
reporting criteria presented in the ERNST & YOUNG’S of Sri Lanka and have the required
Integrated Annual Report for the year RESPONSIBILITIES competencies and experience to
ended 31 March 2022 (the “Report”). Our responsibility is to express a conduct this assurance engagement.
conclusion on the presentation of the
• Reasonable assurance on Report in accordance with the GRI EY also applies Sri Lanka Standard on
the information on financial Standards: Core option based on the Quality Control (SLSQC 1), Quality
performance as specified on page evidence we have obtained. Control for Firms that Perform Audits
40 of the Report. and Reviews of Historical Financial
We conducted our engagement in Information, and Other Assurance and
• Limited assurance on other accordance with the Sri Lanka Standard Related Services Engagements, and
information presented in the Report, on Assurance Engagements SLSAE accordingly maintains a comprehensive
prepared in accordance with the GRI 3000: Assurance Engagements other system of quality control including
Standards: Core option. than Audits or Reviews of Historical documented policies and procedures
Financial Information (SLSAE 3000) issued regarding compliance with ethical
CRITERIA APPLIED BY SINGER
by the Institute of Chartered Accountants requirements, professional standards
INDUSTRIES (CEYLON) PLC
of Sri Lanka and the terms of reference and applicable legal and regulatory
The sustainability reporting criteria for this engagement as agreed with requirements.
presented in the Report has been Singer Industries (Ceylon) PLC in the
prepared in accordance with The engagement letter dated 22 April 2022. DESCRIPTION OF PROCEDURES
Global Reporting Initiative’s (GRI) PERFORMED
Sustainability Reporting Guidelines, The standards require that we plan and We performed our procedures to
publicly available at GRI’s global perform our engagement to express a provide an independent assurance
website www.globalreporting.org. conclusion on whether we are aware of engagement in accordance with SLSAE
any material modifications that need to 3000.
This Report has been prepared in be made to the Report in order for it to
accordance with the GRI Standards: be in accordance with the criteria, and Procedures performed in the
Core option (the “criteria”). to issue a report. The nature, timing, reasonable assurance engagement
and extent of the procedures selected depend on our judgement, including
SINGER INDUSTRIES (CEYLON) depend on our judgment, including the assessment of the risks of material
PLC’S RESPONSIBILITIES an assessment of the risk of material misstatement whether due to fraud or
Singer Industries (Ceylon) PLC’s misstatement, whether due to fraud or error. In making those risk assessments,
management is responsible for error. we have considered internal control
selecting the criteria, and for
SINGER INDUSTRIES (CEYLON) PLC
116
ANNUAL REPORT 2021/22
relevant to the preparation and We also performed the below We also do not provide any assurance
presentation of the reasonable procedures as we considered necessary on the assumptions and achievability of
assurance Indicators in order to design in the circumstances: prospective information presented in
the assurance procedures that are the Report.
appropriate in the circumstances. Our • Perform a comparison of the
procedures also included assessing content of the Report against the RESTRICTED USE
the appropriateness of the reasonable Global Reporting Initiative (GRI) - This report is intended solely
assurance indicators, the suitability of GRI Standards guideline. for the information and use of
the criteria in preparing and presenting Singer Industries (Ceylon) PLC and
the reasonable assurance indicators • Interviewing relevant organization’s
is not intended to be and should not
within the Report and obtaining an personnel to understand the
be used by anyone other than the
understanding of the compilation of process for collection, analysis,
specified party.
the financial information to the sources aggregation and presentation of
from which it was obtained. data.
CONCLUSION
• Review and validation of the Based on our procedures and the
Procedures performed in the limited
information contained in the evidence obtained, we conclude that:
assurance engagement consisted of
Report.
making inquiries, primarily of persons
• The information on financial
responsible for preparing the Report • Check the calculations performed performance as specified on
and related information and applying by the organization on a sample page 40 of the Report is properly
analytical and other appropriate basis through recalculation. derived from the audited financial
procedures. These procedures vary
statements of the Company for the
in nature and timing from and are • Advice, make recommendations
year ended 31 March 2022.
less in extent than for a reasonable and suggestions on the
assurance engagement. Consequently, Sustainability Reporting indicators • Nothing has come to our attention
the level of assurance obtained in to improve the presentation that causes us to believe that
a limited assurance engagement is standard. other information presented in the
substantially lower than the assurance Report are not fairly presented, in
that would have been obtained had • Independently review the content
all material respects, in accordance
a reasonable assurance engagement of the Report and request changes
with the Company’s sustainability
been performed. if required.
practices and policies some of
• Express an independent assurance which are derived from the GRI
Although we considered the Standards: Core option.
effectiveness of management’s internal conclusion on the performance
controls when determining the nature indicators presented in the
and extent of our procedures, our Sustainability Reporting criteria.
assurance engagement was not EMPHASIS OF MATTER
designed to provide assurance on
internal controls. Our procedures Social, natural and intellectual capital
management data/information are Chartered Accountant
did not include testing controls or
performing procedures relating to subjected to inherent limitations
given their nature and the methods Colombo
checking aggregation or calculation of
used for determining, calculating and 13 May 2022
data within IT systems.
estimating such data.
SINGER INDUSTRIES (CEYLON) PLC
117
ANNUAL REPORT 2021/22
FINANCIAL
INFORMATION
2021/22 2020/21
ANNUAL REPORT AND ANNUAL GENERAL MEETING
Annual Report Approved 13 May 2022 17 May 2021
Annual General Meeting 29 June 2022 28 June 2021
INTERIM FINANCIAL STATEMENTS
For the three months ended/ending June 30, (unaudited) 11 August 2021 4 August 2020
For the six months ended/ending September 30, (unaudited) 11 November 2021 9 November 2020
For the nine months ended/ending December 31, (unaudited) 14 February 2022 10 February 2021
For the twelve months ended/ending March 31, (unaudited) 13 May 2022 17 May 2021
SINGER INDUSTRIES (CEYLON) PLC
118
ANNUAL REPORT 2021/22
The members and the composition of the members are given The Related Party Transactions Review Committee assists the
on page 106 under the Audit Committee Report. Board in reviewing all related party transactions in accordance
with the requirements of the Code of Best Practice on
The Report of the Audit Committee on page 106 set out the related party transactions and in accordance with the
manner of compliance by the Company in accordance with requirements of Section 9 of the Listing Rules of the Colombo
the requirements of the Rule 7.10 of the Listing Rules of the Stock Exchange. The Board confirms that the related party
Colombo Stock Exchange on Corporate Governance. transactions in compliance with the CSE Listing Rules.
The members and the composition of the members are given In terms of Article 24 (4) of the Articles of Association of the
on page 109 under the Report of the Nomination Committee. Company, Mr. D.K. De Silva Wijeyeratne retires by rotation
and being eligible offers himself for re-election.
The Report of the Nomination Committee on page 109 set
out the manner of compliance by the Company in accordance Notice has been given pursuant to Section 211 of the
with the requirements of the Code of Best Practice on Companies Act No. 07 of 2007 of the intention to propose
Corporate Governance issued jointly by the Institute of as an ordinary resolution for the re-appointment of Mr. A.M.
Chartered Accountants of Sri Lanka and the Securities and Pandithage notwithstanding the age limit of seventy years
Exchange Commission of Sri Lanka. stipulated by Section 210 of the Companies Act.
Related Party Transactions Review Committee Mr. K.T.R. Chitrasiri (Alternate Director to Mr. S.C. Ganegoda)
Related Party Transactions Review Committee of the parent and Mr. R.S. Kulasuriya (Alternate Director to Mr. M.H.
Company, Singer (Sri Lanka) PLC functions as the Related Wijewardene) have been appointed by the Board with effect
Party Transactions Review Committee of Singer Industries from 20 April 2022.
(Ceylon) PLC.
Shareholdings of the Directors and the Chief Executive Officer
The members and the composition of the members are at the beginning of the year and as at the end of the year are
given on page 110 under the Report of the Related Party as follows:
Transactions Review Committee.
SINGER INDUSTRIES (CEYLON) PLC
121
ANNUAL REPORT 2021/22
NOTICE OF MEETING
The Annual General Meeting will be held on online meeting
platform on Wednesday, 29 June 2022 at 11.30 a.m.
(Sgd.) (Sgd.)
A.M. Pandithage M.H. Wijewardene
Chairman Managing Director
(Sgd.)
Hayleys Group Services (Private) Limited
Company Secretaries for
Singer Industries (Ceylon) PLC
Colombo
13 May 2022
SINGER INDUSTRIES (CEYLON) PLC
123
ANNUAL REPORT 2021/22
The Directors are responsible under Sections 150 (1), 151, and Auditing Standards Act No. 15 of 1995, Statement of
152 (1) & 153 of the Companies Act No. 07 of 2007, to ensure Recommended Practice (SoRP), Code of Best Practice on
compliance with the requirements set out therein to prepare Corporate Governance 2017 issued by CA Sri Lanka and the
Financial Statements for the twelve months financial period listing rules of the Colombo Stock Exchange.
ended 31 March 2022 giving a true and fair view of the state
of affairs of the Company as at the end of the financial year The Directors are of the opinion, based on their knowledge
and of the profit & loss of the Company and the Group for the of the Company, key operations and specific inquiries that
financial year. adequate resources exist to support the Company on a going
concern basis over the next year. These Financial Statements
The Financial Statements comprise of the Statement of have been prepared on that basis.
Financial Position as at 31 March 2022, the Statement of Profit
or Loss and Other Comprehensive Income, Statement of The Directors have taken reasonable measures to safeguard
Changes in Equity, Statement of Cash Flows for the year then the assets of the Company and the Group and, in that
ended and Notes thereto. context, have instituted appropriate systems of internal
control with a view to preventing and detecting fraud and
The Directors have taken appropriate steps to ensure that the other irregularities.
Company and the Group maintains proper books of account
and review the financial reporting system directly by them at As required by Sections 166 (1) and 167 (1) of the Companies
their regular meetings and also through the Audit Committee, Act, they have prepared this Annual Report in time and
the Report of the said Committee is given on pages 106 to 107. ensured that a copy thereof is sent to every shareholder of the
Company, who have expressed desire to receive a hard copy
The Board of Directors also approves the Interim Financial within the stipulated period of time as required by the Rule
Statements prior to their release, following a review and No. 7.5 (a) and (b) on Continuing Listing Requirements of the
recommendation by the Audit Committee. Listing Rules of the CSE.
