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Notes to Accounts of Seasons Textiles Ltd.

Mar 31, 2015

NOTE 1: CORPORATE INFORMATION

Seasons Textiles Limited is a listed public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the Manufacturing, Trading and Export of Furnishing Fabrics.

NOTE-2 OTHER NOTES ON ACCOUNTS

a. Previous year figures have been re-arranged and regrouped to make it comparable with the current year figures.

b. Contingent Liabilities and Commitments to the extent not provided for:-

Contingent Liabilities

a. Bills and Cheques Discounted Rs. 2,35,01,123/- ( Previous year Rs. 2,80,09,932/-)

Commitments

a. Estimated amount of contract remaining to be executed on Capital Account and not provided for is - NIL

b. All the known liabilities have been provided for and there are no disputed liabilities as confirmed by the directors

c. Wherever the balance confirmation is not available from the parties, the balances as appearing in the books of account have been considered.

d. Profit & Loss account includes remuneration to Auditors as given below:

e. Capital work in progress relates to installation of Plant & Machinery for expansion cum modernisation project at Barhi, Sonepat, Haryana.

f. Related Party Disclosures:

Disclosures as required by the Accounting Standard 18 "Related Party Disclosures" are given below:

1) List of Related Parties

Associate Companies: Seasons Furnishings Ltd.

Key management personnel and relatives :Inderjeet S. Wadhwa, Mandeep S. Wadhwa & Neelam Wadhwa.

Relatives: Jasmer Singh Wadhwa & Gursheen Wadhwa.

Other Related Parties:S9 Home Pvt. Ltd., Seasons Lifestyles Pvt. Ltd& Walnut Furnishings Pvt Ltd.

g. Segmental Information:

The Company has only one business segment of Textiles only. The company operates its business from India. Therefore, there is only one business and geographical segment.

h. Deferred Taxation: In accordance with Accounting Standard (AS) 22, issued by Institute of Chartered Accountants of India, the deferred tax liability (on account of timing difference) for the current year amounted to Rs. 4,50,68,097/-. (Previous year Rs. 4,56,26,222/-).

i. The Company has not received any intimation from the suppliers regarding status under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding principal amount due and the interest due thereon outstanding to suppliers as at the end of the accounting year, Interest paid during the year and Interest payable/accrued/unpaid at the end of the accounting year, has not been provided.

j. In the opinion of the management, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet

k. In terms of 'Accounting Standard (AS) 28', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

l. Tour and Travelling Expenses include Rs.4,21,748/- .(Previous Year Rs.8,61,561/-) on account of Directors.

m. Cash Flow Statement:

The Cash Flow Statement has been compiled from and is based on the Balance Sheet as on March 31,2015 and Profit & Loss Account for the year ended on that date.

The Cash Flow Statement has been prepared on the basis of indirect method as set out in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountant of India.

As per our Separate Report of even date as annexed hereto.




Mar 31, 2014

NOTE 1: CORPORATE INFORMATION

Seasons Textiles Limited is a listed public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the Manufacturing, Trading and Export of Furnishing Fabrics.

NOTE 24 : OTHER NOTES ON ACCOUNTS

a. Previous year figures have been re-arranged and regrouped to make it comparable with the current year figures.

b. Contingent Liabilities and Commitments to the extent not provided for:- Continaent Liabilities

a) Bills and Cheques Discounted Rs. 2,80,09,932/- ( Previous year Rs.1,99,12,945/-)

b) Contingent Liabilities not provided for in respect of Corporate Guarantee given by the Company to IDBI Bank Ltd. amounting to Rs.5,00,00,000/ - (Previous year Rs.11,65,00,000/-) in respect of loans given by the Bank to Seasons Furnishings Ltd.

Commitments

(a) Estimated amount of contract remaining to be executed on Capital Account and not provided for is - NIL

c. All the known liabilities have been provided for and there are no disputed liabilities asconfirmed by the directors

d. Wherever the balance confirmation is not available from the parties, the balances as appearing in the books of account have been considered.

g. Capital work in progress relates to installation of Plant & Machinery for expansion cum modernisation project at Barhi, Sonepat, Haryana.

h. Related Party Disclosures:

Disclosures as required by the Accounting Standard 18 "Related Party Disclosures" are given below:

1) List of Related Parties

Associate Companies: Seasons Furnishings Ltd.

Key management personnel and relatives : Inderjeet S. Wadhwa and Mandeep S. Wadhwa.

