Singer Annual Report 2011

No one could have orchestrated this journey better.
One of the oldest and most successful brands

in the world, Singer began life more than a century and
a half agowith a sewing machine.
Today, we are a retailing company, consumer durable
marketing a high-tech range of productsand
sewing machines too!
07
22
15 Directors Report
28 Corporate Social
Responsibility
Its the Singer
not the Song
A common
interpretation of this
phrase implies that a song,
as beautiful as it may
be, is only as good as its
rendition. The analogy is
apt and fnds resonance
with the Singer. In
application of the analogy,
the Singer portfolio, or
songbook is one of great
quality and features their
products as well as those
of many of the worlds
top brands. It is the
Singer business-scape
that delivers a stunning
performance, doing
justice to the excellence
of these products and
placing them before a
discerning public.
Just as a good singer
does wonders for a good
songso too does Singer
Bangladesh Limited, in
respect of a blue chip portfolio.
Contents
34
05
29
04 Financial
Highlights
08 Chairmans
Review
10 Board of
Directors
12 Senior
Management
Team
26 Human
Resources
31 Financial Review
36 Corporate
Governance
39 Risk
Management
45 Financial Reports
Singer Bangladesh Limited
39, Dilkusha Commercial Area
Dhaka-1000
Bangladesh
www.singerbd.com
Strong brand image and
easy installment will keep
us going smooth
24 CEOs Review
Strong sense of being
Good Corporate Citizen
makes us the most
respectable company
in the country
42 Remuneration
Committee
43 Audit Committee
76 Statement of
Value Added
We proved our capacity in doing
business both in even and odds
Our Vision
Our Mission
Our Values
Our Objectives
To be the most admired and respected
family company in the country.
Our mission is o improve the quality of life of
people by providing comforts and conveniences at affordable prices.
Consumers
We live up to the expectations of a responsible organisation by contributing to
the improvement in the quality of life of our customers through outstanding
product & services.
Employees
We respect each other as individuals and encourage cross functional teamwork
while providing opportunities for career development.
Shareholders
We provide a reasonable return to our shareholders while safeguarding their
investment.
Suppliers
We develop our suppliers to be partners in progress and share our growth with
them.
Competitors
We respect our competitors and recognise their contribution to market value.
Community
We conduct our business by conforming to the ethics of our country and share
the social responsibility of the less fortunate
To be the market leader in our product range and market segment.
Provide our consumers with the best service & shopping experience in the country.
Provide our consumers with products of latest technology.
Develop our employees to achieve their real potential.
Provide our shareholders with steady asset growth and return on investment
above the industry norm.
Grow our revenue and profits at a rate above the industry norm.
Revenue Increased by Sales Stores To Government

%
13.1
30 nos Tk. 2,012.83 million
01 Company at a Glance
Financial Highlights
2011 2010 2009 2008 2007
Taka Taka Taka Taka Taka
Million Million Million Million Million
Turnover 5,461.23
Operating Profit before Interest & Tax 503.03 498.17 414.29 357.48 257.57
Profit before Tax 526.70 2,267.33 479.84 242.80 139.22
Profit after Tax 399.60 1,973.76 396.79 180.00 101.82
Paid up Capital 392.68 224.39 224.39 224.39 166.21
Revenue Reserve 1,528.48 2,623.51 717.07 522.22 161.23
Revaluation Reserve 259.02 274.06 120.81 120.81 26.98
Capital Reserve 18.56 18.56 18.56 18.56 18.19
Shareholders' Equity 2,198.74 3,140.52 1,080.83 885.98 372.61
Property, Plant & Equipment 656.77 655.89 472.46 483.49 327.07
Investments 1.57 4.42 328.58 345.13 84.76
Non-current Assets (Except PPE & Investments) 0.00 0.00 0.00 0.00 7.69
Net Current Assets 2,215.16 2,884.54 714.34 502.20 347.53
Gross Dividends 117.80 1,514.61 201.95 67.32 58.17
Dividend per share (Taka) 3.00 67.50 9.00 3.00 3.50
Earnings per Share (Taka) 10.18 87.98 17.68 8.02 6.13
Price Earning Ratio (Times) 28.24 8.15 15.79 24.71 31.02
Net Asset per Share (Taka) 55.99 139.96 48.17 39.48 22.42
Market Value per Share at year end (Taka) 287.40 716.90 279.20 198.23 190.00
Net Income to Net Turnover (%) 7.32 40.87 9.04 4.06 2.86
Return on Average Net Assets (%) 13.91 55.68 26.18 13.53 13.27
Debt Equity Ratio (%) 37.74 19.57 70.38 198.78 430.14
Interest Cover N/A N/A 4.81 2.55 1.97
Current Ratio 3.75 6.02 2.06 1.30 1.23
Acid Ratio 2.02 4.27 0.96 0.55 0.51
Number of Shareholders 11,623 8,518 4,257 5,973 5,095
Number of Employees 926 799 756 736 681
4,829.02 4,391.26 4,436.13 3,556.41
Singer Staff Sales Stores Customer Base

926
315

Over million

Revenue
2010
4,829.02 million
2011
5,461.23 million
Profit for the Year
2010
1,973.76 million
2011
399.60 million
Profit before Tax
2010
2,267.33 million
2011
526.70 million
Households
HITTING THE
HIGH NOTES ...
Over the years, Singer helped more
and more people move up the scale,
bringing products of quality within
the reach of countless through
a wide range of easy payment
schemes.

2
6 Singer Bangladesh Limited Annual Report 2011
Corporate Directory
Board of Directors
Chairman
Mahbub Jamil
Managing Director
A. M. Hamim Rahmatullah
Director
Akhtar Imam
C. K. Hyder
Gavin J. Walker
Sajidur Rahman Khan
Gelmart M. Gellecanao
Mohammad Sanaullah
Akram Uddin Ahmed
Company Secretary
Mohammad Sanaullah
Audit Committee
C. K. Hyder (Chairman)
Akhtar Imam
Gelmart M. Gellecanao
Remuneration Committee
C. K. Hyder (Chairman)
Akhtar Imam
Gavin J. Walker
Nomination Committee
Gavin J. Walker (Chairman)
Akhtar Imam
C. K. Hyder
Management Committee
A. M. Hamim Rahmatullah (Chairman)
Sajidur Rahman Khan
Mohammad Sanaullah
Akram Uddin Ahmed
Tanyeem Quarrar
Mokbulla Huda Chowdhury
Kazi Rafiqul Islam
M. M. Ferdous
Md. Ashgar Hossain
Abu Zafor Md. Kibria
Mokbul Ahmed (Member Secretary)
Chief Financial Officer
Akram Uddin Ahmed
Head of Internal Audit
Abu Zafor Md. Kibria
Auditors
Rahman Rahman Huq
Chartered Accountants
Legal Adviser
A. Imam and Associates
Baristers & Advocates
Bankers
Citibank N.A.
Trust Bank Ltd.
Pubali Bank Ltd.
Dhaka Bank Ltd.
Bank Alfalah Ltd.
Eastern Bank Ltd.
The City Bank Ltd.
Mutual Trust Bank Ltd.
Commercial Bank of Ceylon Plc.
Standard Chartered Bank
Registered Office
39 Dilkusha Commercial Area
Dhaka-1000
Corporate Office
5B, Road No. -126
Gulshan-1, Dhaka-1212
Audit and Wholesale Office
Wahab Complex, 55 Zoar Sahara
Nikunja-2, Dhaka-1219
Singer Manufacturing Complex (SMC)
Rajfulbaria, Jhamur, Savar, Dhaka-1340
Singer Reaches Most of the Parts
of Bangladesh ........ and this is the
Power of the Singer Brand
Nilphamari
Pabna
Patuakhali
Pirojpur
Rajbari
Rajshahi
Rangpur
Satkhira
Shirajgonj
Thakurgaon
Bagerhat
Barisal
Bhola
Bogra
Borguna
Chapainawabgonj
Chuadanga
Dinajpur
Faridpur
Gaibandha
Gopalgonj
Jhalokhati
Jessore
Jhinaidah
Joypurhat
Khulna
Kushtia
Madaripur
Magura
Manikgonj
Meherpur
Naogaon
Narail
Natore
Noakhali
Shariatpur
Sherpur
Sunamgonj
Sylhet
Tangail
Bandarban
Rangamati
Chittagong
Brahmanbaria
Chandpur
Comilla
Cox's Bazar
Dhaka
Feni
Gazipur
Habiganj
Jamalpur
Khagrachari
Kishoregonj
Kurigram
Lalmonirhat
Laxmipur
Moulavi Bazar
Munshigang
Mymensingh
Narayanganj
Narshingdi
Netrokona
2
2
2
8 4
3
12
3
2
3
3
5
8
6
4
2
1
1
1
3
1
4
1
6 3
1
2
6 4
1
3 1
1
1
1
2
6
6
6
1
32
1
1
1
2
7
7
8
57
3 5
13
7
3
5
9
2
1
8
2
5
1
2
2
Chairmans Message 02
DEAR SHAREHOLDERS,
It is my pleasure and privilege to place
before you the Annual Report along with
the audited financial statements of the
company and the Auditor's Report thereon
for the year 2011.
BUSINESS CONDITION
The ongoing global economic challenges
and the significant currency devaluation
continued to impact the economy in 2011.
Consequential effects like inflation and
higher interest rates also weighed on the
purchasing power of consumers. Despite
these issues, Singer Bangladesh was able to
achieve its revenue targets.
Our key strengths, being our Singer
brand, our nationwide distribution network,
our ability to offer hire purchase and most
importantly our Singer staff, will continue
to enable us to produce strong results
going forward.
PERFORMANCE
?Sales Turnover recorded Tk. 5,461
million, i.e. increase of 13.1 % over 2010.
?Operating profit increased by 1%
compared to last year.
?Retail Sales network further extended
by inclusion of new 30 Singer Plus
Stores.
?Earnings per Share Tk. 10.18
?Credit Rating Company (ECRL), rated
Singer Bangladesh Limited AA+ in the
long term and ECRL-1 in the short term
along with a stable outlook.
EQUITY AND SHARES
During the year, there was an up and down
movement in our share price, the highest
share value was Tk 840 and the lowest was
Tk 209.
DIVIDEND
Based on the performance of the Company,
the Board of Directors is pleased to
recommend a dividend of Tk. 3 per share (30%)
for the year 2011.
Your Company has also retained sufficient
profits for expansion and growth of the
business.
SINGER INVESTORS RELATIONS EVENT
In 2011 Singer Bangladesh Limited arranged an
Investors Relations Event press conference
presenting to institutional Investors the results
for third quarter. As a leading corporate house
and a listed company, Singer is trying to
establish the best Investor Relations practices
through effective communication with its
Investors and other stakeholders
AWARDS AND RECOGNITION
During the year we received the following
awards and recognitions of our success:
?Annual Report for 2010 won the Merit
Award from the ICAB National Awards in
the manufacturing Sector for best
published accounts and reports.
?Singer Bangladesh Limited was adjudged
D & B Corporate Award 2010 for its
business performance in 2010.
These awards and recognitions are ample
testimony to our commitment to transparency
and disclosure.
CONCLUSION
Further, I would like to thank our
employees around the country for their
dedication and commitment to the company
over the past years and as we look towards
the future. And finally, I would like to
acknowledge the Singer shareholders for
supporting and believing in our management
team as we continue on our path of
sustainable and profitable growth.
Mahbub Jamil
Chairman
March 21, 2012
Dhaka
Strong brand image and
easy installment will
keep us going smooth
Sales Turnover
recorded
Tk. 5,461 million,
increase of
13.1 %
over 2010.
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03 Board of Directors
Mahbub Jamil
A.M. Hamim Rahmatullah
Akhtar Imam
q
Chairman (Non Executive)
Joined the Board of Singer Bangladesh Limited
in September 1984.
Served as Managing Director of Singer
Bangladesh Limited for more than 24 years.
Has been serving as Chairman since October 4,
1987.
Former Vice President, Singer Asia and
Retail Holdings N.V.
Joined the Board of the International
Leasing and Financial Services Limited (ILFSL)
on March 5, 1996 and elected Chairman of
ILFSL on June 21, 2000. He is also the
Chairman of ICE Technologies and ICE Retail
Initiative Limited and Director of IL Capital
Limited. He is also Advisor to the Board of Robi
Axiata Limited.
Served as Special Assistant to the Chief
Adviser of the Caretaker Government of
Bangladesh in 2008, as a Cabinet Minister. He
was in charge of Ministry of Industries,
Ministry of Civil Aviation & Tourism and
Ministry of Youth & Sports. Presently Mr. Jamil
is the Board Member of International Chamber
of Commerce Bangladesh, Member of the
Trustee Board of Bishwa Sahittaya Kendro
(World Literature Center) and Member of the
Academic Council, BRAC University.
Former Director of Micro Industries
Development Assistance Services (MIDAS),
President of the Foreign Investors Chamber of
Commerce and industry, Committee Member
of Bangladesh Employers Federation. Founder
member of American Chamber of Commerce.
Mr. Jamil received Sir Jagadis Chandra Bose
Gold Medal in 1984 for Business Management
and in 1995 Bangladesh Education
Management Trust gold Medal for
Management Excellence. Received the
Industry Southeast Bank Award for
Management Excellence.
q
Managing Director & CEO
on August 1, 2004.
Mr. A. M. Hamim Rahmatullah has been
appointed as the Managing Director of Singer
Bangladesh Limited on February 1, 2009. In
July 10, 2009, he was appointed as the Vice
President of Singer Asia Limited. Prior to that,
he served as Director and Chief Operating
Officer of Singer Bangladesh Limited. Mr.
Hamim was the immediate past President of
Foreign Investors Chambers of Commerce &
Industry (FICCI) and has also been nominated
as a Commercially Important Person (CIP) by
the Government of Bangladesh. He has an
MBA specialized in Marketing from the
Institute of Business Administration (IBA),
University of Dhaka. He started his
professional career in 1985 with Philips
Bangladesh Limited in their Consumer
Electronic Division and joined Singer
Bangladesh Limited in 1988. Mr. Hamim has
been with the Company for over 23 years.
q
Director
on January 14, 1997.
Chairman, Marie Stopes Clinic Society,
Marie Stopes Bangladesh; Former President
of Barristers Association of Bangladesh;
Mr. Khan is the Director and Chief
Operating Officer of Singer Bangladesh
Limited. Prior to his new assignment he served
as Marketing Director. He has been with the
Company for the last 38 years and held many
key positions in Singer Bangladesh Limited.
q
Director
on October 21, 2010.
Mr. Gellecanao is the Vice President and
Head of Credit of Singer Asia Limited and
appointed to this position in January 2009. He
is also responsible for the overall planning and
risk management for the Internal Audit
Department. He joined the old Singer in May
1994 as an International Auditor and was
responsible for the audits of various Singer
companies and affiliates in Americas, Europe,
Asia, Australia and Africa. He has also worked
as Controller in a number of Singer locations
and has conducted several due diligence
reviews for the Company. Prior to this, Mr.
Gellecanao spent 10 years at member firm of
Ernst & Young in the Philippines. He is a
Certified Public Accountant and a Certified
Internal Auditor. He has been with the
company and old Singer for over 17 years.
q
Director
Mr. Sanaullah is the Corporate Affairs
Director and Company Secretary of Singer
Bangladesh Limited, with over 26 years
exposures in business and corporate
management.
Current President, Institute of Chartered
Secretaries of Bangladesh (ICSB). Director,
Bangladesh Institute of Capital Market (BICM).
Executive Member, Intellectual Property
Association of Bangladesh (IPAB).
Fellow and Founder Member of the
Institute of Chartered Secretaries of
Bangladesh (ICSB), Fellow of the Institute of
Personnel Management Bangladesh and
Member of the Institute of Internal Auditors,
USA.
Holds B. Com (Hons), M. Com in
Accounting from University of Dhaka. MBA in
Marketing and Post Graduate Diploma in
Personnel Management.
q
Director
Mr. Akram is the Chief Financial Officer of
Singer Bangladesh Limited. He joined Singer
Bangladesh in 2002 and since then he has held
several senior management positions.
He is a fellow member of the Institute of
Chartered Accountants of Bangladesh (ICAB).
He started his professional career as a public
accountant with various Audit and accounting
firms including representative of former
Arthur Andersen Worldwide, SC. Throughout
his 18 years professional career, he has
performed in different roles, in some
occasions as an Auditor, in other as a
Consultant and sometimes as a trainer.
Gelmart Gellecanao
Mohammad Sanaullah
Akram Uddin Ahmed
Former President, Rotary Club of Dhaka New
City; Former President, Lincoln's Inn Students
Union, 1969-70; Lecturer, LL. M. (Master of
Laws) Course in The University of Dhaka for a
number of years and general law subjects in
various Colleges and Institutes in London; B. A.
(Hons) & M. A. in English Literature; LL.B.
Barrister-at-law (Hon'ble Society of Lincoln's
Inn, London), LL.M (Kings College, University
of London).
q
Director
on the March 31st 1998.
Mr. Hyder served the Metropolitan
Chamber of Commerce and Industry, Dhaka
(MCCI) and Bangladesh Employers' Federation
(BEF) for more than 44 years as the Secretary-
General. Till 31st December 2011 he was the
Adviser to the Committee (Board) of the MCCI
and BEF, with the status of a member of the
Committee.
With his long experience on trade and
employment related issues, Mr. Hyder was
represented on many advisory/
implementation committees of the
Government relating to trade and commerce
and industrial relations. He was a Member of
successive Pay and Service Commissions and
Wages and Productivity Commissions of the
Government of Bangladesh.
Mr. Hyder holds postgraduate degrees in
Commerce and Law. He also obtained
postgraduate diplomas from several
renowned institutions like London School of
Economics, Harvard Business School,
Australian Graduate School of Management,
International Institute for Labour Studies. Mr.
Hyder represented the Bangladesh Employers
in over 22 annual conferences of the
International Labour Organization (ILO) and
headed several Technical Committees of the
same.
q
Director
Mr. Walker is the President and Chief
Executive Officer of Singer Asia Limited and
was appointed to this position in August 2005.
Prior to that Mr. Walker held offices as
Managing Director and Chief Executive Officer
of public quoted and private companies in the
United Kingdom and South Africa.
Mr. Walker, served as Chief Executive Officer
of a multi-brand retailer of electrical appliances
and furniture with operations in 16 African
countries and Australia (including SINGER brand
electrical appliances under licence).
Mr. Walker also serves as a Director of
Singer Corporation Limited, Singer Asia
Sourcing Limited, Btindia Limited, Singer India
Limited, Zortmay Investments (Pty) Limited,
Dresden Property Investments (Pty) Limited,
Singer Pakistan Limited, Singer (Sri Lanka) PLC,
Singer Industries (Ceylon) PLC, Regnis (Lanka)
PLC, Reality Lanka Limited, Singer Finance
(Lanka) PLC and Singer Thailand PCL.
q
Director
on August 20, 2009.
C. K. Hyder
Gavin J. Walker
Sajidur Rahman Khan
04 Senior Management Team
Mokbul Ahmed Mokbulla Huda Chowdhury
Tanyeem Quarrar Kazi Rafiqul Islam
M. M. Ferdous Md. Ashgar Hossain Abu Zafor Md. Kibria
04 Management Team
Ahmed Muztaba
Sushil Ch. Sutradhar
Monzur Murshed
Abrarur Rahman
Md. Anisur Rahman A. F. M. Zahid
Md. Nurul Kabir
Md. Samiul Islam
R. E. Dias Joyanta Kumar Roy Md. Mashiur Rahman
04 Management Team
Salim Ahmed Md. Syduzzaman
Raziur Rahman Md. Rafiqul Hassan G. N. B. Choudhury
Gour Chandra Ghosh Masud Habib Kazi Ashiqur Rahman
Tanvirul Islam Khan M. Shihab Uddin Bhuiyan M. Ismail Hossain
The Directors have the
pleasure in presenting to
the members their Report
together with the audited
financial statements of
the Company for the year
ended December 31, 2011.
This report has been
prepared in compliance
with section 184 of the
Companies Act 1994 and
Securities and Exchange
Commission Order No.
SEC/CMRRCD/2006-
158/Admin/02-08 dated
February 20, 2006.

The principal activities of
the Company continued
to be manufacturing and
marketing of consumer
electronic products,
motor cycles and
domestic and electric
power cables. Besides
these the Company
carried out marketing of
refrigerator & freezer, air-
conditioners, computer
and instant power supply
and kitchen appliances
and other allied products.
Principal Activitiesq
Review of Business
Property, Plant and Equipment
Market Value of Freehold Properties
Directors' Responsibilities for Financial
Statements
Corporate and Financial Reporting Framework

The Chairman's Message on page 8 and the Chief
Executive Officers Review on pages 24 and 25
state the Company's affairs and highlight
important events that occurred during the year.
The Financial Review on pages 31 to 33 elaborates
the financial results of the Company. These
reports form an integral part of the Directors'
Report.

During the year under review, the Company
invested a sum of Tk 61.75 million in property,
plant and equipment. Movement in property,
plant and equipment during the year is disclosed
under note 3 and annexure -I of the financial
statements.

