Mar 31, 2015
Dear Members,
Your Directors have pleasure in presenting their Report on the business
and operations of the Company along with the audited financial
statements for the year ended March 31,2015.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your perusal:
(Rs. in Lakhs)
Financial Financial
Particulars Year Ended Year Ended
31st March, 31st March
2015 2014
Total Income 2006.16 1718.80
Expenditures other than Interest
Depreciation and Tax 1,847.63 1577.6
Earnings Before Interest
Depreciation and Tax (EBIDTA) 158.53 141.20
Interest and Finance charges 111.14 94.09
Depreciation 44.31 45.02
Profit before tax 3.08 2.09
Tax Expenses -12.74 0.98
Profit after Tax 15.82 1.11
Surplus Brought forward 343.02 341.91
Amount available for appropriation 307.84 343.02
Surplus/(deficit ) carried to
Balance sheet 307.84 343.02
REVIEW OF OPERATIONS
The total income of the Company during the financial year 2014-15
stands at Rs. 2006.16 Lakhs.
As against Rs 1718.80 lakhs in the previous financial year. The Company
during the financial year 2014-15 earned profit before tax of Rs. 3.08
Lakhs as against Rs. 2.09 Lakhs in the previous financial year.
The lower profitability of the Company during the financial year was,
inter alia, due to the low turnover which is the result of slow demand
in the market and high Inventory carrying costs.
Company is coming up with new plans, designs & strategies for greater
consumer acceptance of the company's products & increased profitability
in the near future.
No material changes have occurred since the date of the Balance sheet
and this report, which has any adverse effect on the working of the
Company.
Operations and Business Performance: Kindly also refer to Management
Discussion & Analysis and Corporate Governance Report which forms part
of this report.
DIVIDEND
In order to plough back profits for future requirements of funds of the
company, your Directors have not recommended any dividend for the year.
FIXED DEPOSITS
The Company has not accepted any public deposits during Fiscal 2015.
INSURANCE
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured.
LISTING PARTICULARS
Equity shares of the Company are listed on Bombay Stock Exchange. The
Company has paid the listing fees for the year 2015-16.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not made any investment and not given any loans and not
provided any security. The Company issued guarantee in favour of
Seasons Textiles Ltd to Canara Bank for working capital credit
facilities extended by Canara Bank to Seasons Textiles Ltd. to the
extent of Rs. 7,12,31,000/-
INSURANCE
All the properties including buildings, plant and machinery and stocks
have been adequately insured.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is furnished in form MGT - 9 in "Annexure
C" of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 30.9.2014 , the
members of the Company had appointed Mr. Kailash Chandra Mehra (DIN :
00128733) and Mr. Bishen Dass Bhagat (DIN : 03604991) were appointed as
Independent Directors w.e.f. 30.9.2014 for five consecutive years and
not liable to retire by rotation.
The Board of Directors in their meeting held on 6.2.15, and pursuant to
the recommendations of the Nomination and Remuneration Committee and
applicable provisions of the Companies Act, 2013 and Rules and the
Listing Agreement, appointed Ms Poonam Mehdiratta (DIN : 01964772) as
Woman Director (Additional Director) pursuant to the provisions of
Section 161 of the Companies Act, 2013 and the Articles of Association
of the Company to hold office up to the date of the next Annual General
Meeting.
The Board seeks the approval of members at the ensuing AGM for her
appointment as Women / Independent Director of the Company for a term
of 5 consecutive years pursuant to Section 149 and other applicable
provisions of the Companies Act, 2013 and the Rules made hereunder. She
is not liable to retire by rotation.
In the opinion of the Board, she fulfills the conditions specified in
the Companies Act, 2013 and rules made thereunder and Listing Agreement
for her appointment as an Independent Director of the Company and is
independent of the management. She is not related to any Director of
the Company.
In accordance with the provisions of the Act and the Company's Articles
of Association, Mr. Inderjeet Singh Wadhwa (DIN 00007009) retires by
rotation and is eligible for re-appointment.
Your Directors recommend their appointments / reappointment.