The Directors are also responsible, under Section 148, for That the Company and the Group have met all the
ensuring that proper accounting records are kept to enable, requirements under the Section 07 on Continuing Listing
determination of financial position with reasonable accuracy, Requirements of the Listing Rules of the CSE, where
preparation of Financial Statements and audit of such applicable.
Statements to be carried out readily and properly.
After considering the financial position, operating conditions,
The Board accepts responsibility for the integrity and regulatory and other factors and such matters required to be
objectivity of the Financial Statements presented for the year addressed in the ‘Code on Corporate Governance’ issued by
ended 31 March 2022. The Directors confirm that in preparing the CA Sri Lanka, the Board of Directors have a reasonable
the Financial Statements, appropriate accounting policies expectation that the Company possesses adequate resources
have been selected and applied consistently while reasonable to continue in operation for the foreseeable future. For this
and prudent judgments have been made so that the form and reason, we continue to adopt the Going Concern basis in
substance of transactions are properly reflected. preparing the Financial Statements.
They also confirm that the Financial Statements have been The Financial Statements of the Company and the Group
prepared and presented in accordance with the Sri Lanka have been certified by the Chief Financial Officer, the officer
Accounting Standards (SLFRSs/LKASs), Companies Act No. responsible for their preparation, as required by the Sections
07 of 2007 and amendments thereto, Sri Lanka Accounting 150 (1) (b) of the Companies Act No. 07 of 2007 and also have
SINGER INDUSTRIES (CEYLON) PLC
124
ANNUAL REPORT 2021/22
COMPLIANCE REPORT
The Directors confirm that to the best of their knowledge,
all statutory payments relating to employees and the
Government that were due in respect of the Company as at
the balance sheet date have been paid or where relevant,
provided for.
(Sgd.)
HAYLEYS GROUP SERVICES (PRIVATE) LIMITED
Secretaries
Colombo
13 May 2022
SINGER INDUSTRIES (CEYLON) PLC
125
ANNUAL REPORT 2021/22
In our opinion, the Financial Statements of the Company give Key audit matters are those matters that, in our professional
a true and fair view of the Financial Position of the Company judgment, were of most significance in our audit of the Company
as at 31 March 2022, and of their financial performance and Financial Statements of the current period. These matters were
cash flows for the year then ended in accordance with Sri addressed in the context of our audit of the Company Financial
Lanka Accounting Standards. Statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Carrying value of inventories is identified as a Key Audit matter • Obtaining an understanding of an assessing the
because establishing a provision for slow-moving, obsolete and design, implementation and operating effectiveness
damaged inventory and valuation of inventories involve significant of management’s key internal controls over the supply
judgments and assumptions exercised by the management. chain and testing selected key controls over recognition
and measurement of inventory and inventory
provisioning.
SINGER INDUSTRIES (CEYLON) PLC
127
ANNUAL REPORT 2021/22
Management’s assessment of fair value of these Land and • Obtaining and inspecting the valuation reports prepared
Building was determined on valuations performed by a qualified by independent valuer engaged by the Company.
independent property valuer in accordance with recognized
industry standards.
Estimating the fair value is a complex process which involves a • Assessing the reasonableness of the data and
significant degree of judgment and estimates in respect of perch appropriateness of the key assumptions used against
price of the land, value per square feet, diversity of locations and externally published market comparable or industry data
nature of the properties. where available.
We identified assessing the fair value of Land and Building as a • Assessing the adequacy of the disclosures in the
key audit matter due to the complexity of the valuation method, financial statements.
subjectivity of the significant judgments and estimations involved.
SINGER INDUSTRIES (CEYLON) PLC
128
ANNUAL REPORT 2021/22
significant doubt on the Company’s ability to continue REPORT ON OTHER LEGAL AND REGULATORY
as a going concern. If we conclude that a material REQUIREMENTS
uncertainty exists, we are required to draw attention in our As required by section 163 (2) of the Companies Act No. 07 of
auditor’s report to the related disclosures in the Financial 2007, we have obtained all the information and explanations
Statements or, if such disclosures are inadequate, to that were required for the audit and, as far as appears from
modify our opinion. Our conclusions are based on the our examination, proper accounting records have been kept
audit evidence obtained up to the date of our auditor’s by the Company.
report. However, future events or conditions may cause
the Company to cease to continue as a going concern. CA Sri Lanka membership number of the engagement partner
responsible for signing this independent auditor’s report is
• Evaluate the overall presentation, structure and content
3707.
of the Financial Statements, including the disclosures, and
whether the Financial Statements represent the underlying
transactions and events in a manner that achieves fair
presentation.
Share of profit of equity accounted investee (net of income tax) 14.2.1 5,906,189 8,771,919
Profit/(loss) before taxation 9 108,850,226 (1,957,786)
The Financial Statements are to be read in conjunction with the related notes which form an integral part of the Financial
Statements.
Current assets
Inventories 15 304,564,402 147,886,027
Amount due from related companies 16 131,598,569 117,090,135
Other receivables 18 1,406,116 2,058,551
Prepayments 19 2,722,020 1,089,363
Income tax recoverable 20 12,135,819 12,134,788
Investments in fixed deposits 21 148,877,679 177,966,419
Cash and cash equivalents 22 4,181,574 6,640,862
Total current assets 605,486,179 464,866,145
Total assets 2,354,671,616 1,976,202,659
Liabilities
Non-current liabilities
Deferred tax liability 25 224,704,935 187,202,717
Retirement benefit obligation 26 67,394,334 55,003,505
Total non-current liabilities 292,099,269 242,206,222
Current liabilities
Trade and other payables 27 136,005,778 125,904,978
Amounts due to related companies 17 34,458,899 2,814,214
Provisions 28 9,559,144 13,898,133
Income tax payable 20.1 13,308,569 5,062,039
Dividend payable 29 2,173,701 2,191,420
Interest – bearing short term borrowings 30.1 35,000,000 96,000,000
Related party loan payable 30.1 110,000,000 –
Bank overdrafts 22.2 49,038,216 42,667,821
Current liabilities 389,544,307 288,538,605
Total liabilities 681,643,576 530,744,827
Total equity and liabilities 2,354,671,616 1,976,202,659
The Financial Statements are to be read in conjunction with the related notes which form an integral part of the Financial Statements.
I certify that the Financial Statements of the Company comply with the requirements of the Companies Act No. 07 of 2007.
(Sgd.)
G.V. Madushanka
Chief Financial Officer
The Board of Directors is responsible for the preparation and presentation of these Financial Statements.
Signed for and on behalf of the Board.
(Sgd.) (Sgd.)
A.M. Pandithage M.H. Wijewardene
Director Director
13 May 2022
Colombo
SINGER INDUSTRIES (CEYLON) PLC
132
ANNUAL REPORT 2021/22
The Financial Statements are to be read in conjunction with the related notes which form an integral part of the Financial
Statements.
SINGER INDUSTRIES (CEYLON) PLC
134
ANNUAL REPORT 2021/22
Singer Industries (Ceylon) PLC (‘Company’) is a limited The Financial Statements of Singer Industries (Ceylon)
liability Company incorporated and domiciled in Sri PLC, for the period ended 31 March 2022, were
Lanka. approved by the Board of Directors at the Board
The registered office of the Company is located at meeting held on 13 May 2022.
No. 2, 5th Lane, Ratmalana and the principal place of
business is situated at the same place. The Board of Directors is responsible for preparation
and presentation of the Financial Statements of the
1.2 Principal Activities and Nature of Operations Company as per the provision of the Company act No
07 of 2007 and Sri Lanka accounting standards. The
The Company is engaged in assembly of sewing
Directors’ responsibility over Financial Statements
machines, manufacture of cabinets and stands for
are set out in detail in the statement of Directors’
sewing machines.
responsibility.
1.3 Parent Enterprise and Ultimate Parent Enterprise
2. BASIS OF ACCOUNTING
Singer (Sri Lanka) PLC is the parent Company of
2.1 Statement of Compliance
Singer Industries (Ceylon) PLC. On 15 September
2017, Hayleys PLC with parties acting in concert The Financial Statements have been prepared in
acquired 61.73% of Singer (Sri Lanka) PLC. accordance with new Sri Lanka Accounting Standards
Accordingly, Hayleys PLC became the ultimate parent (SLAS), prefixed both SLFRS (corresponding to IFRS)
Company of Singer Industries (Ceylon) PLC with effect and LKAS (corresponding to IAS), promulgated by the
from 15 September 2017. Institute of Chartered Accountants of Sri Lanka and
complies with the requirements of the Companies Act
Subsequently, Hayleys PLC with parties acting in No 07 of 2007.
concert issued a notice of mandatory offer in line
with terms of Rule 31(1) (a) of takeovers and mergers 2.2 Functional and Presentation Currency
code 1995, to purchase 108,201,585 Ordinary shares The Financial Statements are presented in Sri Lankan
carrying voting rights of Singer (Sri Lanka) PLC at Rupees, which is the Company’s functional currency.
a price of Rs.47/ – per share (excluding 35,562,883
shares held by Retail Holding (Sri Lanka) BV. After 2.3 Basis of Measurement
exercising the mandatory offer, Hayleys PLC together The Financial Statements have been prepared on the
with its group companies holds 80.96% (approx.) of historical cost basis, except for the following material
Singer (Sri Lanka) PLC. items in the statements of Financial Position.
On 15 October 2018, Hayleys PLC purchased the – Land and buildings are measured at fair value.
balance 35,562,883 (9.47%) ordinary shares held by
– Defined benefit plan which are measured at the
Retail Holdings
present value of employee benefits.
(Sri Lanka) BV in Singer (Sri Lanka) PLC at a price of
– Investment property measured at fair value.
Rs.47/ – per share upon Retail Holdings (Sri Lanka)
BV exercising their option to sell its shares to Hayleys
Where appropriate, the specific policies are explained
PLC as previously agreed. After accepting this offer,
in the succeeding notes.
Hayleys PLC together with
its group Companies holds 90.43% (80.96%
2.4 Use of Estimates and Judgments
previously) of Singer (Sri Lanka) PLC.