All freehold land and buildings of the Company is
revalued by an Independent Valuer and were
reflected in the accounts. Total appreciation in
value has been credited to Revaluation Reserve
after providing for withholding tax as required by
IFRS.
The most recent valuation was carried out as
on December 31, 2010. The details of the valuation
are given in Note 12.3 to the Financial Statements
on page 61 of this report.
The Statement of the Directors' Responsibilities
for financial statements is given on page 44 of this
report.
In accordance with the Securities and Exchange
Commission's Notification No. SEC/CMRRCD/2006-
158/Admin/02-08 dated February 20, 2006, the
Directors are pleased to confirm the following:
(a) The financial statements together with the
notes thereon have been drawn up in
conformity with the Companies Act 1994 and
Securities and Exchange Rules 1987. These
statements present fairly the Company's
state of affairs, the results of its operations,
cash flow and changes in equity.
(b) Proper books of accounts of the Company
have been maintained.
(c) Appropriate accounting policies have been
consistently applied in preparation of the
financial statements and the accounting
estimates are based on reasonable and
prudent judgment.
(d) The International Accounting Standards, as
applicable in Bangladesh, have been followed
in the preparation of the financial
q
q
q
q
q
statements.
(e) The systems of internal controls are sound
and have been implemented and monitored
effectively.
(f) There are no significant doubts about the
Company's ability to continue as a going
concern.
(g) The significant deviations from last year in
the operating results of the Company have
been highlighted in the report and reasons
thereof have been explained.
(h) The key operating and financial data for the
last five years are annexed.
(i) The pattern of shareholding is provided on
page 78.

Singer Bangladesh Limited adheres to appropriate
good Corporate Governance principles, as
described on pages 19 and 21.
The Company has also complied with all the
requirements of Corporate Governance as
required by the Securities and Exchange
Commission. Accordingly, Corporate Governance
Compliance Report is shown in annexure I of this
report.

The Directors are pleased to report the financial
results for the year 2011 and recommend the
following appropriations:
Taka in '000
2011 2010
Profit before taxation 526,702 2,267,333
Less: Provision for tax 127,105 293,572
Profit after tax 399,597 1,973,761
Add: Un-appropriated
profit brought forward 1,108,673 647,439
Prior year's adjustment 19,981 2,080
Profit available
for distribution 1,528,251 2,623,280
Less: Appropriations
Dividend 117,803 1,514,607
Total Appropriation 117,803 1,514,607
Un-appropriated profit C/F 1,410,448 1,108,673
During the year under review, your Company paid
Taka 2,012.83 million to the national exchequer in
the form of corporate income tax, customs duties
and value added tax.
The Board of Directors is pleased to recommends
dividend @30% for the year 2011.
Corporate Governance Compliance Report
Financial Results and Appropriations:
Contribution to the National Exchequer
Dividend
q
q
q
q
Director's Report 05
Reserves
Events subsequent to
Balance Sheet
Statutory Payments
Share Information and
Substantial
Shareholdings
Directors
q
q
q
q
q
The total Reserves of the
Company stood at Tk.
277.82 million, details of
which are given in Notes
12 and in the Statement of
Changes in Equity in the
Financial Statements.
No events have occurred
since the balance sheet
date, which would require
adjustment or disclosure
in the financial
statements.
The Directors, to the best
of their knowledge and
belief, are satisfied that all
statutory payments in
relation to employees and
the Government have
been made up to date.
The distribution of
shareholding, market
value of shares, twenty
largest shareholders and
record of scrip issues are
given on pages 78 and 79
of this report.
Earnings per share,
dividend per share and net
assets per share are
shown in the financial
highlights section on page
4 of the annual report.
Name of the Directors of
the company and their
biographical details are
shown on pages 10 and 11.
During the year under
review Mr. Tobias Brown
and Mr. Peter James
O'Donnell, members of
the Board had resigned
from the Board for unable
to attend meetings.
Recommendations for Re-election
Donations
Board Meetings and Attendance
Appointment of Auditors
Human Resources
Going Concern
q
q
q
q
q
q
As per Article 81 of the Articles of Association of
the Company, Mr. Gavin J. Walker, Mr. Sajidur
Rahman Khan and Mr. Akhtar Imam retire by
rotation as Directors at the upcoming Annual
General Meeting and being eligible offer
themselves for re-appointment.
The Board recommends their re-appointment.
Shareholdings of Directors at the beginning of the
year and at the end of the year 2011 are shown in
annexure II of this report.
During the year, the Company donated Taka 1.53
million to some Government approved charities
such as Fareea Lara Foundation as part of CSR
program.

During the year, 9 Board meetings were held. The
attendance record of the Directors is shown in
annexure III of this report. The Directors who
could not attend the meetings were granted leave
of absence.

As per section 210 of the Companies Act 1994, the
Company's statutory Auditors Messrs. Rahman
Rahman Huq, Chartered Accountants retires at
the 32nd Annual General Meeting as auditors of
the Company.
Pursuant to Securities and Exchange
Commission (SEC) order no SEC/CMRRCD/2009-
193/104/Admin dated July 27, 2011 the retiring
Auditors are not eligible for reappointment as
Statutory Auditors.
The Audit Committee recommended to
appoint Messer's S F Ahmed & Co., Chartered
Accountants as the auditors of the Company for
the year 2012 at a fee of Taka 250,000 plus VAT.
The Directors endorsed recommendation of
the Audit Committee for the re-appointment of
Messer's S F Ahmed & Co., Chartered Accountants
as the auditors of the Company for the year 2012
at a fee of Taka 250,000 plus VAT.
The main strength of Singer's success is its Human
Resources. As a part of commitment to have a
well trained work force, the Company has given
more stress to develop management skills to suit
today's business environment. Various training
programs and workshops were carried out during
the year.
Industrial relations, an important ingredient
to productivity was also excellent throughout the
year.
The Board of Directors has reviewed the
Company's business plan and is satisfied that the
Company has adequate resources to continue its
operations in the foreseeable future. Accordingly
the Financial Statements are prepared based on
the going concern concept.
The Company was not engaged in any activities
contravening the laws and regulations. All those
responsible for ensuring compliance with the
provisions in various laws and regulations did so
within the stipulated time.
To the best of Board's knowledge, the Company
was not engaged in any activity which is harmful
to the environment.
The Company wishes to express its sincere
appreciation to all employees of Singer
Bangladesh Limited for their contribution and at
the same time thank all the stakeholders for their
continued support and confidence.
Approved by the Board of Directors and signed on
its behalf
Managing Director
Mohammad Sanaullah
Director & Company Secretary
Dhaka, March 7, 2012
Compliance with Laws and Regulations
Environmental Protection
Conclusion
q
q
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Annexure-I
Status of compliance with the conditions imposed by the Commission's Notification No. SEC/CMRRCD/2006-158/Admin/02-08
th
dated 20 February 2006 issued under section 2CC of Securities and Exchange Ordinance 1969:
1.1
1.2(i)
1.2(ii)
1.3
1.4(a)
1.4(b)
1.4(c)
1.4(d)
1.4(e)
1.4(f)
1.4(g)
1.4(h)
1.4(i)
1.4(j)
1.4(k)
2.1
2.2
3.00
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Condition
No Title Compliance status
Explanation for
non-compliance
with the condition
Boards Size
(number of Directors - minimum 5 and maximum 20)
Independent Directors (at least one tenth of Directors
should be Independent Directors)
Independent Directors Appointment
(should be appointed by the elected Directors)
Chairman & Chief Executive Officer
(preferably be different)
Directors Report on Financial Statements
(fairness of financial statements)
Books of Accounts
(maintenance of proper books of accounts)
Accounting Policies (application of appropriate
accounting policies & estimates)
IAS Applicable in Bangladesh
(application & adequate disclosure for any departure)
System of Internal Control
(efficiency of internal control system)
Going Concern (ability to continue as a going concern)
Deviations in Operating Results (highlighting
significant deviations from last year in operating result)
Key Operating and Financial Data (summarized
financial data of at least preceding three years)
Declaration of Dividend
Number of Board Meetings (no. of Board Meetings
held and attendance by each director)
Pattern of Shareholding
(disclosing aggregate number of shares)
Appointment of CFO, HIA & CS and defining
their roles, responsibilities & duties
Board Meeting Attendance
(CFO & CS should attend except agenda relating to them)
Audit Committee
(should have an audit committee as a
sub-committee of the Board of Directors)
3.1(i)
3.1(ii)
3.1(iii)
3.2(i)
3.2(ii)
3.3.1(i)
3.3.1(ii)(a)
3.3.1(ii)(b
3.3.1(ii)(c)
3.3.1(ii)(d
3.3.2
3.4
4.00(I)
4.00(ii)
4.00(iii)
4.00(iv)
4.00(v)
4.00(vi)
4.00(vii)
Complied
Complied
Complied
Complied
Complied
Complied
Not Applicable
Complied
Not Applicable
Not Applicable
Not Applicable
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Condition
No Title Compliance status
Explanation for
non-compliance
with the condition
Composition of Audit Committee
(should be composed of at least three members)
Audit Committee Members Appointment
(members should nominate by the Board with at
least one Independent Director)
Terms of Service of Audit Committee
(Board to ensure continuity of minimum
prescribed number of members)
Chairman of Audit Committee
(Board to select Chairman from Audit Committee)
Audit Committee Chairmans Qualification
(professional qualification and experience of the Chairman)
Reporting to the Board of Directors
Report of Conflict of Interest
Defect in the Internal Control System to the Board of Directors
Suspected Infringement of Laws to the Board of Directors
Any Other Matter (out of the above, a:c)
Reporting to the Authorities-SEC
(if any material impact on the financial condition & results of
operation, unreasonably ignored by the management)
Reporting to the Shareholders (disclosure of activities of the
audit committee in the annual report.
Appraisal or Valuation Services
(none by the external/statutory auditor)
Financial Information System
Book Keeping or Other Services
Broker-dealer Services
Actuarial Services
Internal Audit Services
Any other Services
The pattern of shareholding
Name of Shareholders
Mr. Mahbub Jamil
Mr. A. M. Hamim Rahmatullah
Mr. Akhtar Imam
Mr. C. K. Hyder
Mr. Sajidur Rahman Khan
Mr. Mohammad Sanaullah
Mr. Akram Uddin Ahmed
Ms. Nahar Jamil
Ms. Humayra Hamim
Ms. Perveen Ahmed
Ms. Salma Aktar
Ms. Arifa Salzana Hemon
i) Parent / Subsidiary/Associate Companies
Singer Bhold B. V.
Singer Bhold B.V.- Blocked Shares
ii) Directors, Company Secretary, Chief Financial Officer, Head of
Internal Audit and their spouses and minor children
iii) Executives
Mr. Mokbul Ahmed
iv) Shareholders Holding Ten Percent or More Voting Interest
Singer Bhold B. V.
Singer Bhold B.V. - Blocked Shares
Status
-
-
W/o. Mr. Akram Uddin Ahmed
55%
20%
Chairman
Managing Director
Director
Director
Director
Director
Director
W/o. Mr. Mahbub Jamil
W/o. Mr. A. M. Hamim Rahmatullah
W/o. Mr. Akhtar Imam
W/o. Mr. Mohammad Sanaullah
Shares Held
at 01 Jan 11
12,341,240
4,486,070
620
100
730
60
50
170
50
2,830
430
130
140
1,200
400
12,341,240
4,486,070
Shares Held
at 31 Dec 11
21,597,170
7,850,620
1,080
170
1,220
100
80
290
100
4,950
750
220
240
2,100
700
21,597,170
7,850,620
Audit Committee Meeting and attendance during the year 2011
Meeting held
while a member
5
5
5
No. of meetings
attended
5
4
5
Name of Members
Mr. C. K. Hyder
Mr. Akhtar Imam
Annexure-II
Board Meeting and attendance during the year 2011
Name of Directors
Mr. Mahbub Jamil
Mr. Akhtar Imam
Mr. C. K. Hyder
Mr. Gavin Walker
Mr. Sajidur Rahman Khan
Mr. Gelmart M. Gellecanao
Mr. Mohammad Sanaullah
Mr. Akram Uddin Ahmed
Meeting held while a member
9
9
9
9
9
9
9
9
9
No. of meetings attended in
person/alternates
9
9
7
9
3
8
1
9
9
Annexure -III
Remuneration Committee Meeting and attendance during the year 2011
Meeting held
while a member
3
3
3
No. of meetings
attended
3
3
2
Name of Members
Mr. C. K. Hyder
Mr. Akhtar Imam
Mr.Gavin J. Walker
Chief Executive Officers Review 06
2011 was without doubt a difficult year for the Bangladesh economy. The exchange rate devalued and
the country witnessed galloping inflation. The government increased the price of petroleum and gas
products on numerous occasions. The stock market crashed leaving many small investors penniless.
The main foreign currency earning sector (the garments industry) suffered as there were fewer orders
owing to the volatile global economic situation, particularly in Europe. New investment, both inward
foreign and local, declined during the year. All these factors slowed down the economic activities of
the country.
Whilst these difficulties undoubtedly disrupt the business status quo, they also give rise to fresh
opportunities. It is up to the Singer Bangladesh management to take advantage of these and
accelerate the profitable growth path of the company.

2011 saw a growth in almost all of our major product lines. In refrigerators a 28% growth was
registered, the panel television the growth was 149% and sewing machine sales grew by 57%.
The computer business, comprising of SINGTECH and Samsung brands, saw a remarkable growth
of 63% versus previous year.
Strong growth was also registered in the washing machine and microwave product line up - 153%
and 27% respectively over prior year.
RESULTS FOR THE YEARq
We proved our capacity in doing
business both in even and odds
The operating profit
increased to Taka 503
million in 2011 from Taka
498 million in 2010.
As the demand and supply
for traditional televisions
dwindles, we have
implemented aggressive
strategies to augment the
sale of panel televisions
under the Singer,
Skyworth and Samsung
brands.
The refrigerator line-
up underwent a radical
change, with the addition
of different models having
varied capacity and
different color options
which helped in achieving
a growth over prior year.
Free culinary delights
cooking classes were
organized for customers
fostering the growth for
products in this category.
Demand for sewing
machines increased,
particularly with the
strengthening of the
wholesale network.
Our market share for
washing machines grew
owing to improvement in
the supply chain.
The company
continues to have the
strongest distribution
STRATEGIES, PLAN AND
ACTIONq
network for consumer durables in Bangladesh.
This was further strengthened with the opening
of 30 new shops in 2011. Some shops were
relocated to more vibrant areas, while many
others were renovated to reflect the new Singer
merchandising look.
The wholesale network was strengthened
with many new dealers joining hands with Singer
Bangladesh for the first time. Numerous new
appliance products are now being made available
to the dealers.
Customers can now pay their utility bills and
also re-load mobile money from our Singer Plus
shops. Credit card holders of Standard Chartered
Bank can avail zero interest payment schemes
while buying products from Singer Plus shops.
Consumers have the option of extending the
prevailing warranty for almost all products by two
years on payment of a nominal fee.
The company stood by the side of the
consumers who purchased products on hire
purchase as part of its social commitment
through introduction of Customer Protection
Plan in 2006. The ownership right is transferred
through waving of the residual balance amount
and the money so deposited is returned should an
accident result in death or earning disability of the
hirer. Similarly if a product of the hirer is
damaged or destroyed owing to natural
calamities or accident then that product is
replaced by a new one absolutely free of cost.
Singer Call Centre greeted more than 1 Lac
customers who purchased products from Singer
Plus Shops and inquired about their level of
satisfaction with product, service, and staff
behavior. Their feedback helped us in improving
the quality of services.
The company has the best after sales offering
and will continue to strengthen it.
All Singer Plus shops now have an online, real
time computer system which provides updated
information to the Management. It also allows
transfer of inventory from those who have excess
to those who have less for better management of
the company's assets.
CONCLUSIONq
I wish to extend my appreciation to all of our
employees for their contribution and commitment
without which it would have not been possible to
achieve these result.
I would also like to thank our Chairman and
Board of Directors of Singer Bangladesh and
President and CEO of Singer Asia for their valuable
support and guidance.
The shareholders' also deserves thanks for
their trust and confidence in the Board of
Directors and Management of the Company.
Managing Director & CEO
Our success depends, in part, on our
ability to retain our key personnel,
including our executives and senior
management team. Our success also
depends, in part, on our continuing
ability to identify, hire, train and retain
other qualified personnel. Competition
for these employees can be intense.
Singer Bangladesh Ltd. posses such
resources for which it appears as
market leader in its field.
Singer is on a continuous growth path
along with the retail and wholesales
and rise in competition. The human
resources team has been continually
focusing on the means to achieve the
Companys goals of meeting such
growth targets through external
recruitment & right skilling and by
improving the capabilities of existing
employees.
A focused training & development
approach results a significant increase
in the percentage of skilled employees
and also a simultaneous increase in the
workforce. Major highlights of the
people development process in Singer
Bangladesh Limited during the year
under review were:
nLearning and development was
expanded to a much larger
number of employees. This
approach has greater focus on
on-the-job and off-the-job
components of leaning which
Means of Growth
Towards Growth of Human
Resources
q
q
were as follows:
Category Training Program Attendee
In House Training 14 328
External Training
Local 9 526
Abroad 8 19
nOver and above the normal training for
employees, close to about 161 persons
recruited in 2011 and have been
provided orientation.
nIntroduction of Value Education for the
employees through participation
practical field related introduction i.e.
participation in exhibition in order to
acquire sourcing capacity of the young
employees.
nInitiative to build employee connect,
understand concerns and follow up
action plans employees of entry level
have been met individually on a
scheduled basis to gauge engagement
Our success depends, mostly, on our Human Resources 07
levels and to understand concerns.
nJob Rotation is an initiative to
provide career opportunities for
employees through movement
across departments and also to
build functional expertise in the
organization.
nSinger Bangladesh Ltd has been
following Singer Retail Academy
(SRA) since 2009. SRA mainly
represents virtual academy which is
the guideline of HR development
that enhance the training & career
development of Staffs of the Singer
Retail Shops as well as the Field
Management and the staffs of
other related areas.
Singer Bangladesh Limited arranges
annual picnic for its employees in every
year and active family participation is a
must to make the bondage more strong.
Company greets in different family
occasions and encourages participation
in different ceremonies.
During the year 2011 industrial
relations remained excellent. The number
of employees was 926 at the end of
December 2011.
Employees of Singer Bangladesh Limited
enjoy participation in long-standing profit
sharing under Labor Act 2006 (Workers
Participation in the Company's Profit,
earlier it was Workers Profit Participation
and Welfare Fund Act 1968). A Board of
trustee sits regularly and reviews the
issues and acts as appropriate.
Historically Singer Bangladesh Limited
offers and maintains a very good working
environment in workplace. Human
Resources Department is working as
mentor to the employees and handles
their grievance. Industrial Relation
among the factory workers may set an
example to others.
Singer believes in long term
bonding with the Company. it is one of
the oldest MNC in this country and
posses employees who have been
working for decades. Transparent
relation between management &
employees makes Singer a comfortable
workplace which reflects in the
aforementioned data:
Relations between Resources
Participation in the Companys Profit
Healthy working environment
q
q
q
Service Analysisq

Service (Years) Key & Senior Middle Junior Non- Total
Management Management Management Management
Above 20 3 10 4 15 32
16 - 20 4 8 4 87 103
11 - 15 - 7 1 45 53
6 - 10 2 9 5 85 101
Below 6 2 3 49 583 637
Total 11 37 63 815 926
Compliance with the Law
Equal Employment Opportunity
Male
q
q
q
All statutory requirements with regards
to the employee remuneration are
complied with and compensations and
rewards are linked closely to
performance & longevity.
The Company has a strict policy on child
labor & compulsory labor, which is zero
tolerance. At Singer, all employees are
above the age of 18. All appointments &
contracts are in compliance with Labor
Law of Bangladesh. In case of any
disciplinary action, the Company follows
all legal procedure properly to establish
the right of the employee.
Your Company believes in equal
opportunity in workplace irrespective of
race, religion, sex, color nothing is barrier
in question of selecting competent
candidates. Singer believes in quality in
hiring the best workforce. As far as
working environment and employee
facilities are concerned, Singer is one of
the leading companies in the country.
Singer takes great care for a comfortable
environment for the female. This
opportunity results increased rate of
female employees in the Company which
are shown in the table.

Position Male % of total
employee
Key & Sr. Management 11 1.18
Mid Management 34 3.67
Junior Management 58 6.27
Non-Management 691 74.63
Total 794 85.75
Female q
Position No. of % of total
Employees employee
Key & Sr. Management - -
Mid Management 3 0.32
Junior Management 5 0.53
Non-Management 124 13.40
Total 132 14.25
The Board of Directors is aware of the
fact that the Company's success is
dependent on the overall performance of
Singer employees throughout the
country. It is with this in mind that the
Board wishes to express its gratitude and
appreciation to the entire workforce for
the outstanding level of commitment and
high performance shown throughout the
year 2011.
Singer is deeply rooted in the minds of all Bangladeshi to an extent that it is unmatched by any local company. The company knows
that it has a moral obligation, embedded in both business senses as well in a strong compassionate sensitivity, to uplift the quality of
life in the country. It takes its role as a member of the community and its ability to make people's lives easier, very seriously. This is
POWERFUL
PERFORMANCE
Moral obligations towards society make
us a member of the community
Corporate Social Responsibility 08
demonstrated in its flexible payment
schemes and affordable product range.
This philosophy is extended to its CSR
activities with a number of projects
running concurrently. For a business to be
truly sustainable, the community at a large
must be uplifted continuously.
Singer being a compassionate and
benevolent company receives many
requests from religious, educational and
other institutions which are evaluated by
individuals and passed on to the
Management Committee for their
consideration.
In selecting a project the company
believes in taking a long term view for
maximizing its effectiveness but also we
believe that Singer will be an integral part
of the Bangladesh picture for generation
to come.
Some of the CSR projects undertaken
by the company in 2011are:
KINGBODONTI OR BRAVERY AWARD
KINGBODOTHI recognizes acts of bravery
by the member of the community who
selflessly put themselves in risk to protect
the lives or property of others. This award
is also given to individuals who have
overcome social vices and physical
incapacitation through their own act of
bravery. This award will inspire others to
show act of courage at times of distress,
turn around against social vices and be a
winner despite being physically
handicapped.
Singer partnered the
KINGBODOTHI with the local private
television Channel I and the awards are
given in five different categories which
are:
1. NIRBHIK KINGBODONTI: Physical
Bravery Award is given for
performing selfless act of bravery
at great personal risk to save life,
or property of others by common
people.
2. DRIPTO KINGBODONTI : Physical
Bravery Award is meant for the
Bangladesh Police Force who
shows extraordinary in preventing
crimes while performing official
duty.
3. SADHOK KINGBODONTI: Social
Bravery Award recognizes
individuals valiant effort
benefitting the society.
4. SHIMAI OSHIM: Mind of Steel
Award This award recognizes
among the handicapped people
who despite their limitations have
performed far beyond the
ordinary and pushed the limit of
courage and performance to a
new level.
5. AJIBON SHONMANONA : Lifetime
Achievement Award This award
recognizes an outstanding citizen
for their remarkable lifetime
contribution in the field of social
services.
Application are invited through
advertisement in the print and electronic
media and after verification is forwarded
to the panel of judges comprising of
eminent personalities of the country who
then nominates an individual in each of
the category. Each of the award winners
will receive Taka Two Lac each along with
a crest and a certificate which is given in a
public function.
Singer has partnered with Channel I
to take the spirit of message closer to the
Bangladeshi's.