Relatives: TejKaur, NeelamWadhwa,Jasmer Singh Wadhwa Other Related Parties: S9 Home Pvt. Ltd., Seasons Lifestyles Pvt. Ld.

j. Segmental Information: -

The Company has only one business segment of Textiles only. The company operates its business from India. Therefore, there is only one business and geographical segment.

k. Deferred Taxation:

In accordance with Accounting Standard (AS) 22, issued by Institute of Chartered Accountants of India, the deferred tax liability (on account of timing difference ) for the current year amounted to Rs.4,56,26,222/-.(Previous year Rs.4,60,78,722/-).

l. The Company has not received any intimation from the suppliers regarding status under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding principal amount due and the interest due thereon outstanding to suppliers as at the end of the accounting year, Interest paid during the year and Interest payable/accrued/unpaid at the end of the accounting year, has not been provided.

m. In the opinion of the management, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business, at least equalto the amount at which they are stated in the Balance Sheet

n. In terms of ''Accounting Standard (AS) 28'', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

o. Tour and Travelling Expenses include Rs.8,61,561- .(Previous Year Rs.3,79,064/-) on account of Directors.

s. Cash Flow Statement:

The Cash Flow Statement has been compiled from and is based on the Balance Sheet as on March 31, 2014 and Profit & Loss Account for the year ended on that date.

The Cash Flow Statement has been prepared on the basis of indirect method as set out in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

NOTES:

1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself / herself and such proxy need not be a member of the Company. Proxies in order to be effective must be lodged at the registered office of the Company not less than 48 hours before the commencement of the meeting. Proxies submitted on behalfof limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

2) The Register of Members and Share Transfer Register of the Company will remain closed from 29th September, 2014 to 30th September, 2014 (both days inclusive).

3 ) A Member desirous of getting any information on the accounts or operations of the Company, is requested to forward his / her queries to the Company at least seven working days prior to the meeting, so that the required information can be made available at the meeting.

4) Members holding shares in physical form, are requested to notify immediately any change in their address and Bank particulars to the Company or its Share Transfer Agents. In case the shares are held in dematerialized form, this information should be furnished directly, without any delay, to their respective Depository Participants.

5) In all correspondence with the Company, Members are requested to quote their folio number and in case their shares are held in the dematerialized form, they must quote their DP ID and Client ID Number.

6) Members are requested to bring their copies of the Annual Report in the meeting and the Attendance Slip, duly filled-in and signed as per the specimen signature recorded with the Company / Depository Participant for attending the meeting.

Members, who hold shares in dematerialized Form, are requested to write their Client ID and DP ID Nos., and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the meeting.

7) The Ministry of Corporate Affairs has taken a "Green Initiate in Corporate Governance" by allowing service of notice/documents including Annual Report by email to its members.

Those who are holding shares in demat form may register their email address and PAN to their respective Depository Participants.

Those holding shares in physical form may register their email address and PAN with Registrar & Share Transfer Agent Skyline Financial Services Private Limited or to the Company Secretary at cskavita@seasonsworld.com or corporate office of the Company.

8) Notice is being sent to all the members of the Company whose names appear in the Register of Members / Record of Depositories as on Friday, August 29, 2014 ("Cut- off date" or "Record date"). Voting rights shall be reckoned on the paid up value of the shares registered in the name of the members of the Company as on Cut-off date / Record date i.e. August 29, 2014.

9) Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and clause 35B of Listing Agreement with Stock Exchanges, the Company is pleased to provide members facility to exercise their right to vote at the meeting by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Service Limited (CDSL).

The instructions for members for voting electronically are as under:

(i) Log on to the e-voting website www.evotingindia.com during the voting period

(ii) Click on "Shareholders" tab

(iii) Now Enter your User ID

(a) For CDSL: 16 digits beneficiary ID

(b) For NSDL: 8 Character DP ID followed by 8 DigitsClient ID

(c) Members holding shares in Physical Form:

Enter Folio Number registered with the Company

(d) Next enter the Image Verification Code / Captcha Code as displayed and Click on Login

(e) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any company/entity, then your existing password is to be used. If you are a first time user follow the steps given below:

(iv) Fill up the following details in the appropriate boxes:

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (in Capital)(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/ Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of 0''s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth (DOB) as recorded in your demat account or in the Bank records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat Bank account or in the Bank records Details# for the said demat account or folio.

# Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository participant or company, please enter the number of shares held by you as on the cut off date i.e. August 29, 2014 in the Dividend Bank details field.

(v) After entering these details appropriately, click on "SUBMIT" tab.

(vi) Members holding shares in physical form will then reach directly the EVSN selection screen. However, members holding shares in demat form will now reach ''Password Creation'' menu wherein they are required to mandatorily enter their login password in the new password field.

Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vii) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice.

(viii) Click on the relevant EVSN of SEASONS TEXTILES LIMITED on which you choose to vote.

(ix) On the voting page, you will see RESOLUTION DESCRIPTION and against the same option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolutions.