Necessary resolutions for the appointment / reappointment of aforesaid
directors have been included in the notice convening the ensuing AGM
and requisite details have been provided in the explanatory statement
of the notice of the ensuing AGM.
Brief resume of the directors proposed to be appointed/reappointed,
nature of expertise in specific functional areas and names of companies
in which the person hold directorships / membership, shareholding is
provided in Corporate Governance Report attached to this report.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as director in terms of Section
Section 164 of the Companies Act, 2013.
All the Independent Directors have given a declaration under
sub-section (7) of section 149 of the Companies Act, 2013 ("Act") that
they meet the criteria of independence as laid down under Section 149
(6) of the Act and Clause 49 of the listing agreement.
During the year, four Board Meetings were duly convened and held, the
details of which are given in the Corporate Governance Report. The gap
between meetings was within the period prescribed under the Companies
Act, 2013.
KEY MANAGERIAL PERSONNEL
Mr. Vineet Kumar Sharma has been appointed as Chief Financial Officer
of the Company with effect from 11.8.14.
Mr S.K.Sachdeva was appointed as C.S. on 31.5.14 and he joined his
duties on 11.7.14.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance and that of its statutory committees
viz. Audit Committee, Stakeholder Relationship Committee, Nomination
and Remuneration Committee and that of the individual directors. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board has adopted, on recommendation of the Nomination &
Remuneration Committee, a policy for selection and appointment of
Directors, Senior Management and their remuneration. A brief detail of
the policy is given in the Corporate Governance Report and also posted
on the website of the Company www.seasonsfurnishings.com
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and there are nomaterial departures;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
b) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis.
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultant(s) and the reviews performed by Management and the relevant
Board Committees, including the Audit Committee, the Board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
and Analysis Report is given in "Annexure D" to this Report. A separate
report on Corporate Governance and a certificate from the Practising
Company Secretary regarding compliance of the conditions of Corporate
Governance are annexed to this Report as "Annexure E".
PARTICULARS OF EMPLOYEES
The Information as per Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report as
"Annexure F".
Information as per Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 : NIL As per the
provisions of Section 136 of the Act, the report and accounts are being
sent to the Members and others entitled thereto.
Full version of the Annual Report 2014-15 containing complete Balance
Sheet, Statement of Profit & Loss, other statements and notes thereto,
including Directors' Report, Management Discussion and Analysis,
Corporate Governance Report are being sent via email to all
shareholders who have provided their email address(es).
Full version of Annual Report 2014-15 is also available for inspection
at the registered office of the Company during working hours upto the
date of ensuing Annual General Meeting (AGM). It is also available at
the Company's website.
STATUTORY AUDITORS AND THEIR REPORT
In the last Annual General Meeting (AGM) held on 30.9. 2014, M/s. Anuj
Garg & Co. Chartered Accountants, New Delhi (Firm's Registration No.
03473N), have been appointed Statutory Auditors of the Company till
conclusion of 26th AGM to be held in the year 2016.
Ratification of appointment of Statutory Auditors is being sought from
the Members of the Company at this AGM.
Further, they have, under Section 139(1) of the Act and the Rules
framed thereunder furnished a certificate of their eligibility and
consent for appointment.
Further, the report of the Statutory Auditors alongwith notes to
Schedules is enclosed to this report. The observations made in the
Auditors' Report are self- explanatory and therefore do not call for
any further comments.
The Auditor's Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
and the applicable rules, the Company has appointed M/s Pramod Kothari
& Co., PCS as Secretarial Auditor of the Company ( in place of M/s
Garima Mahawar & Associates, Company Secretaries who were
unable/unwilling to conduct the Secretarial Audit) , a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Auditor is annexed herewith as
"Annexure G" and forms part of this report.
There are no qualifications or observations or other remarks of the
Secretarial Auditors in the Report issued by them for the financial
year 2014-15 which call for any explanation from the Board of
Directors.