In consideration of poor scenario in the
rural health sector, Singer Bangladesh
had taken up an on-going initiative in
conjunction with Fareea Lara Foundation
since 2006 for making a significant
improvement in the lives of many rural
people and bringing smile to many. This
program has been running successfully
for the last five years with the ultimate
aim of
MOTHER AND CHILD CARE AWARENESS
PROGRAM q
- Training the traditional birth
attendants in order to ensure safe
birth
- Encouraging traditional birth
attendants to refer complicated
cases to medical centre located in
the capital city Dhaka. The
company bridged the foundation
with Community Hospital in Dhaka
to provide free or charge
minimum for treatment of such
complicated cases.
- Making mothers aware about
immunizable diseases and their
prevention through the traditional
birth attendants
- Providing awareness training on
diabetics
- Providing Eye Care Facilities
- Educating about appropriate food
nutritional needs for mother and
children through Village Health
Workers
- Raising awareness about the
hazards of improper hygienic
practices, environmental
contamination, drinking and using
surface water through the Village
Health Workers
On Saturday approximately 300 and on
each of the remaining days of the week
more than 50 persons frequents this
medical centre for medical assistance.
SINGER SEWING ACADEMY q
The Sewing Academy is an embodiment
of Singer's social commitment, and it
resolve to bring the company closer to
the people and community. The Academy
- extends its services to the women
of the society for income
generation
- keeps the art of machine sewing
alive and well
- helps the teachers of Franchise
Schools earn a reasonable income
from the fees while they give
hands on training on sewing,
embroidery, stitching, and cutting
to the students
- creates an opportunity for
students who pass out
successfully to open their own
Franchise Schools in their
community, thereby keeping the
cycle of sewing -learning - income
generation
Training program for the destitute
women including to the students in
school and colleges and to different non-
governmental organizations and
institutions is an on-going process and at
the end of training session they are
normally provided Singer Sewing
Machine absolutely free of cost.
Financial Review 09
Accounting Policies
Revenue
q
q
The Financial Statements contained in
this report are prepared in accordance
with Bangladesh Financial Reporting
Standards (BFRS), the Companies Act
1994, the Securities and Exchange
Ordinance 1969, Securities and
Exchange Rules 1987 and other
applicable laws and regulations.
Company turnover was Taka 5,461
million, which is favorable to prior year
by Taka 632 million (13.1%). Company
achieved this revenue growth with
especially stunning increase in sales of
washing machine, panel television,
computer, sewing machine,
refrigerator and microwave & electric
ovens, which had seen a growth of
153%, 149%, 63%, 57%, 28% and 27%
respectively. 2011 was relatively a
challenging year in fetching high sales
and realized a decent organic growth.
In 2011 the setting competitive prices of
products was a due to entry of large
scale locally manufactured products,
specially refrigerators, CTV etc. which
posed a threat of lowering the prices.
Turnover growth in segments of
appliances/electronics was 13.8% but
cables did bring a growth of 2.5% which
could not meet the expectation of
decent growth. It is imperative that the
increase in sales of cables segment is
somewhat related to development of
real estate sector, continue flow of
electricity connections and the pace of
industrialization. According to
evidences from different publications
these areas were affected due to non-
expansion and development.
Our traditional product lines,
namely refrigerator, washing machine,
sewing machine, computer and oven
reported a substantial increase over
the prior year. The panel television, a
relatively new product, also
contributed good revenues in the year
under review.
The company intermingled both
above the line (ATL) and below the line
(BTL) advertising campaign and
blended into the marketing
communications plan during the year
under review. The objective of this
approach was to harvest market
opportunities in the back drop of
exacting market competition.
The gross profit for the year under review
was Taka 1,401 million as against Taka
1,232 million in the previous year, which
is a 13.8% increase over the last year and
gross profit margin was 25.7% vs 25.5%,
which is a slight increase of 0.2% over the
last year. In absolute terms, gross profit
increased over the prior year due to
reasonable growth in turnover and
increase in gross profit margin.
Gross profit margin of the company
reflects a marginal increase over the prior
year due to lower growth of earned
carrying charges from hire purchase
owing to high cash conversion
propensity. In addition, escalation of
costs of inventory due to adverse
exchange rates which was higher and
could not be fully adjusted with selling
prices in full. Acute market competition
didn't allow full adjustment in pricing. In
spite of absorbing high costs the
Company managed to grow gross profit
margin by 0.2%. This was achieved
through continuous cost improvement
process in supply chain management,
pricing and other overhead costs.
Operating expenses of the Company
increased to Taka 898 million in 2011 from
Taka 733 million in 2010. The increase in
operating expenses was higher than the
revenue growth. Some operating
expenses like bad and doubtful debts,
royalty and rent & occupancy increased
Gross Profit
Operating Expenses
q
q
due to expansion of the operations and
other regulatory changes like
introduction of VAT on commercially used
spaces. Besides, increase in
advertisement and sales promotion and
shop operating expenses also
contributed additional load to operating
expenses. In order to fetch sales from the
acute competition, more aggressive
advertisement campaign was taken and
more market offerings were given to
customers. However, the management
tried to contain the growth of periodical
expenses but the higher inflation
battered negatively. In addition,
management placed various control
measures to bring operating efficiency in
days ahead.
The operating profit was increased to
Taka 503 million in 2011 from Taka 498
million in 2010. The operating profit did
not grow to meet the challenges of
expectation since the gross profit barely
achieved a marginal growth. The
operating profit could not be achieved at
a higher rate due to increase in provision
for bad and doubtful debts, royalty and
rent & occupancy expenses. However, in
spite of efforts that were given to bring
efficiency through various costs
improvement measures in managing
operating expenses the company
managed a 9.2% operating profit margin
which is a little bit drop of 1.1% over the
last year but achieving growth in
absolute terms. Due to increase in the
expense as explained above the
percentage of operating expenses to
revenue increased to 16.4% in 2011 as
opposed to 15.2% in 2010 which
Operating Profitq
Revenue
Tk. Million
2007 2008 2009 2010 2011
0
1000
2000
3000
4000
6000
5000
5,461.22
Operating Profit
Tk. Million
2007 2008 2009 2010 2011
0
100
200
300
400
600
500
503.03
Non-Current Assets
Taka in Million
2007 2008 2009 2010 2011
0
150
300
450
600
750
656.77
contributed unfavorably and foil the
growth of operating profit for the year
under review.
Non-operating income of the Company
decreased compared to previous year
from Taka 1,886 million to Taka 4 million.
The higher non-operating income in 2010
was recorded due to dispose off entire
equity holding of associate, ILFSL which
contributed a significant capital gain
accounted for as non-operating income.
After the disposal of entire equity holding
of International Leasing and Financial
Services Limited (ILFSL) and payment of
dividend the company still managed to
make short term investments with
various banks earning significant interest
income which compensated fully interest
expenses for the year under review.
Availability of internally generated fund,
efficiency in handling cash flow and
better working capital management
helped to deal with lower utilization of
borrowing and attracted lower interest
expenses. In addition, despite mounting
interest rates due to market factors the
company did manage to enjoy best
possible interest rates which were
arranged through effective negotiation.
Non-operating Income
Interest expenses
q
q
Income Taxq
The company has declared a 30% dividend
for 2011. On the premise of the declared
dividend the company has again entitled
a lower tax rate of 24.75% (a company is
liable to pay at 27.5% and it is also entitled
10% rebate for declaring and paying
dividend more than 20% as per guideline
of SEC). As a result, consistent with other
years the company has made provision
for income tax considering payment of
dividend more than 20%.
The tax expenses did not increase
effectively due to drop of net profit
before tax for the year under review
compared to the year 2010.
The net profit after tax for the year
decreased to Taka 400 million from Taka
1,974 million mainly due to significantly
higher income from disposal of entire
equity holding of ILFSL reported in 2010.
The Company's earnings per share (EPS)
for the year under review were Taka 10.18
vs. Taka 50.26 in 2010.
The price earning ratio (times) of the
Company as at December 31, 2011 was
28.23, compared to 8.15 as at December
31, 2010.
During the year under review, the share
price of the Company fluctuated between
Taka 209.00 and Taka 840.00, with the
year end closing value at Taka 287.40.
The corresponding figures for 2010 were
highest Taka 790.00 and lowest Taka
283.00.
Net Profit for the year
Earnings per Share
Price Earning Ratio
Share Value
q
q
q
q
2010
Interest Expenses
Tk. Million
2007 2008 2009
0
50
100
150
200
2011
47.12
Price Earning Ratio
Times
2007 2008 2009 2010 2011
0
10
20
30
50
40
24.24
Return on Equity
Non-Current Assets
Current Assets
Total Assets
q
q
q
q
Return on equity of the Company
decreased to 18.2% in 2011 from 62.85% in
the previous year. Return on equity has
been computed by comparing the net
profit after tax and the shareholders'
equity. The return on equity decreased
mainly due to higher net income in 2010
from disposal of entire equity holding in
ILFSL and no such higher income
recorded in 2011.
Overall non-current assets of the
Company for the year under review
remained almost flat compared to prior
year and it came to Taka 658 million from
Taka 656 million in 2010.
The Company's current assets decreased
to Taka 3,022 million in 2011 from Taka
3,459 million in 2010. The decrease of
current assets was mainly due to
dividend paid for the year 2010. In
addition, inventory level increased in 2011
in line with business volume.
The total assets of the Company
decreased by Taka 439 million mainly due
to current assets which decreased
considerably by Taka 537 million owing to
payment of dividend to shareholder. The
decrease of total assets was 10.7% in 2011
over last year. This decrease was mainly
due to decrease in investment of short
term deposits and cash and cash
equivalents coupled with increased
inventory.
Shareholders' Equity
Tk. Million
2007 2008 2009 2010 2011
0
500
1000
2000
2500
3500
1500
3000
2198.74
Total Equity
Non-Current Liabilities
Current Liabilities
q
q
q
Shareholders' equity decreased to Taka
2,199 million as at December 31, 2011 from
Taka 3,141 million in 2010. The decrease in
total equity was mainly due to pay out of
significant dividend in relation to the year
2010.
Non-current liabilities significantly
increased. It stood at Taka 675 million
from Taka 404 million giving a rise of Taka
271 million mainly due to transfer of non-
repatriated dividend of Taka 269 million
to blocked dividend account as per
regulatory directives.
Current liabilities of the Company
significantly increased to taka 807 million
from Taka 574 million in 2010. The
increase was for Taka 233 million. The
royalty payable of Taka 38 million for 2010
could not be remitted to Singer Asia
Limited within stipulated time for want of
regulatory approval. Besides, few
shipments were made at the closing
stages of December 2011 caused to
ascend accounts payable-trade to the
extent of Taka 165 million from Taka 60
million in 2010. In addition, VAT payable
has increased with the increase of
volume of business.
Operating cash flow before interest
expenses and payment of tax was
increased to Taka 157 million from Taka
129 million in 2010 reflecting a growth of
21.7%. Despite higher out flow for
payment to WPPF for 2010, net operating
cash flow increased in 2011 due to
interest earning from short term
investment. The growth of cash inflow
from turnover (11.8%) was higher than the
growth of import of inventories which
was 9.4%. It ameliorated to achieve
higher positive net operating cash flow
compared to last year.
Cash flow from investing activities was
Taka 209 million, which was lower than
the year 2010 by Taka 1,538 million. In
Operating Cash Flow
Investment Cash Flow
q
q
2010, a significant inflow of cash was
generated by selling of entire equity
holding of ILFSL. However, short term
investments of Taka 267 million as fixed
deposit which were made in 2010
liquidated in 2011.
Apart from above, during the year
under review, the Company made
investments of Taka 62 million in
property, plant and equipment and ERP
project against Taka 36 million in 2010.
Net cash outflow of Taka 1,034 million
due to payment of dividend during the
year under review.
At the end of December 2011, cash and
cash equivalents of the Company
decreased significantly from Taka 1,482
million to Taka 714 million. Cash and cash
equivalents decreased mainly due to
payment of dividend during the year
under review.
Financing Cash Flow
Cash and Cash Equivalents
q
q

Water Purifiers Freezers Refrigerators Washing Machines
LED and LCD Televisions Computers

In fact well sing it from the rooftops every chance we getour product diversity and range spans
the scale, serving a wide cross section of customers across the length and breadth of the country.
WERE VOCAL ABOUT
OUR RANGE
Electric Kettles Gas Burners
Microwave Ovens Instant Power Supply (IPS) Blue Ray DVD Players Sewing Machines
Air Conditioners Motor Cycles Rice Cookers Food Processor
Good Corporate Citizenship 10
The Company believes in adopting and also
to set a proper tone at the top by
promoting good corporate citizenship and
responsible business practices. To establish a
common set of expectations to assist the
Board of Directors in performing their duties
in accordance with applicable requirements,
and thereby build long-term value for the
Company's shareholders.
During the year under review the Board
continued its pursuit of achieving these
objectives through the adoption and
monitoring of corporate strategies, prudent
business plans monitoring of major risks of
the Company's business and ensuring that
the Company pursues policies and
procedures to satisfy its legal and ethical
responsibilities.
We also believe a good corporate
reputation is the most valuable and
competitive asset of a company. It is directly
linked to uncompromising compliance with
applicable laws, regulations and internal
guidelines. Compliance is thus a central pillar
of Singer management and corporate culture
and, at the same time, an integral part of all
business processes. The Board of Directors
ensures that the activities of the Company
are always conducted in accordance with the
highest ethical standards in the best interest
of all stakeholders and the preservation of
the environment.

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

The Board comprises of nine members, a
good blend of executive and non-executive
and local Directors having diverse and
professional skills and experiences. The Non-
executive Directors are from varied business
and other background and their experience
enables them to execute independent
Separate Role of the Chairman and
Managing Director
The Board of Directors
q
q
judgments to the Board with the result that
their views carry substantial weight in Board
decision. They contribute to the Company's
strategy and policy formulation in addition to
maintaining its performance and its
executive management. The profile of all
members of the Board are given on page 10
and 11.
The Company Secretary prepares the
Agenda in consultation with the Chairman of
the Board of Directors, the Chairman of
various Committees and the Managing
Director. The Agenda for the meetings of the
Board and its Committees, together with the
appropriate supporting documents, are
circulated well in advance of the Meetings.
All Board members are entitled to raise other
issues. The Chairman ensures that all Board
members are properly briefed on all issues
arising at Board Meetings. It is the
responsibility of the Chairman and the
Company Secretary to ensure that the non
executive directors are provided with timely
information to enable them to carry out the
duties effectively.
The role of the Board is to determine
the Company's direction and strategy to
attain the business objectives ensure that the
Company meets its responsibilities of its
shareholders and that the control
environment adequately protects the
Company's assets against the major risks it
faces.
All the Directors have access to the
advice and services of the Company
Secretary, who is responsible to the Board
for ensuring that the Board procedures are
followed and that applicable rules and
regulations are complied with.

The Board of Directors' most basic
responsibility is to exercise their business
judgment to act in a manner that they
reasonably believe is in the best interest of
the Company and its shareholders, and, in
discharging this obligation, may rely on
members of the Company's management.
Directors must fulfill their responsibilities
consistent with their fiduciary duties to the
Company's shareholders and in compliance
with all applicable laws and regulations.

There is an annual cycle of Board meetings
which is designed to address, in a systematic
Responsibilities of the Board
Board Meetings
q
q
way, strategy, investment policy,
borrowings, treasury matters, marketing,
revenue, dividend matter and
communication with shareholders. The
Board considers that it meets regularly to
discharge its duties effectively. Nine Board
Meetings were held during the year 2011 and
the gap between two meetings did not
exceed three months. The annexure-III
shows the attendance record for the Board
meeting held during the year.
There is extensive staff participation in
decision making at all levels of the Company
and strategic recommendations on material
matters flow to the Board for decision.
In selecting Directors, the Company always
looks for individuals who possess business
experience, strong inter personal skills and
independence of thought and perspective.
Mr. C. K. Hyder and Mr. Akhtar Imam, out of
a Board of nine, are Independent Directors.
They are considered by the Board to be
independent of the Company and the
management and free of any business or
other relationship that could interfere with
the exercise of their independent judgment.
Throughout the year, both of them have
satisfied the criteria of independent thought
and judgment. The Board believes their
experience and knowledge enables them to
provide both effective and a constructive
contribution to the Board.
The Board has established Committees to
assist it in exercising its authority; including
monitoring the performance of the business
to gain assurance that progress is being
made towards the Corporate Objective
within the limits imposed by the Board. The
Board Committees are the Audit Committee,
the Remuneration Committee and the
Nomination Committee.
Each of the Committees has Terms of
Reference under which authority is
delegated by the Board. The Company
Secretary acts as the Secretary of all Board
Committees. Committee meeting agendas,
papers and minutes are made available to all
members.

The company's control mechanism is
overseen by the Board's Audit Committee
which comprises from Directors of the
Company. The Chairman of the Audit
Committee is a non-executive Independent
Director. Mr C. K. Hyder, member of the
Board, is Chairman of the Audit Committee.
His long career with Metropolitan Chamber
of Commerce and Industry, Dhaka (MCCI)
and Bangladesh Employers' Federation and
extensive experience which has been of
great benefit to the Company over the years.
His presence on the Audit Committee is seen
as strength.
Board Independence
Board Committees
Audit Committee
q
q
q
Strong sense of being Good
Corporate Citizen makes us
the most respectable
company in the country
The committee's role is to provide
a direct link between the Board and the
internal and external audit functions of the
Company which are broadly as follows:
lTo review compliance with internal
control systems;
lTo review the findings of the Internal
Auditor relating to various functions of
the Company;
lTo hold periodic discussions with the
Statutory Auditors and Internal
Auditors of the Company concerning
the accounts of the Company, internal
control systems, scope of audit and
observations of the Auditors/Internal
Auditors;
lTo review the quarterly, half-yearly and
annual financial results of the
Company before submission to the
Board;
lTo make recommendations to the
Board on any matter relating to the
financial management of the
Company, including Statutory &
Internal Audit Reports;
lRecommending the appointment of
statutory auditors and fixation of their
remuneration.
The Audit Committee met five times during
the year and all the members were present
on each occasion. Audit Committee meetings
are attended by the Chief Financial Officer,
and Head of Internal Audit and
Representatives of Statutory Auditors by
invitation.

The Company had constituted a
Remuneration Committee in the year 2010 to
discharge the responsibilities of the Board of
Directors relating to compensation of the
Company's executive directors and senior
management. Remuneration Committee
consists of three members', majority of
whom are non-executive independent
Directors.
The Chairman of the Committee is a
non-executive Independent Director. Mr C. K.
Hyder, member of the Board. The
Remuneration Committee is responsible for
ensuring motivation and to retain high
caliber individuals.
lReview the performance of the CEO /
Executive Directors, Senior
Management and continues to
determine individual remuneration
packages.
lRecommend to the Board
remuneration including salary and
perquisites the CEO/ Executive
Directors, Senior Management.
lFinalize the perquisites package of the
CEO/ Executive Directors, Senior
Management.
Remuneration Committee q
lWith in the ceiling fixed by the Board.
lRecommend to the Board, retirement
benefits to be paid to the CEO/
Executive Directors, Senior
Management under the Retirement
Benefit Scheme.

To adhere a good corporate governance
practice in the Company, the Nomination
Committee has been constituted in 2011 with
the objective of identifying Directors to be
inducted to the Board from time to time and
to take steps to refresh the constitution of
the Board from time to time with an
objective to discharge the responsibilities of
the Board of Directors for proposing
candidates for appointment to the Board,
having regard to the balance and structure of
the Board.
The Committee comprises of three
Directors, majority of whom are
independent. Mr. Gavin J Walker, member of
the Board is the Chairman of the Nomination
Committee. Other members of the Board
who are not members of the Committee,
may be invited to attend the meeting
The Nomination Committee is
responsible for identifying individuals
qualified to become Board members,
consistent with criteria as agreed by the
Board, and for making recommendations to
the Board regarding:
lNominees for Board membership to fill
vacancies or newly created positions,
and
lIn making its recommendations, the
Nomination Committee evaluates each
candidate based on the corporate
governance guideline of the SEC. The
Board then determines whom to elect
to the Board, pending the next annual
election by shareholders.
During the year under review, no meeting of
the Nomination Committee was held. The
Nomination Committee will meet as and
when required to consider candidates for
appointment as Directors.
Each committee regularly reports their work
to the Board. The Company can internally
determine the reporting details and
schedule. As a minimum, the report shall
include a summary of the matters addressed
and the measures undertaken by the
committee.

