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
[email protected] 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 [email protected].
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
[email protected] 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 [email protected].
(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