SIGNIFICANT OR MATERIAL ORDERS
There were no significant and material orders passed by the regulators
or courts or tribunals, which would impact the going concern status and
the Company's operations in future.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year and the date
of the Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Audit plays a key role in providing an assurance to the Board
of Directors with respect to the Company having adequate Internal
Control Systems. The Internal Control Systems provide, among other
things, reasonable assurance of recording the transactions of its
operations in all material respects and of providing protection against
significant misuse or loss of Company's assets. The details about the
adequacy of Internal Financial Controls are provided in the Management
Discussion and Analysis Report.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Assessment & Management Policy. The
details of the Risk Management are covered in the Corporate Governance
Report.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of 3 Directors. The
composition of the Committee and other details are provided in the
Corporate Governance Report of the Company.
VIGIL MECHANISM
As per Sec. 177(9) of the Companies Act, 2013, applicable Rules and the
Listing Agreement, the company has established a vigil mechanism
(whistle blower policy) for their directors and employees to report
their genuine concerns. The vigil mechanism provide for adequate
safeguards against victimisation of persons who avail of the vigil
mechanism and also provide for direct access to the Chairperson of the
Audit Committee in accordance with the Companies Act, 2013, applicable
rules and Listing Agreement
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure A".
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on dealing with Related Party
Transactions. The policy is disclosed on the website of the Company
www.seasonsfurnishings.com. All transactions entered into with Related
Parties as defined under the Companies Act, 2013 and Clause 49 of the
Listing Agreement during the financial year were in the ordinary course
of business and on an arm's length basis and do not attract the
provisions of Section 188 of the Companies Act, 2013.
CASH FLOW STATEMENT
Cash flow statement as per the listing agreement is attached herewith.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and continued co-operation received from the Banks,
Government Authori- ties, Customers and Shareholders. Your Directors
also wish to take on record their deep sense of appreciation for the
committed & untiring services of the employees at all levels which has
contributed to the smooth running of company's business & operations.
For and on behalf of the Board of Directors
Seasons Furnishings Limited
Place : New Delhi (Mandeep Singh Wadhwa)
Dated : 12.08.2015 Managing Director
Mar 31, 2014
Dear Members,
The Directors have the pleasure to present their 24th Annual Report
along with the Audited Accounts for the year ended 31s1 March, 2014.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your perusal:
(Rs. in Lakhs)
Year Ended Year Ended
Particulars 31st March, 31st March,
2014 2013
Total Income 1718.80 1857.69
Expenditures other than Interest
Depreciation and Tax 1577.6 1821.18
Earnings Before Interest Depreciation
and Tax (EBIDTA) 141.20 36.51
Interest and Finance charges 94.09 140.89
Depreciation 45.02 54.45
Profit before tax 2.09 (158.83)
Tax Expenses 0.98 (46.22)
Profit after Tax 1.11 (112.60)
Surplus Brought forward 341.91 454.51
Amount available for appropriation 343.02 341.91
Surplus/(deficit ) carried to
Balance sheet 343.02 341.91
REVIEW OF OPERATIONS
The total income of the Company during the financial year 2013-14
stands at Rs. 1718.80 lakhs as against Rs. 1857.69 lakhs in the
previous financial year. The Company during the financial year 2013-14
earned profit before tax of Rs. 2.09 lakhs as against loss before tax
of Rs. 158.83 in the previous financial year.
The lower profitability of the Company during the financial year was,
inter alia, due to the occurrence of fire resulting in loss/damage to
the assets of the company and the operations of the company were also
hampered (insurance claim for the same is still pending for
settlement), low turnover which is the result of slow demand in the
market and high Inventory carrying costs.
Company is coming up with new plans, designs & strategies for greater
consumer acceptance of the company''s products & increased profitability
in the near future.
No material changes have occurred since the date of the Balance sheet
and this report, which has any adverse effect on the working of the
Company.
DIVIDEND
In order to plough back profits for future requirements of funds of the
company, your Directors have not recommended any dividend for the year.
FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section
58A of the Companies Act, 1956 and the Rules thereunder.
INSURANCE
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured.
LISTING PARTICULARS
Equity shares of the Company are listed on Bombay Stock Exchange. The
Company has paid the listing fees for the year 2014-15.