Besides the Board committees Management
established other functional committees in
order to operate and look after the day to
day operations. Those committees are:
Nomination Committee
Reporting by the Committees to the Board
Other Committees
q
q
q
Management Committee
Inventory Monitoring Committee
Responsibilities to Customers
Financial Reporting and Transparency

The day-to-day Management of the Company
is entrusted with the Managing Director and
the Management Committee. The
Management Committee is chaired by the
Managing Director and comprises of eleven
key senior executives. The Management
Committee, as the Company's management
body, is committed to serving the interests
of the Company and achieving sustainable
growth in Company value. The members of
the Management Committee are jointly
accountable for the entire management of
the Company and decide on the basic issues
of business policy and corporate strategy.
The Committee meets at regular interval to
review the business performance of the
Company and take decisions as deemed
appropriate.
Business Development Committee
The main objective of this committee is to
review and analyze the entire gamut of the
business activities and assist the
Management Committee in decision making
process.

Inventory Monitoring Committee monitors
the inventory position of the Company vis--
vis sales and recommends procurement in
line with the corporate plan, sales forecast
and stock-in-transit. Slow moving and
obsolete items are identified and speedy
measures are initiated for disposal of these
inventories.

Our success depends, in part, on the quality
of our products and also on wide strong after
sales service. Besides, the Company
maintains a country wide marketing network
and provides a wide choice of products and
brands to its customers at competitive
prices. Easy payment options are also
available to the customers.
The Company extends a warranty on its
products and has made appropriate
provisions to meet the warranty expenses. It
maintains countrywide network of service
centers and franchise agents to facilitate
product repairs. Customer grievances, if any,
are handled promptly and solutions
provided.
Financial statements have been prepared in
line with the Bangladesh Financial Reporting
Standards (BFRS).
Financial data is circulated as
appropriate within and outside the
organization. Management accounts are
distributed to all Management Committee
Members while product, channel and
divisional profitability statements are
distributed to all Key and Senior Managers as
well as Department Heads so that their
observations and comments can be
ascertained.
q
q
q
q
The timely publication of quarterly, half
yearly and annual financial statements, with
comprehensive details beyond the statutory
requirements, has been a salient feature of
the financial reporting system. The financial
statements included in this annual report
have been audited by Messrs. Rahman
Rahman Haq, Chartered Accountants.

Directors are responsible for instituting a
system of internal controls to ensure the
effective implementation of all policies and
decisions of the Board.
The Board ensures that the Directors
maintain full and effective control of all
significant strategic, financial, and
organizational and compliance issues.
The Directors have delegated to
Management Committee the responsibility
for establishment and implementation of a
system of internal control appropriate to the
business environment in which it operates.
The Company's internal controls are
highlighted as follows:
lThe definition of the organizational
structure and appropriate delegation
authorities to functional management.
lProcedure for the review and
authorization of capital expenditures.
lStrategic planning and the related
annual planning and quarterly
forecasting process.
lAccounting and financial reporting
policies to ensure the consistency,
integrity and accuracy of the
Company's accounting records.
lReporting and review of financial
results and other operating statistics
as well as the Company's published
half yearly and annual financial
statements which are based on a
standard reporting system.
The Company has an internal audit
department consisting of twelve members
and headed by the Head of Internal Audit.
The internal control system is maintained and
reviewed by an internal audit function that
operates on a global basis and reports to
the Audit Committee. The works of the
internal auditors is focused on the areas of
risk to the Company which is determined on
the basis of a risk management approach to
audit.
The Company has several levels of
personnel enforcing these internal controls,
while the Internal Audit Department reviews
the effectiveness of such controls.
Company operations are also subject to
review by the Corporate Internal Audit
Division of the parent Company of Singer
Bangladesh Limited.
Ethical business conduct and compliance
with applicable laws and regulations are
Internal Controls
Compliance with the Law
q
q
fundamental aspects of Singer Bangladesh
Limited. To this end the Company has
established procedures to ensure compliance
with all applicable statutory and regulatory
requirements. Relevant officials are
responsible for ensuring proper compliance
with applicable laws and regulations and this
is being followed by the Company.
As an organization, our values include
integrity, self-determination and valuing
people. Our parent company has specified
corporate values for the Company and
stipulated a code of ethics for employees,
ensuring that the latter maintain the highest
integrity and comply with the relevant laws
and ethical principles. Therefore, the
Company considers the significance of
ethical, human and environmental matters in
the conduct of its business.
A properly functioning risk management
system is necessary for responsible
governance. The risk management system at
Singer Bangladesh Limited is geared towards
meeting the practical requirements of our
business. It is designed to highlight risks at
an early stage and, where they occur, to help
avoid or limit them. Details are provided in
the section entitled Risk Management on
pages 39 to 41.
Communication with Shareholders
The Company encourages communications
with shareholders throughout the year and
welcomes their participation at shareholders'
meeting. Four times each year, Singer
Bangladesh Limited reports to its
shareholders regarding its business, financial
position and earnings.
An Annual General Meeting normally
takes place within the first four months of
each fiscal year. Among other things, the
Annual General Meeting decides on the
appropriation of net income, election of the
Board members and the appointment of the
auditors. Amendments to the Memorandum
and Articles of Association and change the
Company's paid up capital structure are
approved exclusively at the Annual General
Meeting and are implemented by the Board.
The quarterly results of the Company are
published in the newspapers and posted on
the website of the Company
www.singerbd.com shortly after its
submission to the Stock Exchanges.
Comprehensive Annual reports and abridged
half yearly reports are generally published
and sent to the shareholders registered
address through registered post and also
displayed on the website of the Company
www.singerbd.com shortly after its
distribution.
Code of Ethics for Employees
Risk Management
Quarterly results
Yearly/Half yearly results
q
q
q
q
Investors' relations
Company's Corporate Website
Dematerialization of shares as on December
31, 2011
Going Concern
q
q
q
q
Official news releases and presentations are
made to Institutional Investors on quarterly
basis. Apart from the financial performance,
this includes business and performance
overview of the company till that quarter.
This is a part of Singer's continuous effort to
present the company to the financial
community in the most transparent manner
and answer their queries directly. As a
leading corporate house and a listed
company, Singer is trying to establish the
best Investor Relations practices by engaging
in most effective communication with its
Investors and other stakeholders. The
company strongly believes that transparency
and reliability in communication with the
wider investor community will help the
company to maintain a fair share price and
encourage other companies to adopt a
similar approach.
The Company's website is a comprehensive
reference on Singer Bangladesh's
management, vision, mission, value
statement, investor relations, sales network,
products, promotions and events. The
section on 'Shareholders' Information' serves
to inform the shareholders, by giving
complete financial details, shareholding
patterns, corporate benefits and frequently
asked questions.
In addition to information, which any
company is under a legal or regulatory
requirement to publish, the Company
regularly publishes through the newspapers.
The Company's website at
www.singerbd.com provides additional
Company information which is updated
regularly and includes company's
management, marketing network, product
range and other information.
The Company's shares are compulsorily
traded in dematerialized form and are
available for trading on Central Depository
Bangladesh Limited (CDBL). 34,547,040
Ordinary Shares of the Company
representing 87.98 % of the Company's share
capital was in dematerialized form at
December 31, 2011.
The Directors report that, after making
enquiries, they have a reasonable
expectation that the Company has adequate
resources to continue in operational
existence for the foreseeable future. For this
reason they continue to adopt the going
concern basis in preparing the financial
statements.
Risk Management 11
Risk management is the prioritization
process of analyzing exposure to risk and
probability of occurring as well as
determining how to best handle such
exposure. This involves identifying and
characterizing the risks involved,
assessing the threat from each, assessing
mitigatory precautions and ways for cost
effectiveness and devising a
comprehensive risk-management
strategy to reduce those risks. The
company operates on approved policies
and procedures covering all risk areas in
order to ensure that risks are properly
addressed and protected for sustainable
development and growth of the
Company. These policies are regularly
visited for review and updated in order to
keep pace with the changing operating
environment, technology and regulatory
requirement.
This section of your annual report
discusses the risk management process
and reduction measures of the Company
in order to manage the various risks.
The company continued to review and
improve its risk management function
during the year under review in line with
business needs, prudential requirements
and international best practices. To
identify and manage various risks
involved in course of different operation,
your Company has set up different
committees to deal with different
aspects of risks. However, everyone of
the Company who has responsibility for
achieving an objective also has the
responsibility for managing the risks
associated with that objective and the
controls to manage those risks. This
means that responsibilities and
accountabilities for the management of
risks are clearly and appropriately
established. Singer recognizes that good
information is the key to forecasting,
assessing, and managing risk.
Monthly and quarterly reports and other
analytical information are produced
comparing the previous year and with
predetermined performance indicators,
ensuring that the Management
Committee is fully alerted to any risks as
promptly as possible. The Company is
The Risk management process
Reporting
q
q
implementing a real time Enterprise
Resource Planning (ERP), system, which
will ensure that comprehensive
information is available to Company
decision makers in timely and assessable
fashion. The system will provide accurate
information and also alert management
of possible risks on or before they arise.
A systematic process is followed for
collecting and validating data and
converting these into meaningful
information. These, together with quick
reporting, play crucial roles in monitoring
risks. The process is designed to pick up
relevant business- critical information,
with oversight by line managers. Data
collected are subject to review and
validation before they are submitted to
senior management, who in turn uses
them for appropriate action
Internal, external and corporate audits
are central to the risk management
process. Key performance indicators of
the Company's business units are
continually monitored. Reports
forwarded by internal, external and
corporate auditors are reviewed
internally. The Company's accounting and
control functions, among them the
Internal Audit & System Review function,
maintain and seek continuity to improve
the effectiveness of the reporting system
and the internal controls in place.
Information collection and timely
reporting play key roles in risk
monitoring. If this information is
inaccurate or tardy, poor decisions will
result, causing financial loss to the
Company. Information risk is managed
through regular IT systems backups and
insurance to cover system-related risks.
An online ERP system is being
implemented currently which will help
ensure that management information is
timely and accurate.
All relevant information is submitted to
senior management, who appraises it
and submit relevant details to others in
the Company. All information pertaining
to finance is transmitted to the Finance
Department. The Finance Department in
Data Collection and Analysis
Internal, External and Corporate Audit
Management Information
q
q
q
turn shares information with senior
management and department heads.
Procedures to ensure business continuity
exist in all major operational units. These
procedures include continuity planning,
product testing and quality control and
provisions for disaster recovery. The
adequacy of these internal controls is
constantly reviewed by the management
of the Company as well as Internal Audit
Department and Corporate Audit Team.
The operational risk category includes
labor-related risks, which are managed
through the operations of a grievance
handling procedures since labor issues
can affect product quality, output,
market share as well as company
goodwill and reputation.
Risks associated with the physical assets
of the Company include their destruction,
loss or theft as well as technical and
other defects. Every such tangible asset is
insured against identifiable risks and the
insurance policies in question reviewed
annually and modification made as
deemed necessary.
Reputation risk is minimized through
product quality controls and
comprehensive quality management
processes, which include compliance with
standard based quality (ISO 9001:2000)
at manufacturing facilities. A sufficient
spares helps to mitigate repair and
maintenance related product risk, while
cost-sharing agreements with local and
international suppliers reduce exposure
to losses arising from product defects.
Provision is also made for asset
defects and malfunctions, for
obsolescence due to advances in
technology, warranty claims and doubtful
debtors. The Company's factory and
other infrastructure are continually
upgraded..
Market risk arises from market changes,
competitive activity and the Company's
reliance on external suppliers, which can
increase product and supply chain risk. At
Continuity Assurance
Labor Risk
Assets Risk
Market Risk
q
q
q
q
risk are the Company's earnings,
profits, market share and reputation.
A diversified product and brand
portfolio reduces the Company's
relative exposure to any given market
segment, helping spread market risk.
The portfolio is designed to minimize
overall risk to the Company with the
least possible compromise to
profitability. Our best defense against
competitive threats is the strength and
power of the Singer brand, and
measures to maintain and further
strengthen this, as well as other
Company-owned brands, form a vital
part of our marketing activities.
Product Risk
Competitors and Pricing
q
Product may prove defective or
inappropriate for the market in terms
of price, functionality or perceived
value. They are also liable to be
rendered obsolete. Product risk is
managed through stringent quality
control of our product and after-service
network of retail outlets, service
centres and franchise service agents.
Singer after-sales service is unmatched
at any given price point.
Risks associated with product
obsolescence are migrated by
provisioning and by keeping inventory
levels of products liable to
obsolescence low. Provisioning also
deals with risks arising from warranty
claims and doubtful debtors.
q
Another source of Market Risk is
competitors. In the Company's case, a
sizeable portion of the threat comes
from products imported and made
available to consumers through
irregular channels, whose sellers can
undercut legitimate vendors since their
tax and tariff related overheads may be
low or non-existent. In the lower
income consumer segments,
competition also comes from vendors
of used products.
Threats to market share also arise
if consumers find competitors'
products more readily available than
ours. The country wide network of
Company retail outlets and service
centres, together with its Franchise
Technicians form a bulwark against this
risk.
'Price risk' arises from the possibility
that our prices will be rendered
uncompetitive through underselling by
competitors purveying irregularly-
imported (duty unpaid) products or used
products sold as new on the market, or
through misleading or unethical
advertising. Here again, our best
insurance is the power of our brand.
Meanwhile, Singer Bangladesh
Limited makes every effort to keep prices
competitive through efficiency and cost
control programmes and by negotiating
favorable terms with suppliers. Company
management is regularly apprised of
competitor pricing through market
surveys and takes action with regard to
our own prices as deemed appropriate.
q
Reliance on external suppliers exposes
the Company to the risks of supply
disruption and defective third-party
manufacturing in both finished products
and components. It also creates the
possibility of rival firms competing with
the Company for the same supplier,
creating cost and supply issues.
Supply chain risk is minimized
through carefully-chosen supplier
relationships and plant investments, as
well as through product sampling and lab
testing for quality. The activities of the
Company's quality control unit ensure
that the best suppliers are sourced. The
Company has maintained strong
relationships with a number of leading
manufacturers, with supplier
performance specified in the relevant
contractual agreements. The danger of
supply shortfalls is addressed through
alternative supplier arrangements and
the maintenance of sufficient raw
material stocks to prevent shortfalls.
q
Capital expenditure risk the risk that
capital investments will not realize the
expected returns and credit risk are the
two aspects of 'transaction risk'. Capital
investment risk is inherent in regular
infrastructure improvements as well as,
more acutely, in new product launches
and the creation or acquisition and
building-up of new brands. Such activities
Suppliers
Investment Risk

are vital to the continuance of Singer
Bangladesh Limited as a going concern.
So the Company proceeds with careful
management of the risks involved.
This is effected through due
diligence, which determines whether
forecasting is accurate and budgets can
be met, and which financial,
technological or other factors may affect
a given outcome. Information is gained
through market surveys. Another way of
dealing with capital expenditure risk is
through the diversification on the
Company's business into a number of
areas, as at present.
q
The extension of customer credit is
normal business practice in the white
goods sector and the Company is no
exception to this rule. It therefore faces
credit risk in the form of default or delay
on purchase and hire purchase
agreements. The exposure is particularly
high during a significant economic
downturn or in the wake of changes in
local laws, unexpected fiscal policy
changes, natural disasters, security
breakdowns and the like.
This exposure is dealt within several
ways. Shop managers act as del credere
agents, undertaking a thorough appraisal
of the customer before credit is
extended. Credit appraisals of dealers are
undertaken to ascertain whether they
have the capacity to pay for product
ordered. Details of customers who have
defaulted on payments are recorded in a
database and a list of those customers
sends to shop managers whose duty is to
undertake credit evaluations of
customers.
q
Financial risk is managed by the company
treasury with the intention of providing
cost-effective funding while minimizing
the negative effects of market
fluctuations on net income. The main
exposures are to liquidity, interest rate
and exchange rate risk.
q
Exposure to exchange rate risk arises
from the Company's transactions with
parties overseas and can impact
negatively on pricing policy. Exchange
Credit Risk
Financial Risk
Exchange Rate Risk
rate fluctuations also affect the
translation of the Company's financial
statements and hence its results.
q
Interest rate risk impacts the Company's
earnings, cash flow and overall value and
affects product pricing, customer credit
arrangements and Company profits. A
number of mitigatory actions are in place
to manage this risk. The Company's
financial strength and brand equity give it
access to funds at attractive rates,
further reducing interest rate risk.
q
Liquidity risk is the potential lack of
available funds to cover operations,
which can affect investment plans, cost
of funds, product pricing, stock levels and
customer credit operations. It is managed
through regular liquidity reviews and
reports to the Board, coverage of net
borrowings with committed facilities, a
healthy industry-related gearing ratio and
the maintenance of good relationship
q
These are risks to the Company arising
from non-compliance with relevant
health, safety and environmental statutes
and leading to loss of reputation and
goodwill, possible litigation and financial
loss. These risks are dealt with
preventively through the actions of the
Company's Legal Department and
through frequent internal, external and
corporate audits to monitor compliance.
The Company's management culture
stresses ethical performance in this area,
following best practices at all times.
Interest Rate Risk
Liquidity Risk
Governance Risk
with our bankers.
Legal Risk
Information Risk
Other Risks
q
This is the risk of legal claims against the
Company, the outcome of which cannot
be predicted with any degree of
confidence and which may cause loss of
reputation and goodwill as well as
financial loss. The Legal Department
monitors all Group activity and has
recourse to external legal advice when
necessary. The department is itself
subject to the control procedures of the
Company's Internal Audit Department.
Adequate provision is made in the
budget to pay off any warranty claim that
may ensure, thus hedging the Company
against legal risk.
q
Malfunctioning information technology
may result in lost data, wasted
investments in software, delayed receipt
of information and other operational
issues. These and other IT- related risks
can severely impact decision making.
To mitigate these risks the Company
has installed comprehensive network
security and makes regular backups of all
databases and mission-critical
information. These backups form part of
the organizational disaster- recovery
system.
q
This final category covers risks arising
from large external factors such as socio-
economic changes, shifts of public
opinion, climate change and the like.
Such factors could impact Company
earnings, reputation and goodwill, affect
the returns from certain product
categories or expose the Company to
government regulatory action that could
tarnish its image.
As with other categories of risk,
good and timely information is key to
managing this one. Market trends and
consumer habits and attitudes are
tracked through market surveys, the
information from which feeds into brand
and product development planning.
Government policy and activities are
closely monitored, their potential effects
assessed and action taken by the
Company and deemed appropriate. The
results of domestic and international
climate change surveys and changes in
the policy of governments and
international bodies are monitored and
their probable effect incorporated into
Company planning. Multi-country
sourcing, the use of substitute raw
materials, adequate inventory levels and
product diversification are among the
ways in which these risks are managed.
Regular investment in new plant and
technology improves efficiency and profit
margins, further hedging against general
risks in the long term.
q
With general risk and all other categories
of risk discussed above, no assurance can
be given that the Company is fully
protected. The best that can be achieved
is reasonable management of the risks to
which the Company is exposed through a
sound management process at multiple
levels of management process and based
on the most accurate, timely and
comprehensive management information
available.