In preparing these Financial Statements, management
1.4 Number of Employees has made judgements and estimates that affect the
application of the Company’s accounting policies and
The number of employees at the end of the period
the reported amounts of assets, liabilities, income
was 72 (2021 – 77).
and expenses. Actual results may differ from these
SINGER INDUSTRIES (CEYLON) PLC
135
ANNUAL REPORT 2021/22
estimates. Estimates and underlying assumptions are levels in a fair value hierarchy based on the inputs
reviewed on an ongoing basis. Revisions to estimates used in the valuation techniques as follows.
are recognized prospectively.
Level 1: Quoted prices (unadjusted) in active
A. Judgements markets for identical assets or liabilities.
Information about judgements made in applying Level 2: Inputs other than quoted prices
accounting policies that have the most significant included in Level 1 that are observable
effects on the amounts recognised in the Financial for the asset or liability, either directly
Statements is included in the following notes: (i .e. as prices) or indirectly (i .e .derived
from prices).
Note 14 – Equity-accounted investees: whether the
Company has significant influence over an investee. Level 3: Inputs for the asset or liability that are
not based on observable market data.
B. Assumptions and estimation uncertainties (Unobservable inputs).
Information about assumptions and estimation
uncertainties at 31 March 2022 that have a significant If the inputs used to measure the fair value of an
risk of resulting in a material adjustment to the asset or a liability fall into different levels of the fair
carrying amounts of assets and liabilities in the next value hierarchy, then the fair value measurement is
financial year is included in the following notes: categorized in its entirety in the same level of the
fair value hierarchy as the lowest level input that is
Note 12 Property, plant and equipment significant to the entire measurement.
Note 13 Investment property
The Company recognizes transfers between levels
Note 15 Provision for inventories of the fair value hierarchy at the end of the reporting
Note 26 Measurement of defined benefit period during which the change has occurred.
obligations: key actuarial assumptions
Further information about the assumptions made in
Note 28 Provisions
measuring fair values is included in Note 12, Note 13
Note 32 Contingencies and Note 26.
A number of the Company’s accounting policies and The Directors have made an assessment of the
disclosures require the measurement of fair values, for Company’s ability to continue as a going concern
both financial and non-financial assets and liabilities. and is satisfied that it has the resources to continue in
business for the foreseeable future. The assessment
The Company regularly reviews significant includes the existing and anticipated effects of the
unobservable inputs and valuation adjustments. If Covid 19 pandemic on the significant assumptions
third party information is used to measure fair values, that are sensitive or susceptible to change or are
the Company assesses the evidence obtained from inconsistent with historical trends.The Company’s
the third parties to support the conclusion that such businesses recorded a strong growth in profitability
valuations meet the requirements of SLFRS, including compared to previous year owing the positive
the level in the fair value hierarchy in which such consumer sentiment and the effectiveness of business
valuations should be classified. strategies adopted by the management.
Significant valuation issues are reported to the In determining the basis of preparing the Financial
Group’s Audit Committee. Statements for the year ended 31 March 2022, based
on available information, the management has
When measuring the fair value of an asset or a liability, assessed the prevailing macroeconomic conditions and
the Company uses observable market data as far as its impact on the Company and the appropriateness of
possible. Fair values are categorized into different the use of the going concern basis.
SINGER INDUSTRIES (CEYLON) PLC
136
ANNUAL REPORT 2021/22
The Company is expected to encounter challenges dissimilar nature or function are presented separately
such as the continuous devaluation of the rupee, unless they are immaterial.
import restrictions, rise in general inflation, depleting
of foreign currency reserves, shortage of essential 2.9. Offsetting
supplies, increase in policy rates and the resultant Assets and liabilities or income and expenses, are
pressure on disposable income level. not offset unless required or permitted by Sri Lanka
Accounting Standards.
Accordingly, the Company is expected to encounter
numerous challenges in the form of subdued 3. SUMMARY OF SIGNIFICANT ACCOUNTING
consumer demand and greater credit risk due to the POLICIES
potential loss of income of the customer base.
The accounting policies set out below have been
applied consistently to all periods presented in these
Towards, mitigating this risk, the Company procured
Financial Statements.
adequate inventory to see through to next few
months, adopted strict cost conservation methods,
3.1 Foreign Currency
fast track local sourcing and secured funding lines to
Foreign currency transactions
manage possible liquidity issues. Further, the Group
treasury is deeply analysing the foreign exchange Transactions in foreign currency are translated to
market and working closely with relevant financial Sri Lanka Rupees at the foreign exchange rates
institutions and the parent company, to overcome at the dates of the transactions. Monetary assets
dollar liquidity challenges and take timely price and liabilities denominated in foreign currencies
revisions to mitigate the exposure of future rupee are translated into the functional currency at the
devaluation. exchange rate at the reporting date.
Based on these proactive analyses and our operating Foreign exchange differences arising on the
model and financial strength, the Company is settlement or reporting of the Company’s monetary
confident that we are well placed. The Company items at rates different from those which were initially
envisages no impact on the Company business recorded are dealt with in the profit or loss.
continuity and expects to manage the above
challenges effectively. Non-monetary assets and liabilities that are
denominated in foreign currencies that are stated
Furthermore, management is not aware of any at historical cost at the reporting date are translated
material uncertainties that may cast significant doubt to functional currency at the foreign exchange rate
upon the Company’s ability to continue as a going prevailing at the date of initial transaction.
concern. Therefore, the Financial Statements continue
to be prepared on the going concern basis. Non-monetary assets and liabilities that are stated
at fair value, denominated in foreign currencies
2.7. Comparative Information are translated into the functional currency at the
exchange rate prevailing at the dates that the value
Comparative information including quantitative,
was determined. Foreign exchange differences arising
narrative and descriptive information as relevant
on translation are recognized in the profit or loss.
is disclosed in respect of previous period in the
Financial Statements. The presentation and
3.2 Property, Plant and Equipment
classification of the Financial Statements in the
previous year are amended, where relevant for better (a) Recognition and Measurement
presentation and to be comparable with those of the Items of property, plant and equipment are measured
current year. at cost / valuation less accumulated depreciation and
any accumulated impairment losses.
2.8. Materiality and Aggregation
Each material class of similar items is presented If significant part of an item of property, plant and
separately in these Financial Statements. Items of a equipment have different useful lives, then they are
SINGER INDUSTRIES (CEYLON) PLC
137
ANNUAL REPORT 2021/22
Increases in the carrying amount on revaluation is Depreciation of an asset begins when it is available
recognized in other comprehensive income and for use and ceases at the earliest of the date that the
accumulated in equity in the revaluation reserve asset as classified as held for sale and the date that
unless it reverses a previous revaluation decrease the asset is derecognized.
relating to the same asset, which was previously
recognized as an expense. In these circumstances the Depreciation methods, useful lives and residual values
increase is recognized as income to the extent of the are reassessed at the reporting date and adjusted if
previous write down. appropriate.
Interests in associates are accounted for using equity which case all affected financial assets are reclassified
method. They are recognized initially at cost, which on the first day of the first reporting period following
include transaction costs. Subsequent to initial the change in the business model.
recognition, the Financial Statements include the
share of the profit or loss of the equity accounted A financial asset is measured at amortised cost if it
investees, until the date on which significant influence meets both of the following conditions and is not
ceases. designated as at FVTPL:
When the Company’s holding percentage increases • It is held within a business model whose
or decreases on investment of equity accounted objective is to hold assets to collect contractual
investee Company recognizes gain or loss in profit cash flows; and
or loss as disposal gain or loss of equity accounted
• Its contractual terms give rise on specified
investee.
dates to cash flows that are solely payments of
principal and interest on the principal amount
3.5 Financial Instruments
outstanding.
(a) Financial Assets
I. Recognition and initial measurement A debt investment is measured at FVOCI if it
A financial instrument is any contract that gives rise to meets both of the following conditions and is not
a financial asset of one entity and financial liability or designated as at FVTPL:
equity instrument of another entity.
• It is held within a business model whose
Receivables and debt securities issued are initially objective is achieved by both collecting
recognized when they are originated. All other contractual cash flows and selling financial
financial assets and financial liabilities are initially assets; and
recognized when the Company becomes a party to • Its contractual terms give rise on specified
the contractual provisions of the instrument. dates to cash flows that are solely payments of
principal and interest on the principal amount
A financial asset (unless it is a trade receivable without outstanding.
a significant financing component) or financial liability
is initially measured at fair value plus, for an item not On initial recognition of an equity investment that is
at fair value through profit or loss (FVTPL), transaction not held for trading, the Company may irrevocably
costs that are directly attributable to its acquisition elect to present subsequent changes in the
or issue. A trade receivable without a significant investment’s fair value in OCI. This election is made
financing component is initially measured at the on an investment-by-investment basis.
transaction price.
All financial assets not classified as measured at
II. Classification and subsequent measurement of amortised cost or FVOCI as described above are
financial assets measured at FVTPL. This includes all derivative
financial assets. On initial recognition, the Company
On initial recognition, a financial asset is classified as
may irrevocably designate a financial asset that
measured at: amortised cost; fair value through other
otherwise meets the requirements to be measured
comprehensive income (FVOCI) – debt investment;
at amortised cost or at FVOCI as at FVTPL if doing
fair value through other comprehensive income
so eliminates or significantly reduces an accounting
(FVOCI) – equity investment; or fair value through
mismatch that would otherwise arise.
profit or loss (FVTPL).
Company’s investment in equity Investments are
Financial assets are not reclassified subsequent to
classified as FVTPL.
their initial recognition unless the Company changes
its business model for managing financial assets, in
SINGER INDUSTRIES (CEYLON) PLC
139
ANNUAL REPORT 2021/22
III. Financial assets – Business model assessment IV. Financial assets – Assessment whether contractual
The Company makes an assessment of the objective cash flows are solely payments of principal and
of the business model in which a financial asset is held interest.
at a portfolio level because this best reflects the way For the purposes of this assessment, ‘principal’ is
the business is managed, and information is provided defined as the fair value of the financial asset on initial
to management. The information considered recognition. ‘Interest’ is defined as consideration
includes: for the time value of money and for the credit risk
associated with the principal amount outstanding
• The stated policies and objectives for the during a particular period of time and for other
portfolio and the operation of those policies in basic lending risks and costs (e.g. liquidity risk and
practice. These include whether management’s administrative costs), as well as a profit margin.
strategy focuses on earning contractual interest
income, maintaining a particular interest rate In assessing whether the contractual cash flows
profile, matching the duration of the financial are solely payments of principal and interest, the
assets to the duration of any related liabilities or Company considers the contractual terms of the
expected cash outflows or realising cash flows instrument. This includes assessing whether the
through the sale of the assets; financial asset contains a contractual term that could
change the timing or amount of contractual cash
• How the performance of the portfolio is
flows such that it would not meet this condition. In
evaluated and reported to the Company’s
making this assessment, the Company considers:
management.