(xi) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed

If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xiii) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xiv) If Demat account holder has forgotten the changed password then enter the User ID and image verification code / Captcha Code and click on Forgot Password & enter the details as prompted by the system.

(xv) A. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to www.evotingindia.com and register themselves as Corporates

B. They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk.evoting@cdslindia.com.

C. After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

D. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

E. They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in

PDF format in the system for the scrutinizer to verifythe same.

(xvi) The e-voting period commences on Monday, September 22, 2014 (10.00 am) and ends on Wednesday, September 24, 2014 (6.00 pm). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date/record date i.e. August 29, 2014 may cast their vote electronically. The voting rights of shareholders shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date/record date.

(xvii) In case you have any queries or issues regarding e-voting, please contact helpdesk.evoting@cdslindia.com.

(xviii) Mr. Pramod Kothari, Practicing Company Secretary, (Membership No. FCS 7091) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(xix) The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer''s Report of the votes cast in favour or against, if any, and forthwith to the Chairman of the Company.

(xx) In the event of poll, please note that the members who have exercised their right to vote through electronic means as above shall not be eligible to vote by way of poll at the meeting. The poll process shall be conducted and report thereon shall be prepared in accordance with Section 109 of the Act read with relevant rules. In such an event, votes cast under Poll taken together with the votes cast through e-Voting shall be counted for the purpose of passing of resolution(s). No voting by show of hands will be allowed at the Meeting.

(xxi) Subject to receipt of sufficient votes, the resolution(s) shall be deemed to be passed at the 28thMeeting ofthe company scheduled to be held on Tuesday, 30th September 2014. The Results shall be declared on or after the meeting. The Results declared alongwith the Scrutinizer''s Report shall be placed on the Company''s website www.seasonsfurnishings.com and on the websiteof CDSL within two (2) days of passing of the resolutions at the meeting and communicated to Stock Exchanges.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013, IN RESPECT OF SPECIAL BUSINESS FOR THE 28th ANNUAL GENERAL MEETING TO BE HELD ON 30th SEPTEMBER, 2014.

Item No. 4 to 6

In compliance of the provisions of Clause 49 of the ListingAgreement entered into with the Stock Exchanges, the Company had appointed Mr. Kailash Chandra Mehra (DIN : 00128733), Dr. Bijoya Kumar Behera (DIN : 01139185) and Dr. Pramod Kumar Hari (DIN : 01205247) as Independent Directors at various times, liable to retire by rotation.

Now, pursuant to Section 149 and any other applicable provisions, if any, of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule IV of the Act, the Company is required to have at least one third of the total number of Directors as Independent Directors, not liable to retire by rotation.

The Company has also received declaration under Section 149 readwith Schedule IV of the Act from Mr. Kailash Chandra Mehra, Dr. Bijoya Kumar Behera and Dr. Pramod Kumar Hari that they meet the criteria of independence.

The Board considers that continued association of these Directors would be of immense benefit to the Company and it is desirable to continue to avail their services. In the opinion of the Board, Mr. Kailash Chandra Mehra, Dr. Bijoya Kumar Behera and Dr.Pramod Kumar Hari, fulfills the conditions specified in the Act and rules made thereunder to act as Independent Directors of the Company.

In compliance with the provisions of Section 149 and Schedule IV of the Act read with the Rules made thereunder, the Board recommends the resolutions in relation to the appointments of Mr. Kailash Chandra Mehra, Dr. Bijoya Kumar Behera and Dr. Pramod Kumar Hari as Independent Directors effective from September 30, 2014 for five consecutive years, not liable to retireby rotation, for approval of members of the Company by way of Ordinary Resolutions.

Mr. Kailash Chandra Mehra, Dr. Bijoya Kumar Behera and Dr. Pramod Kumar Hari may be deemed to be concerned or interested in the resolutions relating to their own appointments.

None of the other Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in these resolutions.


Mar 31, 2013

NOTE 1: CORPORATE INFORMATION

Seasons Textiles Limited is a listed public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the Manufacturing, Trading and Export of Furnishing Fabrics.

a. Previous year figures have been re-arranged and regrouped to make it comparable with the current year figures.

b. Contingent Liabilities and Commitments to the extent not provided for:-

Contingent Liabilities

a) Bills and Cheques Discounted Rs. 1,99,12,945/- (Previous year Rs.1,92,50,355/-)

b) Contingent Liabilities not provided for in respect of Corporate Guarantee given by the Company to IDBI Bank Ltd. amounting to Rs.11,65,00,000/- (Previous year Rs.11,65,00,000/-) in respect of loans given by the Bank to Seasons Furnishings Ltd.