Caveat
Composition of the
is the sub-committee of
the Board. The Committee
comprises of three
Directors, a majority of
whom are non-executive
independent of which the
Chairman of the
Committee is also an
independent Non-
Executive Director. The
Managing Director & CEO,
Chief Financial Officer and
Head of Human Resources
attend the meetings by
invitation. The Company
Secretary functions as the
Secretary of the
Committee.
Role of the Committee
The Remuneration
Committee's role is mainly
to determine and
Remuneration Committee Report 12
recommend to the Board the remuneration of the
Executive Directors. It also monitors the levels
and structures of remuneration of Senior
Management and seeks to ensure that the
remuneration arrangements are designed to
attract, retain and motivate the Executive
Directors and Senior Management needed to run
the Company successfully.
Meetings and Attendance
The Committee met three times during the year
under review. Its deliberations are mentioned in
the summary of activities.
Summary of Activities
Adopted the Terms of Reference (TOR) of
the Remuneration Committee approved by
the Board of Directors;
Reviewed the remuneration survey report
carried out by an independent HR
Consultant;
Reviewed and recommended the
compensation package of the Chief
Executive Officer, Executive Directors and
Senior Management of the Company:
The Committee also reviewed the policies
pertaining to the remuneration and
perquisites of the Executive Directors and
Senior Management of the Company.
l
l
l
l
Conclusion
I wish to thank the other members of the
Committee, Mr. Akhtar Imam and Mr. Gavin J
Walker and the Secretary for their valuable
contributions towards the functions of
Remuneration Committee.
On behalf of the Remuneration Committee
C. K. Hyder
Chairman, Remuneration Committee
March 07, 2012
Composition of the Audit Committee
Audit Committee is the sub-committee of the
Board. The Committee comprises of three
Directors, a majority of whom are
independent. The Chairman of the
Committee is an independent Non-Executive
Director. The Chief Financial Officer (CFO)
and Head of Internal Audit (HIA) attend the
meetings by invitation. The Company
Secretary functions as the Secretary of the
Committee.
Role of the Committee
The Audit Committee is empowered, to
consider any matter relating to the financial
affairs of the Company and to review all
internal and external audits, internal control
systems and procedures, accounting policies,
etc., so as to ensure that a sound financial
reporting system is in place and is well
managed, in order to provide accurate,
appropriate and timely information to the
Management, Regulatory Authorities and
Shareholders.
Meetings and Attendance
During the financial year ended December 31,
2011, five (5) Audit Committee meetings were
held. The details of attendance of the
members have been shown in the
ANNEXTURE- III of page - of the annual
report.
The Company's external auditors were
present at one Audit Committee meeting
during the financial year where matters
relating to the audit of the statutory
accounts were discussed.
Summary of Activities
The following activities were carried out by
the Audit Committee during the financial year
ended December 31, 2011:
Financial Reporting
nReviewed the un-audited quarterly and
half yearly financial results of the
company and the relevant
announcements to the Stock Exchanges
by the Board of Directors.
nReviewed the annual financial
statements of the Company prior to
submission to the Board of Directors for
approval. The review was to ensure that
the financial reporting and disclosures
are in compliance with the Securities
Laws, provisions of the Companies Act
1994, applicable Accounting Standards /
IFRS, any conflict of interest and other
relevant legal and regulatory
requirements.
Internal Audit
nReviewed the annual audit Plans
including the audit methodology in
assessing and rating risks of auditable
areas to ensure adequate scope and
comprehensive coverage on the audit
activities of the Company.
nReviewed the effectiveness of the audit
process, resource requirements for the
year and assessed the performance of
the Internal Audit Department. The
competency and performance of the
Head of Internal Audit were also
reviewed.
nReviewed the Internal Audit reports
which encompassed the audit issues,
audit recommendations and
Management's responses to these
recommendations. Improvement actions
in the area of internal controls, systems
and efficiency enhancements suggested
by the internal auditors were discussed
together with Management.
nReviewed the implementation of these
recommendations through follow-up
audit reports to ensure all key areas
were addressed.
nSuggested additional improvement
opportunities in the areas of internal
control, systems and efficiency
improvement.
External Audit
nThe Committee met with the external
auditors at the conclusion of the annual
audit in the absence of management and
also reviewed their findings of
observation and the Management's
response thereto
nReviewed with the external auditors
about their audit scope, audit strategy
and audit plan for the year and their
proposed fees for the statutory audit
and review of the Statement of Internal
Control.
nReviewed the external audit reports and
areas of concern highlighted in the
Management letter including
Management's responses to the findings
of the external auditors.
n Reviewed the performance of the
external auditors and made
recommendation to the Board on their
appointment and fees.
Internal Control
Based on review of the
effectiveness of the internal
controls and the procedures
established for identifying,
assessing and managing risks,
the Committee is of the view
that adequate controls and
procedures are in place to
provide reasonable assurance
that the company's assets are
safeguarded and that the
financial position of the
Companies is adequately
managed.
Recommendation
The Audit Committee
recommended to the Board of
Directors that M/s. S F Ahmed &
Co., Chartered Accountants be
appointed as auditors for the
financial year ending December
31, 2012 subject to the approval
of the members at the 32nd
Annual General Meeting of the
Company.
On behalf of the Audit
Committee
C. K. Hyder
Chairman of the Audit
Committee
March 07, 2012
Audit Committee Report 13
Directors' Responsibilities for Financial Statements 14
The Directors are responsible for preparing
the annual report and financial statements in
accordance with the Companies Act 1994,
Securities and Exchange Commission Rules
1987, Bangladesh Financial Reporting
Standards (BFRS) and other applicable laws
and regulations.
The Companies Act 1994 requires
Directors to ensure that the Company keeps
proper books of accounts of all transactions
and prepare financial statements that give a
true and fair view of the state of the
company's affairs and of the profit for the
year.
The Directors are also required to ensure
that the financial statements have been
prepared and presented in accordance with
the International Accounting Standards (IAS)
and BFRS as applicable in Bangladesh and
provide the information required by the
Companies Act 1994, Securities and Exchange
Ordinance 1969, Securities and Exchange
Commission Rules 1987 and the regulations
of the Dhaka/ Chittagong Stock Exchanges.
They are also responsible for taking
reasonable measures to safeguard the assets
of the Company, and in that context to have
proper regard to the establishment of
appropriate systems of internal control with
a view to the prevention and detection of
fraud and other irregularities.
The Directors are of the view that these
financial statements have been prepared
under the generally accepted accounting
principles and in accordance with the
Bangladesh Accounting Standards as laid
down by the Institute of Chartered
Accountants of Bangladesh.
The Directors endeavor to ensure that
the Company maintains sufficient records to
be able to disclose, with reasonable accuracy,
the financial position of the Company and to
be able to ensure that the financial
statements of the Company meet with the
requirements of the Companies Act,
Bangladesh Accounting Standards and the
regulations of the Dhaka/Chittagong Stock
Exchanges.
The Directors have a reasonable
expectation, after making enquiries and
following a review of the Company's plan for
the ensuing year including cash flows and
borrowing facilities, that the Company has
adequate resources to continue in
operational existence for the foreseeable
future, and therefore has continued to adopt
the going concern basis in preparing the
Accounts.
Messrs. Rahman Rahman
Huq the Auditors to the
Company, have examined the
financial statements made
available by the Board of
Directors together with all
relevant financial records,
related data, minutes of
shareholders and Directors
meetings and express their
opinion in their report in page
46 of the Annual Report.
By order of the Board
Singer Bangladesh Ltd.
A. M . Hamim Rahmatullah
Managing Director
Mohammad Sanaullah
Company Secretary
Financial Reports
Interim Financial Statements to
SEC, Dhaka & Chittagong Stock
For the Three Months ended 31 March 2011 (unaudited)
For the Nine Months ended 30 September 2011 (unaudited)
April 2011
October 2011
Annual Report 2010 - Published
10th April 2011
Thirty First Annual General Meeting
27th April 2011
Dividend Paid
10th May 2011
Auditors Report 46
Statement of Financial Position 47
Statement of Comprehensive Income 48
Statement of Changes in Equity 49
Statement of Cash Flows 50
Notes to the Financial Statements 51
Financial Calendar 2011
Annual Report & Annual General Meeting
Annual Report 2011 Approved
7th March 2012
Proposed Financial Calendar - 2012/13
For the Three Months ending 31 March 2012 (unaudited)
For the Nine Months ending 30 September 2012 (unaudited)
For the Half Year ended 30 June 2012 (unaudited)
Thirty Third Annual General Meeting
April 2012
July 2012
October 2012
May 2013
Thirty Second Annual General Meeting
Dividend Payable
30th April 2012
May 2012
For the Half Year ended 30 June 2011 (unaudited)
July 2011
Exchange
Auditors Report to the Shareholders of
Singer Bangladesh Limited
Introduction
We have audited the accompanying financial
statements of Singer Bangladesh Limited,
which comprise the statement of financial
position as at 31 December 2011, and the
statement of comprehensive income,
statement of changes in equity and
statement of cash flows for the year then
ended, and a summary of significant
accounting policies and other explanatory
notes.
Management's responsibility for the
financial statements
Management is responsible for the
preparation and fair presentation of these
financial statements in accordance with
Bangladesh Financial Reporting Standards
(BFRS), the Companies Act 1994, the
Securities and Exchange Rules 1987 and
other applicable laws and regulations. This
responsibility includes: designing,
implementing and maintaining internal
control relevant to the preparation and fair
presentation of financial statements that are
free from material misstatements, whether
due to fraud or error; selecting and applying
appropriate accounting policies; and making
accounting estimates that are reasonable in
the circumstances.
Auditors' responsibility
Our responsibility is to express an opinion on
these financial statements based on our
audit. We conducted our audit in accordance
with Bangladesh Standards on Auditing
(BSA). Those standards require that we
comply with relevant ethical requirements
and plan and perform the audit to obtain
reasonable assurance whether the financial
statements are free from material
misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts and
disclosures in the financial statements. The
procedures selected depend on the auditor's
judgement, including the assessment of the
risks of material misstatement of the
financial statements, whether due to fraud or
error. In making those risk assessments, we
consider internal control relevant to the
entity's preparation and fair presentation of
the financial statements in order to design
audit procedures that are appropriate in the
circumstances, but not for the purpose of
expressing an opinion on the effectiveness of
the entity's internal control. An audit also
includes evaluating the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
made by management, as well as evaluating
the overall presentation of the financial
statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements,
prepared in accordance with Bangladesh
Financial Reporting Standards (BFRS), give a
true and fair view of the state of the
company's affairs as at 31 December 2011 and
of the results of its operations and cash flows
for the year then ended and comply with the
Companies Act 1994, the Securities and
Exchange Rules 1987 and other applicable
laws and regulations.
We also report that:
a) we have obtained all the information
and explanations which to the best of
our knowledge and belief were
necessary for the purposes of our audit
and made due verification thereof;
b) in our opinion, proper books of
account as required by law have been
kept by the company so
far as it appeared from
our examination of these
books;
c) the statement of financial
position (balance sheet)
and statement of
comprehensive income
(profit and loss account)
dealt with by the report
are in agreement with the
books of account and
returns; and
d) the expenditure incurred
was for the purposes of
the company's business.
Dhaka, 07 MAR 2012
2011 2010
Notes Taka Taka
Assets
Non-current assets:
Property, plant and equipment 4 656,767,145 655,887,492
Investment 5 1,569,450 4,416,700
Total non-current assets 658,336,595 660,304,192
Current assets:
Inventories 6 1,392,109,377 1,009,211,317
Trade and other receivables 7 740,479,176 542,510,111
Advances, deposits and prepayments 8 175,350,792 157,878,215
Investment in short term deposit 9 - 267,000,000
Cash and cash equivalents 10 713,989,139 1,482,168,592
Total current assets 3,021,928,484 3,458,768,235
Total assets 3,680,265,079 4,119,072,427
Equity and liabilities
Shareholders' equity:
Share capital 11 392,675,800 224,386,200
Reserves 12 277,815,538 292,851,005
Retained earnings 1,528,251,089 2,623,280,510
Total equity 2,198,742,427 3,140,517,715
Non-current liabilities:
Deferred tax 13 22,955,620 40,383,928
Retirement benefit obligations 14 62,191,000 43,506,411
Other liabilities 15 589,602,613 320,438,413
Total non-current liabilities 674,749,233 404,328,752
Current liabilities:
Trade and other payables 16 744,176,743 529,974,431
Short-term borrowings (secured) 17 27,185,528 3,281,569
Income tax payable, net 18 35,411,148 40,969,960
Total current liabilities 806,773,419 574,225,960
Total liabilities 1,481,522,652 978,554,712
Total equity and liabilities 3,680,265,079 4,119,072,427
The annexed notes 1 to 41 form an integral part of these financial statements.
For and on behalf of board of directors of Singer Bangladesh Limited.
Statement of Financial Position as at 31 December 2011
A. M. Hamim Rahmatullah Akhtar Imam Mohammad Sanaullah
Managing Director Director Company Secretary
As per our report of same date.
Dhaka, 07 MAR 2012 Auditors
Rahman Rahman Huq
16
2011 2010
Notes Taka Taka
Sales 5,308,963,530 4,693,875,115
Earned carrying charges 152,271,109 135,142,526
Turnover 19 5,461,234,639 4,829,017,641
Cost of sales 20 (4,060,019,636) (3,597,485,580)
Gross profit 1,401,215,003 1,231,532,061
Operating expenses 21 (898,182,625) (733,357,461)
Profit from operations 503,032,378 498,174,600
Interest income/(expense) 22 47,116,813 2,181,148
Non-operating income 23 4,273,600 1,886,310,272
Profit for the year 554,422,791 2,386,666,020
Contribution to Workers' Profit Participation Fund (WPPF) 24 (27,721,140) (119,333,301)
Profit before tax 526,701,651 2,267,332,719
Provision for tax 25 (127,104,909) (293,572,361)
Net profit for the year 399,596,742 1,973,760,358
Other comprehensive income:
Gain on revaluation of property, plant and equipment - 153,242,751
Total comprehensive income 399,596,742 2,127,003,109
Earnings per share 32 10.18 50.26
Basic earnings per share (par value Tk 10)
The annexed notes 1 to 41 form an integral part of these financial statements.
For and on behalf of board of directors of Singer Bangladesh Limited.
17
Statement of Comprehensive Income for the Year Ended 31 December 2011
A. M. Hamim Rahmatullah Akhtar Imam Mohammad Sanaullah
Managing Director Director Company Secretary
As per our report of same date.
Dhaka, 7 MAR 2012 Auditors
Rahman Rahman Huq
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2011 2010
Taka Taka
Cash flow from operating activities
Receipts from turnover and other income 5,277,096,378 4,721,264,086
Payments for supply of goods and services (5,001,252,171) (4,570,384,567)
Interest received on deposits 45,204,477 1,081,148
Payments to WPPF (119,333,301) (22,278,286)
Income tax paid (145,146,809) (98,775,903)
56,568,574 30,906,478
Cash flow from investing activities
Purchase of property, plant and equipment (61,069,876) (36,473,903)
Investment in short term deposit 267,000,000 (267,000,000)
Dividend received from investment in CDBL 200,000 100,000
Receipts from disposal of share of associate 2,847,250 2,048,607,518
Proceeds from sale of property, plant and equipment 25,000 1,565,459
209,002,374 1,746,799,074
Cash flow from financing activities
Payment of long term loan - (80,202,477)
Payment of short term loan 23,903,959 (231,163,034)
Payment of dividend (1,057,654,360) (53,786,908)
(1,033,750,401) (365,152,419)
Net (decrease)/increase in cash during the year (768,179,453) 1,412,553,133
Opening cash and cash equivalents 1,482,168,592 69,615,459
Closing cash and cash equivalents 713,989,139 1,482,168,592
Statement of Cash Flows for the Year Ended 31 December 2011
19
Notes to the Financial Statements as at and for the Year Ended 31 December 2011
1. Reporting entity
1.1 Company profile
Singer Bangladesh Limited (the "Company") was incorporated as a private limited company on 4 September 1979
under Companies Act 1913. It was converted into a public limited company in 1983 when it offered its shares to the
public with the requisite permission from the Government. It has been a direct subsidiary of The Singer Bhold BV, The
Netherlands since 2003. The shares of the Company are publicly traded in Dhaka Stock Exchange Limited and
Chittagong Stock Exchange Limited. The address of the registered office of the company is 39 Dilkusha Commercial
Area, Dhaka-1000, Bangladesh.
1.2 Nature of business
Principal activities of the Company throughout the year were manufacturing of colour television, motor cycle, electric
cables and marketing of televisions, motor cycles, refrigerators, air-conditioners, sewing machines, electric cables and
other consumer electronics and household appliances.
2. Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared on going concern basis in accordance with Bangladesh Financial
Reporting Standards (BFRS), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable
laws and regulations.
2.2 Date of authorisation
The board of directors of the company has authorised these financial statements on 7 March 2012.
2.3 Basis of measurement
These financial statements have been prepared on going concern basis under the historical cost convention as
modified to include the revaluation of land and building under property, plant and equipment, initial recognition of
financial instruments at fair value and the gratuity scheme which was measured based on actuarial valuation.
2.4 Functional and presentational currency
These financial statements are presented in Bangladesh Taka (Taka/Tk), which is both functional and presentation
currency of the Company.
2.5 Use of estimates and judgments
The preparation of financial statements requires management to make judgments, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of
revision and future periods if the revision affects both current and future periods.
In particular, information about significant areas of estimation and judgments in applying accounting policies that
have the most significant effect on the amount recognised in the financial statements are described in the following
notes:
Note 6 Inventory valuation
Note 7.2 Bad debt provision
Note 13 Deferred tax
Note 16 Trade and other payables
Note 25 Provision for tax
2.6 Reporting period
The financial period of the Company covers one year from 1 January to 31 December.
3. Significant accounting policies
The accounting policies set out below have been applied consistently (otherwise as stated) to all periods presented in these
financial statements.
3.1 Foreign currency
Foreign currencies are converted into Taka at the rates ruling on the transaction dates. Monetary assets and liabilities
are reconverted at the rates prevailing at the end of the reporting period. Non-monetary assets and liabilities are
reported using the exchange rate at the date of transaction. Differences arising on conversion are charged or credited
to the statement of comprehensive income.
3.2 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
3.2.1 Financial assets
The company initially recognises receivables and deposits on the date that they are originated. All other
financial assets are recognised initially on the date at which the company becomes a party to the contractual
provisions of the transaction.
The company derecognises a financial asset when the contractual rights or probabilities of receiving the cash
flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial
asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are
transferred.
Financial assets include cash and cash equivalents, accounts receivable, and long term receivables and
deposits.
(a) Trade and other receivables
Trade and other receivables represent the amounts due from customers of hire sale, credit sale and also
includes receivable from employees and others. Accounts receivables are stated net of bad debt provision
and unearned carrying charges.
(b) Cash and cash equivalents
Cash and cash equivalents comprise cash balances both in hand and at bank, cash in transit and fixed
deposits with original maturities of three months or less.
3.2.2 Financial Liability
The company initially recognises debt securities issued and subordinated liabilities on the date that they are
originated. All other financial liabilities are recognised initially on the transaction date at which the company
becomes a party to the contractual provisions of the liability.
The company derecognises a financial liability when its contractual obligations are discharged, cancelled or
expired.
Financial liabilities include finance lease obligations, loans and borrowings, accounts payables and other
payables.
(a) Payables
The company recognises a financial liability when its contractual obligations arising from past events are
certain and the settlement of which is expected to result in an outflow from the company of resources
embodying economic benefits.
3.3 Property, plant and equipment
3.3.1 Recognition and measurement
Items of property, plant and equipment, excluding land and building, are measured at cost less accumulated
depreciation and accumulated impairment losses, if any. Land and building are measured at revalued
amount. The cost of an item of property, plant and equipment comprises its purchase price, import duties
and non-refundable taxes (after deducting trade discount and rebates) and any costs directly attributable to
bringing the assets to the location and condition necessary for it to be capable of operating in the intended
manner.
3.3.2 Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount
of the item if it is probable that the future economic benefits embodied within the part will flow to the
Company and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and
equipment are recognised in the statement of comprehensive income as incurred.
3.3.3 Depreciation
Singer Bangladesh Limited uses the reducing balance method to depreciate each item of property, plant
and equipment. Using this convention, full year depreciation is charged when the asset is placed in service
regardless of which month the asset is placed in service. In case of disposals, no depreciation is charged
during the year of its disposal.
No depreciation is charged on land and capital work in progress. The rates of depreciation, applied on
reducing balance method, for the current and comparative years are as follows:
2011 2010
Building-Office 10% 10%
Building-Factory 20% 20%
Leasehold improvements 10% 10%
Plant and machinery 20% 20%
Motor vehicles 20% 20%
Furniture and fixtures 10% 10%
Equipment and tools 20% 20%
3.4 Investment
Investment represents investment in Central Depository Bangladesh Ltd. (CDBL). It is recorded at cost which
represents insignificant holding.
3.5 Inventories
Inventories are measured at lower of cost and estimated net realisable value. The cost of inventories is measured by
using weighted average cost formula and includes expenditure incurred for acquiring the inventories, production or
conversion costs and other costs in bringing them to their existing location and condition. Net realisable value is the
estimated selling price in the ordinary course of business less the estimated cost of completion and selling expenses.
Inventories consist of raw materials, work-in-process and finished goods.
3.6 Impairment
The carrying value of the Company's assets other than inventories, are reviewed at each balance sheet date to
determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount
is estimated. An impairment loss is recognised whenever the carrying amount of the asset or its cash-generating unit
exceeds its recoverable amount. Impairment losses, if any, are recognised in the statement of comprehensive income.
3.7 Trade receivables
Trade and other receivables are initially recognised at nominal value which is the fair value of the consideration given
in return. After initial recognition these are carried at nominal value less impairment losses due to uncollectibility of
any amount so recognised.
3.8 Investment in short term deposit:
Investment in short term deposit comprises fixed deposit with bank maturity of six months and over.
3.9 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank and cash in transit. It also includes fixed deposit with
bank maturity of which is not more than three months.
3.10 Provisions
A provision is recognised in the statement of financial position when the Company has a legal or constructive
obligation as a result of past event, it is probable that an outflow of economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
3.10.1 Royalty
Royalty is payable to the Singer Asia Limited @ 6% on the net invoice price of sale of audio-video sets
(television only), electric cables and @ 4% on motor cycles assembled and manufactured in Bangladesh.
3.10.2 Warranty costs
These are recognised based on actual units sold multiplied by standard unit cost worked out on the average
of last three years' actual warranty costs.
3.11 Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the statement of
comprehensive income.
3.11.1 Current tax
The company qualifies as a Publicly Traded Company. The applicable tax rate for the company is 27.5%.
However, the effective rate of taxation is 24.75% considering 10% tax rebate for declaring dividend of more
than 20% of the paid up capital. Provision for taxation has been made on this basis which is compliant with
the Finance Act 2011.
3.11.2 Deferred tax
Deferred tax is recognised using the balance sheet method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation
purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been enacted or substantively enacted by the
reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the
same taxable entity. The deferred tax asset/income or liability/expense does not create a legal obligation to,
or recoverability from, the income tax authority.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the deductible temporary difference can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
3.12 Workers' profit participation fund (WPPF)
The Company provides 5% of its profit before tax before charging such expense as WPPF in accordance with The
Bangladesh Labour Act, 2006.
3.13 Employee benefit
The Company maintains both defined contribution plan (provident fund) and defined benefit plan (gratuity fund) for
its eligible permanent employees. The eligibility is determined according to the terms and conditions set forth in the
respective trust deeds.
3.13.1 Defined contribution plan (provident fund)
Defined contribution plan is a post employment benefit plan under which the Company provides benefits
for all of its permanent employees. The recognised Employees' Provident Fund is being considered as
defined contribution plan as it meets the recognition criteria specified for this purpose. All permanent
employees contribute 12.5% of their basic salary to the provident fund and the Company also makes equal
contribution. This fund is recognised by the National Board of Revenue (NBR).
The company recognises contribution to defined contribution plan as an expense when an employee has
rendered required services. The legal and constructive obligation is limited to the amount it agrees to
contribute to the fund. Obligations are created when they are due.
3.13.2 Defined benefit plan (gratuity)
Defined benefit plan is a retirement benefit plan under which amounts to be paid as retirement benefits are
determined by reference to employees' earnings and/or years of service. The Employees' Gratuity Fund is
being considered as defined benefit plan as it meets the recognition criteria. Company operates an
unfunded gratuity scheme for its permanent employees, under which an employee is entitled to the benefits
depending on the length of services and last drawn basic salary.
Projected Unit Credit method is used to measure the present value of defined benefit obligations and
related current and past service cost and mutually compatible actuarial assumptions about demographic and
financial variables are used.
3.13.3 Short-term employee benefits
This relates to leave encashment and is measured on an undiscounted basis and expensed as the related
service is provided. Provision is made for the amount of annual leave encashment based on the latest basic
salary. This benefit is applicable for employees as per service rule.
3.14 Revenue recognition
3.14.1 Hire sale
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net
of returns and allowances and trade discounts. Revenue is recognised when significant risks and rewards of
ownership have been transferred to the buyer, recovery of consideration is probable, the associated costs
and possible return of goods can be estimated reliably, there is no continuing management involvement
with the goods, and the amount of revenue can be measured reliably. This usually occurs at the time of
delivery of goods along with invoice.
Accordingly, revenue ordinarily is recognised at the time a transaction is completed. The charge to cover
interest on unrealised instalments are taken to income as earned carrying charges after the instalments are
received/collected.
3.14.2 Cable
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net
of returns and allowances and trade discounts. Such revenue is recognised when cables are delivered to
dealers and customers.
3.14.3 Extended warranty
Revenue from the sale of separately priced extended warranty and product maintenance contracts is
deferred and generally recognised in income on a straight-line basis. Costs that are directly related to the
acquisition of those contracts are deferred and charged to expense in proportion to the revenue recognised.
3.15 Finance expenses
Finance expenses comprise interest expense on term loan, overdraft, and bank charges. Interest income from fixed
deposit and from saving or current account is net off with finance expenses. All finance expenses are recognised in
the profit and loss account.
3.16 Earnings per share
The company presents basic and diluted (when dilution is applicable) earnings per share (EPS) data for its ordinary
shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by
the weighted average number of ordinary shares during the period, adjusted for the effect of change in number of
shares for bonus issue and share split. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential
ordinary shares. However, dilution of EPS is not applicable for these financial statements as there was no dilutive
potential ordinary shares during the relevant periods.
3.17 Segment reporting
A segment is a distinguishable component of the entity that is engaged in providing products within a particular
economic environment which is subject to risks and rewards that are different from those of other segments. The
entity's primary format for segment reporting is based on business segments. The business segments i.e.
Appliance/Electronics and Cables, are determined based on entity's management and internal reporting structure.
3.18 Cash flow statement
Cash flows from operating activities have been presented under direct method.
3.19 Events after the reporting period
Events after the reporting period are that provide additional information about the Company's position at the end of
the reporting period are reflected in the financial statements. Material events after the reporting period that are not
adjusting events are disclosed in the note 40.
4 Property, plant and equipment as at 31 December 2011
a) Cost
Cost Depreciation Written
Disposal/ Disposal/ down value
As at Addition transfer As at As at Charged transfer As at as at
1 January during during 31 December 1 January during during 31 December 31 December
Particulars 2011 the year the year 2011 2011 the year the year 2011 2011
Taka Taka Taka Taka Taka Taka Taka Taka Taka
Land 25,588,545 - - 25,588,545 - - - - 25,588,545
Building - Office 35,349,739 - - 35,349,739 16,310,953 1,903,879 - 18,214,832 17,134,907
Building - Factory 85,949,108 - - 85,949,108 65,894,811 4,010,859 - 69,905,670 16,043,438
Leasehold improvements:
Office 13,893,773 - - 13,893,773 6,902,845 699,093 - 7,601,938 6,291,835
Shops 184,248,290 33,492,954 - 217,741,244 81,473,927 13,626,732 - 95,100,659 122,640,585
198,142,063 33,492,954 - 231,635,017 88,376,772 14,325,825 - 102,702,597 128,932,420
Plant and machinery 128,910,455 - (1,680,311) 127,230,144 93,323,725 7,056,269 (1,374,928) 99,005,066 28,225,078
Motor vehicles 49,126,948 21,605,500 (4,400,000) 66,332,448 30,393,559 7,949,666 (3,809,442) 34,533,783 31,798,665
Furniture and fixtures 19,105,839 282,051 - 19,387,890 8,820,903 1,056,699 - 9,877,602 9,510,288
Equipment and tools 109,232,746 6,376,333 (1,534,803) 114,074,276 64,061,333 10,230,558 (1,139,849) 73,152,042 40,922,234
651,405,443 61,756,838 (7,615,114) 705,547,167 367,182,056 46,533,755 (6,324,219) 407,391,592 298,155,575
Capital work in progress (Note 4.1) 36,203,217 42,158,681 (35,230,529) 43,131,369 - - - - 43,131,369
Sub-total (a) 687,608,660 103,915,519 (42,845,643) 748,678,536 367,182,056 46,533,755 (6,324,219) 407,391,592 341,286,944
b) Revaluation
Revaluation Depreciation Written
Land 221,771,455 - - 221,771,455 - - - - 221,771,455
Building 113,689,433 - - 113,689,433 - 19,980,687 - 19,980,687 93,708,746
Sub-total (b) 335,460,888 - - 335,460,888 - 19,980,687 - 19,980,687 315,480,201
The revaluation in 2010 was performed by Asian Surveyors Ltd following current cost accounting method.
Property, plant and equipment at cost and revaluation:
As at 31 December 2011 (a+b) 1,023,069,548 103,915,519 (42,845,643) 1,084,139,424 367,182,056 66,514,442 (6,324,219) 427,372,279 656,767,145
As at 31 December 2010 (note 4.2) 797,143,523 251,050,544 (25,124,519) 1,023,069,548 324,680,136 45,340,794 (2,838,874) 367,182,056 655,887,492
Depreciation charged during the year has been allocated to cost of sales (Note 20) and operating expenses (Note 21) of Tk. 31,590,265 and Tk.
34,924,178 respectively.
4.1 Capital work in progress
Transferred
Balance Addition to property, Balance
as at during plant and as at
1 Jan 2011 the year equipment 31 Dec 2011
Taka Taka Taka Taka
Leasehold improvements 1,052,461 26,214,455 (25,005,979) 2,260,937
Motor vehicles - 6,065,250 (6,065,250) -
Enterprise resource planning (hardware portion) 35,150,756 9,878,976 (4,159,300) 40,870,432
36,203,217 42,158,681 (35,230,529) 43,131,369
4.2 Property, plant and equipment as at 31 December 2010
a) Cost
Cost Depreciation Written
As at Addition transfer As at As at Charged transfer As at As at
Land 25,488,545 100,000 - 25,588,545 - - - - 25,588,545
Building - Office 35,349,739 - - 35,349,739 14,195,532 2,115,421 - 16,310,953 19,038,786
Building - Factory 85,949,108 - - 85,949,108 60,881,237 5,013,574 - 65,894,811 20,054,297
Leasehold improvements:
Office 13,454,136 439,637 - 13,893,773 6,126,075 776,770 - 6,902,845 6,990,928
Shops 166,873,504 17,374,786 - 184,248,290 70,054,553 11,419,374 - 81,473,927 102,774,363
180,327,640 17,814,423 - 198,142,063 76,180,628 12,196,144 - 88,376,772 109,765,291
Plant and machinery 128,910,455 - - 128,910,455 84,427,043 8,896,682 - 93,323,725 35,586,730
Motor vehicles 45,697,114 6,504,834 (3,075,000) 49,126,948 28,051,208 4,683,348 (2,340,997) 30,393,559 18,733,389
Furniture and fixtures 18,609,596 496,243 - 19,105,839 7,678,132 1,142,771 - 8,820,903 10,284,936
Equipment and tools 99,542,904 10,489,154 (799,312) 109,232,746 53,266,356 11,292,854 (497,877) 64,061,333 45,171,413
619,875,101 35,404,654 (3,874,312) 651,405,443 324,680,136 45,340,794 (2,838,874) 367,182,056 284,223,387