• The risks that affect the performance of the • Contingent events that would change the
business model (and the financial assets held amount or timing of cash flows;
within that business model) and how those risks
• Terms that may adjust the contractual coupon
are managed.
rate, including variable-rate features;
• How managers of the business are compensated
• Prepayment and extension features; and
– e.g. whether compensation is based on the fair
value of the assets managed or the contractual • Terms that limit the Company’s claim to cash
cash flows collected; and flows from specified assets (e.g. non-recourse
features).
• The frequency, volume and timing of sales of
financial assets in prior periods, the reasons for
A prepayment feature is consistent with the solely
such sales and expectations about future sales
payments of principal and interest criterion if the
activity.
prepayment amount substantially represents unpaid
amounts of principal and interest on the principal
Transfers of financial assets to third parties in
amount outstanding, which may include reasonable
transactions that do not qualify for derecognition are
additional compensation for early termination of the
not considered sales for this purpose, consistent with
contract. Additionally, for a financial asset acquired at
the Company’s continuing recognition of the assets.
a discount or premium to its contractual paramount,
a feature that permits or requires prepayment at an
Financial assets that are held for trading or are
amount that substantially represents the contractual
managed and whose performance is evaluated on a
par amount plus accrued (but unpaid) contractual
fair value basis are measured at FVTPL.
interest (which may also include reasonable additional
compensation for early termination) is treated as
consistent with this criterion if the fair value of
the prepayment feature is insignificant at initial
recognition.
SINGER INDUSTRIES (CEYLON) PLC
140
ANNUAL REPORT 2021/22
V. Financial assets – Subsequent measurement and substantially all of the risks and rewards of ownership
gains and losses of the financial asset are transferred, or it neither
transfers nor retains substantially all of the risks and
Financial These assets are subsequently
rewards of ownership and does not retain control
assets at measured at fair value. Net gains
over the transferred asset. Any interest in such
FVTPL and losses, including any interest or
derecognized financial assets that is created or
dividend income, are recognised in
retained by the Company is recognized as a separate
profit or loss.
asset or liability.
Financial These assets are subsequently
assets at measured at amortised cost using (b) Financial liabilities
amortised the effective interest method. I. Classification, subsequent measurement and gain
cost The amortised cost is reduced by and losses
impairment losses. Interest income,
Financial liabilities are classified as measured at
foreign exchange gains and losses
amortised cost or FVTPL. A financial liability is
and impairment are recognised
classified as at FVTPL if it is classified as held – for –
in profit or loss. Any gain or loss
trading, it is a derivative, or it is designated as such
on derecognition is recognised in
on initial recognition. Financial liabilities at FVTPL are
profit or loss.
measured at fair value and gains and losses, including
Debt These assets are subsequently any interest expense, are recognised in profit or loss.
investments measured at fair value. Interest Other financial liabilities are subsequently measured
at FVOCI income calculated using the at amortised cost using the effective interest method.
effective interest method, foreign Interest expense and foreign exchange gains and
exchange gains and losses and losses are recognised in profit or loss. Any gain or loss
impairment are recognised in on derecognition is also recognised in profit or loss.
profit or loss. Other net gains and
losses are recognised in OCI. On Financial liabilities comprise retirement benefit
derecognition, gains and losses obligations, trade and other payable, amount due to
accumulated in OCI are reclassified related parties, dividend payable and bank overdraft.
to profit or loss.
II. Derecognition
Equity These assets are subsequently
investments measured at fair value. Dividends The Company derecognizes a financial liability when
at FVOCI are recognised as income in profit its contractual obligations are discharged or canceled
or loss unless the dividend clearly or expired.
represents a recovery of part of the
cost of the investment. Other net On derecognition of financial liability, the difference
gains and losses are recognised in between the carrying amount extinguished and the
OCI and are never reclassified to consideration paid is recognized in profit or loss.
profit or loss.
III. Offsetting
Financial assets and financial liabilities are offset
Financial assets at amortized cost comprises
and the net amount presented in the Statement of
amounts due from related parties, other receivables,
Financial Position when, and only when, the Company
investment in fixed deposits and cash & cash
currently has a legally enforceable right to offset the
equivalents.
amounts and intends either to settle them on a net
VI. Derecognition basis or to realize the asset and settle the liability
simultaneously.
The Company derecognizes a financial asset when
the contractual rights to the cash flows from the
asset expire, or it transfers the rights to receive
the contractual cash flows in a transaction in which
SINGER INDUSTRIES (CEYLON) PLC
141
ANNUAL REPORT 2021/22
3.6 Impairment of Assets 12-month ECLs are the portion of ECLs that result
(a) Financial Assets from default events that are possible within the 12
months after the reporting date (or a shorter period
The Company recognises loss allowances for ECLs on:
if the expected life of the instrument is less than 12
• Financial assets measured at amortised cost; months).
• Debt investments measured at FVOCI; and The maximum period considered when estimating
• Contract assets. ECLs is the maximum contractual period over which
the Company is exposed to credit risk.
The Company measures loss allowances at an amount
equal to lifetime ECLs, except for the following, which I. Measurement of ECLs
are measured at 12-month ECLs: ECLs are a probability-weighted estimate of credit
losses. Credit losses are measured as the present
• Debt securities that are determined to have low
value of all cash shortfalls (i.e. the difference between
credit risk at the reporting date; and
the cash flows due to the entity in accordance with
• Other debt securities and bank balances for the contract and the cash flows that the Company
which credit risk (i.e. the risk of default occurring expects to receive).
over the expected life of the financial instrument)
has not increased significantly since initial ECLs are discounted at the effective interest rate of
recognition. the financial asset.
Loss allowances for trade receivables is always
measured at an amount equal to lifetime ECLs. II. Credit-impaired financial assets
At each reporting date, the Company assesses whether
When determining whether the credit risk of a financial assets carried at amortised cost and debt
financial asset has increased significantly since initial securities at FVOCI are credit impaired. A financial
recognition and when estimating ECLs, the Company asset is ‘credit-impaired’ when one or more events that
considers reasonable and supportable information have a detrimental impact on the estimated future cash
that is relevant and available without undue cost or flows of the financial asset have occurred.
effort. This includes both quantitative and qualitative
information and analysis, based on the Company’s Evidence that a financial asset is credit-impaired
historical experience and informed credit assessment includes the following observable data:
and including forward-looking information.
• Significant financial difficulty of the borrower or
The Company assumes that the credit risk on a issuer.
financial asset has increased significantly if it is more • A breach of contract such as a default or being
than 12 months past due. more than 12 months past due.
• The restructuring of a loan or advance by the
The Company considers a financial asset to be in
Company on terms that the Company would not
default when:
consider otherwise.
• The borrower is unlikely to pay its credit • It is probable that the borrower will enter
obligations to the Company in full, without bankruptcy or other financial reorganisation; or
recourse by the Company to actions such as • The disappearance of an active market for a
realising security (if any is held); or security because of financial difficulties.
• The financial asset is more than 12 months past
due. III. Presentation of allowance for ECL in the
Statement of Financial Position
Lifetime ECLs are the ECLs that result from all
possible default events over the expected life of a Loss allowances for financial assets measured at
financial instrument. amortised cost are deducted from the gross carrying
amount of the assets.
SINGER INDUSTRIES (CEYLON) PLC
142
ANNUAL REPORT 2021/22
For debt securities at FVOCI, the loss allowance is In respect of other assets impairment losses
charged to profit or loss and is recognised in OCI. recognized in prior periods are assessed at each
reporting date for any indications that the loss has
IV. Write-off decreased or no longer exists. An impairment loss is
The gross carrying amount of a financial asset is written reversed if there has been a change in the estimates
off when the Company has no reasonable expectations used to determine the recoverable amount. An
of recovering a financial asset in its entirety or a portion impairment loss is reversed only to the extent that the
thereof. For individual customers, the Company has a asset’s carrying amount does not exceed the carrying
policy of writing off the gross carrying amount when amount that would have been determined net of
there are no realistic prospect of recovering of the depreciation or amortization if no impairment loss
assets based on historical experience of recoveries of had been recognized.
similar assets. For corporate customers, the Company
individually makes an assessment with respect to the 3.7. Cash and cash equivalents
timing and amount of write-off based on whether there Cash and cash equivalents comprise of cash at bank
is a reasonable expectation of recovery. The Company and in hand balances. Cash and bank balances are
expects no significant recovery from the amount stated at recoverable values. There were no cash
written off. However, financial assets that are written off and cash equivalents held by the Companies that
could still be subject to enforcement activities in order were not available for use. Bank overdrafts and
to comply with the Company’s procedures to recovery short-term borrowings that are repayable on demand
of amounts due. and forming an integral part of the Company’s
cash management are included as a component of
(b) Non-Financial Assets cash and cash equivalents for the purpose of the
The carrying amount of the Company’s non – financial Statement of Cash Flows.
assets, other than inventories and deferred tax assets,
are reviewed at each reporting date to determine 3.8 Stated Capital
whether there is any indication of impairment. If any Ordinary shares are classified as equity. Incremental
such indication exists, then the asset’s recoverable costs directly attributable to the issue of ordinary
amount is estimated. For Intangible Assets that have shares are recognized as a deduction from equity net
indefinite useful lives or that are not yet available for of any tax effects.
use the recoverable amount is estimated each year at
the same time. 3.9 Provisions
A provision is recognized if, as a result of a past event,
The recoverable amount of an asset or cash- the Company has a present legal or constructive
generating unit is the greater of its value in use and obligation that can be estimated reliably, and it is
its fair value less costs to sell. In assessing value in probable that an outflow of economic benefits will
use, the estimated future cash flows are discounted to be required to settle the obligation. Provisions are
their present value using a pre-tax discount rate that determined by discounting the expected future cash
reflects current market assessments of the time value flows at a pre-tax rate that reflects current market
of money and the risks specific to the asset. assessment of the time value of money and the risk
specific to the liability. The unwinding of the discount
For the purpose of impairment testing assets that is recognized as finance cost.
cannot be tested individually are grouped together
into the smallest group of assets that generates Warranties
cash inflow from continuing use that are largely
independent of the cash inflows of other assets or A provision for warranties is recognized when the
groups of assets (the cash generating unit or ‘CGU’). underlying products or services are sold, based on
An impairment loss is recognized if the carrying historical warranty data and a weighting of possible
amount of an asset or cash-generating unit exceeds outcomes against their associated probabilities.
its recoverable amount. Impairment losses are
recognized in Statement of Profit or Loss.