DIRECTORS
Mr. Kailash Chandra Mehra (DIN : 00128733) was appointed as
Non-executive (independent) director of the Company in the AGM held on
29.9.2012.
Mr. Bishen Dass Bhagat (DIN : 03604991) was appointed as Non-executive
(independent) director of the Company in the AGM held on 30.9.2011.
Your directors propose that Mr Kailash Chandra Mehra and Mr. Bishen
Dass Bhagat be appointed as Independent Directors pursuant to the
provisions of Section 149 and other applicable provisions of the
Companies Act, 2013, and the rules made thereunder and Schedule IV of
the said Act to hold office for a period of five consecutive years from
the date of the AGM, subject to approval by the members in the ensuing
Annual General Meeting and their office as Independent Director shall
not be subject to retirement by rotation.
Necessary resolutions for the appointment of the aforesaid directors
have been included in the notice convening the ensuing AGM and
requisite details have been provided in the explanatory statement of
the notice of the ensuing AGM.
Your directors commend their appointments/re-appointments.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as director in terms of Section
274(1)(g) of the Companies Act, 1956 (Section 164 of the Companies Act,
2013).
Mr. Inderjeet Singh Wadhwa (DIN : 00007009) shall retire at the
forthcoming Annual General Meeting of the Company and being eligible
offers himself for reappointment.
Brief resume of the directors proposed to be appointed/reappointed,
nature of expertise in specific functional areas and names of companies
in which the person hold directorships / membership, shareholding is
provided in Corporate Governance Report attached to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations from the Operating Management, confirm
that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) they have, in selection of the accounting policies consulted the
statutory Auditors and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;
(iii) they have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) they have prepared the Annual Accounts on a going concern.
AUDITORS
M/s Anuj Garg & Co., Chartered Accountants, New Delhi who are the
retiring statutory auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. Pursuant to provisions of Section 139 of the Companies
Act, 2013 and rules framed thereunder, it is proposed to appoint M/s
Anuj Garg & Co., Chartered Accountants, New Delhi as Statutory Auditors
of the Company from the conclusion of the ensuing AGM till the
conclusion of the 26th AGM to be held in the year 2016, subject to
annual ratification by members at Annual General Meeting.
AUDITORS'' REPORT
The Auditors'' Report to the shareholders is enclosed with the Accounts
for the year ended March 31, 2014. There are no adverse qualifications
in the audit report. As regards observations in the annexure to the
report, the report is self - explanatory and gives factual position
which does not require further clarifications.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be furnished as
per Sec. 217(2A) of the Companies Act, 1956 and rules made thereunder.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
the conservation of energy, technology absorption and foreign exchange
Earnings and outgo is given at Annexure-I to this report.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
Your Company follows the principles of effective Corporate Governance.
The endeavor of your Company is not only to comply with regulatory
requirements but also to practice Corporate Governance principles that
lay a strong emphasis on integrity, transparency and overall
accountability.
A separate section on Management Discussion & Analysis and Corporate
Governance is included in the Annual Report. A certificate from the
practicing Company Secretary regarding compliance with the Corporate
Governance norms stipulated in Clause 49 of the Listing Agreement is
also annexed to the report on corporate governance.
VIGIL MECHANISM
As per Sec. 177(9) of the Companies Act, 2013, applicable Rules and the
Listing Agreement, the company has established a vigil mechanism
(whistle blower policy) for their directors and employees to report
their genuine concerns. The vigil mechanism provide for adequate
safeguards against victimisation of persons who avail of the vigil
mechanism and also provide for direct access to the Chairperson of the
Audit Committee in accordance with the Compa- nies Act, 2013,
applicable rules and Listing Agreement.
CASH FLOW STATEMENT
Cash flow statement pursuant to Clause 32 of the listing agreement is
attached herewith.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and continued co-operation received from the Banks,
Government Authorities, Customers and Shareholders. Your Directors also
wish to take on record their deep sense of appreciation for the
committed & untiring services of the employees at all levels which has
contributed to the smooth running of company''s business & operations.