Capital work in progress (note 4.2.1) 35,133,967 22,319,457 (21,250,207) 36,203,217 - - - - 36,203,217
Sub-total (a) 655,009,068 57,724,111 (25,124,519) 687,608,660 324,680,136 45,340,794 (2,838,874) 367,182,056 320,426,604
b) Revaluation
Revaluation Depreciation Written
Land 142,134,455 79,637,000 - 221,771,455 - - - - 221,771,455
Building - 113,689,433 - 113,689,433 - - - - 113,689,433
Sub-total (b) 142,134,455 193,326,433 - 335,460,888 - - - - 335,460,888
Property, plant and equipment at cost and revaluation:
As at 31 December 2010 (a+b) 797,143,523 251,050,544 (25,124,519) 1,023,069,548 324,680,136 45,340,794 (2,838,874) 367,182,056 655,887,492

4.2.1 Capital work in progress
Transferred
Balance Addition to property, Balance
as at during plant and as at
1 Jan 2010 the year equipment 31 Dec 2010
Taka Taka Taka Taka
Leaseholds improvement 6,572,383 12,294,501 (17,814,423) 1,052,461
Equipment and tools - 3,435,784 (3,435,784) -
Enterprise resource planning (hardware portion) 28,561,584 6,589,172 - 35,150,756
35,133,967 22,319,457 (21,250,207) 36,203,217
5. Investment
Investment in Central Depository Bangladesh Ltd (CDBL) 1,569,450 4,416,700
1,569,450 4,416,700
During the year share premium amount (obtained earlier against issue of right shares) was refunded by CDBL as per directive
of SEC.
6. Inventories
Finished goods 1,019,073,391 882,376,107
Raw materials:
In hand 164,572,902 62,340,437
In transit 229,524,020 82,183,719
394,096,922 144,524,156
Work-in-process 15,100,844 13,433,906
1,428,271,157 1,040,334,169
Provision for obsolescence of inventories (36,161,780) (31,122,852)
1,392,109,377 1,009,211,317
In view of innumerable items of inventory and diversified units of measurement, it is not feasible to disclose quantities
against each item.
7. Trade and other receivables
Hire receivable from customers (Note 7.1) 913,598,346 716,824,382
Unearned carrying charges (235,985,134) (254,155,542)
677,613,212 462,668,840
Provision for doubtful debts (Note 7.2) (32,025,907) (22,634,044)
645,587,305 440,034,796
Add: Receivables from dealers 86,067,701 70,555,149
Trade receivables 8,935,852 14,595,997
76,866,673 71,655,911
Receivable from employees 6,966,788 5,589,687
Other receivables 16,898,410 27,129,717
740,479,176 542,510,111
7.1 (a) Ageing of accounts receivable (hire receivable)
Due within 3 months 387,837,368 293,082,959
Due over 3 months but within 6 months 301,398,413 232,928,588
Over 12 months 3,019,628 2,320,330
913,598,346 716,824,382
2011 2010
Taka Taka
2011 2010
Taka Taka
7.1 (b) Particulars of trade debtors
Secured - considered good:
Debts due within 6 months 689,235,781 503,377,503
Debts due over 6 months 192,336,658 190,812,835
881,572,439 694,190,338
Secured-considered doubtful: 32,025,907 22,634,044
i) Aggregate amount due by Managing and other Directors of the Company - -
ii) Aggregate amount due by managers and other staffs of the Company - -
iii) Aggregate amount due by associate undertakings - -
iv) Maximum amount of debts due by managers and other staff of the Company -
913,598,346 716,824,382
7.2 Provision for doubtful debts
Opening balance 38,029,279 35,071,360
Provision for the year 40,135,514 23,961,125
78,164,793 59,032,485
Written-off during the year (22,162,006) (21,003,206)
Closing balance 56,002,787 38,029,279
8. Advances, deposits and prepayments
Advances to:
Current accounts with shops 12,413,052 12,830,469
Car loan - employees 200,000 320,000
Employees against expenses 683,982 523,991
Advance to others (Note 8.1) 12,368,857 26,892,037
25,665,891 40,566,497
Deposits - Security deposits 19,821,594 11,528,251
Prepayments 129,863,307 105,783,467
175,350,792 157,878,215
8.1. Advance to others
L/C margins, charges and insurance against traded goods 12,365,106 26,887,685
Postage franking machine 3,751 4,352
12,368,857 26,892,037
9. Investment in short term deposit
Standard Chartered Bank - 89,000,000
Citibank, N.A. - 89,000,000
Commercial Bank of Ceylon Plc - 89,000,000
- 267,000,000
10. Cash and cash equivalents
Cash in hand 373,770 334,515
Cash at bank 59,203,973 122,413,515
Short term deposit 603,083,334 1,308,847,425
Cash in transit 51,328,062 50,573,137
713,989,139 1,482,168,592
11. Share capital
Authorised:
40,000,000 ordinary shares of Tk 10 each 400,000,000 400,000,000
Issued, subscribed and paid up:
25,670 ordinary shares of Tk 10 each issued for cash 256,700 256,700
102,580 ordinary shares of Tk 10 each issued for consideration other than cash 1,025,800 1,025,800
22,310,370 ordinary shares of Tk 10 each issued as fully paid up bonus shares 223,103,700 223,103,700
16,828,960 ordinary shares of Tk 10 each issued as fully paid up bonus shares 168,289,600 -
392,675,800 224,386,200
Shareholdings (number of shares):
Singer Bhold BV, The Netherlands 21,597,170 12,341,240
Singer Bhold BV, The Netherlands - Blocked shares 7,850,620 4,486,070
Local shareholders 9,819,790 5,611,310
39,267,580 22,438,620
Percentage and value of shareholdings:
Percentage of shareholdings Value in Taka
2011 2010 2011 2010
Singer Bhold BV, The Netherlands 55 55 215,971,700 123,412,400
Singer Bhold BV, The Netherlands
- (blocked share) 20 20 78,506,200 44,860,700
Local shareholders 25 25 98,197,900 56,113,100
100 100 392,675,800 224,386,200
Classification of shareholders by holding:
Number of holders Total holding (%)
Holdings 2011 2010 2011 2010