SINGER INDUSTRIES (CEYLON) PLC
143
ANNUAL REPORT 2021/22
Revenue is recognized when the goods are delivered amount of the corresponding assets and are
to customer as the performance obligation will be recognized net within other income in Statement of
satisfied on delivery. Profit or Loss.
The lease payments also include the exercise price of recognised over the lease term on the same basis as
a purchase option reasonably certain to be exercised rental income. Contingent rents are recognised as
by the Company and payments of penalties for revenue in the period in which they are earned.
terminating the lease, if the lease term reflects the
Company exercising the option to terminate. Variable 4. GENERAL
lease payments that do not depend on an index or 4.1. Events Occurring After the Reporting Date
a rate are recognised as expenses (unless they are
All material post reporting date events have been
incurred to produce inventories) in the period in which
considered and where appropriate adjustments or
the event or condition that triggers the payment
disclosures have been made in the respective notes
occurs.
to the Financial Statements.
6. REVENUE
Revenue is recognized when the goods are delivered to customer as the performance obligation will be satisfied on
delivery.
A. Revenue streams
The Company generates revenue primarily from the sale of sewing machines, cabinets and stands to its parent company.
The Company is engaged in assembly of sewing machines and manufacture of cabinets and stands all of which are sold
to Singer (Sri Lanka) PLC. Furthermore, the Company is manufacturing washing machine components to Regnis Appliance
(Pvt) Ltd and refrigerator components to Regnis (Lanka) PLC.
C. Contract balances
The following table provides information about receivables from contracts with customers.
All the revenue are derived through sales to the related parties.
Disaggregation of revenue disclosed above and the revenue information provided on segment information are same.
SINGER INDUSTRIES (CEYLON) PLC
148
ANNUAL REPORT 2021/22
For the year ended 31 March, 2022 2021 2022 2021 2022 2021 2022 2021
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Reportable segment revenue 635,496,669 449,646,676 175,901,608 106,984,285 132,287,689 72,984,928 943,685,966 629,615,889
Reportable segment results 73,457,235 (14,130,564) 20,332,515 (3,362,080) 15,291,171 (2,293,620) 109,080,921 (19,786,264)
from operating activities
Net finance income/(cost) (4,132,698) 6,467,835 (1,143,906) 1,538,890 (860,280) 1,049,834 (6,136,884) 9,056,559
Income tax expense (10,871,371) (3,543,662) (3,009,129) (843,142) (2,263,031) (575,195) (16,143,531) (4,961,999)
Reportable segment profit 58,453,166 (11,206,391) 16,179,480 (2,666,332) 12,167,860 (1,818,981) 86,800,506 (15,691,704)
after tax (Note 6.1.3 )
– – – – – – 2,354,671,616 1,976,202,659
Unallocated assets and liabilities comprise mainly of assets and liabilities that can not be attributable to a particular
segment.
7. OTHER INCOME
Company liable for income tax rate at 24% on the profit of investment income.
SINGER INDUSTRIES (CEYLON) PLC
153
ANNUAL REPORT 2021/22
For the period ended 31 March 2022, Singer Industries (Ceylon) PLC is liable to income tax at 18% (2020/21 – 18%) in
terms of Inland Revenue Act No 24 of 2017 and amendments thereto. However, profit from investment income has been
taxed at 24%.
SINGER INDUSTRIES (CEYLON) PLC
154
ANNUAL REPORT 2021/22
Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary shareholders by
the weighted average number of ordinary shares outstanding during the year as per the requirement of the Sri Lanka
Accounting Standard (LKAS 33) – ‘Earning per share’.
The following reflects the income and share data used in the earnings per share computations.
The ordinary shares of the company were subdivided by splitting each issued ordinary share into 2 ordinary shares from
04 March 2021. Consequently, the total number of existing issued Ordinary Shares were increased from 10,000,380 to
20,000,760 without changing the Stated Capital of the Company which will remain at Rs.100,003,800/-.
12 PROPERTY, PLANT AND EQUIPMENT
At cost At valuation
Machinery and Motor vehicles Computers Furniture and Freehold land Buildings on Total
equipment and other fixtures freehold land
equipment
Balance as at 1 April 2020 75,592,777 2,958,890 7,757,222 5,435,877 952,100,000 162,900,000 1,206,744,766
Balance as at 31 March 2021 76,521,252 2,958,890 8,303,712 5,464,022 952,100,000 162,900,000 1,208,247,876
Balance as at 31 March 2022 76,538,252 2,958,890 9,504,503 5,464,022 1,080,538,000 193,350,000 1,368,353,667
155
Carrying amount
As at 31 March 2022 8,475,214 – 2,199,397 58,133 1,080,538,000 193,350,000 1,284,620,744
Property, plant and equipment includes fully-depreciated assets of Rs.77,201,568 as at 31.03.2022 (Rs.76,401,391 for the year ended 31.03.2021).
ANNUAL REPORT 2021/22
SINGER INDUSTRIES (CEYLON) PLC
12.4 The carrying amount of revalued assets that would have been included in the Financial Statements had the assets been
carried at cost less depreciation is as follows:
12.5 During the financial year, the Company acquired property, plant and equipment to the aggregate value of Rs.1,217,791 / -
(2021 - Rs. 1,662,268/ -). Cash payment amounting to Rs.1,217,791 / - (2021 - Rs.1,662,268/ -) was made during the year for
purchase of property, plant and equipment.
SINGER INDUSTRIES (CEYLON) PLC
157
ANNUAL REPORT 2021/22
The following table shown the valuation techniques used in measuring the fair value of freehold land and building, as well
as the significant unobservable inputs used.
13 INVESTMENT PROPERTY
Investment property comprises a property at No 435, Galle Road, Ratmalana to the extent of 50.42 perches, that is leased
to Singer (Sri Lanka) PLC at an arm’s length price decided by the management. Subsequent renewals are negotiated with
the lessee and historically the average renewal period is 06 years. No contingent rents are charged.
There are no identified operational expenses with respect to the investment property.
14.3 The share of equity accounted investee profits is based on the audited financial statements,
Reality (Lanka) Limited is a Company incorporated on 29 September 2006 and operating in Sri Lanka. The Company’s
registered office is at No.112, Havelock Road, Colombo 05 and the principal business is situated at the above address.
The principal activity of the Company is renting of Company property and property development.
Parent company of Reality (Lanka) Limited is Singer (Sri Lanka) PLC. The Company’s ultimate parent undertaking and
controlling party is Hayleys PLC.
15 INVENTORIES
18 OTHER RECEIVABLES
19 PREPAYMENTS
Maturity : 27.04.2022
Rate : 8.36% p.a.
23 STATED CAPITAL
23.1 Issued and fully paid Par value Balance at the Issued for Share split Balance at the Balance at the
beginning of cash during during the end of the end of the
the year the year year year year
31.03.2022 31.03.2021
Weighted average number Rs.10/ – 20,000,760 – – 20,000,760 20,000,760
of ordinary shares
20,000,760 – – 20,000,760 20,000,760
The holders of ordinary shares are entitled to receive dividend as declared from time to time and are entitled to one vote
per share at a meeting of the Company.
23.1.1 The ordinary shares of the company were subdivided by splitting each issued ordinary share into 2 ordinary shares from
4 March 2021. Consequently, the total number of existing issued ordinary shares were increased from 10,000,380 to
20,000,760 without changing the stated capital of the Company which will remain at Rs. 100,003,800.
24 RESERVES
The above revaluation surplus consists of net surplus resulting from the revaluation land and building as described in Note
12.6 to the financial statements.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against tax liabilities and when the deferred income taxes relate to the same fiscal authority.
SINGER INDUSTRIES (CEYLON) PLC
166
ANNUAL REPORT 2021/22
25.1 As per the Inland Revenue Act No. 24 of 2017, business income includes gains from realization of capital assets and
liabilities of a business. Accordingly, the gain from the realization of an asset or liability shall be the amount by which
the sum of the consideration received for the asset or liability exceeds the acquiring cost of the asset or liability at the
time of realization. The Company has recognized a revaluation reserve on freehold land (capital assets of the Company)
amounting to Rs. 1,080,197,417 as at 31 March 2022 ( 2019- Rs. 951,759,417) which was the amount by which the sum of
the carrying value of the freehold land exceeds the acquiring cost of the lands based in the revaluation carried out and
accounted for as at the balance sheet date. Hence, the Company has recognized a deferred tax liability of Rs. 194,435,536
as at 31 March 2022 (2019- 266,492,637) on revaluation reserve of the freehold land which is computed at the corporate
tax rate of 28%. With the change of the corporate tax rate to 18%, the Company has recognized a deferred tax liability of
Rs. 171,316,695 as at 31 March 2021 on the revaluation reserve of the free hold land.
25.2 The Company has recognized deferred tax on revaluation of its land and building classified as investment property
(investment assets) at the rate of 10% as per the Inland Revenue Act No. 24 of 2017. Accordingly, the Company has
recognized deferred tax liability of Rs. 6,005,500 as at 31 March 2022 (Rs.1,494,500 as at 31 March 2021) on the revaluation
gain reported during the period.
25.3 If the Company has recognized deferred tax on revaluation of its land and building classified as business property
(business assets) at the rate of 18% as per the Inland Revenue Act No. 24 of 2017 as at 31 March 2022, impact can be
calculated as follows,
SINGER INDUSTRIES (CEYLON) PLC
167
ANNUAL REPORT 2021/22
25.4 The tax effect of tax losses carried are recognized as deferred tax assets as management considered it probable that
future taxable profits will be available against which these tax losses can be utilized in the future.
