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Directors Report of Seasons Furnishings Ltd.

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 –III 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

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