Less than 500 shares 9,280 8,371 3.78 11.28
500 to 5,000 shares 2,124 135 7.45 6.88
5,001 to 10,000 shares 122 5 2.13 1.60
10,001 to 20,000 shares 52 3 1.79 1.86
20,001 to 30,000 shares 16 - 0.98 -
30,001 to 40,000 shares 6 1 0.51 1.47
40,001 to 50,000 shares 7 1 0.78 1.91
50,001 to 100,000 shares 5 - 0.88 -
100,001 to 1,000,000 shares 9 1 6.70 20.00
Over 1,000,000 shares 2 1 75.00 55.00
11,623 8,518 100.00 100.00
11.1 The company has changed its nominal value of each ordinary share from Taka 100 to Taka 10 on 4 December 2011
following the directive of Securities and Exchange Commission. As a result, the number of shares has been increased
without changing the value. Comparative information has been rearranged accordingly.
12. Reserves
Non-remittable special capital reserve (Note 12.1) 370,178 370,178
Non-distributable special reserve (Note 12.2) 232,847 232,847
Revaluation reserve (Note 12.3) 259,021,571 274,057,038
Capital reserve (Note 12.4) 18,190,942 18,190,942
277,815,538 292,851,005
2011 2010
Taka Taka
12.1. Non-remittable special capital reserve
This represents profit after tax on sale of certain merchandise which, not being remittable as per directives of
Bangladesh Bank, is required to be retained under this reserve.
12.2. Non-distributable special reserve
This special reserve, created vide Bangladesh Bank Circular No. FE 27 dated 3 May 1987, represents 90% of post-tax
profit on sale of moveable fixed assets up to 1992. The requirement of continuing to maintain this reserve has
subsequently been withdrawn.
12.3. Revaluation reserve
This represents the difference between book value and revalued value of land and building. In 2010, all the freehold
lands and building of the company were revalued by independent professional valuers. In accordance with BAS 12, in
2011, a portion of revaluation reserve has been transferred to retained earnings relating to depreciation of revalued
building.
12.4. Capital reserve
This represents capital gain on disposal of factory land and building in Chittagong in 2003.
2011 2010
Taka Taka
13. Deferred tax
Deferred tax assets (Note 13.1) (39,857,737) (29,471,415)
Deferred tax liabilities (Note 13.2) 62,813,357 69,855,343
22,955,620 40,383,928
13.1. Deferred tax assets
Provision for bad debts (13,860,690) (9,412,247)
Reserve against inventory (8,708,879) (7,702,906)
Provision for gratuity (15,392,272) (10,767,836)
Reserve for warranty (1,895,896) (1,588,426)
(39,857,737) (29,471,415)
13.2. Deferred tax liabilities
Property, plant and equipment 6,354,724 8,451,490
Revaluation of freehold land and building (Note-13.3) 56,458,633 61,403,853
62,813,357 69,855,343
13.3 Changes of deferred tax for revaluation of freehold land and building is associated with release of deferred tax
relating to depreciation of building.
The amounts of deferred tax assets and liabilities have been netted off as permitted by BAS 12.
14. Retirement benefit obligations
Opening balance 43,506,411 41,094,369
63,398,334 49,844,369
Payments during the year (1,207,334) (6,337,958)
Closing balance 62,191,000 43,506,411
2011 2010
Taka Taka
15. Other liabilities
Current account (78) (78)
Dividend account:
Opening balance 319,958,501 306,500,291
Addition during the year 269,164,200 13,458,210
Closing balance 589,122,701 319,958,501
Blocked account 479,990 479,990
589,602,613 320,438,413
All the above balances are due to Singer Bhold B.V., The Netherlands - Blocked shares and not remittable as per directives of
Bangladesh Bank and will be utilised for such purposes as are considered appropriate and authorised.
As per directive of Bangladesh Bank, the balance of Taka 479,990 against the capital gain on sale of land created in the year
1990, is required to be shown under a blocked account.
16. Trade and other payables
Royalty (Note 3.10.1) 91,348,007 37,526,906
For supplies (Note 16.1) 179,323,800 67,026,625
For expenses (Note 16.2) 205,822,628 245,507,239
For other finance (Note 16.3) 267,682,308 179,913,661
744,176,743 529,974,431
16.1. For supplies
Accounts payable - trade 164,946,536 58,945,227
Construction of building/decoration etc. 1,641,521 2,521,750
Freight and carriage and technicians bills payable 12,735,743 5,559,648
179,323,800 67,026,625
16.2. For expenses
Advertisement and sales promotion 42,438,463 28,642,759
Workers' profit participation fund allocation 27,721,140 119,333,301
Performance awards 4,000,000 14,681,482
Warranty expenses 7,660,184 6,417,882
Interest on loan from provided fund - 2,200,000
Reserve for early closing of hire sales 78,154,169 37,738,522
Collecting commission 1,873,119 2,907,535
Car maintenance, telephone, etc 653,262 1,078,459
Selling commission 7,216,725 7,527,687
Professional and technical fees 1,775,000 1,637,000
Utilities 2,250,000 2,625,000
Audit fee - statutory 225,000 225,000
Salary and benefits 3,166,680 5,161,769
Provision against bank guarantee 12,974,214 -
Postage and stationery 685,351 61,865
Shop rent 15,029,321 15,268,978
205,822,628 245,507,239
2011 2010
Taka Taka
16.3 For other finance
Security deposits from agents and dealers 97,233,665 88,542,116
Employees provident fund 11,054,487 22,643,626
VAT payable - realised from customers 125,818,558 55,874,610
Withholding taxes 2,317,416 4,944,543
Extended warranty, etc. 3,930,846 5,589,670
Advance from customers 2,339,063 500,469
Others 5,451,232 1,780,226
Unclaimed dividend 19,537,041 38,401
267,682,308 179,913,661
17. Short-term borrowings - Secured
Bank overdrafts 27,185,528 3,281,569
27,185,528 3,281,569
These overdrafts are secured by collateralisation of hypothecation of Company's inventory, plant and machinery and
receivables.
18. Income tax payable, net
Opening balance 40,969,960 (259,467)
Payments during the year (145,146,809) (258,325,052)
(104,176,849) (258,584,519)
Adjustment for previous years (20,500,000) 29,625,995
Closing balance 35,411,148 40,969,960
The closing balance represents income tax payable, net of advance income tax (AIT) paid during the year.
19. Turnover
Refrigerator 2,975,764,798 2,375,955,495
Television 998,624,558 1,041,584,915
Motor cycle 56,138,331 60,256,501
Sewing machine 225,047,653 155,770,153
Air conditioner 377,536,251 371,560,754
Fan 6,181,520 64,954,273
Microwave and electric oven 70,265,818 48,321,079
IPS 126,178,492 179,849,598
Electric iron 7,793,868 11,292,395
Washing machine 39,912,765 17,205,734
Radio cassette recorder 32,499 251,676
DVD player 10,725,897 12,755,753
Kitchen appliances 8,544,488 9,834,245
Mobile phone - 95,991
Rice cooker 11,699,607 10,739,486
Pressure cooker 1,671,261 244,895
Voltage stabilizer 8,599,966 5,696,596
Gas burner 790,011 1,959,955
Computer 194,109,649 122,818,585
Electric kettle 1,355,935 4,048,681
Emergency light - 36,484
Vacuum cleaner 22,480 109,714
Water heater 1,403,535 1,462,375
Ceramic heater 25,330 384,586
Generator 81,982 186,049
Cables 327,961,400 320,317,802
Water purifier 10,332,559 -
Others 433,986 11,323,871
5,461,234,639 4,829,017,641
2011 2010
Taka Taka
20. Cost of Sales
Opening stock of raw materials 144,524,156 136,641,762
Purchased during the year 1,678,371,968 639,798,423
Closing stock of raw materials (394,096,921) (144,524,156)
Raw materials consumption (Note 20.1) 1,428,799,203 631,916,029
Depreciation (Note 4) 31,590,265 18,021,784
Factory salaries and wages 28,699,878 29,478,747
Freight and carriage 56,407,852 25,669,379
Consumable stores 2,980,909 3,633,369
Repairs and maintenance 2,476,075 2,005,244
Bonus 2,822,080 2,792,188
Employee benefits and recreation 2,204,578 3,185,126
Gratuity 1,163,596 1,950,000
Utilities 2,553,249 2,517,599
Conveyance and travelling 927,718 442,628
Contribution to provident fund 1,553,163 1,460,376
Rates and taxes 65,494 73,997
Fuel and car maintenance 1,336,336 1,024,233
Insurance 577,612 555,967
Stationery 56,563 21,413
Postage - 3,011
Miscellaneous expenses 25,719 44,256
135,441,087 92,879,317
Works cost (materials + manufacturing expenses) 1,564,240,290 724,795,346
Opening work-in-process 13,433,906 3,998,394
Closing work-in-process (15,100,844) (13,433,906)
Cost of production 1,562,573,352 715,359,834
Opening stock of finished goods (Note 20.2) 882,376,107 619,073,264
Purchase/production of finished goods 2,634,143,568 3,145,428,589
Closing stock of finished goods (Note 20.2) (1,019,073,391) (882,376,107)
Cost of sales 4,060,019,636 3,597,485,580
20.1. Raw materials consumption
Balance as at Balance as at
1 January Purchase during 31 December Consumption
2011 2011 2011 in 2011
Taka Taka Taka Taka
Imported
Television 27,536,146 354,573,433 37,757,266 344,352,313
Motor cycle 71,403 115,004,141 44,410,668 70,664,876
Cable 15,410,135 299,435,846 55,495,005 259,350,976
Others 82,183,719 884,431,372 229,524,019 737,091,072
125,201,403 1,653,444,792 367,186,958 1,411,459,237
Locally procured
Sewing machine 714,387 7,993,193 2,116,474 6,591,106
Television 15,472,502 6,401,707 20,812,319 1,061,890
Cable 3,135,864 10,532,276 3,981,170 9,686,970
19,322,753 24,927,176 26,909,963 17,339,966
144,524,156 1,678,371,968 394,096,921 1,428,799,203
2011 2010
Taka Taka
20.2. Closing stock of finished goods
Sewing machine and related parts 52,591,967 40,830,854
Refrigerator 326,250,754 487,863,689
Television 172,421,944 133,091,242
Washing machine 12,813,986 1,737,946
Motor cycle 53,646,160 14,080,793
Fan 12,176,582 20,711,485
Air-conditioner 81,250,473 15,032,323
Radio cassette recorder 2,051,165 2,089,281
Microwave and electric oven 15,366,236 9,945,864
Iron 1,677,287 527,928
IPS 120,809,395 51,845,308
Kitchen appliance 1,634,045 2,971,509
Voltage stabiliser 6,111,650 5,599,082
Electric kettle 776,472 642,294
Rice cooker 3,499,234 471,928
DVD player 5,457,402 7,196,685
Vacuum cleaner 161,090 196,889
Cable 54,349,324 28,711,774
Gas burner 3,864,348 798,196
Computer 52,914,338 36,071,707
Water heater 2,139,110 1,222,227
Ceramic heater 201,788 188,027
Dishwasher 168,713 296,477
Generator 3,478,925 3,100,512
Emergency light 705,430 192,276
Pressure cooker 2,144,622 3,208,680
Water purifier 12,412,851 -
Solar light 11,760,404 11,237,404
Others 6,237,696 2,513,729
1,019,073,391 882,376,107
21. Operating expenses
Advertisement and sales promotion 224,784,429 175,490,381
Shop operating expenses 143,903,707 125,452,638
Salaries and wages 128,202,445 110,281,794
Rent, tax and occupancy 91,353,463 74,610,265
Depreciation (Note 4) 34,924,178 27,319,008
Provision for bad and doubtful debts 40,135,514 23,961,125
Office administration 38,536,993 25,020,180
Selling and collecting commission 27,542,410 27,897,898
Travelling 17,948,786 15,172,931
Royalty (Notes 3.10.1 and 21.2) 53,821,101 37,526,906
Warranty 49,935,790 45,325,355
Directors' fee and remuneration (Note 21.1) 8,172,171 6,718,202
Repairs and maintenance 17,392,196 20,862,460
Bank charge 6,684,504 6,789,592
Insurance 4,538,143 4,279,361
Professional and technical fees and expenses (Note 21.3) 5,014,105 2,256,373
Fuel and car maintenance 2,888,698 2,592,795
Entertainment 1,715,993 1,358,769
Dues and subscription 463,000 216,429
Audit fee - statutory 225,000 225,000
898,182,625 733,357,461
2011 2010
Taka Taka
21.1. Directors' fee and remuneration
Remuneration 4,616,960 3,526,800
Retirement benefits 757,714 681,878
Leave fare, medical and welfare 1,413,097 1,235,526
` Housing 1,184,400 1,063,998
Directors' fees 200,000 210,000
8,172,171 6,718,202
21.2. Royalty
Audio-video sets (Television) 32,199,334 21,741,890
Motor cycle 1,944,083 2,975,928
Cable 19,677,684 12,809,088
53,821,101 37,526,906
21.3. Professional and technical fees and expenses
Legal and technical services 4,371,105 1,613,373
IFRS audit fees - Paid to statutory auditors 627,000 627,000
Audit fees for provident fund, WPPF, etc. 16,000 16,000
5,014,105 2,256,373
22. Interest income
Interest income 57,257,414 8,434,581
Interest on security deposits of shop managers, agents and others (9,076,355) (5,613,680)
Foreign exchange loss (1,064,246) (639,753)
47,116,813 2,181,148
23. Non-operating Income
Share of income of associate company (Note 23.1) - 85,901,196
Other income (Note 23.2) 4,273,600 1,800,409,076
4,273,600 1,886,310,272
23.1. Share of income of associate company
This represents proportionate income of the company where investments are made and not directly connected with
principal activities of the Company. The company has disposed off all the shares held in ILFSL as at 20 July 2010. This
only represents the share of income of associate company up to the date of disposal. The gain on disposal is classified
as other income in Note 23.2.
23.2. Other income
This represents following items of income from other operations, not directly connected with principal activities of
the Company:
Sale of scrapped inventories, etc. 5,539,495 5,340,302
Gain from disposal of shares of ILFSL - 1,794,538,752
Gain/(loss) on sale of discarded property, plant and equipment (Annexure 1) (1,265,242) 530,022
4,274,253 1,800,409,076
24. Contribution to Workers' Profit Participation Fund (WPPF)
Taka 27,721,140, being equivalent to 5% of current year's profit before taxation was allocated by the Company for transfer to
WPPF in conformity with the terms of section 234 of The Bangladesh Labour Act 2006.
2011 2010
Taka Taka
25. Provision for tax
Current tax provision for the year 160,087,997 269,928,484
Adjustment for previous years (20,500,000) 29,625,995
Deferred tax liabilities/(assets) for the year (12,483,088) (5,982,118)
127,104,909 293,572,361
27. Segment reporting
Segment information is presented in respect of company's business segments. The primary format, business segments, is
based on company's management and internal reporting structure. Singer Bangladesh Ltd comprises the following main
business segments:
Appliance/electronics:
Principal activities of appliance/electronics segment are to assemble colour television and motor cycles and marketing of
colour television, motor cycles, refrigerators, air conditioners, sewing machines and other consumer durables and household
appliances.
Cables:
It includes manufacturing of electric cables and marketing of various types of domestic and power cables.
Business Segments
2011 2010
Particulars Appliance/electronics Cables Consolidated Appliance/electronics Cables Consolidated
Taka Taka Taka Taka Taka Taka
Turnover:
Sales 4,981,002,130 327,961,400 5,308,963,530 4,373,557,313 320,317,802 4,693,875,115
Earned carrying charge 152,271,109 - 152,271,109 135,142,526 - 135,142,526
Total 5,133,273,239 327,961,400 5,461,234,639 4,508,699,839 320,317,802 4,829,017,641
Segment assets:
Inventories 1,261,142,053 131,941,712 1,393,083,765 948,519,638 60,691,679 1,009,211,317
Trade and other receivables 666,491,424 67,201,086 733,692,510 479,562,605 60,697,617 540,260,222
Other current assets 822,932,716 48,991,959 871,924,675 1,872,827,613 33,187,514 1,906,015,127
Total assets 2,750,566,193 248,134,757 2,998,700,950 3,300,909,856 154,576,810 3,455,486,666
Segment liabilities:
Term loan - - - - - -
Other non-current liabilities 651,793,613 - 651,793,613 376,190,617 - 376,190,617
Current liabilities 420,296,088 355,766,139 776,062,227 322,698,809 248,246,151 570,944,960
Total liabilities 1,072,089,701 355,766,139 1,427,855,840 698,889,426 248,246,151 947,135,577
Capital expenditure:
Property, plant and
equipment (at cost) 912,728,261 171,411,163 1,084,139,424 826,665,629 171,834,139 998,499,768
Accumulated depreciation (316,871,386) (110,500,892) (427,372,278) (234,429,042) (108,183,233) (342,612,275)
Written down value 595,856,875 60,910,271 656,767,146 592,236,587 63,650,906 655,887,493