26 RETIREMENT BENEFIT OBLIGATIONS
The expense is recognised under cost of sales in the income statement and other comprehensive income.
The Company maintains a non-contributory defined benefit plan providing for gratuity benefits payable to employees,
which is expressed in terms of final monthly salary and service.
During 2021/2022, the pension arrangements was adjusted to reflect new legal requirements as per Minimum Retirement
age of workers Act No. 28 of 2021 regarding the retirement age. As a result of the plan amendment, the Company defined
benefit obligation decrease by Rs. 2,637,591 (2021 - nil). A corresponding past service credit was recorgnised in profit or
loss during 2021/2022.
As at 31 March 2022, the gratuity liability was actuarially valued under the Projected Unit Credit (PUC) method by a
professionally qualified actuary Mr. M Poopalanathan, of Actuarial & Management Consultants (Pvt) Limited who is a
qualified Actuary, Associate of the Institute and Faculty of Actuaries, UK.
SINGER INDUSTRIES (CEYLON) PLC
168
ANNUAL REPORT 2021/22
Effect Effect
For the year ended 31 March, 2022 2021
Rs. (‘000) Rs. (‘000)
(A) Discount rate
28 PROVISIONS
Warranties : A provision of Rs. 296,423/- has been recognised for expected warranty claims in product sold
during the current financial year. The provision has been made based on actual average historical claims
development during previous years.
Bonus : Rs.20,392,514/- provision has been recognised for the period ended 31 March 2022.
SINGER INDUSTRIES (CEYLON) PLC
170
ANNUAL REPORT 2021/22
29 DIVIDENDS PAYABLE
Facility type Bank/ Institution Repayment terms Nominal interest Balance Balance
rate
31.03.2022 31.03.2021
Short term loan Commercial Bank 3 months 9.74% (Weekly 20,000,000 21,000,000
AWPLR+0.35%)
Short term loan Seylan Bank 3 months 9.95% (Monthly 15,000,000 75,000,000
AWPLR+1%)
Related Party Loan Singer (Sri Lanka) 12 months 11.5% (Singer 110,000,000 –
PLC borrowing
cost+0.5%)
145,000,000 96,000,000
Interest rates are determined by the bank based on the prevailing market rates at the time of granting each loan.
SINGER INDUSTRIES (CEYLON) PLC
171
ANNUAL REPORT 2021/22
This note presents the information about the Company’s exposure to each of the above risks. The Company’s objective is
to set the policies and procedures for measuring and managing the risk and the Company’s capital management.
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. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its
training and management standards and procedures, aims to maintain a disciplined and constructive control environment
in which all employees understand their roles and obligations.
The Company Audit Committee oversees how management monitors compliance with the Company’s risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the
Company. The Company Audit Committee is assisted in its oversight role by Internal audit. Internal audit undertakes both
regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit
committee.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is
to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
SINGER INDUSTRIES (CEYLON) PLC
173
ANNUAL REPORT 2021/22
In order to minimize the risk, the Company regularly reviews its liquidity position and reports to the Board. Further,
cash requirements are ascertained through continuous rolling forecasts. Further, the expected cash inflows from trade
receivables, outflows from trade payables and imports are closely monitored by the Company.
The Company also maintains excellent relationships with banks, with which it has dealings and enjoy substantial banking
facilities. The Company aims to maintain banking facilities in excess of expected funding requirements. The table below
highlights the lines of credit and utilized facilities as at 31 March 2022.
In addition, the treasury of the parent Company, Singer (Sri Lanka) PLC also assists the Company by providing funds at
competitive rates in times of need.
This excludes the potential impact of extreme circumstances that cannot reasonably be predicted.
Following are the remaining contractual maturities of financial liabilities, including estimated interest payments as at the
end of the reporting period:
Gross inflows/outflows disclosed in the previous table represent the contractual undiscounted cash flows obtained on
variable interest rates. Interest payments of these loans indicated in the table above reflect the present market interest
rates at the period end and may vary according to changes in the market interest rates.
Given below is the summary of the import credit exposure as at 31 March 2022.
Trade payable US$ 243,760.90, SGD 5,780.25 and CNY 212,250 (2021 - US$ 476,846 and CNY 118,750)
On reporting date spot rate was US$ 1 = LKR 310.00 (2021 - US$ 1 =LKR 199.83)
On reporting date spot rate was CNY 1 = LKR 46.29 (2021 - CNY 1 =LKR 30.32)
On reporting date spot rate was SGD 1 = LKR 217.17 (2021 - SGD 1 =LKR 148.16)
During the financial period, average rate was US$ 1 = LKR 299.38 (2021 - US$ 1 = LKR 188.79)
At 31 March 2022, the post-tax profit and shareholder equity would be Rs.4,971,064/- higher/lower based on the
appreciation/depreciation of the Sri Lankan Rupee by 50.58% against the US$, due to the US$ denominated trade
payables.
SINGER INDUSTRIES (CEYLON) PLC
175
ANNUAL REPORT 2021/22
The total import credit of the Company denominated in US Dollar (USD), Singapore Dollars and CNY as at 31 March 2022.
The Central bank of Sri Lanka (CBSL) has floated the exchange rate since 7 March 2022 and todate, the LKR has devalued
to Rs.364.98/USD, Rs. 258.53/SGD and 52.76/CNY. This fluctuation in the exchange rates will have a material impact of Rs.
13.8 million of net exchange loss on the company’s Profit before tax and funding position in the financial year 2022.
At 31 March 2021, the post-tax profit and shareholder equity would be Rs.5,998,586/- higher/lower based on the
appreciation/depreciation of the Sri Lankan Rupee by 6.72% against the US$, due to the US$ denominated trade
payables.
The borrowings are denominated in Sri Lankan rupees which is the functional currency
Profile
At the reporting date, the interest rate profile of the Company interest bearing financial assets and liabilities were,
The interest rates are negotiated on the strength of the Singer group and thereby ensuring the availability of cost-effective
funding all the times, while minimizing the negative effect of market fluctuations. In addition, Company has considerable
banking facilities with several reputed banks which have enabled the Company to negotiate competitive rates.
Since the interest rates have been significantly increased subsequent to the balance sheet date and due to the volatile
nature of fluctuations, there will be an adverse impact on the interest bearing borrowings.
The Board of Directors seek to maintain a balance between higher returns facilitated through a higher level of borrowings
and the benefits and security afforded by a sound capital position.
The capital structure of the Company consists of debt and equity of the Company (comprising issued capital, reserves,
retained earnings as detailed in Note 23 and 24). The capital structure of the Company is reviewed by the Board of
Directors. The gearing ratio is given below:
31.03.2022 31.03.2021
Rs. Rs.
Total borrowings 194,038,216 138,667,821
Total debt 194,038,216 138,667,821
Equity 1,673,028,040 1,445,457,832
Debt to equity ratio 11.6% 9.6%
SINGER INDUSTRIES (CEYLON) PLC
177
ANNUAL REPORT 2021/22
The fair values of financial assets and liabilities, together with the carrying amounts shown in the Statement of Financial
Position, are as follows,
As at 31 March 2021
Financial Assets not measured at fair values
Cash and cash equivalents 22 6,640,862 – 6,640,862
Amount due from related companies 16 117,090,135 – 117,090,135
Other receivables 18 2,058,551 – 2,058,551
Investments in fixed deposits 21 177,966,419 – 177,966,419
303,755,967 – 303,755,967
Financial Liabilities not measured at fair values
Trade payables 27 – 117,803,996 117,803,996
Amounts due to related companies 17 – 2,814,214 2,814,214
Borrowings including related party loans 30 – 96,000,000 96,000,000
Bank overdraft 22 – 42,667,821 42,667,821
259,286,031 259,286,031
32.2 Contingencies
32.2.1 Finance commitments
Document credit are affected for foreign purchases of the Company amounting to Rs.155,858,883/ – (2021-
Rs.210,523,851/-) on the basis that the Company is liable for the additional duty. Hence, no provision is made in the
Financial Statements. Other than the above, the Company does not have any significant contingencies as at the reporting
date.
The Government of Sri Lanka in its Budget for 2022 proposed a one-time tax, referred to as a surcharge tax, at the rate of
25% to be imposed on any companies that have earned a taxable income in excess of LK Rs. 29,184,544/ – for the year of
assessment 2020/21. The tax is imposed by the Surcharge Tax Act No. 14 of 2022 which was passed by the Parliament of
Sri Lanka on 7 April 2022. As the law imposing the surcharge tax was enacted after the reporting period end, the Financial
Statements for the year ended 31 March 2022 do not reflect the tax liability that would arise in consequence, the amount
of which is best estimated at LK Rs. 7,296,136/-.
Other than the above, the Company does not have events after the reporting date which require adjustment or
disclosures in these Financial Statements.
SINGER INDUSTRIES (CEYLON) PLC
179
ANNUAL REPORT 2021/22
The Company carries out transactions in the ordinary course of its business on an arm’s length basis with parties who are
defined as related parties in Sri Lanka Accounting Standards (LKAS 24) “Related party disclosures”, The details are as
follows.
Singer (Sri Lanka) PLC is the parent Company of Singer Industries (Ceylon) PLC. The Hayleys PLC is the ultimate parent
Company of Singer Industries (Ceylon) PLC. On 15 September 2017, Hayleys PLC with parties acting in concert acquired
61.73% of Singer (Sri Lanka) PLC. Accordingly, Hayleys PLC became the ultimate parent Company of Singer Industries
(Ceylon) PLC with effect from 15 September 2017. Subsequently, Hayleys PLC with parties acting in concert issued a
notice of mandatory offer in line with terms of Rule 31(1) (a) of takeovers and mergers code 1995, to purchase 108,201,585
ordinary shares carrying voting rights of Singer (Sri Lanka) PLC at a price of Rs.47/ – per share (excluding 35,562,883 shares
held by Retail Holding (Sri Lanka) BV. After exercising the mandatory offer, Hayleys PLC together with its group companies
holds 80.96% (approx.) of Singer (Sri Lanka) PLC. On 15 October 2018, Hayleys PLC purchased the balance 35,562,883
(9.47%) ordinary shares held by Retail Holdings (Sri Lanka) BV in Singer (Sri Lanka) PLC at a price of Rs.47/ – per share upon
Retail Holdings (Sri Lanka) BV exercising their option to sell its shares to Hayleys PLC as previously agreed. After accepting
this offer, Hayleys PLC together with its Group companies holds 90.43% (80.96% previously) of Singer (Sri Lanka) PLC.