For and on behalf of the Board of Directors
Seasons Furnishings Limited
Place : New Delhi (Inderjeet Singh Wadhwa)
Dated: 11th August, 2014 Chairman
Mar 31, 2011
Dear Members,
The Directors have the pleasure to present their 21st Annual Report
along with the Audited Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your perusal:
(Rs./Lacs)
Year Ended Year Ended
Particulars 31ST March, 2011 31ST March, 2010
Total Income 3541.58 3511.99
Expenditures other than
Interest Depreciation and Tax 3279.64 3252.15
Earning Before Interest
Depreciation and Tax(EBIDTA) 261.93 259.84
Interest and Finance charges 156.52 152.88
Depreciation 55.15 57.22
Profit before tax 50.26 49.73
Provision for Tax 6.91 13.72
Profit after Tax 43.35 36.02
Surplus Brought forward 409.76 373.74
Amount available for
appropriation 453.11 409.76
Surplus/(deficit ) carried
to Balance sheet 453.11 409.76
The total income of the company during the year stands of Rs. 3541.58
Lacs as against Rs. 3511.99 Lacs in the previous year. The profit
before tax during the year stands of Rs. 50.26 Lacs as against Rs.
49.73 Lacs. The profit after tax during the year stand of Rs. 43.35
Lacs as against Rs. 36.02 Lacs.
No material changes have occurred since the date of the Balance sheet
and this report, which has any adverse effect on the working of the
company.
DIVIDEND
In order to plough back profits for future requirements of the company
your Directors do not recommend any dividend for the year ended March
31, 2011.
FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section
58A of the companies Act 1956 and the Rules there under.
DIRECTORS
Mr. Inderjeet Singh Wadhwa, retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
re-appointment and your Board of Directors recommend for the same.
Mr. Lakshmi Narain Gupta, the Non Executive Independent Director of the
Company placed his resignation from the position of Directorship w.e.f
10.07.2011 due to his personal reasons. The Board appreciates the
valuable contribution made by Mr. Lakshmi Narain Gupta during his
tenure as Director of the company.
Mr. Bishan Dass Bhagat, Special Metropolitan Magistrate, (Retd.), New
Delhi has been appointed as Additional Director of the Company by the
Board of Director at its Meeting dated 12th August, 2011. The Company
has received a Notice along with requisite fee from a member under
section 257 of the Companies Act, 1956, proposing the candidature of
Mr. Bishan Dass Bhagat as Part-time Director of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with the accounting and financial reporting requirements
under section 217(2AA) of the Companies (Amendment) Act, 2000, in
respect of financial statements, your directors state and confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of Financial Year and of the profit and loss
account of the Company for that period.;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
d) the annual accounts of the Company have been prepared on a going
concern basis.
AUDITORS
The Company has received resignation from M/s K L Datta and Company,
Chartered Accountants, Statutory Auditor of the Company, informing that
due to their professional over commitment, they are not able to
continue as Statutory Auditor of the Company.
The Company also received a notice from a member alongwith a draft
Resolution u/s 224 of the Companies Act, 1956, proposing the name of
M/s Anuj Garg & Co., Chartered Accountant, New Delhi, informing &
signifying his intention for such appointment.
The Company has already received a certificate from M/s Anuj Garg &
Co., Chartered Accountant stating that their appointment, if made will
be within the limits specified in section 224(1B) of Companies Act
1956.
The Board recommends appointing of M/s Anuj Garg & Co., Chartered
Accountants, as the Statutory Auditors of the Company in place of M/s K
L Datta and Company, Chartered Accountants to hold office of the
Auditors from the conclusion of this Annual General Meeting till the
conclusion of the next Annual General Meeting.
AUDITORS REPORT
The Auditors Report to the shareholders is enclosed with the Accounts
for the year ended March 31, 2011. There are no adverse qualifications
in the audit report.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be furnished in
the Sec. 217(2A) of the Companies Act, 1956 and rules made there under.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
the conservation of energy, technology absorption and foreign exchange
earnings and outgo is given at Annexure-I to this report.
MANAGEMENT DISCUSSION ANALYSIS
A separate Section on Management Discussion & Analysis is given
covering the aspects of Operations and future prospects of the company
is given at Annexure- II to this Report.