2011 2010
Taka Taka
28. Contingent Liabilities
Letters of credit
Particulars of contingent liabilities
(i) Letter of Credit 533,481,699 592,248,029
(ii) Claims against the Company not acknowledged as debts 6,756,587 6,756,587
(iii) Uncalled liability on partly paid shares/ arrears of fixed
cumulative dividends on preference shares - -
(iv) Aggregate amount of contracts for capital expenditure remaining
to be executed and not provided for - -
(v) Aggregate amount of any guarantees given by the company on
behalf of directors, managing directors, or other officers of
the company - -
(vi) Money for which the Company is contingently liable for any
guarantees given by banks 20,242,256 9,103,793
560,480,542 608,108,409
No credit facilities of general nature (other than trade credit in ordinary course of business) under any contract were
obtained or made available to the Company.
29. Capacity utilisation
Production capacity of various industrial units of the Company for the year 2011 was as under:
Under/(over)
Unit Capacity Production utilisation
Colour television Number 35,000 47,870 (12,870)
Motorcycle Number 7,000 1,374 5,626
Cables Meter 44,670,000 8,340,218 36,329,782
30. Number of employees
The number of employees engaged for the whole year or part thereof who received a total remuneration of Taka 36,000 and
above were 926 (2010: 799).
31. Remittance in foreign currency
The Company remitted the following amounts in foreign exchange during the year to Singer Bhold BV, The Netherlands, a
non-resident shareholder of the Company.
Taka Equivalent US$
Dividend, net for the year 2010 666,426,960 8,953,741
32. Earnings per share
32.1. Basic earnings per share
Earnings attributable to the ordinary shareholders (Taka) 399,596,742 1,973,760,358
Weighted average number of ordinary shares outstanding 39,267,580 39,267,580
Basic earnings per share (Taka) 10.18 50.26
32.1.1 The company has changed its nominal value of each ordinary share from Taka 100 to Taka 10 on 4 December
2011 to comply with the order of Securities and Exchange Commission. In addition to that, the company has
declared 75% stock dividend. Because the bonus issue was without consideration, it is treated as if it had
occurred before the beginning of 2010, the earliest period presented, as is the requirement of BAS 33:
Earnings per Share
32.2. Diluted earnings per share
No diluted earnings per share is required to be calculated for the year as there was no potentially dilutive potential
ordinary shares during the year.
33 Financial risk management
The company management has overall responsibility for the establishment and oversight of the company's risk management
framework. The company's risk management policies are established to identify and analyse the risks faced by the company,
to set appropriate risk limits and controls, and to monitor risks and adherence to limits. This note presents information about
the company's exposure to each of the above risks, the company's objectives, policies and processes for measuring and
managing risk, and the company's management of capital. The company has exposure to the following risks from its use of
financial instruments.
?Credit risks
?Liquidity risks
?Market risk
34 Credit risk
Credit risk is the risk of a financial loss to the company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the company's receivables from direct customers, dealers and other parties.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations
are performed for all customers requiring credit over a certain amount. The home appliance products are sold under hire
purchase agreements and the sale of cables is under the ordinary credit terms.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of
financial position.
34.1. Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit
risk at the reporting date was:
2011 2010
Taka Taka
Loans and receivables 740,479,176 542,510,111
Cash and cash equivalents 713,989,139 1,482,168,592
1,454,468,315 2,024,678,703
The maximum exposure to credit risk for loans and receivables at the reporting date by geographic region was:
Domestic 740,479,176 542,510,111
Other regions - -
740,479,176 542,510,111
The maximum exposure to credit risk for loans and receivables at the reporting date by type of counterparty was:
Wholesale customers 76,866,673 71,655,911
Retail customers 645,587,305 440,034,796
Other 18,025,198 30,819,404
740,479,176 542,510,111
34.2. Impairment loss
Trade receivable is assessed at each date of statement of financial position to determine whether there is objective
evidence that it is impaired. Trade receivable is impaired if objective evidence indicates that a loss event has occurred
after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash
flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, indications that a
debtor or issuer will enter bankruptcy, etc. Accordingly, 100% provision is made over the amount outstanding (after
considering security deposits) from customers, dealers and other debtors. For receivables from customers, dealers
and other debtors, bad debt provision is made after analyzing the recoverability of the amount from the concerned
parties. The provision for doubtful debts is written off when it is prove that the debts is not recoverable at all.
The aging of receivables at the reporting date was:
2011 2010
Gross Impairment Gross Impairment
Taka Taka Taka Taka
Not past due 860,291,991 - 712,825,196 -
Past due 0-30 days 42,568,131 - 34,367,589 -
Past due 31-120 days 69,223,145 (12,406,059) 53,016,055 (13,644,479)
Past due 121-365 days 35,818,997 (27,210,929) 29,254,716 (20,276,696)
More than one year 17,778,167 (16,385,799) 5,231,376 (4,108,104)
1,025,680,431 (56,002,787) 834,694,931 - (38,029,279)
The movement in the allowance for impairment in respect of receivables during the year was as follows:
2011 2010
Taka Taka
Balance at 1 January 38,029,279 35,071,360
Allowance recognised for the period 40,135,514 24,739,583
Allowance written off for the period (22,162,006) (21,781,664)
Reversal of allowance for the period - -
Balance at 31 December 56,002,787 38,029,279
35. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's
approach to managing liquidity (cash and cash equivalents) is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation. Typically, the Company ensures that it has sufficient cash and cash equivalents
to meet expected operational expenses, including financial obligations through preparation of the cash flow forecast
prepared based on the basis of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to
make the expected payment within due date. Moreover, the Company seeks to maintain short term lines of credit with
scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the
required payment. The requirement is determined in advance through cash flow projections and credit lines with banks are
negotiated accordingly.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
Carrying Contractual 6 months 6-12 More than
amount cash flows or less months 1-2 years 2-5 years 5 years
Taka Taka Taka Taka Taka Taka Taka
As at 31 December 2011
Non-derivative financial liabilities:
Bank overdraft 27,185,528 29,345,260 14,508,690 14,836,570 - - -
Trade and other payables 744,176,743 744,176,743 671,251,494 72,925,249 - - -
Derivative financial liabilities - - - - - - -
771,362,271 773,522,003 685,760,184 87,761,819 - - -
As at 31 December 2010
Non-derivative financial liabilities:
Bank overdraft 3,281,569 3,635,319 3,635,319 - - - -
Trade and other payables 529,974,431 529,974,431 492,447,525 37,526,906 - - -
Derivative financial liabilities - - - - - - -
533,256,000 533,609,750 496,082,844 37,526,906 - - -
36. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the
company's income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters.
The Company is exposed to normal business risks from changes in market interest rates and currency rates and from non-
performance of contractual obligations by counterparties. The Company does not hold or issue derivative financial
instruments for speculative business.
`36.1. Interest rate risk
Interest rate risk is the risk that future movements in market interest rates will affect the results of the Company's
operations and its cash flow because of some floating/variable loan interest rates. The Company is primarily exposed
to interest rate risk from its borrowings.
At the reporting date the interest rate profile of the Company's interest-bearing financial instruments was:
2011 2010
Taka Taka
Fixed rate instruments
Fixed rate deposits at financial institution - -
Fixed rate loans and receivable (net hire receivable) 677,613,212 462,668,840
Other fixed rate instruments (assets) - -
Financial assets 677,613,212 462,668,840
Fixed rate bank overdraft - -
Fixed rate loans - -
Fixed rate debentures - -
Fixed rate promissory notes - -
Lease liabilities - -
Other fixed rate liabilities - -
Financial liabilities - -
Variable rate instruments - -
Variable rate deposits at financial institution - -
Variable rate loans and receivable - -
Other variable rate instruments (assets) - -
Financial assets - -
Variable rate bank overdraft 27,185,528 3,281,569
Variable rate loans - -
Variable rate debentures - -
Variable rate promissory notes - -
Other variable rate liabilities 105,146,758 107,779,001
Financial liabilities 132,332,286 111,060,570
36.1.1 Cash flow sensitivity analysis for variable rate instruments 2011
A change of 200 basis points in interest rates for other variable rate liabilities which comprise the security
deposit from employees and shop managers, in 2011 would have increased/ (decreased) equity and profit or
loss by the amounts shown below. This analysis assumes that all other variables remain constant.
Profit or loss Equity
200 bp increase 200 bp decrease 200 bp increase 200 bp decrease
31 December 2011 Taka Taka Taka Taka
Other variable rate liabilities (543,711) 543,711 (543,711) 543,711
Cash flow sensitivity (543,711) 543,711 (543,711) 543,711
Cash flow sensitivity analysis for variable rate instruments 2010
A change of 100 basis points in interest rates for other variable rate liabilities which comprise the security
deposit from employees and shop managers, in 2010 would have increased/ (decreased) equity and profit or
loss by the amounts shown below. This analysis assumes that all other variables remain constant.
Other variable rate liabilities (538,895) 538,895 (538,895) 538,895
Cash flow sensitivity (538,895) 538,895 (538,895) 538,895
36.2. Foreign currency risk
The Company is exposed to foreign currency risk relating to purchases which are denominated in foreign currencies.
Other non recurring exposures consist of payable to IFS authority due to developing the ERP system of the company.
As at 31 December, the Company was exposed to foreign currency risk in respect of financial liabilities denominated in
the following currencies:
2011 2010
US Dollars US Dollars
Accounts payable trade 1,764,437 619,385
The following significant exchange rates are applied during the period:
Exchange rate as at
31 Dec 2011 31 Dec 2010
Taka Taka
US Dollar 81.97 70.75
36.2.1 Foreign exchange rate sensitivity analysis for foreign currency expenditures
Foreign exchange rate sensitivity is calculated on the basis of impact of change of 500 basis points in foreign
exchange rates. This analysis presents the probable weakening of Taka against US Dollar and the possibility
that the profit or loss and the equity would have increased (decreased) assuming all other variables, in
particular interest rates remain constant. As per current practice, foreign exchange rate sensitivity analysis is
done once at the end of the year. Result of the last assessment in 2011 is summarised below.
Expenditures denominated in USD (7,231,543) 7,231,543 (7,231,543) 7,231,543
Exchange rate sensitivity (7,231,543) 7,231,543 (7,231,543) 7,231,543
Expenditures denominated in USD (43,821) 43,821 (43,821) 43,821
Exchange rate sensitivity (43,821) 43,821 (43,821) 43,821
37. Determination of fair value
A number of the Companys accounting policies and disclosures require the determination of fair value, for both financial and
non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled,
between knowledgeable, willing parties in an arms length transaction. Fair values have been determined for measurement
and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions
made in determining fair values is disclosed in the notes specific to that asset or liability.
The fair value of all financial assets and liabilities is taken to approximate the carrying value.
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:
31 Dec 2011 31 Dec 2010
` Carrying Fair Carrying Fair
amount value amount value
Taka Taka Taka Taka
Assets carried at fair value
Available-for-sale financial assets - - - -
Financial assets designated at fair value
through profit or loss - - - -
Financial assets held for trading - - - -
Assets carried at amortised cost
Held-to-maturity investment - - - -
Loans and receivables 740,479,176 671,303,810 542,510,110 466,772,756
Cash and cash equivalents 713,989,139 713,989,139 1,482,168,592 1,482,168,592
1,454,468,315 1,385,292,949 2,024,678,702 1,948,941,348
Liabilities carried at fair value
Interest rate swaps used for hedges - - - -
Forward exchange contracts used for hedging - - - -
Liabilities carried at amortised cost
Secured bank loans - - - -
Trade and other payables 744,176,743 N/A* 529,974,431 N/A*
Bank overdraft 27,185,528 27,185,528 3,281,569 3,281,569
771,362,271 3,281,569 533,256,000 314,647,080
Interest rates used for determining fair value
The interest rates used to discount estimated cash flows, when applicable, are based on the government yield curve at the
reporting date plus an adequate credit spread, and were as follows:
2011 2010
From % To % From % To %
Derivatives - - - -
Receivable under hire purchase - - - -
Loans and borrowings - - - -
Finance lease liabilities - - - -
* Determination of fair value is not required as per the requirements of BFRS 7: Financial Instruments: Disclosures (ref: Para
29). However, fair value of such instruments is not however likely to be significantly different from the carrying amounts of
such instruments..
38. Capital management
Capital management refers to implementing policies and measures to maintain sufficient capital, assessing company's
internal capital adequacy to ensure company's operation as a going concern. Board of directors are charged with the
ultimate responsibility for maintaining a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. All major investment and operational decisions with exposure to certain amount
is evaluated and approved by the board. The Board of directors also monitor the return on capital, which the company
defines as result from operating activities divided by total shareholders equity. The Board of directors also monitor the level
of dividends to ordinary shareholders.
39. Related party transactions
39.1. Transactions with key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise)
of that entity.
In addition to their salaries, the entity provides non-cash benefits to key management personnel and also contributes
to post employment defined benefit plan and defined contribution plan on their behalf. Key management personnel
compensation as at 31 December comprised:
2011 2010
Taka Taka
Short term employee benefits 13,177,117 11,126,759
Post employment benefits - -
Termination benefits - -
Other long term benefits 757,714 686,600
Share based payments - -
13,934,831 11,813,359
39.2. Other related party transactions
Name of related parties Relationship Nature of transaction
Singer Bhold BV, Parent company Dividend payment 740,474,400 33,321,348
The Netherlands
Singer Asia Ltd. Subsidiary of Royalty payment - 36,298,537
ultimate parent
Singer Asia Sourcing Ltd. -do- Procurement of products 71,642,064 7,365,479
Singer India Ltd -do- Procurement of sewing - -
machine
39.3 Related party receivable/(payable)
Name of related parties Relationship Nature of transaction
Singer Asia Ltd. Subsidiary of Royalty payment (92,320,050) (37,526,906)
ultimate parent
Singer Asia Sourcing Ltd. -do- Procurement of products 258,257 258,257
40. Events after the reporting period
For the year 2011 the board has recommended a cash dividend @ 30% (i.e. Tk 3 per share) amounting to Tk 117,802,740 at the
board meeting held on 7 March 2012.
41. General
41.1. Figures in these notes and in the annexed financial statements have been rounded off to the nearest Taka.
41.2. These notes form an integral part of the annexed financial statements and accordingly are to be read in conjunction
therewith.
41.3. Comparative figures have been rearranged wherever necessary.
Provided to
Retired Executive.
ANNEXURE -1
Ref: Note 24.2
SINGER BANGLADESH LIMITED
Schedule of sale/adjustment of property, plant and equipment
Amounts in Taka
Year of Original Accumulated Net book Sale Mode of
Particulars purchase cost depreciation value value disposal
Taka Taka Taka Taka
Equipment
Printer 1993-2008 282,825 218,629 64,196 8,000 Negotiation
Computer 1992-2008 1,221,323 891,595 329,728 17,000 Negotiation
Vacuum Cleaner 100W-SANYO 1986 9,500 9,372 128 - Adjustment
Decorative Stand Fan C-162 1990 6,160 6,001 159 - Adjustment
Singer TV 20" 1994 14,995 14,252 743 - Adjustment
Meguro am-fm radio digimarscope, msw - m 7125 a 2002 1,473,360 1,205,589 267,771 - Adjustment
Leader variable attenuator, las-1575 - 42 2002 87,466 71,570 15,896 - Adjustment
Recorder/player for audio check 8013 md 2002 11,226 9,186 2,040 - Adjustment
Alignment if.kc.mc. 76kc, sw1. Sw2 - 8013 md 2002 11,226 9,186 2,040 - Adjustment
Aux reception recheck, aux/radio chk 8013 2002 11,226 9,186 2,040 - Adjustment
E.q check 8013 md 2002 11,226 9,186 2,040 - Adjustment
Mechanism test 8013 md 2002 11,226 9,186 2,040 - Adjustment
Recorder/player for audio check 8015 md 2002 12,671 10,368 2,303 - Adjustment
Alignment if.kc.mc. 76kc, sw1. Sw2 - 8015 md 2002 12,671 10,368 2,303 - Adjustment
Aux reception recheck, aux/radio chk 8015 2002 12,671 10,368 2,303 - Adjustment
E.q check 8015 md 2002 12,671 10,368 2,303 - Adjustment
Mechanism test 8015 md 2002 12,671 10,368 2,303 - Adjustment
Motor vehicle
Mercedes Benz car,2300cc Dha-Met-Bha-11-0672 2002 4,400,000 3,809,442 590,558 -
7,615,114 6,324,219 1,290,895 25,000
Less : Net book value 1,290,895
Loss on sale (1,265,895)
Salaries, Commission and other benefits
Income Tax, Duties & Value Added Tax
Interest & Bank Charges
Dividends to Shareholders
Depreciation
Retained Profits
2011
5
42
-1
21
1
31
2010
7
25
0
2
1
65
Statement of Value Added (%)
100
80
60
40
20
0
2011 2010
2011 2010
Taka Taka
Turnover - Gross 5,461,234,639 4,829,017,641
Other Income 4,273,600 1,886,310,259
5,465,508,239 6,715,327,900
Less: Cost of Materials & Services 517,696,980 3,660,548,290
Value Added 4,947,811,259 3,054,779,610
% %
Distribution of Value Added
To Employees and Dealers
Salaries, Commission and other Benefits 238,897,314 5% 208,784,511 7%
To Government
Income Taxes, Duties and Value Added Tax 2,101,698,531 42% 767,398,597 25%
To Banks and other Lenders
Interest & Bank Charges on Borrowing (45,204,477) -1% 5,708,442 0%
To Suppliers of Capital
Dividends to Shareholders 1,057,654,360 21% 53,786,908 2%
Retained for Reinvestment and Future Growth
Depreciation 66,514,442 1% 45,340,793 1%
Retained Profits 1,528,251,089 31% 1,973,760,359 65%
4,947,811,259 100% 3,054,779,610 100%
20
Statement of Value Added
21
A Decade in Perspective
Taka in Million
YEAR ENDED DECEMBER 31, 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
Trading Result
Turnover 5,461.23 4,829.02 4,391.26 4,436.13 3,556.41 2,547.87 1,708.74 1,396.22 1,269.80 1343.94
Operating Profit 503.03 498.17 414.29 357.48 255.62 200.72 100.57 106.77 156.44 173.54
Profit Before Tax 526.70 2,267.33 479.84 242.80 139.22 133.81 76.37 101.91 165.51 155.87
Taxation 127.10 293.57 83.05 62.80 37.40 17.16 27.90 22.54 36.22 22.13
Profit After Tax 399.60 1,973.76 396.79 180.00 101.82 116.65 48.41 79.37 129.28 136.87
Property, Plant & Equipment 656.77 655.89 472.46 483.49 327.07 304.73 167.01 130.79 118.12 140.82
Investment 1.57 4.42 328.58 345.13 84.75 86.00 34.84 34.84 33.84 33.84
Deffered Tax Assets 0.00 0.00 0.00 0.00 7.69 10.18 0 0 0 0
Other Non-Current Assets 0.00 0.00 0.00 0.00 0.00 26.64 26.44 19.02 18.86 0
658.34 660.31 801.04 828.62 419.51 427.55 228.29 184.65 170.82 174.66
Current Assets 3,021.93 3,458.77 1,388.59 2,131.24 1,873.80 1,364.28 1,120.41 659.89 579.83 518.86
Current Liabilities 806.77 574.23 674.25 1,629.04 1,526.28 1,108.43 782.21 397.53 267.87 217.18
Net Current Assets 2,215.16 2,884.54 714.34 502.20 347.52 255.85 338.20 262.36 311.96 301.68
TOTAL ASSETS LESS CURRENT LIABILITIES 2,873.50 3,544.85 1,515.38 1,330.82 767.03 683.40 566.49 447.01 482.78 476.34
Term Loan 0.00 0.00 80.20 127.21 78.11 53.08 47.29 0 0 0
Other Liabilities 589.60 320.44 306.98 266.61 266.41 256.97 253.65 231.71 208.5 189.30
Deffered Tax Liabilities 22.95 40.38 6.28 4.91 0 0 0 0 0 0
Retirement Benefit Obligations/Gratuity 62.19 43.51 41.09 46.11 49.53 44.01 36.24 28.14 22.06 20.12
NET ASSETS 2,198.76 3,140.52 1,080.83 885.98 372.98 329.34 229.31 187.16 252.22 266.92
Share Capital and Reserve
Paid up Capital 392.68 224.39 224.39 224.39 166.21 166.21 166.21 166.21 166.21 166.21
Capital Reserve 18.79 18.79 18.56 18.56 18.19 18.19 18.19 18.19 18.19 19.32
Revaluation Reserve 259.02 274.06 120.81 120.81 26.98 26.98 26.98 0 0 0
Revenue Reserve 1,528.25 2,623.28 717.07 522.22 161.60 117.96 17.93 2.76 67.82 81.39
SHAREHOLDERS FUND 2,198.74 3,140.52 1,080.83 885.98 372.98 329.34 229.31 187.16 252.22 266.92
Financial Analysis
Profitability
Operating Profit to Turnover (%) 9.21 10.32 9.43 8.06 7.19 7.88 5.89 7.65 12.32 12.91
Net Income to Turnover (%) 7.32 40.87 9.04 4.06 2.86 4.58 2.83 5.68 10.18 10.18
Annual Sales Growth (%) 13.09 9.97 -1.01 24.74 39.58 49.11 22.38 9.96 -5.52 8.09
Earnings per Share - Taka 10.18 87.96 17.68 8.02 6.13 7.02 2.91 4.78 7.78 8.23
Net Assets per Share - Taka 55.99 139.96 48.17 39.48 22.44 19.81 13.80 11.26 15.17 16.06
Return on Average Net Assets (%) 13.91 55.68 26.18 13.53 13.27 17.07 8.55 17.76 26.78 28.73
Return on Shareholders' Equity (%) 18.17 62.85 36.71 20.32 27.30 35.42 21.11 42.41 51.26 51.28
Dividends
Amount - Taka 117.80 1,514.63 201.95 67.32 58.17 58.17 49.86 132.97 124.66 141.28
Rate (%) 30.00 675.00 90.00 30.00 35.00 35.00 30.00 80.00 75.00 85.00
Effective Dividend Rate (%) 29.48 76.74 50.90 37.40 57.13 49.87 103.00 167.53 96.42 103.22
Others
Market Price per Share at year end (Taka) 287.40 716.90 279.20 198.23 190.00 77.45 100.75 164.45 153.30 149.90
Market Capitalization 11,286 16,087 6,265 4,448 3,158 1,287 1,675 2,733 2,548 2,491
Price Earning Ratio (Times) 28.24 8.15 15.79 24.71 31.02 11.04 34.59 34.44 19.71 18.20
Current Ratio (Times) 3.75 6.02 2.06 1.31 1.23 1.23 1.43 1.66 2.16 2.39
Debt Equity Ratio (%) 37.74 19.57 70.38 198.78 430.15 352.68 361.74 212.40 106.20 81.37
No. of Shares
held
1 - 500
501 - 5000
5001 - 10000
10001 - 20000
20001 - 30000
30001 - 40000
40001 - 50000
50001 - 100000
100001 - 1000000
Over 1000000
Total
01 January 2011
No. of
Share-
holders
8,371
135
5
3
-
1
1
-
1
1
8,518
No. of
Shares
2,531,140
1,543,660
358,910
417,490
-
330,300
429,810
-
4,486,070
12,341,240
22,438,620
%
11.28
6.88
1.60
1.86
-
1.47
1.91
-
20.00
55.00
100
No. of
Share-
holders
-
-
-
-
-
-
-
-
-
2
2
No. of
Shares
-
-
-
-
-
-
-
-
-
29,447,790
29,447,790
%
-
-
-
-
-
-
-
-
-
75.00
75.00
No. of
Share-
holders
9,280
2,124
122
52
16
6
7
5
9
2
11,623
No. of
Shares
1,482,413
2,925,647
837,350
701,890
385,060
201,040
306,180
344,060
2,636,150
29,447,790
39,267,580
%
3.78
7.45
2.13
1.79
0.98
0.51
0.78
0.88
6.70
75.00
100.00
Resident
No. of
Share-
holders
9,280
2,124
122
52
16
6
7
5
9
-
11,621
No. of
Shares

1,482,413
2,925,647
837,350
701,890
385,060
201,040
306,180
344,060
2,636,150
-
9,819,790
%
3.78
7.45
2.13
1.79
0.98
0.51
0.78
0.88
6.70
-
25.00
Non- Resident Total
31 December 2011
Share Information
31 December 2010 31 December 2011
Categories of
Shares
Individuals
Institutions
No. of Shares
3,803,880
18,634,740
22,438,620
No. of Shareholders
8,238
280
8,518
No. of Shares
6,395,423
32,872,157
39,267,580
No. of Shareholders
11,299
324
11,623
4. Dividends
Cash Dividend (proposed) 30%
5. Market Value per Share
Highest during the year
Lowest during the year
Closing of the year
2011
Taka Date

283.00
717.00
792.00
209.00
287.40
840.00 16th March
12th December
29th December
2010
Taka
1. General
Authorised Share Capital : Tk. 400,000,000
Issued and Fully Paid Capital : Tk. 392,675,800
Class of Shares Ordinary Share of Tk. : Ordinary Shares of Tk. 10 each
Voting Rights : One vote per Ordinary Share
2. Stock Exchange Listing
The issued Ordinary Shares of Singer Bangladesh Limited are listed with the Dhaka and Chittagong Stock Exchanges Limited.
3. Distribution of Shareholdings - 31st December 2011
No. of Shareholders : 31st December 2011 - 11,623 nos. (31st December 2010 - 8,518 nos.)
Twenty Largest Shareholders as at 31st December 2011
2011 2010
Name No of Shares % No of Shares %
Singer Bhold B.V. 21,597,170 55.00 12,341,240 55.00
Singer Bhold B.V. (Blocked Shares) 7,850,620 20.00 4,486,070 20.00
Eastland Insurance Company Ltd 502,500 1.28 330,300 1.47
IFIC Bank Limited 461,050 1.17 - -
Investors Corporation Bangladesh (ICB) 459,740 1.17 429,810 1.92
ICB Unit Fund 326,320 0.83 198,920 0.89
Mr. Khurshid Alam 197,900 0.50 112,140 0.50
ICB Securities Trading Co. 197,410 0.50 - -
ICB Head Office (Investors Account) 145,790 0.37 - -
IBSL Stock Dealer Account 108,000 0.28 50,050 0.22
Uttara Finance - Portfolio A/c 74,420 0.19 - -
Delta Life Insurance Company. Ltd. 70,850 0.18 42,200 0.19
IDLC - Portfolio Account 70,030 0.18 31,650 0.14
TBIL IDA 69,560 0.18 - -
Mr. Abul Bashar Chy. 59,200 0.15 - -
Apex Investment Limited 49,650 0.13 - -
Mr. Md. Sirajul Haque 45,000 0.11 - -
Ms. Begum Shamstalat Khaleque 43,500 0.11 - -
ABIL - IDA 42,820 0.11 106,430 0.47
Mr. Mohammad Mohsin Chowdhury 42,000 0.11 -
ICB A/C. Nurun Nahar Begum 8,393 0.37 83,930 0.37
Md. Fakhrul Islam Sec. Ltd. 7,939 0.35 79,390 0.35
Mr.Anis Ahmed 7,605 0.34 76,050 0.34
Ms. Nasima Akter 2,515 0.31 25,150 0.31
Mr. Sk Yousuf Ali 4,750 0.21 47,500 0.21
Agrani Bank Ltd 4,545 0.20 45,450 0.20
ICB AMCL Unit Fund 3,930 0.18 39,300 0.18
Mr. Md. Wahiduzzaman 3,525 0.16 35,250 0.16
ICB Capital Management Ltd(IA) 3,253 0.14 32,530 0.14
The City Bank Ltd. 2,850 0.13 28,500 0.13
32,462,835 84.95 18,621,860 83.20
Others 6,804,745 15.05 3,816,760 16.80
Total : 39,267,580 100.00 22,438,620 100.00
Record of scrip issues
Year ended Issue Basis Share Capital
31st December No. of Shares Taka
1983 Prior to Public issue - 25,670 256,700
1983 Public Issue - 102,580 1,025,800
Total Issue - 128,250 1,282,500
1984 Bonus 1:1 128,250 1,282,500
1986 Bonus 5:3 153,900 1,539,000
1988 Bonus 1:1 410,400 4,104,000
1991 Bonus 1:1 820,800 8,208,000
1992 Bonus 1:1 1,641,600 16,416,000
1993 Bonus 2:1 1,641,600 16,416,000
1994 Bonus 2:1 2,462,400 24,624,000
1995 Bonus 2:1 3,693,600 36,936,000
1996 Bonus 2:1 5,540,400 55,404,000
2007 Bonus 20:7 5,817,420 58,174,200
2010 Bonus 4:3 16,828,960 168,289,600
Total No. of Shares 39,267,580 392,675,800
Accounting Policies
Specific principles, bases, conventions, rules and
practices adopted by an enterprise in preparing and
presenting financial statements.
Borrowings
All interests bearing liabilities.
Capital/Revaluation Reserves
Reserves identified for specific purposes and
considered not available for distribution.
Contingents Liabilities
Conditions or situations at the Balance Sheet date the
financial effect of which are to be determined by
future events which may or may not occur.
Current Ratio
Current Assets divided by Current Liabilities. A
measure of liquidity.
Deferred Taxation
The net tax effect on items which have been included
in the Statement of Income, which would only qualify
for inclusion on a tax return at a future date.
Debt Equity Ratio
Current plus long term liabilities divided by average
shareholders fund.
Effective Dividend Rate/Dividend Cover
Profit attributable to ordinary Shareholders divided by
gross dividend. Measures the number of times
dividend is covered by distributable profit.
Earnings per share
Profit attributable to ordinary shareholders divided by
the weighted average number of ordinary shares in
issue.
Equity
Shareholders' fund.
Gearing
Proportion of borrowings to capital employed.
Gross Dividend
Portion of profits inclusive of tax withheld, distributed
to shareholders.
Interest Cover
Profit before tax plus net finance cost divided by net
finance cost. Measure of an entity's debt service
ability.
Market Capitalization
Number of Shares in issue multiplied by the market
value of a share at the reported date.
Net Assets per Share
Shareholders' equity divided by the weighted average
number of ordinary shares in issue. A basis of share
valuation.
Price Earnings Ratio
Market price of a share divided by earnings per share
as reported at the date.
Return on Average Net Assets
Attributable profits divided by average assets.
Revenue Reserves
Reserves considered as being available for
distributions and investments.
Value addition
The quantum of wealth generated by the activities of
the Company measured as the difference between
turnover and the cost of materials and services bought
in.
Working Capital
Capital required to finance the day-to-day operations
computed as the excess of current assets over current
liabilities.
Glossary of Financial Terms
Notice of Annual General Meeting
nd
Notice is hereby given that the 32 Annual General Meeting of Singer Bangladesh Limited will be held on
Monday, April 30, 2012 at 10.00 a.m. at the Trust Milonayaton, Shaheed Jahangir Gate, 545 Old Airport Road,
Dhaka Cantonment, Dhaka -1206 to transact the following business.
AGENDA
1. To receive and adopt the Directors' and Auditors' Report and the Audited Accounts of the Company
for the year ended December 31, 2011.
2. To declare Dividend for the year ended December 31, 2011.
3. To elect Directors.
4. To appoint Auditors and to fix their remuneration.
By Order of the Board

Mohammad Sanaullah Registered Office
Company Secretary 39, Dilkusha C/A
March 18, 2012 Dhaka-1000.
Notes:
lMarch 20, 2012 is the record date. Shareholders whose names will appear in the Members' Register of the Company or in the
Depository Register on that date will be eligible to attend the Annual General Meeting and receive dividend.
lA member entitled to attend and vote at the Annual General Meeting may appoint a proxy in his stead. The proxy form, duly
stamped with a revenue stamp of Tk. 10 must be deposited at the Registered Office of the Company not later than 48 hours
before the meeting.
lAdmission to the hall will be only on production of the attendance slip sent with the notice.
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SINGER BANGLADESH LIMITED
Proxy Form
I/We .......................................................................................................................................................................
of ...........................................................................................................................................................................
being a Member of Singer Bangladesh Limited, hereby appoint
Mr./Ms. ...................................................................................................................................................................
of ............................................................................................................................................................................
nd
as my proxy in my/our absence to attend and vote for me/us and on my/our behalf at the 32 Annual General
Meeting of the Company to be held on April 30, 2012 and at any adjournment thereof.
As witness my hand this ............................................................................................................. Day of April 2012
Signature of Proxy ..................................................................................................................................................
Signature of Member ..............................................................................................................................................
Register Folio no./BO ID of Member
Attendance Slip
Name of Member ....................................................................................................................................................
Name of Proxy ........................................................................................................................................................
Register Folio No. /BO ID of Member
nd
I/we hereby record my/our presence at the 32 Annual General Meeting of Singer Bangladesh Limited on
Monday, April 30, 2012 at 10.00 a.m. at Trust Milonayaton, Shaheed Jahangir Gate, Old Airport Road, Dhaka
Cantonment, Dhaka-1206.
Signature of Member ...............................................
Signature of Proxy ...................................................
N. B. The Member attending the meeting is requested to mention the registered name and Folio no./BO ID on this
slip and present the same at the registration counter on or before 10.00 a.m.
Revenue
Stamp
of
Tk. 10.00
We,
the Singerians
Commit to
Our Shareholders
to be-
ETHICAL
COMMITTED
DETERMINED
FEARLESS
CHALLENGING
SUCCESSFUL
INTEGRITY
KNOWLEDGE
CHANGE
A Pioneer Retail and
Consumer Durables Company

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