According to Sri Lanka Accounting Standard (LKAS) 24 Related Party Disclosure, Key management personnel are those
having authority and responsibility for planning, directing and controlling the activities of the entity. Accordingly, the
Directors (including Executives and Non-Executive Directors) of the Company and their immediate family members have
been classified as key personnel of the Company.
Closing balances of the related parties are disclosed in the respective notes.
SINGER INDUSTRIES (CEYLON) PLC
181
ANNUAL REPORT 2021/22
Name of the related party Transaction Value of the Value of the Terms and conditions of
transaction related party the related party
entered into transaction transaction/ the rationale
during the as a % of for entering
financial year revenue into the transaction
Rs. %
Singer (Sri Lanka) PLC Sales (gross) 826,175,417 81% On commercial terms.
Trade settlement 815,823,407 80%
Regnis Appliances (Pvt) Ltd Sales (gross) 189,976,750 18% On commercial terms.
Trade settlement 118,461,688 12%
Name of the related party Transaction Value of the Value of the Value of the Terms and
transaction related party related party conditions of the
entered into transaction as transaction as related party
during the a % of equity a % of total transaction/ the
financial year assets rationale for
entering
into the
transaction
Rs. % %
Singer Finance (Lanka) PLC Investment in fixed 148,877,679 9% 6% On commercial
deposit terms.
Credit period
Singer (Sri Lanka) PLC 30 Days
Regnis Appliances (Pvt) Limited 30 Days
Regnis (Lanka) PLC 30 Days
Hayleys PLC 30 Days
Hayleys Business Solution Int. (Pvt) Ltd 30 Days
Uni Dil Packaging Ltd 30 Days
Advantis Freight (Pvt) Limited 45 Days
The related party borrowings are at pre-determined interest rates and terms.
SINGER INDUSTRIES (CEYLON) PLC
182
ANNUAL REPORT 2021/22
ASSETS EMPLOYED
Current Assets 605,486 464,866 396,790
Current Liabilities 389,544 288,539 185,981
Working Capital 215,942 176,327 210,809
Fixed Assets 1,284,621 1,112,733 1,119,774
Investment Property 383,000 322,945 308,000
Investments 81,565 75,659 66,887
Other Receivables - Non current - - -
1,965,128 1,687,664 1,705,470
SHARE INFORMATION
GENERAL
2022 2021
No. of Total % No. of Total %
Category Holders Holdings Holders Holdings
1 to 1000 769 210,989 1.06 764 215,412 1.07
1001 to 10000 370 927,600 4.64 364 917,613 4.59
10001 to 100000 39 862,918 4.31 35 767,710 3.84
100001 to 1000000 3 454,625 2.27 4 555,397 2.78
Over 1000000 Shares 1 17,544,628 87.72 1 17,544,628 87.72
1,182 20,000,760 100.00 1,168 20,000,760 100.00
2022
No. of Holders No. of Holdings (shares) %
Category Foreign Local Foreign Local Foreign Local
1 to 1000 7 762 2,224 208,765 0.01 1.04
1,001 to 10.000 12 358 31,102 896,498 0.16 4.48
10,001 to 100,000 1 38 10,400 852,518 0.05 4.27
100,001 to 1,000,000 - 3 - 454,625 - 2.27
Over 1,000,000 Shares - 1 - 17,544,628 - 87.72
20 1,162 43,726 19,957,034 0.22 99.78
ANALYSIS OF SHARES
2022 2021
No. of No. of No. of No. of
% %
Shareholders Shares Shareholders Shares
Shares held by Public 1,180 2,455,092 12.27 1,165 2,454,572 12.27
SHARE INFORMATION
1. To consider and adopt the Annual Report of the Board of Directors and the Statement of Accounts for the year ended
31 March 2022 with the Report of the Auditors thereon.
2. To re-elect as a Director Mr. S. C. Ganegoda, who retires by rotation at the Annual General Meeting in terms of Article 24(4) of
the Articles of Association of the Company.
3. To re-elect as a Director Mr. D. K. De Silva Wijeyeratne, who retires by rotation at the Annual General Meeting in terms of
Article 24(4) of the Articles of Association of the Company.
4. To propose the following resolution as an ordinary resolution for the re-appointment of Mr. A.M. Pandithage, in terms of
Section 211 of the Companies Act No. 07 of 2007, who retires having attained the age of seventy one years.
Ordinary Resolution
‘That Mr. Abeyakumar Mohan Pandithage, who has attained the age of seventy one years be and is hereby re-appointed a
Director for a further period of one year and it is hereby declared that the age limit of seventy years referred to in Section 210
of the Companies Act No. 07 of 2007 shall not apply to the appointment of the said Director’.
5. To authorise the directors to determine donations and contributions to charities for the ensuing year.
6. To re-appoint Messrs KPMG, Chartered Accountants as the Auditors of the Company for the year 2022/23 and to authorise the
Directors to determine their remuneration.
7. To consider any other business of which due notice has been given.
Secretaries
Colombo
02 June 2022.
Notes:
1. The Annual Report of the Company for 2021/22 is available on the corporate website https://www.singersl.com/financial-reports and
on the Colombo Stock Exchange website - https://www.cse.lk/pages/companyprofile/companyprofile.component.html?symbol=SINI.
N0000
2. In the interest of protecting public health the Annual General Meeting of the Company will be held as a virtual meeting via an online
meeting platform. Details are given in the circular to shareholders.
3. A Shareholder is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a Shareholder of the
Company. A Form of Proxy is enclosed for this purpose. The instrument appointing a proxy must be deposited at No.400, Deans Road,
Colombo 10, Sri Lanka or must be emailed to sinindagm@secretarial.hayleys.com not less than forty eight (48) hours before the time
fixed for the Meeting.
SINGER INDUSTRIES (CEYLON) PLC
188
ANNUAL REPORT 2021/22
NOTES
SINGER INDUSTRIES (CEYLON) PLC
194
ANNUAL REPORT 2021/22
NOTES
FORM OF PROXY
SINGER INDUSTRIES (CEYLON) PLC - Company Number: PQ 104
I/We* ............................................................................................................................................................................................................
(full name of Shareholder**) NIC No./Reg. No. of Shareholder (**) ...................................................................................................of
........................................................................ being Shareholder/Shareholders* of Singer Industries (Ceylon) PLC hereby appoint:
(1) ................................................................................................................... (full name of Proxyholder**) NIC No. of Proxyholder (**)
of ................................................................................................................................................................................ or, failing him/them
(2) ABEYAKUMAR MOHAN PANDITHAGE (Chairman of the Company) of Colombo, or failing him, one of the Directors of the
Company as my/our* Proxy to attend and vote as indicated hereunder for me/us* and on my/our* behalf at the Fifty Ninth
Annual General Meeting of the Company to be held on Wednesday, 29 June 2022 and at every poll which may be taken in
consequence of the aforesaid meeting and at any adjournment thereof.
For Against
1. To consider and adopt Annual Report of the Directors and the Statement of Accounts for the
year ended 31 March 2022 with the Report of the Auditors thereon.
2. To re-elect as a Director Mr. S. C. Ganegoda, who retires by rotation at the Annual General
Meeting in terms of Article 24(4) of the Articles of Association of the Company.
3. To re-elect as a Director Mr. D. K. De Silva Wijeyeratne, who retires by rotation at the Annual
General Meeting in terms of Article 24(4) of the Articles of Association of the Company.
4. To propose the Ordinary Resolution as set out in the Notice for the re-appointment of Mr. A.M.
Pandithage, in terms of Section 211 of the Companies Act No. 07 of 2007,who retires having
attained the age of seventy one years.
5. To authorise the directors to determine donations and contributions to charities for the
ensuing year.
6. To re-appoint Messrs KPMG, Chartered Accountants as the Auditors of the Company for the
year 2022/23 and to authorise the Directors to determine their remuneration.
(***) The proxy may vote as he thinks fit on any other resolution brought before the meeting of which due notice has been given.
Name : ........................................................................................
Address : ........................................................................................
4. Please indicate with an “X” in the space provided how your Proxy is
to vote on the resolutions. If no indication is given, the Proxy in his
discretion will vote as he thinks fit. Please also delete (***) if you do
not wish your proxy to vote as he thinks fit on any other resolution
brought before the meeting.
CIRCULAR TO SHAREHOLDERS
59TH ANNUAL GENERAL MEETING OF THE COMPANY
Dear Shareholder/s,
The Board of Directors of Singer Industries (Ceylon) PLC has decided to hold the 59th Annual General
Meeting (AGM) as a virtual meeting via an online meeting platform in line with the guidelines issued by
the Colombo Stock Exchange (CSE) and in the interest of protecting public health.
The Board of Directors, Key Management Personnel, and other officials who are necessary for the
holding of the meeting will assemble together at No. 400, Deans Road, Colombo 10, and shareholders
and proxy holders are requested to join the meeting only via the online meeting platform.
Shareholders and Proxy holders who wish to participate via the online meeting platform must complete
the attached REGISTRATION FORM (Annexure 3) and e mail it to sinindagm@secretarial.hayleys.com
or hand over to Hayleys Group Services (Pvt) Ltd at No. 400, Deans Road, Colombo 10,
Sri Lanka on or before 24 June 2022 in order to e- mail the login information. The login information is
authorized only for the use by individual Shareholders, Proxy holders and authorized representatives
of Institutional Shareholders. In the case of proxies, the login information will only be shared with the
proxy holder only if the if the proxy form has been validly completed and deposited.
Shareholders may send their queries, if any, to sinindagm@secretarial.hayleys.com twenty four hours
(24) prior to the commencement of the meeting.
Voting
Voting in respect of the resolutions sought to be passed will be registered by using an online platform
or a designated ancillary online application. This method of voting will count one vote per shareholder
similar to a show of hands.
Shareholders are encouraged appoint a director as their proxy to represent them at the meeting and
may include their voting preferences on the resolutions to be taken up at the meeting in the Form of
Proxy. The Form of Proxy is attached hereto and will also be made available on the below mentioned
websites.