Commitments

(a) Estimated amount of contract remaining to be executed on Capital Account and not provided for is - NIL

c. All the known liabilities have been provided for and there are no disputed liabilities asconfirmed by the directors.

d. Wherever the balance confirmation is not available from the parties, the balances asappearing in the books of account have been considered.

e. Capital work in progress relates to installation of Plant & Machinery for expansion cum modernisation project at Barhi, Sonepat, Haryana.

f. Related Party Disclosures:

Disclosures as required by the Accounting Standard 18 "Related Party Disclosures" are given below:

g) List of Related Parties

Associate Companies:Seasons Furnishings Ltd.

Key management personnel: Inderjeet S. Wadhwa

Relatives: Mandeep S. Wadhwa, TejKaur; Neelam Wadhwa,Sumer Singh Wadhwa, Jasmer Singh Wadhwa.

Other Related Parties: N.S. PropertiesPvt. Ltd., S9 Home Pvt. Ltd., Seasons Lifestyles Pvt. Ld.

h. Segmental Information: -

The Company has only one business segment of Textiles only. The company operates its business from India. Therefore, there is only one business and geographical segment.

i. Deferred Taxation:

In accordance with Accounting Standard (AS) 22, issued by Institute of Chartered Accountants of India, the deferred tax liability (on account of timing difference) for the current year amounted toRs.4,60,78,722/-.(Previous yearRs.495,85,668/-).

j. The Company has not received any intimation from the suppliers regarding status under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding principal amount due and the interest due thereon outstanding to suppliers as at the end of the accounting year, Interest paid during the year and Interest payable/accrued/unpaid at the end of the accounting year, has not been provided.

k. In the opinion of the management, the Current Assets, Loans and Advances have avalue on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet

l. In terms of ''Accounting Standard (AS) 28'', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

m. Tour and Travelling Expenses include Rs. 3,79,064/- .(Previous Year Rs. 5,34,845/-) on account of Directors.

n. Cash Flow Statement:

The Cash Flow Statement has been compiled from and is based on the Balance Sheet as on March 31, 2013 and Profit & Loss Account for the year ended on that date.

The Cash Flow Statement has been prepared on the basis of indirect method as set out in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountant of India.


Mar 31, 2010

1. Contingent Liabilities not provided for in respect of :

a) Bills and cheques discounted Rs. 2,23,84,206/- (Previous Year Rs. 96,55,098/-)

b) Guarantee given by Canara Bank on behalf of the Company and remaining outstanding as at 31st March, 2010 Rs. Nil (Previous Year Rs. 4,21,240/-).

c) Guarantees given by the Company and remaining outstanding as on 31st March, 2010 to IDBI Bank Ltd for loans granted to Seasons Furnishings Limited Rs. 11,65,00,000/- (Previous Year Rs. 8,00,00,000/- to YES Bank).

2. Capital Works in progress relates to installation of Plant & Machinery for expansion cum modernisa- tion project at Barhi, Sonepat, Haryana.

3. All debtors, creditors, loans, advances and Bank balance are subject to confirmation by the respective parties. Necessary, adjustments, if any, will be made in the books of accounts, as and when the state- ment of accounts/ balance confirmation are received from the parties.

4. In terms of Accounting Standard (AS) 28, issued by Institute of Chartered Accountants of India and a certificate issued by the management, there is no impairment of Fixed Assets of the company during the year.

5. Deferred Tax

In accordance with Accounting Standard (AS) 22, issued by Institute of Chartered Account- ants of India, the creations of deferred tax liability (on account of timing difference ) for the current year amounting to Rs. 31,18,696/- and the same has been recognised and accordingly charged to the Profit and Loss Account.

6. The name of small scale industrial undertaking to whom company owes a sum outstanding for more than 30 days is Ganga Polyester Limited.

7. Instalments Paid during the year to Banks and other Financial Institutions Rs. 1,50,80,712/- (Previous Year Rs. 2,26,45,701/-)

8. Previous Years figures have been regrouped/ recasted/ rearranged, wherever necessary.

9. EARNING IN FOREIGN CURRENCY

Export of goods calculated on FOB basis Rs. 15,07,23,186/- (previous year Rs. 13,41,64,953/-)

10. GRATUITY

As per Company policy the calculation of gratuity amount provided in Profit & Loss A/c is based on acturial valauation given by LIC.

11. RELATED PARTY DISCLOSURES:

Disclosures as required by the Accounting Standard 18 "Related Party Disclosures" are given below:

1) List of Related Parties

Associate Companies : Seasons Furnishings Ltd., N.S.Properties Pvt Ltd.,

S9 Home Pvt. Ltd.

Key management personnel

and relatives : Inderjeet S. Wadhwa and Mandeep S. Wadhwa .

Relatives : Tej Kaur, Neelam Wadhwa

 
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