CORPORATE GOVERNANCE
Your Company follows principles of effective Corporate Governance to
consider the interest of all the stakeholders. The endeavor of your
Company is not only to comply with regulatory requirements but also to
practice Corporate Governance principles that lay a strong emphasis on
integrity transparency and overall accountability. A report on
Corporate Governance as per Clause 49 of the Listing Agreement and the
certificate from M/s Garima Mahawar & Associates, Company Secretaries,
New Delhi is given at Annexure ÃIII as part of the Director's report
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed & untiring services of the employees at all levels,
which has contributed to the growth of Companies business.
For and on behalf of the Board of Directors
Seasons Furnishings Limited
Place : New Delhi (Shri Inderjeet Singh Wadhwa)
Dated: 12th August, 2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their 20th Annual Report
along with the Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your perusal:
(RS in lacs)
Particulars Year ended Year ended
31st March,
2010 31st March,
2009
Total Income 3,511.99 3,811.53
Expenditure Other then Interest
Depreciation and Tax 3,212.15 3,560.40
Earing Before Interest Depreciation
and Tax (EBIDTA) 259.84 251.14
Interest and Finance charges 152.88 141.73
Depreciation 57.22 59.17
Profit before tax 49.73 50.23
Provision for Tax 13.72 36.47
Profit after Tax 36.02 13.76
Surplus Brought forward 373.74 359.98
Amount available for appropriation 409.76 373.74
Surplus/(deficit ) carried to Balance sheet 409.76 373.74
The total income of the company during the year stands at RS 3,511.99
Lacs as against RS 3,811.53 Lacs in the previous year. The profit before
tax during the year stands at RS 49.73 Lacs as against RS 50.23 Lacs. The
profit after tax during the year stands at RS 36.02 Lacs as against RS
13.76 Lacs.
No material changes have occurred since the date of the Balance sheet
and this report, which has any adverse effect on the working of the
company.
DIVIDEND
In order to plough back profits for future requirements of the company
your Directors do not recommend any dividend for the year ended March
31, 2010.
FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section
58A of the companies Act 1956 and the Rules there under.
DIRECTORS
Mr. G S Harnal retires by rotation at the forthcoming Annual General
Meeting and being eligible, offers himself for re-appointment and your
Board of Directors recommend for the same.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with the accounting and financial reporting requirements
under section 217(2AA) of the Companies (Amendment) Act, 2000, in
respect of financial statements, your directors state and confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) the directors have selected such accounting policies and applied
them consistanly and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and of the profit and
loss account of the Company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
d) the annual accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s K.L. Datta & Co., Chartered Accountants, New Delhi, the retiring
Auditors, hold office until the conclusion of this Annual General
Meeting and being eligible, offer themselves for re-appointment.
AUDITORS REPORT
The Auditors Report to the shareholders is enclosed with the Accounts
for the year ended March 31, 2010. There are no adverse qualifications
in the audit report.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be furnished in
the Sec. 217(2A) of the Companies Act, 1956 and rules made there under.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
the conservation of energy, technology absorption and foreign exchange
Earnings and outgo is given at Annexure - I to this report.
MANAGEMENT DISCUSSION ANALYSIS
A separate Section on Management Discussion & Analysis covering the
aspects of Operations and future prospects of the company is given at
Annexure- II to this Report.
CORPORATE GOVERNANCE
Your Company follows principles of effective Corporate Governance to
consider the interest of all the stakeholders. The endeavor of your
Company is not only to comply with regulatory requirements but also to
practice Corporate Governance principles that lay a strong emphasis on
integrity transparency and overall accountability. A report on
Corporate Governance as per Clause 49 of the Listing Agreement and the
certificate from M/s K.L. Datta & Co, Chartered Accountants, Statutory
Auditors of the Company is given at Annexure - III as part of the
Directors report
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed & untiring services of the employees at all levels,
which has contributed to the growth of Companies business.
For and on behalf of the Board of Directors
Seasons Furnishings Limited
Place : New Delhi (Mr.I.S.Wadhwa)
Date :29th May, 2010 Chairman