SINGER INDUSTRIES (CEYLON) PLC
ANNUAL REPORT 2021/22
Shareholders who wish to submit their Form of Proxy should duly complete the same as per the
instructions given therein. The duly completed Form of Proxy should be deposited with the Secretaries,
Hayleys Group Services (Pvt) Ltd, No. 400, Deans Road, Colombo 10, Sri Lanka or forwarded by email
to sinindagm@secretarial.hayleys.com in order to enable the Company to receive the same on or
before 27 June 2022.
The Annual Report and the Financial Statements of the Company are available on the following
websites and the relevant links are given below enabling all the Shareholders to access such
Annual Report and Financial Statements.
Should Members wish to obtain a printed copy of the Annual Report, they may send a written request
to the Company Secretaries by filling the request form attached herein. A copy of the Annual Report
will be forwarded by the Company within eight (8) market days from the date of receipt of the request.
1. Notice of Meeting
5. Request Form for the printed copy of the Annual Report (Annexure 4)
For any queries please contact Ms. Ranoja De Silva of Hayleys Group Services (Pvt) Ltd
on 011 2627654 during office hours.
Company Secretaries
02 June 2022
SINGER INDUSTRIES (CEYLON) PLC
ANNUAL REPORT 2021/22
NOTICE IS HEREBY GIVEN THAT THE FIFTY NINTH ANNUAL GENERAL MEETING OF
SINGER INDUSTRIES (CEYLON) PLC ON WEDNESDAY, 29 JUNE 2022 AT 11.30 A.M.
VIA ONLINE MEETING PLATFORM.
1. To consider and adopt the Annual Report of the Board of Directors and the Statement of Accounts
for the year ended 31 March 2022 with the Report of the Auditors thereon.
2. To re-elect as a Director Mr. S. C. Ganegoda, who retires by rotation at the Annual General
Meeting in terms of Article 24(4) of the Articles of Association of the Company.
3. To re-elect as a Director Mr. D. K. De Silva Wijeyeratne, who retires by rotation at the Annual
General Meeting in terms of Article 24(4) of the Articles of Association of the Company.
4. To propose the following resolution as an ordinary resolution for the re-appointment of Mr. A.M.
Pandithage, in terms of Section 211 of the Companies Act No. 07 of 2007, who retires having
attained the age of seventy one years.
Ordinary Resolution
‘That Mr. Abeyakumar Mohan Pandithage, who has attained the age of seventy one years be and
is hereby re-appointed a Director for a further period of one year and it is hereby declared that the
age limit of seventy years referred to in Section 210 of the Companies Act No. 07 of 2007 shall not
apply to the appointment of the said Director’.
5. To authorise the directors to determine donations and contributions to charities for the ensuing year.
6. To re-appoint Messrs KPMG, Chartered Accountants as the Auditors of the Company for the year
2022/23 and to authorise the Directors to determine their remuneration.
7. To consider any other business of which due notice has been given.
Colombo
02 June 2022.
Notes:
1. The Annual Report of the Company for 2021/22 is available on the corporate website https://www.singersl.com/financial-
reports and on the Colombo Stock Exchange website - https://www.cse.lk/pages/companyprofile/companyprofile.component.
html?symbol=SINI.N0000
2. In the interest of protecting public health the Annual General Meeting of the Company will be held as a virtual meeting via an
online meeting platform. Details are given in the circular to shareholders.
3. A Shareholder is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a Shareholder of the
Company. A Form of Proxy is enclosed for this purpose. The instrument appointing a proxy must be deposited at No.400, Deans
Road, Colombo 10, Sri Lanka or must be emailed to sinindagm@secretarial.hayleys.com not less than forty eight (48) hours
before the time fixed for the Meeting.
SINGER INDUSTRIES (CEYLON) PLC Annexure 01
ANNUAL REPORT 2021/22
FORM OF PROXY
SINGER INDUSTRIES (CEYLON) PLC
Company Number: PQ 104
I/We* ......................................................................................................................................................................................
(full name of Shareholder**) NIC No./Reg. No. of Shareholder (**) .............................................................................of
................................................. being Shareholder/Shareholders* of Singer Industries (Ceylon) PLC hereby appoint:
(1) ............................................................................................(full name of Proxyholder**) NIC No. of Proxyholder (**)
of .......................................................................................................................................................... or, failing him/them
(2) ABEYAKUMAR MOHAN PANDITHAGE (Chairman of the Company) of Colombo, or failing him, one of the
Directors of the Company as my/our* Proxy to attend and vote as indicated hereunder for me/us* and on my/
our* behalf at the Fifty Ninth Annual General Meeting of the Company to be held on Wednesday, 29 June 2022
and at every poll which may be taken in consequence of the aforesaid meeting and at any adjournment thereof.
For Against
1. To consider and adopt Annual Report of the Directors and the Statement of Accounts for
the year ended 31 March 2022 with the Report of the Auditors thereon.
2. To re-elect as a Director Mr. S. C. Ganegoda, who retires by rotation at the Annual General
Meeting in terms of Article 24(4) of the Articles of Association of the Company.
3. To re-elect as a Director Mr. D. K. De Silva Wijeyeratne, who retires by rotation at the Annual
General Meeting in terms of Article 24(4) of the Articles of Association of the Company.
4. To propose the Ordinary Resolution as set out in the Notice for the re-appointment of
Mr. A.M. Pandithage, in terms of Section 211 of the Companies Act No. 07 of 2007,who
retires having attained the age of seventy one years.
5. To authorise the directors to determine donations and contributions to charities
for the ensuing year.
6. To re-appoint Messrs KPMG, Chartered Accountants as the Auditors of the Company for the
year 2022/23 and to authorise the Directors to determine their remuneration.
(***) The proxy may vote as he thinks fit on any other resolution brought before the meeting of which due notice
has been given.
Name : ........................................................................................
Address : ........................................................................................
INSTRUCTIONS AS TO COMPLETION:
2. In perfecting the Form of Proxy, please ensure that all requested details are
filled in legibly including mandatory details. Kindly sign and fill in the date of
signing.
3. If you wish to appoint a person other than the Chairman of the Company (or
failing him, one of the Directors) as your Proxy, please insert the relevant details
at (1) overleaf. The Proxy need not be a Member of the Company.
4. Please indicate with an “X” in the space provided how your Proxy is to vote on
the resolutions. If no indication is given, the Proxy in his discretion will vote as
he thinks fit. Please also delete (***) if you do not wish your proxy to vote as he
thinks fit on any other resolution brought before the meeting.
6. Where the Form of Proxy is signed under a Power of Attorney (POA) which
has not been registered with the Company, the original POA together with a
photocopy of same or a copy certified by a Notary Public must be lodged with
the Company along with the Form of Proxy.
7. In case of Marginal Trading Accounts (slash accounts), the Form of Proxy should
be signed by the respective authorized Fund Manager/Banker with whom the
account is maintained.
SINGER INDUSTRIES (CEYLON) PLC Annexure 02
ANNUAL REPORT 2021/22
REGISTRATION FORM
...............................................................................................................................................................................
Email :....................................................................................................................................................................
In the event Proxy holder is appointed by the Shareholder following details of his/her’s will also be required.
Email :....................................................................................................................................................................
Date :…………………......................
Note:
In the case of a Company/Corporation, the Shareholder Registration Form must be signed in the manner prescribed by
its Articles of Association or by a duly authorized Director. Where the Registration Form is by an Attorney, a copy of the
Power of Attorney must be deposited at No. 400, Deans Road, Colombo 10, Sri Lanka or
emailed to sinindagm@secretarial.hayleys.com.
SINGER INDUSTRIES (CEYLON) PLC Annexure 03
ANNUAL REPORT 2021/22
2. The duly completed REGISTRATION FORM must be delivered to the Secretaries, Hayleys Group
Services (Pvt) Ltd, No. 400, Deans Road, Colombo 10, Sri Lanka or e-mailed to
sinindagm@secretarial.hayleys.com on or before 24 June 2022.
3. The Company will verify the identification details given by the shareholder with the Register of
Shareholders of the Company, and will accept the Registration Forms only upon being satisfied
with the accuracy of the details given therein.
4. Upon acceptance of the Registration Form, the shareholder will be registered and will receive an e
mail confirmation. Registered Shareholders will receive the meeting link and user credentials at
least 24 hours before the commencement of the AGM together with a step by step user guide.
6. Where a shareholder appoints a proxy, the duly completed Proxy Form must be attached to the
Registration Form and the details given in both forms should tally. If there is any discrepancy the
link will not be sent to a proxy holder.
7. Shareholders should download the Microsoft Teams App (the Online Meeting App) to his/her
phone or tablet. If the participation is via desktop/laptop computer, the meeting link could also be
opened through a web browser.
8. Shareholders encountering any difficulty in connecting to the meeting, could contact the
IT Support hotline number 0774195935 or 0772081950 for any assistance required.
9. The Online Meeting Platform will be active Fifteen (15) minutes before the start of the AGM.
Please join the meeting at least ten (10) minutes before the start of the AGM.
12. Enter the Username and Password ( credentials sent by the Company via e mail)
14. Once the virtual AGM has commenced, Shareholders may use the “Q&A Form” in the chat box to
direct any questions/concerns to the Board of Directors as and when called upon to do so.
15. For each item in the Agenda a separate link to the MS Forms will be sent for voting purposes.
When each resolution is taken up for voting by the Chairman. shareholders must open the link to
the MS Forms to mark their preference. Thereafter use the relevant option and click the “submit”
icon enabling the Company to receive the responses.
16. When declaring the position of a resolution, the Chairman shall take into account that the voting of
shareholders are similar to a show of hands, one vote per shareholder.
17. In a situation where Shareholders’ voting is required for a poll, the same mechanism will be
applicable. This will be moderated by the Chair of the meeting.
18. It is advised to check the online AGM access at least a day prior and also ensure that your devices
have an audible sound system so that you could be a part of the AGM comfortably.
Kindly note that after the AGM has commenced the online support will not be available.
SINGER INDUSTRIES (CEYLON) PLC Annexure 04
ANNUAL REPORT 2021/22
……………………………………....................…
Signature
Corporate Shareholders - Form should be signed by duly authorised person under the common seal.
Joint Shareholders - Form may be signed by the principal Shareholder.
Address
Contact No.